HOCKEY CO
EXHIBIT 10.5
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>11
<FILENAME>a2076121zex-10_5.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>
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                                                                    EXHIBIT 10.5

                                                                  EXECUTION COPY

                           SECURITIES PLEDGE AGREEMENT

            THIS AGREEMENT is made as of the 3rd day of April, 2002,


BY:                           SLM TRADEMARK ACQUISITION CANADA CORPORATION, a
                              corporation organized under the laws of the
                              Province of New Brunswick and having its chief
                              executive office at 3500 boul. de Maisonneuve,
                              Suite 1210, Westmount, Quebec Canada H3Z 3C1

                              (the "Corporation")

IN FAVOUR OF:                 BNY TRUST COMPANY OF CANADA, having an office at 4
                              King Street, Suite 1101, Toronto, Ontario Canada
                              M5H 1B6

                              (the "Collateral Agent")

RECITALS:

A.    The Corporation has entered into the Indenture with the Trustee.

B.    It is a condition of the Indenture that the Corporation enter into this
      Agreement.

            NOW THEREFORE in consideration of the sum of $1.00 and for other
good and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the Corporation agrees with the Collateral Agent as follows:

                                   ARTICLE 1.
                                 INTERPRETATION

1.1.        DEFINITIONS

            In this Agreement:

    1.1.1. "THIS AGREEMENT", "HERETO", "HEREIN", "HEREOF", "HEREBY", "HEREUNDER"
    and any similar expressions refer to this Agreement, as may be amended,
    supplemented or restated from time to time, and not to any particular
    Article, section or other portion hereof;

    1.1.2. "BUSINESS DAY" has the meaning attributed to such term in the
    Indenture;

    1.1.3. "CANADIAN COLLATERAL AGENCY AGREEMENT" means the Canadian collateral
    agency agreement dated as of April 3, 2002 between, among others, The Hockey
    Company,

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                                      -2-


    Sport Maska Inc., the Trustee and the Collateral Agent, as amended,
    supplemented or replaced from time to time;

    1.1.4. "COLLATERAL" means all of the property of the Corporation subject to,
    or intended to be subject to, the Security Interest, and any reference to
    "COLLATERAL" shall be deemed to be a reference to "COLLATERAL OR ANY PART
    THEREOF" except where otherwise specifically provided;

    1.1.5. "COLLATERAL AGENT" means BNY Trust Company of Canada, and its
    successors and assigns;

    1.1.6. "CORPORATION" means SLM Trademark Acquisition Canada Corporation, a
    corporation organized under the laws of New Brunswick, and its successors
    and assigns;

    1.1.7. "EVENT OF DEFAULT" has the meaning attributed to such term in the
    Indenture;

    1.1.8. "HOLDER" has the meaning attributed to such term in the Indenture;

    1.1.9. "INDENTURE" means the indenture dated as of April 3, 2002 between,
    among others, The Hockey Company, Sport Maska Inc., and the Trustee, as
    amended, supplemented or replaced from time to time;

    1.1.10. "INTANGIBLE" has the meaning attributed to such term in the PPSA;

    1.1.11. "INTERCREDITOR AGREEMENT" means the intercreditor agreement dated as
    of April 3, 2002 between General Electric Capital Corporation, General
    Electric Capital Canada Inc., the Collateral Agent, the Trustee, The Hockey
    Company, the Corporation and others, as amended, supplemented or replaced
    from time to time;

    1.1.12. "LIEN" means any mortgage, pledge, charge, assignment, security
    interest, hypothec, lien or other encumbrance, including, without
    limitation, any agreement to give any of the foregoing, or any conditional
    sale or other title retention agreement;

    1.1.13. "NOTES" has the meaning attributed to such term in the Indenture;

    1.1.14. "OBLIGATIONS" means all of the obligations, liabilities and
    indebtedness of the Corporation to the Holders, the Trustee or the
    Collateral Agent from time to time, whether present or future, absolute or
    contingent, liquidated or unliquidated, as principal or as surety, alone or
    with others, of whatsoever nature or kind, in any currency or otherwise,
    under:

            1.1.14.1. the Notes;

            1.1.14.2. the Indenture;

            1.1.14.3. the Security Agreements (including this Agreement); and

            1.1.14.4. the Canadian Collateral Agency Agreement;

