<PAGE>
                                                                     Exhibit 4.1

                       SHAREHOLDER RIGHTS PLAN AGREEMENT




                                    BETWEEN





                                 COGNICASE INC.





                                    - and -





                            NATIONAL BANK TRUST INC.

                                AS RIGHTS AGENT





================================================================================


                          DATED AS OF DECEMBER 19, 2002


================================================================================


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                           PAGE
<S>       <C>                                                                              <C>
ARTICLE 1  INTERPRETATION.....................................................................2
   1.1     CERTAIN DEFINITIONS................................................................2
   1.2     CURRENCY..........................................................................13
   1.3     NUMBER AND GENDER.................................................................13
   1.4     SECTIONS AND HEADINGS.............................................................13
   1.5     STATUTORY REFERENCES..............................................................13
   1.6     DETERMINATION OF PERCENTAGE OWNERSHIP.............................................14
   1.7     ACTING JOINTLY OR IN CONCERT......................................................14
   1.8     GENERALLY ACCEPTED ACCOUNTING PRINCIPLES..........................................14

ARTICLE 2  THE RIGHTS........................................................................15
   2.1     LEGEND ON COMMON SHARE CERTIFICATES...............................................15
   2.2     INITIAL EXERCISE PRICE; EXERCISE OF RIGHTS; DETACHMENT OF RIGHTS..................16
   2.3     ADJUSTMENTS TO EXERCISE PRICE; NUMBER OF RIGHTS...................................19
   2.4     DATE ON WHICH EXERCISE IS EFFECTIVE...............................................24
   2.5     EXECUTION, AUTHENTICATION, DELIVERY AND DATING OF RIGHTS CERTIFICATES.............24
   2.6     REGISTRATION, TRANSFER AND EXCHANGE...............................................25
   2.7     MUTILATED, LOST, STOLEN AND DESTROYED RIGHTS CERTIFICATES.........................25
   2.8     PERSONS DEEMED OWNERS.............................................................26
   2.9     DELIVERY AND CANCELLATION OF CERTIFICATES.........................................26
   2.10    AGREEMENT OF RIGHTS HOLDERS.......................................................26

ARTICLE 3  ADJUSTMENTS TO THE RIGHTS.........................................................27
   3.1     FLIP-IN EVENT.....................................................................27
   3.2     FIDUCIARY DUTIES OF THE BOARD OF DIRECTORS OF THE CORPORATION.....................29

ARTICLE 4  THE RIGHTS AGENT..................................................................29
   4.1     GENERAL...........................................................................29
   4.2     MERGER, AMALGAMATION, CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT.............30
   4.3     DUTIES OF RIGHTS AGENT............................................................31
   4.4     CHANGE OF RIGHTS AGENT............................................................33

ARTICLE 5  MISCELLANEOUS.....................................................................33
   5.1     REDEMPTION, WAIVER AND TERMINATION................................................33
   5.2     EXPIRATION........................................................................35
   5.3     ISSUANCE OF NEW RIGHTS CERTIFICATES...............................................35
   5.4     SUPPLEMENTS AND AMENDMENTS........................................................35
   5.5     FRACTIONAL RIGHTS AND FRACTIONAL SHARES...........................................35
   5.6     RIGHTS OF ACTION..................................................................36
   5.7     HOLDER OF RIGHTS NOT DEEMED A SHAREHOLDER.........................................36
   5.8     NOTICE OF PROPOSED ACTIONS........................................................36
   5.9     NOTICES...........................................................................37
   5.10    COSTS OF ENFORCEMENT..............................................................37
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                                           PAGE
<S>       <C>                                                                              <C>
   5.11    DECLARATION AS TO NON-CANADIAN AND NON-U.S. HOLDERS...............................38
   5.12    SUCCESSORS........................................................................38
   5.13    BENEFITS OF THIS AGREEMENT........................................................38
   5.14    DETERMINATION AND ACTIONS BY THE BOARD OF DIRECTORS...............................38
   5.15    GOVERNING LAW.....................................................................38
   5.16    LANGUAGE..........................................................................39
   5.17    COUNTERPARTS......................................................................39
   5.18    SEVERABILITY......................................................................39
   5.19    EFFECTIVE DATE....................................................................39
   5.20    TERMINATION OF AGREEMENT..........................................................39
   5.21    TIME OF THE ESSENCE...............................................................39
</TABLE>


<PAGE>

                        SHAREHOLDER RIGHTS PLAN AGREEMENT


THIS AGREEMENT dated as of December 19, 2002.


BETWEEN:                 COGNICASE INC., 9th Floor, 111 Duke Street, Montreal QC
                         H3C 2M1

                                (the "CORPORATION")

AND:                     NATIONAL BANK TRUST INC., 16th Floor, 1100 University
                         Street, Montreal QC H3B 2G7

                                (the "RIGHTS AGENT")

WHEREAS:

A.   CGI Group Inc. has announced its intention to make an unsolicited take-over
     bid for the securities of the Corporation.

B.   The Board of Directors of the Corporation, upon the unanimous
     recommendation of a special committee of independent directors, has
     determined that it is advisable and in the best interests of the
     Corporation to adopt a shareholder rights plan (the "RIGHTS PLAN") to (a)
     ensure, to the extent possible, that the Board of Directors has adequate
     time to consider and evaluate any unsolicited bid for the Corporation's
     securities, including that proposed by CGI Group Inc., (b) provide the
     Board of Directors with adequate time to identify, develop and negotiate
     value-enhancing alternatives, if considered appropriate, to any such
     unsolicited bid, (c) encourage the fair treatment of shareholders in
     connection with any take-over offer for the Corporation's securities, and
     (d) generally to prevent any person from acquiring ownership (or the right
     to acquire ownership) of or the right to vote more than 20% of the
     outstanding common shares of the Corporation (or, where such person already
     owns or has the right to vote more than 20% of such outstanding common
     shares at the date hereof, any additional common shares) while the process
     undertaken by the Board of Directors is ongoing, or entering into
     arrangements or relationships that have a similar effect.

C.   In order to implement the Rights Plan, the Board of Directors has:

     (a)  authorized and declared a distribution on the Effective Date of one
          right (a "RIGHT") in respect of each Common Share outstanding at the
          Record Time;

     (b)  authorized the issuance of one Right in respect of each Common Share
          issued after the Record Time and prior to the earlier of the
          Separation Time and the Expiration Time; and

<PAGE>
                                     - 2 -


     (c)  authorized the issuance of Rights Certificates to holders of Rights
          pursuant to the terms and subject to the conditions set forth herein.

D.   Each Right entitles the holder thereof, after the Separation Time, to
     purchase securities of the Corporation pursuant to the terms and subject to
     the conditions set forth herein.

E.   The Corporation desires to appoint the Rights Agent to act on behalf of the
     Corporation, and the Rights Agent is willing to so act, in connection with
     the issuance, transfer, exchange and replacement of Rights Certificates,
     the exercise of Rights and the other matters referred to herein.

