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MAY 2003

PricewaterhouseCoopers Inc.

This Confidential Information Memorandum (the Memorandum) has been prepared for the purpose of providing interested parties with general information to assist them in their evaluation of an asset of Canada Ducks Inc. (the Company), namely the amphibious vehicle known as Canada Ducks (the Asset). On May 12, 2003 PricewaterhouseCoopers Inc. (PwCI or the Receiver) was appointed Receiver of Canada Ducks Inc. and has been authorized to offer the Asset for sale. The Memorandum is based upon information provided by third parties and is intended solely for use by prospective purchasers of the Asset who have executed and delivered to the Receiver a confidentiality agreement in the form requested (the Confidentiality Agreement). The Memorandum forms part of the Confidential Information as defined in the Confidentiality Agreement which, inter alia , provides that the recipient will not copy or otherwise reproduce or distribute to any party, the Memorandum in whole or in part, or any information contained herein, at any time without the prior written consent of PwCI. The Memorandum does not purport to contain all information that a prospective purchaser of the Asset may require and recipients are responsible for satisfying themselves as to the accuracy and completeness of all information contained herein. The Memorandum is provided to potential purchasers on the basis that such parties will undertake such investigations including such mechanical inspections as they deem necessary to enable them to independently make their own decision regarding the opportunity detailed herein. PwCI makes no representation or warranty, expressed or implied, statutory or otherwise as to the accuracy or completeness of any information contained herein and any such warranty is hereby expressly excluded and PwCI shall have no liability resulting from the use of the information contained in the Memorandum. The format of the Offer to Purchase, along with the Terms and Conditions of Sale, are included in Appendix A. All communications, inquiries and requests for information relating to the Memorandum or to a possible transaction involving the Asset should be addressed in writing to:

PricewaterhouseCoopers Inc. 99 Bank Street, Suite 700 Ottawa, Ontario, Canada

K1P 1K6

Confidential Facsimile (613) 237-7074 Mr. Christopher Crupi,CA,CIRP, Vice President (613) 755-5981 Memorandum Number: ______________________________________________ Issued To: ______________________________________________

CONFIDENTIAL INFORMATION MEMORANDUM


As Receiver, PwCI is offering for sale and inviting Offers to Purchaser the amphibious vehicle known as Canada Ducks on an as is, where is basis with no representations or warranties provided whatsoever. Any such sale may be subject to approval of third parties. PwCI is not bound to accept the highest or any offer, and reserves the right to withdraw all or any part of the assets from the sale, at any time without notice to any party. Specific questions regarding the assets available for sale should be directed to Christopher Crupi, Vice President at (613) 755-5981. All Offers to Purchase (Offer) must be in the form attached in Appendix A. Terms and Conditions of Sale are also attached as Schedule A to Appendix A. All Offers must be accompanied with a deposit (bank draft or certified cheque) in the amount of 20% of the total Purchase Price. Any Offer received without the proper deposit will be returned to the Offeror without consideration. We recommend that all prospective purchasers inspect the Asset prior to submitting an Offer to Purchase to the Receiver.

SALES PROCESS


THE ASSET The Receiver is seeking buyers for the following assets: o 1943 amphibious vehicle known as Canada Ducks; and o all relevant documents. Other Specifications

o Perkins 1006-6 diesel engine o weighs 18,000 pounds o 36 feet long o 8 feet 2.4 inches wide o 32 passenger + 2 crew (driver and tour guide)

Other Documentation The Receiver is in possession of the following documents: Document Issued By Date Issued Comment Modification Plan Business Plan

Canada Ducks Inc.

Pictures: See pictures in Appendix B.

FINANCIALS Historical Results No financial information is available regarding Canada Ducks Inc.