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                                      -3-


    or any one or more of the foregoing as the same may be amended, supplemented
    or replaced from time to time; and any other document or agreement executed
    by the Corporation in connection therewith;

    1.1.15. "PERMITTED LIENS" has the meaning attributed to such term in the
    Indenture;

    1.1.16. "PERSON" means any individual, partnership, limited partnership,
    joint venture, syndicate, sole proprietorship, company or corporation with
    or without share capital, unincorporated association, trust, trustee,
    executor, administrator or other legal personal representative, regulatory
    body or agency, government or governmental agency, authority or entity
    however designated or constituted;

    1.1.17. "PPSA" means the PERSONAL PROPERTY SECURITY ACT (Ontario) as amended
    from time to time and any Act substituted therefor and amendments thereto;

    1.1.18. "PROCEEDS" means identifiable or traceable personal property in any
    form derived directly or indirectly from any dealing with Collateral or the
    proceeds therefrom, and includes any payment representing indemnity or
    compensation for loss of or damage to the Collateral or proceeds therefrom;

    1.1.19. "SECURITY" means a document that is,

            1.1.19.1. issued in bearer, order or registered form,

            1.1.19.2. of a type commonly dealt in upon securities exchanges or
            markets or commonly recognized in any area in which it is issued or
            dealt in as a medium for investment,

            1.1.19.3. one of a class or series or by its terms is divisible into
            a class or series of documents, and

            1.1.19.4. evidence of a share, participation or other interest in
            property or in an enterprise or is evidence of an obligation of the
            issuer,

            1.1.19.5. and includes an uncertificated security within the meaning
            of Part VI (Investment Securities) of the BUSINESS CORPORATIONS ACT
            (Ontario);

    1.1.20. "SECURITY AGREEMENTS" has the meaning attributed to such term in the
    Indenture;

    1.1.21. "SECURITY INTEREST" has the meaning attributed to such term in
    section 2.1;

    1.1.22. "TRUSTEE" means The Bank of New York, as trustee under the
    Indenture, and its successors and assigns; and

    1.1.23. "U.S. LEGAL TENDER" has the meaning attributed to such term in the
    Indenture.

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1.2.        HEADINGS

            The inclusion of headings in this Agreement is for convenience of
reference only and shall not affect the construction or interpretation hereof.

1.3.        REFERENCES TO ARTICLES AND SECTIONS

            Whenever in this Agreement a particular Article, section or other
portion thereof is referred to then, unless otherwise indicated, such reference
pertains to the particular Article, section or portion thereof contained herein.

1.4.        CURRENCY

            Except where otherwise expressly  provided,  all amounts in this
Agreement are stated and shall be paid in U.S. Legal Tender.

1.5.        GENDER AND NUMBER

            In this Agreement, unless the context otherwise requires, words
importing the singular include the plural and vice versa and words importing
gender include all genders.

1.6.        INVALIDITY OF PROVISIONS

            Each of the provisions contained in this Agreement is distinct and
severable and a declaration of invalidity or unenforceability of any such
provision or part thereof by a court of competent jurisdiction shall not affect
the validity or enforceability of any other provision hereof. To the extent
permitted by applicable law, the parties waive any provision of law which
renders any provision of this Agreement invalid or unenforceable in any respect.

1.7.        AMENDMENT, WAIVER

            No amendment or waiver of this Agreement shall be binding unless
executed in writing by the party to be bound thereby. No waiver of any provision
of this Agreement shall constitute a waiver of any other provision nor shall any
waiver of any provision of this Agreement constitute a continuing waiver unless
otherwise expressly provided.

1.8.        GOVERNING LAW, ATTORNMENT

            This Agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario and the laws of Canada applicable therein
and the Corporation hereby irrevocably attorns tot he jurisdiction of the courts
of Ontario.