     NOW THEREFORE in consideration of the premises and respective agreements
set forth herein, the parties hereby agree as follows:


                                   ARTICLE 1
                                 INTERPRETATION

1.1  CERTAIN DEFINITIONS

     For the purposes of this agreement (the "AGREEMENT"), including the
recitals hereto, the following terms have the meanings indicated:

(a)  "ACQUIRING PERSON" shall mean any Person who is at any time after the date
     hereof the Beneficial Owner of 20% or more of the outstanding Voting Shares
     of the Corporation; provided, however, that the term "ACQUIRING PERSON"
     shall not include:

     (i)  the Corporation or any corporation controlled by the Corporation;

     (ii) any Person who becomes the Beneficial Owner of 20% or more of the
          outstanding Voting Shares as a result of one or any combination of:

          (A)  a Voting Share Reduction;

          (B)  a Permitted Bid Acquisition;

          (C)  an Exempt Acquisition; or

          (D)  a Pro Rata Acquisition;

          provided, however, that if a Person shall become the Beneficial Owner
          of 20% or more of the outstanding Voting Shares by reason of one or
          any combination of a Voting Share Reduction, a Permitted Bid
          Acquisition, an Exempt Acquisition or a Pro Rata Acquisition, and
          thereafter becomes the Beneficial Owner of an additional one percent
          of the Voting Shares then outstanding (otherwise than pursuant to a
          Voting Share Reduction, a Permitted Bid Acquisition, an Exempt
          Acquisition or a Pro Rata Acquisition of any combination thereof),
          then, as of the date that such Person becomes a Beneficial Owner of
          such additional Voting Shares, such Person shall become an "ACQUIRING
          PERSON"; or

<PAGE>
                                     - 3 -


     (iii) an underwriter or member of a banking or selling group acting in such
          capacity that becomes the Beneficial Owner of 20% or more of the
          Voting Shares in connection with a distribution of securities pursuant
          to an underwriting agreement with the Corporation.

(b)  "AFFILIATE" shall mean, when used to indicate a relationship with a
     specified Person, a Person that directly or indirectly controls, or is
     controlled by, or is under common control with, such specified Person.

(c)  "ASSOCIATE" shall mean, when used to indicate a relationship with a
     specified Person, (i) a spouse of that Person, (ii) any Person of the same
     or opposite sex with whom that Person is living in a conjugal relationship
     outside marriage, (iii) a child of that Person, (iv) another relative of
     that Person if that relative has the same residence as that Person or (v)
     any relative of such spouse, child or other Person referred to in the
     immediately preceding Clauses (i), (ii), (iii) or (iv) above, if that
     relative has the same residence as the specified Person.

(d)  A Person shall be deemed the "BENEFICIAL OWNER" of, and to have "BENEFICIAL
     OWNERSHIP" of, and to "BENEFICIALLY OWN":

     (i)  any securities of which such Person or any of such Person's Affiliates
          or Associates is owner at law or in equity;

     (ii) any securities which the Person or any of such Person's Affiliates or
          Associates has the right to acquire within 60 days (whether such right
          is exercisable immediately or after the passage of not more than 60
          days thereafter or upon the occurrence of a contingency or the making
          of a payment) pursuant to any Convertible Security, agreement,
          arrangement, pledge or understanding, whether or not in writing (other
          than (A) customary agreements with and between underwriters and/or
          banking group and/or selling group members with respect to a
          distribution of securities or (B) pledges of securities in the
          ordinary course of the pledgee's business); or

     (iii) any securities that are Beneficially Owned within the meaning of
          Clause (i) or (ii) of this Subsection 1.1(d) by any other Person with
          which such Person is acting jointly or in concert;

     provided, however, that a Person shall not be deemed the "BENEFICIAL OWNER"
     of, or to have "BENEFICIAL OWNERSHIP" of, or to "BENEFICIALLY OWN", any
     security;

     (iv) because such security has been deposited or tendered pursuant to a
          Take-over Bid made by such Person or any of such Person's Affiliates
          or Associates or any other Person acting jointly or in concert with
          such Person until such deposited or tendered security is taken up or
          paid for, whichever shall first occur;

     (v)  because such security has been agreed to be deposited or tendered
          pursuant to a Lock-up Agreement until such deposited or tendered
          security is taken up or paid for, whichever shall first occur;

<PAGE>
                                     - 4 -


     (vi) because (A) such Person or any of the Affiliates or Associates of such
          Person holds such security provided that the ordinary business of any
          such Person (the "FUND MANAGER") includes the management of investment
          funds for others and such security is held by the Fund Manager in the
          ordinary course of such business in the performance of such Fund
          Manager's duties for the account of any other Person (a "CLIENT"); (B)
          such Person (the "TRUST COMPANY") is licensed to carry on the business
          of a trust company under applicable laws and, as such, acts as trustee
          or administrator or in a similar capacity in relation to the estates
          of deceased or incompetent Persons (each an "ESTATE ACCOUNT") or in
          relation to other accounts (each an "OTHER ACCOUNT") and holds such
          security in the ordinary course of such duties for such Estate
          Accounts or for such Other Accounts; (C) such Person (the "PLAN
          ADMINISTRATOR") is the administrator or the trustee of one or more
          pension funds or plans (a "PLAN") registered under the laws of Canada
          or any province thereof or the laws of the United States of America or
          any state thereof and such security is held by the Plan Administrator
          or the Plan in the ordinary course of such Plan Administrator's or
          Plan's activities; (D) such Person (the "CROWN AGENT") is established
          by statute for purposes that include, and the ordinary business or
          activity of such Person includes, the management of investment funds
          for employee benefit plans, pension plans or insurance plans of
          various public bodies and such security is held by the Crown Agent in
          the ordinary course of the management of such investment funds; or (E)
          such Person is a Plan and such security is held by the Plan in the
          ordinary course of such Plan's activities; provided, however, that in
          any of the foregoing cases the Fund Manager, the Trust Company, the
          Plan Administrator, the Crown Agent or the Plan, as the case may be,
          is not then making or has not then announced a current intention to
          make a Take-over Bid, alone or by acting jointly or in concert with
          any other Person, other than an Offer to Acquire Voting Shares or
          other securities (x) pursuant to a distribution by the Corporation or
          (y) by means of a Permitted Bid, or (z) by means of market
          transactions made in the ordinary course of business of such Person
          (including pre-arranged trades entered into in the ordinary course of
          business of such Person) executed through the facilities of a stock
          exchange or organized over-the-counter-market;

     (vii) because such Person is a Client of the same Fund Manager as another
          Person on whose account the Fund Manager holds such security, or
          because such Person is an Estate Account or an Other Account of the
          same Trust Company as another Person on whose account the Trust
          Company holds such security, or because such Person is a Plan with the
          same Plan Administrator as another Plan on whose account the Plan
          Administrator holds such security;

     (viii) because such Person is a Client of a Fund Manager and such security
          is owned at law or in equity by the Fund Manager, or because such
          Person is an Estate Account or an Other Account of a Trust Company and
          such security is owned at law or in equity by the Trust Company, or
          because such Person is a Plan and such security is owned at law or in
          equity by the Plan Administrator; or

<PAGE>
                                     - 5 -


     (ix) because such Person is the registered holder of securities as a result
          of carrying on the business of, or acting as, a nominee of a
          securities depositary.