APPENDIX A

Offer to Purchase and Terms and Conditions of Sale

OFFER TO PURCHASE CANADA DUCKS, AN AMPHIBIOUS VEHICLE

To:

PricewaterhouseCoopers Inc. 99 Bank Street, Suite 700 Ottawa, Ontario, Canada

K1P 1K6

Confidential Facsimile (613) 237-7074

Mr. Christopher Crupi, Vice President (613) 755-8741

1. (Name of Offeror) 2. (Address of Offeror) 3. (Telephone Number) (Fax Number) (Person to be Contacted)

4. The vendor is PricewaterhouseCoopers Inc., Receiver of Canada Ducks Inc. (hereinafter referred to as the Receiver or the Vendor) of certain of the property and assets, namely Canada Ducks (the Asset) of Canada Ducks Inc. (hereinafter referred to as the Company).

5. The amount(s) offered, in Canadian Funds (CDN), for the Assets are shown below:

Description

Amount Offered

Canada Ducks (excluding taxes) $ Goods and Services Tax (Federal) @ 7% $ Provincial Sales Tax (Ontario) @ 8% $ Total Offer, including taxes $

6. Note: The PST payable to the Ontario Ministry of Finance, Canada will be refunded to the purchaser post closing once the purchaser demonstrates that the PST has been paid to the authorities upon vehicle transfer.

7. In accordance with paragraph 4 of the Terms and Conditions we enclose, in the acceptable payment form, $______________, representing twenty per cent (20%) of the total amount, including applicable taxes, of the offer.

8. We agree that the Terms and Conditions of Sale attached hereto as Schedule A are acceptable and deemed to be part hereof.

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DATED AT __________________ this ___________ day of ___________, 2002. (City or Town) (date) (month) (Print name of Offeror) Per: (Authorized Signing Officer) Note: (1) Any additional pages attached to the Offer must be initialled by the party executing the offer. (2) An Offer submitted by a corporation must be executed under corporate seal. The undersigned hereby accepts the above offer. Dated at ,this day of , 2003. PricewaterhouseCoopers Inc., in its capacity as Receiver of Canada Ducks Inc. and not in its personal capacity Per: _____________________________ Christopher Crupi Vice President

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Schedule A

Terms and Conditions of Sale

1. PricewaterhouseCoopers Inc. in its capacity as (the Receiver) of Canada Ducks Inc. (the

Company) will consider written Offers to Purchase its right, title, and interest, if any, in

the asset known as the amphibious vehicle Canada Ducks (the Asset).

All Offers must be received by the Receiver at the following office location: PricewaterhouseCoopers Inc. Receiver re: Canada Ducks Inc. 99 Bank Street Suite 700 OTTAWA ON K1P 1K6 CANADA Attention: Mr. Christopher Crupi Fax: (613) 237-7074 Phone: (613) 755-5981

2. Offers will only be accepted on the basis that the party submitting the Offer has satisfied

itself as to the title to the Asset being purchased and that no representation, warranty, term,

condition, understanding or collateral agreement, statutory or otherwise, is expressed or can

be implied, with respect to title, merchantability, condition, description, fitness for purpose,

quality, quantity or any other thing, affecting the Asset or in respect of any other matter or

thing whatsoever except as expressly stated herein. Without limiting the foregoing, each

party submitting an Offer acknowledges and agrees that the Asset is specifically offered on

an "as is, where is" basis as each asset will exist on the Closing Date and no adjustment shall

be allowed to either the Receiver or a Purchaser for changes in condition or quantities of the

Asset from the date hereof and that the sale, transfer and assignment of the Companys right,

title and interest, if any, in and to the Asset is subject to the terms of any license, patent or

any other agreement comprising or relating to such asset(s), including, without limitation, (i)

any consents of any licensor or any other party, (ii) any restrictions on disclosure or

assignability, and (iii) any provisions relating to confidentiality and rights of first refusal for

the benefit of any other party to such license, patent or any other agreement. The Purchaser

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acknowledges that it will be responsible for making its own arrangements with any

government authorities and licensors of Asset or other parties required to operate or related

to Asset. Each party submitting an Offer acknowledges that the Receiver is not required to

inspect, or provide any inspection of the Asset or any part thereof and such party shall be

deemed, at its own expense, to have relied entirely on its own judgement, inspection and

investigation. It shall be the sole responsibility of the Purchaser to obtain, at its own

expense, any consent to such transfer and any further documents or assurances, which are

necessary or desirable in the circumstances. The Receiver shall not be liable for any

incorrect description, defect or condition of the Asset, and each person submitting an Offer

shall make no claim against the Receiver or any of its directors, officers or employees in

connection with the Offer for the purchase of the Asset.