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                                      -5-


                                   ARTICLE 2.
                                SECURITY INTEREST

2.1.        CREATION OF SECURITY INTEREST

            The Corporation hereby grants to the Collateral Agent, for and on
behalf of the Trustee, by way of security interest, pledge, charge, assignment
and hypothec, a security interest (the "Security Interest") in:

    2.1.1. 2000 Class A Preferred Share in the capital of CCM Holdings (1983)
    Inc.;

    2.1.2. all other shares in the capital of CCM Holdings (1983) Inc., and all
    warrants, options or other rights to acquire such shares, which the
    Corporation now owns or may hereafter acquire;

    2.1.3. all other Securities which the Corporation now owns or may hereafter
    acquire and which are hereafter intended to be subject to the terms of this
    Agreement;

    2.1.4. all Securities and other personal property of any kind which may
    hereafter be acquired by the Corporation in renewal of, substitution for, as
    owner of, or as a result of the exercise of any rights relating to, any of
    the property described in this section;

    2.1.5. all dividends, income or other distributions, whether paid or
    distributed in cash, Securities or other property, in respect of any of the
    property described in this section;

    2.1.6. all Intangibles now or hereafter relating in any way to any of the
    property described in this section; and

    2.1.7. all Proceeds of any of the property described in this section.

2.2.        ATTACHMENT

            The attachment of the Security Interest has not been postponed and
the Security Interest shall attach to any particular Collateral as soon as the
Corporation has rights in such Collateral.

                                   ARTICLE 3.
                               OBLIGATIONS SECURED

3.1.        OBLIGATIONS SECURED

            The Security Interest granted hereby secures payment, performance
and satisfaction of the Obligations.

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                                   ARTICLE 4.
                             DEALING WITH COLLATERAL

4.1.        RESTRICTIONS ON DEALING WITH COLLATERAL

            The Corporation shall not, except in accordance with the Indenture,
without the prior consent in writing of the Collateral Agent:

    4.1.1. sell, assign, transfer, exchange, or otherwise dispose of the
    Collateral except to the extent permitted by section 4.4.1.1; and

    4.1.2. create, assume or suffer to exist any Lien upon the Collateral.

            No provision hereof shall be construed as a subordination or
postponement of the Security Interest to or in favour of any other Lien, whether
or not such Lien is permitted hereunder or otherwise.

4.2.        REGISTRATION OF COLLATERAL IN NAME OF COLLATERAL AGENT

            The Corporation shall, at the request of the Collateral Agent,
deliver to the Collateral Agent appropriate powers of attorney for transfer in
blank, duly executed, in respect of such of the Collateral as is registrable.

4.3.        NOTICES AND OTHER COMMUNICATIONS IN RESPECT OF COLLATERAL

            The Corporation shall deliver promptly to the Collateral Agent
copies of all notices or other communications received by the Corporation in
respect of the Collateral. Unless an Event of Default has occurred and is
continuing, the Collateral Agent shall deliver promptly to the Corporation all
notices or other communications received by the Collateral Agent or its nominee
in respect of the Collateral. After the occurrence and during the continuance of
an Event of Default, the Corporation waives all rights to receive any notices or
communications received by the Collateral Agent or its nominee in respect of the
Collateral.

4.4.        VOTING AND OTHER RIGHTS

    4.4.1. So long as no Event of Default has occurred and is continuing:

            4.4.1.1. the Corporation may exercise all rights to vote and to
            exercise all rights of conversion or retraction or other similar
            rights with respect to any Collateral; provided that no such
            exercise will have an adverse effect on the value of such Collateral
            and all reasonable expenses of the Collateral Agent in connection
            therewith have been paid in full and provided further that, upon the
            exercise of the conversion or retraction right, the additional
            Collateral resulting therefrom shall be paid or delivered to the
            Collateral Agent; and

            4.4.1.2. if necessary and subject to the proviso in section 4.4.1.1,
            the Collateral Agent shall grant, or shall cause its nominee to
            grant, to the

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            Corporation or its nominee a proxy to vote and to exercise all
            rights of conversion or retraction or other similar rights with
            respect to any Collateral registered in the name of the Collateral
            Agent or its nominee, upon demand by the Corporation.

    4.4.2. After the occurrence and during the continuance of an Event of
    Default:

            4.4.2.1. no proxy granted by the Collateral Agent or its nominee to
            the Corporation or its nominee pursuant to section 4.4.1 shall
            thereafter be effective;

            4.4.2.2. the Corporation shall have no rights to vote or take any
            other action with respect to any Collateral; and

            4.4.2.3. the Collateral Agent may, but shall not be obliged to, vote
            and take all other action with respect to any Collateral.

4.5.        DELIVERY OF COLLATERAL TO COLLATERAL AGENT

            All Collateral received at any time by or on behalf of the
Corporation, whether before or after the occurrence of an Event of Default,
shall be received and held by or on behalf of the Corporation in trust, or as
agent in the Province of Quebec, for the Collateral Agent and shall be delivered
to the Collateral Agent immediately upon such receipt.