     For purposes of this Agreement, in determining the percentage of the
     outstanding Voting Shares with respect to which a Person is, or is deemed
     to be, the Beneficial Owner, any unissued Voting Shares as to which such
     Person is deemed the Beneficial Owner pursuant to this Subsection 1.1(d)
     shall be deemed outstanding.

(e)  "BOARD OF DIRECTORS" shall mean the board of directors of the Corporation
     or any duly constituted and empowered committee thereof.

(f)  "BUSINESS DAY" shall mean any day, other than a Saturday or Sunday or a day
     on which banking institutions in Montreal, Quebec are authorized or
     obligated by law to close.

(g)  "CANADA BUSINESS CORPORATIONS ACT" shall mean the CANADA BUSINESS
     CORPORATIONS ACT (Canada), R.S.C. 1985, c. C-44, as amended and the
     regulations thereunder, as from time to time in effect.

(h)  "CANADIAN DOLLAR EQUIVALENT" of any amount which is expressed in United
     States dollars shall mean on any date the Canadian dollar equivalent of
     such amount determined by reference to the U.S. - Canadian Exchange Rate in
     effect on such date.

(i)  "CLOSE OF BUSINESS" on any given date shall mean the time on such date (or,
     if such date is not a Business Day, the time on the next Business Day) at
     which the principal office of the transfer agent for the Common Shares in
     Montreal, Quebec (or after the Separation Time, the principal office of the
     Rights Agent in Montreal, Quebec) is closed to the public.

(j)  "CLOSING PRICE" per security of any securities on any date of determination
     shall mean:

     (i)  the closing board lot sale price or, if such price is not available,
          the average of the closing bid and asked prices, for such securities
          on such date as reported by the stock exchange or national securities
          quotation system on which such securities are listed or admitted to
          trading (provided that, if at the date of determination such
          securities are listed or admitted to trading on more than one stock
          exchange or national securities quotation system, such price or prices
          shall be determined based on the stock exchange or quotation system on
          which such securities are then listed or admitted to trading on which
          the largest number of such securities were traded during the most
          recently completed calendar year or, if a calendar year has not been
          completed prior to the date of determination, during such shorter
          period as the Board of Directors acting in good faith determines to be
          appropriate); or

     (ii) if for any reason none of such prices is available on such date or the
          securities are not listed or admitted to trading on a stock exchange
          or a national securities quotation system on such date, the last sale
          price, or in case no sale takes place on such date, the average of the
          high bid and low asked prices for each of such securities in the
          over-the-counter market;

<PAGE>
                                     - 6 -


     provided, however, that (A) if for any reason none of such prices is
     available on such date, the "CLOSING PRICE" per security of such securities
     on such date shall mean the fair value per security of the securities on
     such date as determined at the request of the Board of Directors by a
     nationally or internationally recognized investment dealer or investment
     banker; and (B) if the Closing Price so determined is expressed in United
     States dollars, such amount shall be converted to the Canadian Dollar
     Equivalent.

(k)  "COMMON SHARES" means the common shares in the share capital of the
     Corporation as constituted at the Record Time, as such shares may be
     subdivided, consolidated, reclassified or otherwise changed from time to
     time, and "COMMON SHARES" when used with reference to any Person other than
     the Corporation means the class or classes of shares (or similar equity
     interests) with the greatest per share voting power entitled to vote
     generally in the election of all directors of such other Person or the
     equity securities or other equity interests having power (whether or not
     exercised) to control or direct the management of such other Person or, if
     such other Person is a corporation controlled by another Person, the Person
     (other than an individual) that ultimately controls such first mentioned
     other Person.

(l)  "COMPETING PERMITTED BID" means a Take-over Bid that:

     (i)  is made after a Permitted Bid has been made and prior to the expiry of
          the Permitted Bid;

     (ii) satisfies all components of the definition of a Permitted Bid other
          than the requirement in Subclause (ii)(A)(x) thereof; and

     (iii) contains, and the take-up and payment for securities tendered or
          deposited thereunder is subject to, irrevocable and unqualified
          conditions that no Voting Shares shall be taken up or paid for
          pursuant to the Take-over Bid prior to the Close of Business on a date
          that is no earlier than the later of (A) 35 days (or such longer
          minimum period of days that a Take-over Bid must remain open for
          acceptance under the Securities Act) after the date of the Take-over
          Bid; and (B) the 53rd day after the earliest date on which any other
          Permitted Bid that is then in existence was made.

(m)  "CONTROLLED": a body corporate is "CONTROLLED" by another Person or two or
     more Persons acting jointly or in concert if and only if:

     (i)  securities entitled to vote in the election of directors carrying more
          than 50% of the votes for the election of directors are held, directly
          or indirectly, by or for the benefit of the other Person or two or
          more Persons acting jointly or in concert; and

     (ii) the votes carried by such securities are entitled, if exercised, to
          elect a majority of the board of directors of such body corporate;

     and "CONTROLS", "CONTROLLING" "UNDER COMMON CONTROL WITH" shall be
     interpreted accordingly.

<PAGE>
                                     - 7 -


(n)  "CONVERTIBLE SECURITY" means, with respect to any security, a security
     convertible into or exercisable or exchangeable for the first-mentioned
     security including, without limitation, options and warrants.

(o)  "CO-RIGHTS AGENTS" shall have the meaning ascribed thereto in Subsection
     4.1(a).

(p)  "DISPOSITION DATE" shall have the meaning ascribed thereto in Subsection
     5.1(b).

(q)  "EFFECTIVE DATE" shall mean December 19, 2002.

(r)  "ELECTION TO EXERCISE" shall have the meaning ascribed thereto in
     Subsection 2.2(d).

(s)  "EXEMPT ACQUISITION" means a share acquisition in respect of which the
     Board of Directors has waived the application of Section 3.1 pursuant to
     Subsections 5.1(b), 5.1(d) or 5.1(e).

(t)  "EXERCISE PRICE" shall mean, as of any date from and after the Separation
     Time, the price at which a holder of a Right may purchase the securities
     issuable upon exercise of one whole Right which, subject to adjustment in
     accordance with the terms hereof, shall be $20.00.

(u)  "EXPIRATION TIME" shall mean the earlier of (i) the Termination Time; (ii)
     5:00 p.m. (Montreal time) on March 26, 2003; or (iii) 5:00 p.m. on the date
     of the next annual meeting of the shareholders of the Corporation.

(v)  "FIDUCIARY" shall mean, when acting in that capacity, a trust company
     registered under the trust company legislation of Canada or any province
     thereof, a trust company organized under the laws of any state of the
     United States, a portfolio manager registered under the securities
     legislation of one or more provinces of Canada or an investment adviser
     registered under the United States Investment Advisers Act of 1940 or any
     other securities legislation of the United States or any state of the
     United States.

(w)  "FLIP-IN EVENT" shall mean a transaction or event in or pursuant to which
     any Person becomes an Acquiring Person.

(x)  "HOLDER" shall have the meaning ascribed thereto in Section 2.8.