3. All Offers must be in the form of the "Offer to Purchase", prescribed by the Receiver, to

which a duly authorized officer of the entity making the Offer annexes these Terms and

Conditions of Sale as Schedule A and signs the Offer. In the event that a corporation

submits an Offer, the Offer must be endorsed with the corporations corporate seal, or if the

corporation has no seal, the signature of an officer of the corporation must be duly

witnessed.

4. All Offers must be accompanied by a bank draft or certified cheque payable to

"PricewaterhouseCoopers Inc. - in Trust" in an amount equal to not less than 20% of the

purchase price including applicable taxes offered for the Asset. If the Offer is accepted, this

draft or cheque shall be deemed a non-refundable cash deposit (the "Deposit") and shall be

negotiated, held and applied against the purchase price at closing.

5. This is not a sale by tender but a solicitation of offers. The highest or any Offer will not

necessarily be accepted. The acceptance of any Offer is at the Receiver's sole and

absolute discretion. No person shall retract, withdraw or countermand an Offer before

notification of acceptance or rejection of the Offer by the Receiver.

6. The Receiver reserves the right to amend or terminate the Offer process at any time.

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7. If any Offer is accepted by the Receiver, the Receiver will notify the Purchaser of such

acceptance, by notice, in writing, delivered by facsimile transmission addressed to the

Purchaser at the address set forth in his Offer. Such notice is deemed to be effectively given

and received when transmitted by facsimile.

8. It shall be a condition precedent to the Receiver's obligation to complete any transaction to

sell assets that:

(a) none of the assets which are the subject of an Offer are removed from the possession

of the Receiver by any means or process or are redeemed by any party; and,

(b) there is no Order of a Court of competent jurisdiction enjoining the Receiver from

proceeding with the sale of any asset(s) subject to an Offer.

The conditions precedent described above are solely in favour of the Receiver and may

be waived only by the Receiver, in writing, at any time prior to closing.

9. If one or both of the above conditions precedent are not satisfied or waived, in writing, by

the Receiver prior to closing, the sole obligation of the Receiver will be to return the

Deposit to the Purchaser without interest or deduction. Acceptance of any Offer may be

subject, in the sole and absolute discretion of the Receiver, to the Receiver and the

Purchaser entering into an Offer on terms and in a form acceptable to the Receiver.

10. Unless, at the time of acceptance, the Receiver notifies the Purchaser that acceptance of the

Offer is subject to the Receiver and Purchaser entering into a Offer on terms and in a form

acceptable to the Receiver, an Offer and the acceptance thereof in accordance with

paragraph 9 above, together with these Terms and Conditions of Sale, which shall be

deemed to form part of each Offer, shall constitute a valid and binding Offer between the

party submitting the Offer and the Receiver with respect to the Asset, and such agreement

shall not be amended without the prior written consent of the Receiver.

11. All Deposits in respect of Offers not accepted by the Receiver shall be returned to the party

by prepaid registered mail, addressed to the party at the address set forth in its Offer as soon

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as possible following the notification of the successful offeror by the Receiver, without any

interest thereon.

12. The balance of the purchase price, together with any taxes referred to below, shall be paid

by cash or certified cheque payable to the Receiver or its solicitors on or before the

Closing Date. The Receiver will give the Purchaser at least twenty four (24) hours

written notice, by facsimile transmission, of the date on which the closing will occur,

which date shall be in the sole discretion of the Receiver, acting reasonably (the Closing

Date). The closing shall take place at the office of the Receiver or its solicitor.

