ENTERED INTO AS OF NOVEMBER 10, 1999

Between THE ALBERTA STOCK EXCHANGE ("ASE"),

THE MONTREAL EXCHANGE ("ME"),

and

VANCOUVER STOCK EXCHANGE ("VSE")

1. Notwithstanding the provisions of Section 2.1c. of the Memorandum of Agreement entered into as of March 15, 1999 (the "MOA"), the Exchanges hereby agree that the ME will maintain the listing of securities of Junior Issuers (as hereinafter defined) and will continue to provide the services associated therewith, but will enter into outsourcing arrangements with CDNX (the Exchange to result from the merger of the ASE and the VSE) for the trading of the securities of such Junior Issuers on the VSE trading system ("VCT"), the whole upon the following terms and conditions:
1. For the purposes hereof, "Junior Issuers" means, prior to the final implementation date (as defined in the MOA), issuers who do not meet the continuous listing requirements of the TSE and, after the final implementation date, Quebec-based issuers who do not meet the original listing requirements of the TSE;
2. There will be a flow-through to the CDNX of the revenues (net of expenses) which the ME will derive from such listings, it being understood that if the net result is a loss, it will be for the ME’s account;
3. CDNX will have the right to approve the expenses incurred by the ME in maintaining and administering such listings;
4. The ME will invite CDNX to designate a representative to sit on its Board of Governors;
5. The ME hereby undertakes to:

(i) modify its rules applicable to such Junior Issuers and securities so as to adopt the CDNX trading rules;

(ii) ensure such modified rules are amended as required from time to time to remain identical to CDNX trading rules; and

(iii) seek regulatory approval of such modified rules and any required amendments thereto in a timely fashion.

6. The costs associated with the approval by the Commission des valeurs mobilières du Québec of this Addendum to the MOA as well as matters contemplated thereby will be borne by the ME;
7. It is understood that the CDNX will not have to seek recognition by the Commission des valeurs mobilières du Québec;
8. For more certainty, after the final implementation date, the ME will not list junior securities of non Quebec-based issuers and will not maintain the listing of issuers of senior securities who meet the original listing requirements of the TSE;
9. For more certainty, it is understood and agreed that after the final implementation date, there will be no interlistings on any of the Exchanges;
10. Sections 1.4.2, 1.4.3, 1.5.2 and 1.5.3 of Part 1 of Schedule of A to the MOA are eliminated and sections 1.1 and 1.2 thereof are amended accordingly.
2. The ME and the CDNX hereby undertake to enter into such ancillary agreement(s) and to cooperate in order to implement such arrangements as are necessary to give effect to the provisions of Section 1.
3. The Exchanges have, concurrently with the signing of this Addendum to the MOA, agreed upon the terms of a joint press release in the form shown in Schedule A.

IN WITNESS WHEREOF, the Exchanges have hereunto duly executed this Agreement.