(y)  "INDEPENDENT SHAREHOLDERS" shall mean holders of outstanding Voting Shares,
     other than Voting Shares Beneficially Owned by (i) any Acquiring Person or
     Offeror other than a Person who is deemed not to Beneficially Own such
     Voting Shares by reason of Clause 1.1(d)(vi) hereof; (ii) any Person acting
     jointly or in concert with such Acquiring Person or Offeror; (iii) any
     Associate or Affiliate of such Acquiring Person or Offeror; and (iv) any
     employee benefit plan, stock purchase plan, deferred profit sharing plan
     and any similar plan or trust for the benefit of employees of the
     Corporation or a corporation controlled by the Corporation, unless the
     beneficiaries of the plan or trust direct the manner in which the Voting
     Shares are to be voted or withheld from voting or direct whether the Voting
     Shares are to be tendered to a Take-over Bid.

<PAGE>
                                     - 8 -


(z)  "LOCK-UP AGREEMENT" means an agreement between an Offeror or any Affiliate
     or Associate of an Offeror and one or more holders of Voting Shares (each
     such holder herein referred to as a "LOCKED-UP PERSON") who are not
     Affiliates or Associates of the Offeror and who are not, other than by
     virtue of entering into such agreement, acting jointly or in concert with
     the Offeror, the terms of which are publicly disclosed or, if the Lock-up
     Bid has been made prior to the date of the Lock-up Agreement, not later
     than the date of the Lock-up Agreement, pursuant to which each Locked-up
     Person agrees to deposit or tender the Voting Shares held by such holder to
     a Take-over Bid (the "LOCK-UP BID") made by the Offeror or any Affiliates
     or Associates of the Offeror or any other Person acting jointly or in
     concert with the Offeror provided that:

     (i)  the Lock-up Agreement permits the Locked-up Person to withdraw its
          Voting Shares from the Lock-up Agreement and the Lock-up Bid in order
          to deposit or tender the Voting Shares to another Take-over Bid or to
          support another transaction prior to the Voting Shares being taken up
          and paid for under the Lock-up Bid:

          (A)  at a price or value per Voting Share that exceeds the price or
               value per Voting Shares offered under the Lock-up Bid; or

          (B)  for a number of Voting Shares at least 7% greater than the number
               of Voting Shares that the Offeror has offered to purchase under
               the Lock-up Bid at a price or value per Voting Share that is not
               less than the price or value per Voting Share offered under the
               Lock-up Bid; or

          (C)  at such price or value that exceeds by as much as or more than an
               amount (the "SPECIFIED AMOUNT") specified in the Lock-up
               Agreement the offering price for each Voting Share contained in
               or proposed to be contained in the Lock-up Bid, provided that the
               Specified Amount is not greater than 7% of the offering price
               contained in or proposed to be contained in the Lock-up Bid;

          for greater certainty, the Lock-up Agreement may contain a right of
          first refusal or require a period of delay to give the Person who made
          the Lock-up Bid an opportunity to match a higher price in another
          Take-over Bid or other similar limitation on a Locked-up Person's
          right to withdraw Voting Shares from the agreement, so long as the
          limitation does not preclude the exercise by the Locked-up Person of
          the right to withdraw Voting Shares during the period of the other
          Take-over Bid or transaction; and

     (ii) no "break-up" fees, "topping" fees, penalties, expenses or other
          amounts that exceed in aggregate the greater of:

          (A)  2 1/2% of the price or value of the aggregate consideration
               payable under the Lock-up Bid to a Locked-up Person; and

          (B)  50% of the amount by which the price or value of the
               consideration received by a Locked-up Person under another
               Take-over Bid or

<PAGE>
                                     - 9 -


               transaction exceeds the price or value of the consideration that
               the Locked-up Person would have received under the Lock-up Bid;

          shall be payable by such Locked-up Person if the Locked-up Person
          fails to deposit or tender Voting Shares to the Lock-up Bid, or
          withdraws Voting Shares previously tendered thereto, in order to
          deposit or tender such Voting Shares to another Take-over Bid or
          support another transaction.

(aa) "MARKET PRICE" per security of any securities on any date of determination
     shall mean the average of the daily Closing Prices per security of such
     securities on each of the 20 consecutive Trading Days through and including
     the Trading Day immediately preceding such date of determination; provided,
     however, that if an event of a type analogous to any of the events
     described in Section 2.3 hereof shall have caused any Closing Price used to
     determine the Market Price on any Trading Day not to be fully comparable
     with the Closing Price on the Trading Day immediately preceding such date
     of determination, each such Closing Price so used shall be appropriately
     adjusted in a manner analogous to the applicable adjustment provided for in
     Section 2.3 hereof (as determined by the Board of Directors acting in good
     faith) in order to make it fully comparable with the Closing Price on the
     Trading Day immediately preceding such date of determination.

(bb) "NOMINEE" shall have the meaning ascribed thereto in Subsection 2.2(c).

(cc) "OFFER TO ACQUIRE" shall include:

     (i)  an offer to purchase or a solicitation of an offer to sell Voting
          Shares, or a public announcement of an intention to make such an offer
          or solicitation; and

     (ii) an acceptance of an offer to sell Voting Shares, whether or not such
          offer to sell has been solicited;

     or any combination thereof, and the Person accepting an offer to sell shall
     be deemed to be making an Offer to Acquire to the Person that made the
     offer to sell.

(dd) "OFFEROR" shall mean a Person who has announced a current intention to
     make, or who is making, a Take-over Bid.

(ee) "OFFEROR'S SECURITIES" shall mean the Voting Shares Beneficially Owned on
     the date of a Take-over Bid by an Offeror.

(ff) "PERMITTED BID" means a Take-over Bid made by way of a take-over bid
     circular which also complies with the following additional provisions:

     (i)  the Take-over Bid is made for all Voting Shares and to all holders of
          record of Voting Shares, other than the Offeror;

     (ii) the Take-over Bid contains, and the take-up and payment for securities
          tendered or deposited thereunder is subject to, irrevocable and
          unqualified conditions that:

<PAGE>
                                     - 10 -


          (A)  no Voting Shares shall be taken up or paid for pursuant to the
               Take-over Bid (x) prior to the Close of Business on a date which
               is not less than 53 days following the date of the Take-over Bid;
               and (y) unless, at the Close of Business on that date, the Voting
               Shares deposited or tendered pursuant to the Take-over Bid and
               not withdrawn constitute more than 50% of the Voting Shares then
               outstanding which are held by Independent Shareholders;

          (B)  unless the Take-over Bid is withdrawn, Voting Shares may be
               deposited pursuant to such Take-over Bid at any time prior to the
               Close of Business on the date of the first take-up of or payment
               for Voting Shares;

          (C)  any Voting Shares deposited pursuant to the Take-over Bid may be
               withdrawn until taken up and paid for; and

          (D)  in the event that the requirement set forth in Subclause (A)(y)
               of this Clause 1.1(ff)(ii) is satisfied, the Offeror will make a
               public announcement of that fact and the Take-over Bid will
               remain open for deposits and tenders of Voting Shares for not
               less than 10 Business Days from the date of such public
               announcement;

          provided that, should a Permitted Bid cease to be a Permitted Bid
          because it ceases to meet any of the requirements referred to above or
          is withdrawn, any acquisition of Voting Shares made pursuant to such
          Permitted Bid, including any acquisition of Voting Shares made prior
          to such time, should cease to be a Permitted Bid Acquisition.