13. The Purchaser shall pay to the Receiver on the Closing Date, in addition to the balance of

the Purchase Price, any and all federal, provincial and other sales, goods and services taxes

and other taxes whatsoever which are payable in connection with the purchase and

conveyance of the Asset herein, together with all duties, registration fees or other charges

properly payable or exigible upon or in connection with the conveyance or transfer of the

Asset or, in the alternative, where applicable, the Purchaser will provide the Receiver with

appropriate exemption certificates in form and substance satisfactory to the Receiver in

respect of such taxes. The Purchaser will indemnify and hold the Receiver harmless in

respect of any taxes, penalties, interest and other amounts which may be assessed against the

Receiver under the Excise Tax Act (Canada), the Retail Sales Tax Act (Ontario), or any

comparable law as a result of the sale of the Asset or under as a result of the failure by the

Purchaser to pay all the aforementioned taxes exigible in connection with the transactions

contemplated by this Agreement, whether arising from re-assessment or otherwise.

14. Subject to alternative arrangements being made by the Purchaser with the Receiver, the

Purchaser shall remove the Asset at its sole expense from its present location at Rideau

Auctions in Winchester, Ontario, Canada (the "Premises") as soon as possible and in any

event within 7 days after the Closing Date (the "Removal Deadline"). The Purchaser shall

be solely responsible for the costs of dismantling and removing the purchased assets from

the Premises and leaving the Premises in an undamaged condition. The Purchaser will be

responsible for all damages, howsoever incurred, and all environmental spills or discharge

arising from the removal of the Asset by the Purchaser or its Receivers, and will repair and

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rectify at the Purchasers sole cost and expense any damages to or on the Premises arising

from the Purchasers removal of any assets from the Premises and will comply with all

pertinent legislation and regulations relating to the removal of the Asset from the Premises.

15. The Receiver shall not be required to furnish or produce any abstract, survey, deed,

declaration or other document or evidence of title except such documents that are in its

possession. Any documents provided will be without any representation or warranty of any

kind whatsoever.

16. Prior to any closing, the Asset shall be and remain in the possession of and at the risk of the

Receiver. In the event of substantial damage to the Asset occurring on or before the Closing

Date, the Receiver shall terminate the Offer and have all monies theretofore paid by the

Purchaser returned without interest, costs or compensation of any kind whatsoever to the

Purchaser.

17. If after acceptance of an Offer by the Receiver a sale is not completed because of the

Purchaser's default, the Purchaser's Deposit and all other payments made in connection with

the Purchase Price shall be retained by the Receiver on account of liquidated damages and

not as a penalty and such Asset may be resold by the Receiver. The defaulting Purchaser

shall further pay to the Receiver (i) an amount equal to the amount, if any, by which the

Purchase Price under the Offer exceeds the net purchase price received by the Receiver

pursuant to such resale, and (ii) an amount equal to all costs and expenses incurred by the

Receiver in respect of or occasioned by the Purchaser's failure to comply with its Offer.

18. The submission of an Offer to the Receiver shall constitute an acknowledgement that the

prospective purchaser has received, reviewed, understood, acknowledged and agreed to the

terms of the "Confidential Information Memorandum" (CIM), as well as these "Terms and

Conditions of Sale". To the extent that the CIM is inconsistent with the Terms and

Conditions of Sale, the Terms and Conditions of Sale shall prevail.

19. Each prospective Purchaser acknowledges that PricewaterhouseCoopers Inc. is acting solely

in its capacity as Receiver of the Company, and as such, its liabilities hereunder or under

any Offer contemplated hereby, or as a result of any sale contemplated hereby, will be in its

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capacity as Receiver and it shall have no personal or corporate liability of any kind, whether

in contract or in tort.

20. The validity and interpretation of any Offer shall be governed by the laws of Ontario,

Canada and such agreement shall enure to the benefit of and be binding upon the parties

thereto, and their respective heirs, executors, administrators, successors or assigns as the

case may be. The parties agree to attorn to the exclusive jurisdiction of the Ontario Courts.

21. The terms and conditions contained herein shall not merge on the closing of the transaction

contemplated by any Offer but shall survive such closing and remain in full force and effect

and be binding on each Purchaser thereafter.

22. Time is of the essence in any Offer.

Dated at Ottawa, Ontario, this 13TH day of May, 2003.

PRICEWATERHOUSECOOPERS INC., in its capacity as Receiver of Canada Ducks Inc. and not in its personal capacity


APPENDIX B

Pictures

dukw canada

Documents