4.6.        FURTHER ASSURANCES

            The Corporation shall at its own expense do, execute, acknowledge
and deliver or cause to be done, executed, acknowledged and delivered all such
further acts, security agreements, pledges, charges, assignments, hypothecs,
powers of attorney and assurances (including instruments supplemental or
ancillary hereto) and such financing statements as the Collateral Agent may from
time to time reasonably request to perfect and maintain perfection of its
security on the Collateral.

                                   ARTICLE 5.
                         REPRESENTATIONS AND WARRANTIES

5.1.        REPRESENTATIONS AND WARRANTIES

    5.1.1. The Corporation represents and warrants that this Agreement is
    granted in accordance with a resolution of the directors of the Corporation
    and all matters and things have been done and performed so as to authorize
    and make the execution and delivery of this Agreement, and the performance
    of the Corporation's obligations hereunder, legal, valid and binding.

    5.1.2. The Corporation represents and warrants that the Corporation lawfully
    owns and possesses all Collateral now held and has good title thereto, free
    from all Liens, except Permitted Liens, and the Corporation has good right
    and lawful authority to grant a security interest in the Collateral as
    provided by this Agreement.

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                                      -8-


                                   ARTICLE 6.
                                    REMEDIES

6.1.        REMEDIES AVAILABLE

            After the occurrence and during the continuance of an Event of
Default, the Collateral Agent may, either directly or through its agents or
nominees, sell or otherwise dispose of, or concur in selling or otherwise
disposing of, whether by public sale, private sale or otherwise, Collateral in
such manner and on such terms as it considers to be commercially reasonable. In
addition, the Collateral Agent shall have the following rights, powers and
remedies:

    6.1.1. to make payments to Persons having prior rights or Liens on the
    Collateral; and

    6.1.2. to demand, commence, continue or defend proceedings in the name of
    the Collateral Agent or in the name of the Corporation for the purpose of
    protecting, seizing, collecting, realizing or obtaining possession or
    payment of, or otherwise enforcing rights, powers or remedies with respect
    to, the Collateral and to give effectual receipts and discharges therefor.

            In addition to the rights granted in this Agreement and in any other
agreement now or hereafter in effect between the Corporation and the Collateral
Agent and in addition to any other rights the Collateral Agent may have at law
or in equity or otherwise, the Collateral Agent shall have, both before and
after the occurrence of an Event of Default, all rights and remedies of a
secured party under the PPSA.

            The Collateral Agent may incur reasonable expenses in the exercise
of its rights, powers and remedies set out in this Agreement.

6.2.        POSSESSION OF COLLATERAL

            The Corporation acknowledges that, after the occurrence and during
the continuance of an Event of Default, the Collateral Agent may at any time
take possession of Collateral wherever it may be located and by any method
permitted by law.

6.3.        REMEDIES NOT EXCLUSIVE

            All rights, powers and remedies of the Collateral Agent under this
Agreement may be exercised separately or in combination and shall be in addition
to, and not in substitution for, any other security now or hereafter held by the
Collateral Agent and any other rights, powers and remedies of the Collateral
Agent however created or arising. No single or partial exercise by the
Collateral Agent of any of the rights, powers and remedies under this Agreement
or under any other security now or hereafter held by the Collateral Agent shall
preclude any other and further exercise of any other right, power or remedy
pursuant to this Agreement or any other security or at law, in equity or
otherwise. After the occurrence and during the continuance of an Event of
Default, the Collateral Agent shall have the right to proceed against Collateral
or any other security in such order and in such manner as it shall determine
without waiving any rights,

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powers or remedies which the Collateral Agent may have with respect to this
Agreement or any other security or at law, in equity or otherwise. No delay or
omission by the Collateral Agent in exercising any right, power or remedy
hereunder or otherwise shall operate as a waiver thereof or of any other right,
power or remedy.

6.4.        CORPORATION LIABLE FOR DEFICIENCY

            The Corporation shall remain liable to the Collateral Agent for any
deficiency after the proceeds of any sale or other disposition of Collateral are
received by the Collateral Agent.