          For purposes of this Agreement, the term "PERMITTED BID" shall include
          a Competing Permitted Bid.

(gg) "PERMITTED BID ACQUISITION" means an acquisition of Voting Shares made
     pursuant to a Permitted Bid.

(hh) "PERSON" includes any individual, firm, partnership, association, trust,
     trustee, executor, administrator, legal personal representative,
     government, governmental body or authority, corporation, or other
     incorporated or unincorporated organization, syndicate or other entity.

(ii) "PRO RATA ACQUISITION" means an acquisition by a Person of Voting Shares
     pursuant to (i) any dividend reinvestment plan, such purchase plan or other
     plan of the Corporation made available to all holders of Voting Shares
     (other than holders resident in any jurisdiction where participation in
     such plan is restricted or impractical as a result of applicable law); (ii)
     a stock dividend, a stock split or other event pursuant to which such
     Person becomes the Beneficial Owner of Voting Shares on the same pro rata
     basis as all other holders of Voting Shares of the same class or series;
     (iii) the acquisition or exercise of rights to purchase Voting Shares
     distributed to all holders of Voting Shares (other than holders resident in
     any jurisdiction where such distribution or exercise is restricted or
     impractical as a result of applicable law) by the Corporation pursuant to a
     rights offering (but only if such rights are acquired directly from the
     Corporation); or (iv) a distribution

<PAGE>
                                     - 11 -


     of Voting Shares or Convertible Securities in respect thereof offered
     pursuant to a prospectus or by way of a private placement by the
     Corporation or a conversion or exchange of any such Convertible Security,
     provided that such Person does not thereby acquire a greater percentage of
     Voting Shares or Convertible Securities so offered than the Person's
     percentage of Voting Shares Beneficially Owned immediately prior to such
     acquisition.

(jj) "RECORD TIME" means on the Close of Business on the Effective Date.

(kk) "REDEMPTION PRICE" shall have the meaning attributed thereto in Subsection
     5.1(a).

(ll) "REGULAR CASH DIVIDEND" means cash dividends paid on the Common Shares in
     any fiscal year of the Corporation to the extent that such cash dividends
     do not exceed in the aggregate in any fiscal year the greatest of:

     (i)  200% of the aggregate amount of cash dividends declared payable by the
          Corporation on its Common Shares in its immediately preceding fiscal
          year;

     (ii) 300% of the arithmetic mean of the aggregate amounts of cash dividends
          declared payable by the Corporation on its Common Shares in its three
          immediately preceding fiscal years; and

     (iii) 100% of the aggregate consolidated net income of the Corporation,
          before extraordinary items, for its immediately preceding fiscal year.

(mm) "RIGHT" shall mean a right to purchase a Common Share pursuant to the terms
     and subject to the conditions set forth herein.

(nn) "RIGHTS CERTIFICATE" shall mean the certificates representing the Rights
     after the Separation Time which shall be substantially in the form attached
     hereto as Exhibit A.

(oo) "RIGHTS REGISTER" and "RIGHTS REGISTRAR" shall have the respective meanings
     ascribed thereto in Subsection 2.6(a).

(pp) "SECURITIES ACT" shall mean the SECURITIES ACT, R.S.Q., c. V.-1.1, as
     amended and the regulations, rules and policy statements made thereunder,
     as from time to time in effect.

(qq) "SEPARATION TIME" means

     (i)  the Close of Business on the 10th Trading Day after the earlier of:

          (A)  the Stock Acquisition Date; and

          (B)  the date of the commencement, or first public announcement or
               disclosure, of the intent of any Person (other than the
               Corporation or any corporation controlled by the Corporation) to
               commence a Take-over Bid (other than a Permitted Bid, so long as
               such Take-over Bid continues to satisfy the requirements of a
               Permitted Bid) provided, in respect of a Take-over Bid

<PAGE>
                                     - 12 -


               (other than a Permitted Bid), commenced prior to the Effective
               Date, the Separation Time shall be the Close of Business on the
               3rd Trading Day after the Effective Date;

          provided, however, that if any such Take-over Bid expires, is
          cancelled, is terminated or is otherwise withdrawn prior to the
          Separation Time, without securities deposited thereunder being taken
          up and paid for, such Take-over Bid shall be deemed, for purposes of
          this Subsection 1.1(qq), never to have been made, and, provided
          further, that if the Board of Directors determines, pursuant to
          Section 5.1, to waive the application of Section 3.1 to a Flip-in
          Event, the Separation Time in respect of such Flip-in Event shall be
          deemed never to have occurred; or

     (ii) such later Business Day as may be determined at any time or from time
          to time by the Board of Directors (or any committee of the Board of
          Directors so designated by the Board of Directors).

(rr) "STOCK ACQUISITION DATE" shall mean the first date of public announcement
     or disclosure by the Corporation or an Acquiring Person of facts indicating
     that a Person has become an Acquiring Person (which, for the purposes of
     this definition, shall include, without limitation, a report filed pursuant
     to Section 147.11 of the Securities Act or Section 13(d) of the U.S.
     Exchange Act disclosing such information).

(ss) "TAKE-OVER BID" means an Offer to Acquire Voting Shares of any class, or
     Convertible Securities with respect thereto, where the Voting Shares
     subject to the Offer to Acquire, together with the Voting Shares into or
     for which the securities subject to the Offer to Acquire are convertible or
     exchangeable and the Offeror's Securities constitute in the aggregate 20%
     or more of the outstanding Voting Shares at the date of the Offer to
     Acquire.

(tt) "TERMINATION TIME" means the time at which the right to exercise Rights
     shall terminate pursuant to Section 5.1 hereof.

(uu) "TRADING DAY" when used with respect to any securities, means the day on
     which the principal Canadian or United States securities exchange (as
     determined by the Board of Directors acting in good faith) on which such
     securities are listed or admitted to trading is open for the transaction of
     business or, if the securities are not listed or admitted to trading on any
     Canadian or United States securities exchange, a Business Day.

(vv) "U.S. - CANADIAN EXCHANGE RATE" on any date shall mean:

     (i)  if on such date the Bank of Canada sets an average noon spot rate of
          exchange for the conversion of one United States dollar into Canadian
          dollars, such rate; and

     (ii) in any other case, the rate for such date for the conversion of one
          United States dollar into Canadian dollars which is calculated in the
          manner which shall be determined by the Board of Directors from time
          to time acting in good faith;


<PAGE>
                                     - 13 -


(ww) "U.S. EXCHANGE ACT" means the United States Securities Exchange Act of
     1934, as amended, and the rules and regulations thereunder as from time to
     time in effect.

(xx) "VOTING SHARE REDUCTION" means an acquisition or redemption by the
     Corporation or any corporation controlled by the Corporation of Voting
     Shares which, by reducing the number of Voting Shares outstanding,
     increases the percentage of Voting Shares Beneficially Owned by any Person
     to 20% or more of the Voting Shares then outstanding.

