Agreement between Similar Tobacco Corporation ("STC") - and - The Commissioner of Competition ("Commissioner")

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WHEREAS the Commissioner is responsible for the administration and enforcement of the
Competition Act, R.S.C. 1985, c. C-34 (the "Act"), and has commenced an Inquiry pursuant to s. 10
of the Act in regard to cigarettes and other tobacco products ("Tobacco Products") for sale to the
public, described as "light" and "mild" and variants thereof, such as, but not limited to, "extra light",
"ultra light", "extra mild" and "ultra mild ("L/M Descriptors") in Canada;

AND WHEREAS STC is engaged in Canada in the manufacture and/or distribution of Tobacco
Products bearing L/M Descriptors;

THE PARTIES HEREBY AGREE AS FOLLOWS:

1. Application of this Agreement

   1.1 The provisions of this Agreement are subject to the definitions set forth in Appendix "A."

   1.2 Nothing in this Agreement is intended to modify STC's obligations under the Tobacco Act.

2. Cessation of Use of the L/M Descriptors

   2.1 As of December 31, 2007, STC will cease using L/M Descriptors on it's Tobacco Products
   and packaging. A list of STC's Brand Names covered by this Agreement are contained in
   Appendix "B".

3. Sale of Existing Stock

   3.1 Any Tobacco Products bearing L/M Descriptors may be sold or distributed in Canada by
   STC, provided they were manufactured or and packaged prior to December 31, 2007.

4. Other Manufacturers and Distributors

   4.1 The Commissioner shall use reasonable best efforts to obtain from other manufacturers
   and/or distributors in Canada of Tobacco Products, comparable commitments to
   discontinue their use of L/M Descriptors not later than December, 2007.

5. General

   5.1 This Agreement is entered into without any admission of liability on the part of STC, and
   it does not constitute a finding of fact or law on any issue as against STC.

   5.2 This Agreement is entered into by STC solely for the purpose of voluntarily cooperating
   with a request by the Commissioner to discontinue the use of L/M Descriptors and in
   anticipation of regulatory changes under the Tobacco Act.

   5.3 This Agreement shall be governed by and interpreted in accordance with the laws of the
   Province of Ontario and the laws of Canada applicable therein.

   5.4 This Agreement may be executed in counterpart and by facsimile and each such
   counterpart shall constitute an original and all of which taken together shall constitute one
   and the same instrument, dated as of the date set forth below.

6. Modification or Default

   6.1 If STC believes that some modification of this Agreement is justified due to changed
   circumstances, STC and the Commissioner agree to engage in good faith efforts to
   resolve the matter.

   6.2 In the event of any dispute between the Parties as to the interpretation or application of
   this Agreement, including a dispute as to whether there has been a default in the
   performance of any of the obligations in this Agreement, the Parties agree to first engage
   in good faith efforts to resolve such dispute, before taking any other steps to resolve the
   dispute. In the event that STC does not cease use of the L/M descriptors in accordance
   with clause 2.1 of this Agreement, the Commissioner may deliver a notice of default to
   STC. STC shall have 30 days to remedy any default. If the default has not been remedied
   during such 30 day period the Commissioner may, following the expiry of the 30 day
   period, file this Agreement with the Competition Tribunal for registration as a Consent
   Agreement between the Commissioner and STC, pursuant to s.74.12 of the Act. STC
   irrevocably consents to the registration of this Agreement as a Consent Agreement in
   such case and to the filing of the signed consent form which is attached as Appendix "C."

7. Term of this Agreement

   7.1 This Agreement shall remain in force from the date of its signing until such time as
   regulations pursuant to the Tobacco Act come into force prohibiting the use of L/M
   Descriptors in regard to Tobacco Products, andlor their packaging, whereupon this
   Agreement will terminate automatically.

8. Notice

   8.1 Any notice required to be given pursuant to any terms of this Agreement is valid if given
   by facsimile transmission or registered mail to:

   1. The Commissioner:
      Sheridan Scott
      Commissioner of Competition
      Competition Bureau Canada
      Place du Portage, Phase I,
      50 Victoria Street
      Gatineau, Quebec KIA 0C9

      Telephone: 819-997-5300
      Facsimile: 819-953-5013

      With copies to:

      Jim Marshall
      Senior Counsel
      Competition Law Division
      Justice Canada
      Place du Portage, Phase I,
      50 Victoria Street
      Gatineau, Quebec KIA 0C9

      Telephone: 819-997-2834
      Facsimile: 819-953-9267

   2. STC:
      John E. McFaul
      President
      Similar Tobacco Corporation
      2775, Av. Georges
      Montreal, Quebec,
      H1L 657

      Telephone: 514-645-5785
      Facsimile: 514-645-5502

Dated at Gatineau, Quebec, this 19th day of March, 2007.

______________________________
Sheridan Scott
Commissioner of Competition

Dated at Montreal, Quebec, this 15th day of March, 2007.

______________________________
President
Similar Tobacco Corporation

Appendix" A"

Definitions

In accordance with Clause 1.1 of this Agreement, the following definitions shall apply:

A. "Agreement" means this Agreement as entered into by STC and the Commissioner;

B. "Brand Name" means word(s) used by STC to identify its products to consumers and
includes, but is not limited to, trademark names of cigarettes and any words forming part of
such trademark names;

C. "Commissioner" means the Commissioner of Competition, appointed pursuant to section 7
of the Act, and authorized representatives of the Commissioner;

D. "L/M Descriptors" means the words "light" and "mild", and combinations and variants
thereof such as, but not limited to, "extra light," "ultra light," "extra mild" and "ultra mild
as descriptors on cigarette packages or elsewhere;

E. "Parties" means the Commissioner and STC;

F. "STC" means Similar Tobacco Corporation, a company incorporated under the laws of
Canada;

G. "Tobacco Products" means cigarettes, tobacco sticks and fine cut tobacco currently
distributed by STC;

Appendix "B"

STC Brand Names

In accordance with Clause 2.1 of this Agreement, the following STC Brand Names are covered
by this Agreement:

Cigarette Products
Similar Blue Light
Similar Red Light

Appendix "C"

Consent Form

To: The Competition Tribunal

1. The Commissioner of Competition and Similar Tobacco Corporation ("STC") consent to the
filing of an Agreement dated March 15th , 2007, with the Competition Tribunal for
immediate registration as a consent agreement between the Commissioner of Competition
and STC pursuant to s. 74.12 of the Competition Act.

2. The name and address of the persons in respect of whom the consent agreement is made are:

Commissioner of Competition
50 Victoria Street
Gatineau, Quebec
K1A OC9

Similar Tobacco Corporation
2775, Av. Georges
Montreal, Quebec,
HlL 657

Per:_________________________
Sheridan Scott
Commissioner of Competition

Per:_________________________
President
Similar Tobacco Corporation