6.5.        EXCLUSION OF LIABILITY OF COLLATERAL AGENT

            Except as required by law or in the event of gross negligence or
wilful misconduct by the Collateral Agent, the Collateral Agent shall not be
liable for any exercise or any failure to exercise its rights, powers or
remedies arising hereunder or otherwise, including, without limitation, taking
possession of, collecting, enforcing, realizing, selling or otherwise disposing
of, preserving or protecting the Collateral, or taking any steps or proceedings
for any such purposes or any failure to do any of the foregoing. The Collateral
Agent shall not have any obligation to examine any notices or other
communications with respect to the Collateral or to advise the Corporation of
the expiry of any warrants, options or other rights in respect of or comprising
the Collateral or to advise the Corporation of any other matter relating to any
Persons which are issuers of any Collateral, and the Collateral Agent shall not
have any obligation to take any steps or proceedings to preserve rights against
prior parties to or in respect of the Collateral, whether or not in the
Collateral Agent's possession. Subject to the foregoing, the Collateral Agent
shall use reasonable care in the custody and preservation of the Collateral in
its possession.

6.6.        NOTICE OF SALE

            Unless required by law, the Collateral Agent shall not be required
to give the Corporation any notice of any sale or other disposition of the
Collateral, the date, time and place of any public sale of Collateral or the
date after which any private disposition of Collateral is to be made.

6.7.        CURRENCY CONVERSION

            In the event that from time to time any of the Collateral, or any
portion of any of the Collateral, is in a currency different from the currency
of any of the Obligations, the Collateral Agent may convert the Collateral, or
any portion thereof, from U.S. Legal Tender into currency of Canada ("Canadian
Legal Tender") or Canadian Legal Tender into U.S. Legal tender, or, if for the
purpose of obtaining or enforcing judgment against the Corporation in any Court
in any jurisdiction, it becomes necessary to convert U.S. Legal Tender into
Canadian Legal Tender or Canadian Legal Tender into U.S. Legal Tender, then the
conversion shall be made at the rate of exchange quoted by The Bank of New York
as its spot rate of exchange for the conversion of U.S. Legal Tender or Canadian
Legal Tender, as applicable (the "First Currency"), to the other

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                                      -10-


(the "Second Currency") at approximately noon (New York time) on such day (the
"Conversion Rate") that is the first Business Day prior to the day on which
payment is received.

            If the conversion is not able to be made in the manner contemplated
by the preceding paragraph in the jurisdiction in which the action or proceeding
is brought, then the conversion shall be made at the Conversion Rate on the day
on which the judgment is given.

            If the Conversion Rate on the date of payment is different from the
Conversion Rate on such first Business Day or on the date of judgment, as the
case may be, the Corporation shall pay such additional amount (if any) in the
Second Currency as may be necessary to ensure that the amount paid on such
payment date is the aggregate amount in the Second Currency which, when
converted at the Conversion Rate on the date of payment, is the amount due in
the First Currency, together with all costs, charges and expenses of conversion.
Any additional amount owing by the Corporation pursuant to the provisions of
this section shall be due as a separate debt and shall give rise to a separate
cause of action and shall not be affected by or merged into any judgment
obtained for any other amounts due under or in respect of the Notes, the
Indenture or any of the Security Agreements (including this Agreement).

                                   ARTICLE 7.
                             APPLICATION OF PROCEEDS

7.1.        APPLICATION OF PROCEEDS

            The Proceeds arising from the enforcement of the Security Interest
as a result of the possession by the Collateral Agent of the Collateral or from
any sale or other disposition of, or realization of security on, the Collateral
(except following acceptance of Collateral in satisfaction of the Obligations)
shall be applied by the Collateral Agent in the following order, except to the
extent otherwise required by law or the Indenture:

    7.1.1. first, in payment of the Collateral Agent's reasonable costs, charges
    and expenses (including legal fees on a solicitor and his own client basis)
    incurred in the exercise of all or any of the rights, powers or remedies
    granted to it under this Agreement and any amounts due to the Collateral
    Agent under the Canadian Collateral Agency Agreement;

    7.1.2. second, in payment of amounts paid by the Collateral Agent pursuant
    to section 6.1.1;

    7.1.3. third, in payment of all money borrowed or advanced by the Collateral
    Agent, if any, pursuant to the exercise of the rights, powers or remedies
    set out in this Agreement and any interest thereon;

    7.1.4. fourth, in payment of the remainder of the Obligations; and

    7.1.5. last, to the Corporation or as otherwise required by applicable law.