(yy) "VOTING SHARES" means the Common Shares and any other securities the
     holders of which are entitled to vote generally on the election of
     directors of the Corporation, and "VOTING SHARES", when used with reference
     to any Person other than the Corporation, means common shares of such other
     Person and any other securities the holders of which are entitled to vote
     generally on the election of the directors of such other Person.

1.2  CURRENCY

     All sums of money which are referred to in this Agreement are expressed in
lawful money of Canada, unless otherwise specified.

1.3  NUMBER AND GENDER

     Wherever the context will require, terms (including defined terms) used
herein importing the singular number only shall include the plural and vice
versa and words importing any one gender shall include all others.

1.4  SECTIONS AND HEADINGS

     The division of this Agreement into Articles, Sections, Subsections,
Clauses and Subclauses and the insertion of headings are for convenience of
reference only and shall not affect the construction or interpretation of this
Agreement. The terms this "AGREEMENT", "HEREUNDER", "HEREOF" and similar
expressions refer to this Agreement as amended or supplemented from time to time
and not to any particular Article, Section or other portion hereof and include
any agreement or instrument supplemental or ancillary hereto. Unless something
in the subject matter or context is inconsistent therewith, references herein to
Articles, Sections, Subsections, Clauses and Subclauses are to Articles,
Sections, Subsections, Clauses and Subclauses of this Agreement.

1.5  STATUTORY REFERENCES

     Unless the context otherwise requires, any reference to a specific Section,
Subsection, Clause or Rule of any statute or regulation shall be deemed to refer
to the same as it may be amended, re-enacted or replaced or, if repealed and
there shall be no replacement therefor, to the same as it is in effect on the
date of this Agreement.

<PAGE>
                                     - 14 -


1.6  DETERMINATION OF PERCENTAGE OWNERSHIP

     The percentage of Voting Shares Beneficially Owned by any Person, shall,
for the purposes of this Agreement, be and be deemed to be the product
determined by the formula:

        100 x    A
                ---
                 B

        where:

          A =  the aggregate number of votes for the election of all directors
               generally attaching to the Voting Shares Beneficially Owned by
               such Person; and

          B =  the aggregate number of votes for the election of all directors
               generally attaching to all outstanding Voting Shares.

Where any Person is deemed to Beneficially Own unissued Voting Shares pursuant
to Subsection 1.1(d), such Voting Shares shall be deemed to be outstanding for
the purpose of both A and B in the formula above.

1.7  ACTING JOINTLY OR IN CONCERT

     For the purposes of this Agreement, a Person is acting jointly or in
concert with every Person who is a party to an agreement, commitment or
understanding, whether formal or informal and whether or not in writing, with
the first Person, or with any other Person acting jointly or in concert with the
first Person, to acquire or to Offer to Acquire Voting Shares or Convertible
Securities in respect thereof (other than customary agreements with and between
underwriters and banking group or selling group members with respect to a
distribution of securities or pursuant to a pledge of securities in the ordinary
course of the pledgee's business).

1.8  GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

     Wherever in this Agreement reference is made to generally accepted
accounting principles, such reference shall be deemed to be to the
recommendations at the relevant time of the Canadian Institute of Chartered
Accountants, or any successor institute, applicable on a consolidated basis
(unless otherwise specifically provided herein to be applicable on an
unconsolidated basis) as at the date on which a calculation is made or required
to be made in accordance with generally accepted accounting principles. Where
the character or amount of any asset or liability or item of revenue or expense
is required to be determined, or any consolidation or other accounting
computation is required to be made for the purpose of this Agreement or any
document contemplated hereby, such determination or calculation shall, to the
extent applicable and except as otherwise specified herein or as otherwise
agreed in writing by the parties, be made in accordance with generally accepted
accounting principles applied on a consistent basis.

<PAGE>
                                     - 15 -


                                   ARTICLE 2
                                   THE RIGHTS

2.1  LEGEND ON COMMON SHARE CERTIFICATES

     (a)  Certificates representing the Common Shares, including without
          limitation Common Shares issued upon the conversion of Convertible
          Securities, issued after the Record Time but prior to the Close of
          Business on the earlier of the Separation Time and the Expiration Time
          shall also evidence one Right for each Common Share represented
          thereby and shall have impressed on, printed on, written on or
          otherwise affixed to them the following legend:

               "Until the Separation Time (as defined in the Rights Agreement
               referred to below), this certificate also evidences and entitles
               the holder hereof to certain Rights as set forth in a Shareholder
               Rights Plan Agreement, dated as of December 19, 2002 (the "RIGHTS
               AGREEMENT"), between the Corporation and National Bank Trust
               Inc., as rights agent, as the same may be amended or supplemented
               from time to time in accordance with the terms thereof, the terms
               of which are hereby incorporated herein by reference and a copy
               of which is on file at the registered office of the Corporation.
               Under certain circumstances, as set forth in the Rights
               Agreement, such Rights may be amended or redeemed, may expire,
               may become void (if, in certain cases, they are "Beneficially
               Owned" by an "Acquiring Person", as such terms are defined in the
               Rights Agreement, whether currently held by or on behalf of such
               Person or any subsequent holder) or may be evidenced by separate
               certificates and may no longer be evidenced by this certificate.
               The Corporation will mail or arrange for the mailing of a copy of
               the Rights Agreement to the holder of this certificate without
               charge as soon as practicable after the receipt of a written
               request therefor.

               Jusqu'a l'heure de separation (definie dans la convention visant
               les Droits mentionnee ci-dessous), le present certificat atteste
               egalement que son porteur jouit de certains Droits stipules dans
               une convention visant un regime de droits de souscription des
               actionnaires intervenue en date du 19 decembre 2002
               (`convention visant les Droits') entre la Societe et Trust
               Banque Nationale, a titre d'agent des Droits, en sa version
               pouvant etre modifiee ou completee de temps a autre conformement
               aux modalites des presentes, convention dont les conditions sont
               integrees dans les presentes par renvoi et dont une copie se
               trouve dans les dossiers tenus au siege social de la Societe.
               Dans certaines circonstances stipulees dans la convention visant
               les Droits, ces Droits peuvent etre modifies ou rachetes ou
               peuvent expirer ou devenir nuls (si, dans certains cas, ils sont
               `detenus a titre de veritable proprietaire' par une
               `personne faisant une acquisition', selon la definition de
               ces termes dans la convention visant les Droits, qu'ils soient
               detenus actuellement par cette personne ou un porteur ulterieur
               ou pour le compte de ceux-ci). Les Droits peuvent aussi etre
               attestes par des certificats distincts et peuvent ne plus etre
               attestes par le present certificat. La Societe postera ou fera
               poster sans frais une copie de la convention visant les

<PAGE>
                                     - 16 -


               Droits au porteur du present certificat des que possible apres la
               reception d'une demande ecrite a cet effet."

(b)  Certificates representing Common Shares that have been issued prior to and
     remain outstanding at the Record Time shall evidence one Right for each
     Common Share evidenced thereby notwithstanding the absence of the foregoing
     legend, until the earlier of the Separation Time and the Expiration Time.

2.2  INITIAL EXERCISE PRICE; EXERCISE OF RIGHTS; DETACHMENT OF RIGHTS

(a)  Subject to adjustment as herein set forth, including without limitation as
     set forth in ARTICLE 3, each Right will entitle the holder thereof, from
     and after the Separation Time and prior to the Expiration Time, to purchase
     one Common Share for the Exercise Price (which Exercise Price and number of
     Common Shares are subject to adjustment as set forth below).
     Notwithstanding any other provision of this Agreement, any Rights held by
     the Corporation or any of its subsidiaries shall be void.

(b)  Until the Separation Time, (i) the Rights shall not be exercisable and no
     Right may be exercised; and (ii) for administrative purposes, each Right
     will be evidenced by the certificate for the associated Common Share
     registered in the name of the holder thereof (which certificate shall be
     deemed to represent a Rights Certificate) and will be transferable only
     together with, and will be transferred by a transfer of, such associated
     Common Share.

(c)  From and after the Separation Time and prior to the Expiration Time, the
     Rights may be exercised, and the registration and transfer of the Rights
     shall be separate from and independent of Common Shares. Promptly following
     the Separation Time, the Corporation will prepare or cause to be prepared
     and the Rights Agent will mail to each holder of record of Common Shares as
     of the Separation Time and, in respect of each Convertible Security
     converted into Common Shares after the Separation Time and prior to the
     Expiration Time, promptly after such conversion, the Corporation will
     prepare or cause to be prepared and the Rights Agent will mail to the
     holder so converting (other than in each case an Acquiring Person and, in
     respect of any Rights Beneficially Owned by such Acquiring Person which are
     not held of record by such Acquiring Person, the holder of record of such
     rights (a "NOMINEE")) at such holder's address as shown by the records of
     the Corporation (the Corporation hereby agreeing to furnish copies of such
     record to the Rights Agent for this purpose):

     (i)  a Rights Certificate in substantially the form of Exhibit A hereto
          appropriately completed, representing the number of Rights held by
          such holder at the Separation Time and having such marks of
          identification or designation and such legends, summaries or
          endorsements printed thereon as the Corporation may deem appropriate
          and as are not inconsistent with the provisions of this Agreement, or
          as may be required to comply with any law, rule or regulation or
          judicial or administrative order, or with any article, requirement or
          regulation of any stock exchange or quotation system on which the
          Rights may from time to time be listed or traded, or to conform to
          usage; and

<PAGE>
                                     - 17 -


     (ii) a disclosure statement prepared by the Corporation describing the
          Rights;

     provided that a Nominee shall be sent the materials provided for in (i) and
     (ii) only in respect of all Common Shares held of record by it which are
     not Beneficially Owned by an Acquiring Person and the Corporation may
     require any Nominee or suspected Nominee to provide such information and
     documentation as the Corporation may reasonably require for such purpose.

(d)  Rights may be exercised in whole or in part on any Business Day after the
     Separation Time and prior to the Expiration Time by submitting to the
     Rights Agent at its principal office in Montreal, Quebec, or any other
     office of the Rights Agent designated for that purpose from time to time by
     the Corporation:

     (i)  the Rights Certificate evidencing such Rights;

     (ii) an election to exercise (an "ELECTION TO EXERCISE") substantially in
          the form attached to the Rights Certificate duly completed and
          executed in a manner acceptable to the Rights Agent; and

     (iii) payment by certified cheque, banker's draft or money order payable to
          the order of the Rights Agent, of a sum equal to the Exercise Price
          multiplied by the number of Rights being exercised and a sum
          sufficient to cover any transfer tax or charge which may be payable in
          respect of any transfer involved in the transfer or delivery of Rights
          Certificates or the issuance or delivery of certificates for Common
          Shares in a name other than that of the holder of the Rights being
          exercised.

(e)  Upon receipt of a Rights Certificate, which is accompanied by an
     appropriately completed and duly executed Election to Exercise (which does
     not indicate that such Right is null and void as provided by Subsection
     3.1(b)) and payment as set forth in Subsection 2.2(d), the Rights Agent
     (unless otherwise instructed by the Corporation) will thereupon promptly:

     (i)  requisition from the transfer agent of the Common Shares certificates
          representing the number of Common Shares to be purchased (the
          Corporation hereby irrevocably authorizing its transfer agent to
          comply with all such requisitions);

     (ii) after receipt of such Common Share certificates, deliver such
          certificates to, or to the order of, the registered holder of such
          Rights Certificate, registered in such name or names as may be
          designated by such holder;

     (iii) when appropriate, requisition from the Corporation the amount of
          cash, if any, to be paid in lieu of issuing fractional Common Shares;

     (iv) when appropriate, after receipt of such cash, deliver such cash to, or
          to the order of, the registered holder of the Rights Certificate; and

     (v)  tender to the Corporation all payments received on exercise of the
          Rights.

<PAGE>
                                     - 18 -


(f)  If the holder of any Rights shall exercise less than all of the Rights
     evidenced by such holder's Rights Certificate, a new Rights Certificate
     evidencing the Rights remaining unexercised will be issued by the Rights
     Agent to such holder or to such holder's duly authorized assigns.

(g)  The Corporation shall:

     (i)  take all such action as may be necessary and within its power to
          ensure that all Common Shares delivered upon the exercise of Rights
          shall, at the time of delivery of the certificates for such Common
          Shares (subject to payment of the Exercise Price), be duly and validly
          authorized, executed, issued and delivered as fully paid and
          non-assessable;

     (ii) take all such action as may reasonably be considered to be necessary
          and within its power to comply with any applicable requirements of the
          Canada Business Corporations Act, the Securities Act, the U.S.
          Exchange Act, the United States Securities Act of 1933, as amended,
          and applicable comparable legislation of each of the provinces and
          territories of Canada and states of the United States of America, or
          the rules and regulations thereunder or any other applicable law, rule
          or regulation, in connection with the issuance and delivery of the
          Rights, the Rights Certificates and the issuance of any Common Shares
          upon exercise of the Rights;

     (iii) use reasonable efforts to cause all Common Shares issued upon
          exercise of the Rights to be listed on the stock exchanges on which
          the Common Shares are listed at that time;

     (iv) cause to be reserved and kept available out of its authorized and
          unissued Common Shares, the number of Common Shares that, as provided
          in this Agreement, will from time to time be sufficient to permit the
          exercise in full of all outstanding Rights;

     (v)  pay when due and payable, if applicable, any and all federal,
          provincial, state and municipal taxes (not in the nature of income,
          capital gains or withholding taxes) and charges which may be payable
          in respect of the original issuance or delivery of the Rights
          Certificates or certificates for Common Shares issued upon the
          exercise of Rights, provided that the Corporation shall not be
          required to pay any transfer tax or charge which may be payable in
          respect of any transfer of Rights or the issuance or delivery of
          certificates for Common Shares issued upon the exercise of Rights, in
          a name other than that of the holder of the Rights being transferred
          or exercised; and

     (vi) after the Separation Time, except as permitted by Section 5.1 or
          Section 5.4, not take (or permit any corporation it controls to take)
          any action if at the time such action is taken it is reasonably
          foreseeable that such action will diminish substantially or otherwise
          eliminate the benefits intended to be afforded by the Rights.