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7.2.        MONIES ACTUALLY RECEIVED

            The Corporation shall be entitled to be credited only with the
actual Proceeds arising from the possession, sale or other disposition of, or
realization of security on, the Collateral when received by the Collateral Agent
and such actual Proceeds shall mean all amounts received in cash by the
Collateral Agent upon such possession, sale or other disposition of, or
realization of security on, the Collateral.

                                   ARTICLE 8.
                                     GENERAL

8.1.        POWER OF ATTORNEY

            After the occurrence and during the continuance of an Event of
Default, the Corporation hereby appoints the Collateral Agent, as the
Corporation's attorney, with full power of substitution, in the name and on
behalf of the Corporation, to execute, deliver and do all such acts, deeds,
documents, transfers, demands, conveyances, assignments, contracts, assurances,
consents, financing statements and things as the Corporation has herein agreed
to execute, deliver and do or as may be required by the Collateral Agent to give
effect to this Agreement or in the exercise of any rights, powers or remedies
hereby conferred on the Collateral Agent, and generally to use the name of the
Corporation in the exercise of all or any of the rights, powers or remedies
hereby conferred on the Collateral Agent. This appointment, coupled with an
interest, shall not be revoked by the insolvency, bankruptcy, dissolution,
liquidation or other termination of the existence of the Corporation or for any
other reason.

8.2.        EXPENSES

            The Corporation shall pay to the Collateral Agent on demand all of
the Collateral Agent's reasonable costs, charges and expenses (including,
without limitation, legal fees on a solicitor and his own client basis) in
connection with the preparation, registration or amendment of this Agreement,
the perfection or preservation of the Security Interest, the enforcement by any
means of any of the provisions hereof or the exercise of any rights, powers or
remedies hereunder, together with interest thereon from the date each of such
costs, charges and expenses were incurred to the date of payment at the rate
normally charged by the Collateral Agent or similar accounts.

8.3.        INDEMNITY

            The Corporation shall indemnify the Collateral Agent and its
nominees against all costs, expenses, liabilities, claims, demands, damages,
losses, actions and proceedings of any kind which the Collateral Agent or its
nominees may suffer or incur by reason of the Collateral Agent being now or
hereafter a holder, or registered as owner, of the Collateral, except for such
costs, expenses, liabilities, claims, demands, damages, losses, actions and
proceedings caused by the gross negligence or wilful misconduct of the
Collateral Agent.

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8.4.        SET-OFF

            After the occurrence and during the continuance of an Event of
Default, the Collateral Agent may, without notice to the Corporation or to any
other Person, set-off, appropriate and apply any and all deposits, general or
special, matured or unmatured, held by or for the benefit of the Corporation
with the Collateral Agent, and any other indebtedness and liability of the
Collateral Agent to the Corporation, matured or unmatured, against and on
account of the Obligations when due, in such order of application as the
Collateral Agent may from time to time determine.

8.5.        DEALINGS WITH OTHERS

            The Collateral Agent may grant extensions of time and other
indulgences, take and give up security, accept compositions, make settlements,
grant releases and discharges and otherwise deal with the Corporation, debtors
of the Corporation, sureties and other Persons and with Collateral and other
security as the Collateral Agent sees fit, without prejudice to the liability of
the Corporation to the Collateral Agent or the rights, powers and remedies of
the Collateral Agent under this Agreement.

8.6.        NO OBLIGATION TO ADVANCE

            Nothing herein contained shall in any way obligate the Collateral
Agent to advance any funds, or otherwise make or continue to make any credit
available, to the Corporation.

8.7.        PERFECTION OF SECURITY

            The Corporation authorizes the Collateral Agent to file such
financing statements and other documents and do such acts, matters and things as
the Collateral Agent may consider appropriate to perfect and continue the
Security Interest, to protect and preserve the interest of the Collateral Agent
in Collateral and to realize upon the Security Interest.

8.8.        COMMUNICATION

            Any notices or other communications required or permitted hereunder
shall be in writing, and shall be sufficiently given if made by hand delivery,
by telex, by telecopier or registered or certified mail, postage prepaid, return
receipt requested, addressed as follows:

            if to the Corporation:

            SLM Trademark Acquisition Canada Corporation
            3500 boul. de Maisonneuve, Suite 1210
            Westmount, Quebec Canada H3Z 3C1
            Facsimile No.:  (514) 932-6020

            if to the Collateral Agent:

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            BNY Trust Company of Canada
            4 King Street West
            Suite 1101
            Toronto, Ontario  Canada  M5H 1B6
            Facsimile:  (416) 360-1711

            Attention:  George Bragg

            Each of the Corporation and the Collateral Agent by written notice
to each other such Person may designate additional or different addresses for
notices to such Person. Any notice or communication to the Corporation or the
Collateral Agent shall be deemed to have been given or made as of the date so
delivered if personally delivered; when answered back, if telexed; when receipt
is acknowledges, if faxed; and five (5) calendar days after mailing if sent by
registered or certified mail, postage prepaid (except that a notice of change of
address shall not be deemed to have been given until actually received by the
addressee).

            Notwithstanding the foregoing, if the PPSA requires that a notice or
other communication be given in a specified manner, then any such notice or
communication shall be given in such manner.

8.9.        NO MERGER

            This Agreement shall not operate so as to create any merger or
discharge of any of the Secured Obligations, or of any assignment, transfer,
guarantee, lien, contract, promissory note, bill of exchange or security
interest of any form held or which may hereafter be held by the Collateral Agent
from the Corporation or from any other person whomsoever. The taking of a
judgement with respect to any of the Secured Obligations will not operate as a
merger of any of the covenants contained in this Agreement.

8.10.       SUCCESSORS AND ASSIGNS

            This Agreement shall be binding on the Corporation and its
successors and shall enure to the benefit of the Collateral Agent and its
successors and assigns. This Agreement shall be assignable by the Collateral
Agent free of any set-off, counter-claim or equities between the Corporation and
the Collateral Agent, and the Corporation shall not assert against an assignee
of the Collateral Agent any claim or defense that the Corporation has against
the Collateral Agent.

8.11.       AMALGAMATION OF CORPORATION

            The Corporation hereby acknowledges and agrees that, subject to
compliance with the Security Agreements, in the event it amalgamates with any
other corporation or corporations, it is the intention of the parties hereto
that the term "Corporation", when used herein, shall apply to each of the
amalgamating corporations and to the amalgamated corporation, such that the
security interest granted hereby:

<Page>
                                      -14-


    8.11.1. shall extend to "Collateral" (as that term is herein defined) owned
    by each of the amalgamating corporations and the amalgamated corporation at
    the time of amalgamation and to any "Collateral" thereafter owned or
    acquired by the amalgamated corporation;

    8.11.2. shall secure the Corporation's "Secured Obligations" (as that term
    is herein defined) of each of the amalgamating corporations and the
    amalgamated corporation to the Collateral Agent, for and on behalf of the
    Trustee, at the time of amalgamation and any "Secured Obligations" of the
    amalgamated corporation to the Collateral Agent, for and on behalf of the
    Trustee, thereafter arising; and

    8.11.3. shall attach to "Collateral" owned by each corporation amalgamating
    with the Corporation and by the amalgamated corporation, at the time of
    amalgamation, and shall attach to any "Collateral" thereafter owned or
    acquired by the amalgamated corporation when such becomes owned or is
    acquired.

8.12.       COPY RECEIVED

            The Corporation hereby acknowledges receipt of a copy of this
Agreement and a copy of the financing statement/verification statement
registered under the PPSA in respect of the Security Interest. The receipt by
the Corporation's legal counsel of a financing statement or financing change
statement, or a copy thereof, shall be deemed to be receipt of same by the
Corporation.

8.13.       INTERCREDITOR AGREEMENT

            Notwithstanding any provision herein to the contrary, in case of any
conflict or inconsistency between the provisions of this Agreement and those of
the Intercreditor Agreement, including, without limitation, with respect to the
rights and obligations of the parties and the conditions and terms on which
security interests may be enforced, the provisions of the Intercreditor
Agreement shall prevail and be paramount.

            IN WITNESS WHEREOF the Corporation has executed this Agreement as of
the day first above written.

                                    SLM TRADEMARK ACQUISITION CANADA
                                    CORPORATION

                                    by: /s/ Robert A. Desrosiers
                                        -------------------------------
                                        Name: Robert A. Desrosiers
                                        Title: Vice President, Finance
                                               and Administration

                                    by:_______________________________________
                                       Name:
                                       Title:

</TEXT>
</DOCUMENT>