<PAGE>
                                     - 19 -


2.3  ADJUSTMENTS TO EXERCISE PRICE; NUMBER OF RIGHTS

(a)  The Exercise Price, the number and kind of securities subject to purchase
     upon exercise of each Right and the number of Rights outstanding are
     subject to adjustment from time to time as provided in this Section 2.3 and
     in ARTICLE 3. Fractional interests in securities resulting from such
     adjustments are subject to Section 5.5.

(b)  In the event that the Corporation shall at any time after the Record Time
     and prior to the Expiration Time:

     (i)  declare or pay a dividend on the Common Shares payable in Voting
          Shares or Convertible Securities in respect thereof other than
          pursuant to any dividend reinvestment plan or program;

     (ii) subdivide or change the then outstanding Common Shares into a greater
          number of Common Shares;

     (iii) consolidate, combine or change the then outstanding Common Shares
          into a smaller number of Common Shares; or

     (iv) issue any Voting Shares (or Convertible Securities in respect thereof)
          in respect of, in lieu of, or in exchange for existing Common Shares,
          whether in a reclassification, amalgamation, statutory arrangement,
          consolidation or otherwise;

     the Exercise Price and the number of Rights outstanding (or, if the payment
     or effective date therefor shall occur after the Separation Time, the
     securities purchasable upon the exercise of Rights) shall be adjusted as
     follows:

          (A)  If the Exercise Price and number of Rights outstanding are to be
               adjusted:

               (x)  the Exercise Price in effect after such adjustment will be
                    equal to the Exercise Price in effect immediately prior to
                    such adjustment divided by the number of Common Shares (or
                    other securities of the Corporation) that a holder of one
                    Common Share immediately prior to such dividend,
                    subdivision, change, consolidation or issuance would hold
                    thereafter as a result thereof; and

               (y)  each Right held prior to such adjustment will become that
                    number of Rights equal to that number that is equal to the
                    number of Common Shares (or other securities of the
                    Corporation) that a holder of one Common Share immediately
                    prior to such dividend, subdivision, change, consolidation
                    or issuance would hold immediately thereafter as a result
                    thereof, and the adjusted number of Rights will be deemed to
                    be allocated among the Common Shares with respect to which
                    the original Rights were associated (if they remain
                    outstanding) and the securities of the Corporation issued in
                    respect of such dividend, subdivision, change, consolidation
                    or issuance, so that each such Common Share (or

<PAGE>
                                     - 20 -


                    other security of the Corporation) will have exactly one
                    Right associated with it.

          (B)  If the securities purchasable upon exercise of Rights are to be
               adjusted, the securities purchasable upon exercise of each Right
               after such adjustment will be the securities that a holder of the
               securities purchasable upon exercise of one Right immediately
               prior to such dividend, subdivision, change, consolidation or
               issuance would hold thereafter as a result thereof.

(c)  Adjustments pursuant to Subsection 2.3(b) shall be made successively,
     whenever an event referred to in Subsection 2.3(b) occurs.

(d)  If an event occurs which would require an adjustment under both this
     Section 2.3 and Section 3.1 hereof, the adjustment provided for in this
     Section 2.3 shall be in addition to, and shall be made prior to, any
     adjustment required pursuant to Section 3.1 hereof.

(e)  In the event the Corporation shall at any time after the Record Time and
     prior to the Expiration Time issue any Common Shares otherwise than in a
     transaction referred to in Subsection 2.3(b), each such Common Share so
     issued shall automatically have one new Right associated with it, which
     Right shall be evidenced by the certificate representing such Common Share.

(f)  In the event the Corporation shall, at any time after the Record Time and
     prior to the Expiration Time, fix a record date for the making of a
     distribution to all holders of Common Shares of rights or warrants
     entitling them (for a period expiring within 45 calendar days after such
     record date) to subscribe for or purchase Common Shares (or Convertible
     Securities in respect of Common Shares) at a price per Common Share (or, in
     the case of such a Convertible Security, having a conversion, exchange or
     exercise price per share (including the price required to be paid to
     purchase such Convertible Security)) less than 90% of the Market Price per
     Common Share on such record date, the Exercise Price in effect after such
     record date will equal the Exercise Price in effect immediately prior to
     such record date multiplied by a fraction;

     (i)  of which the numerator shall be the number of Common Shares
          outstanding on such record date plus the number of Common Shares which
          the aggregate offering price of the total number of Common Shares so
          to be offered (and/or the aggregate initial conversion, exchange or
          exercise price of the Convertible Securities so to be offered
          (including the price required to be paid to purchase such Convertible
          Securities)) would purchase at such Market Price per Common Share; and

     (ii) of which the denominator shall be the number of Common Shares
          outstanding on such record date plus the number of additional Common
          Shares to be offered for subscription or purchase (or into which the
          Convertible Securities so to be offered are initially convertible,
          exchangeable or exercisable).

     In case such subscription price is satisfied, in whole or in part, by
     consideration other than cash, the value of such consideration shall be as
     determined in good faith by the

<PAGE>
                                     - 21 -


     Board of Directors. Such adjustment shall be made successively whenever
     such a record date is fixed. To the extent that such rights or warrants are
     not exercised prior to the expiration thereof, the Exercise Price shall be
     readjusted in the manner contemplated above based on the number of Common
     Shares (or securities convertible into or exchangeable for Common Shares)
     actually issued on the exercise of such rights or warrants.

     For purposes of this Agreement, the granting of the right to purchase
     Common Shares (whether from treasury or otherwise) pursuant to any dividend
     or interest reinvestment plan or program or any share purchase plan or
     program providing for the reinvestment of dividends or interest payable on
     securities of the Corporation or the investment of periodic optional
     payments or employee benefit or similar plans (so long as such right to
     purchase is in no case evidenced by the delivery of rights or warrants by
     the Corporation) shall not be deemed to constitute an issue of rights or
     warrants by the Corporation; provided, however, that in the case of any
     dividend or interest reinvestment or share purchase plan or program, the
     right to purchase Common Shares is at a price per share of not less than
     90% of the current Market Price per share (determined as provided in such
     plans) of the Common Shares.

(g)  In the event the Corporation shall, at any time after the Record Time and
     prior to the Expiration Time, fix a record date for the making of a
     distribution to all holders of Common Shares of (i) evidences of
     indebtedness or assets (other than a Regular Cash Dividend or a dividend
     paid in Common Shares, but including any dividend payable in securities
     other than Common Shares), (ii) rights or warrants entitling them to
     subscribe for or purchase Voting Shares (or Convertible Securities in
     respect of Voting Shares), at a price per Voting Share (or, in the case of
     a Convertible Security in respect of Voting Shares, having a conversion,
     exchange or exercise price per share (including the price required to be
     paid to purchase such Convertible Security)) less than 90% of the Market
     Price per Common Share on such record date (excluding rights or warrants
     referred to in Subsection 2.3(f)), or (iii) other securities of the
     Corporation, the Exercise Price in effect after such record date shall be
     equal to the Exercise Price in effect immediately prior to such record date
     less the fair market value (as determined in good faith by the Board of
     Directors) of the portion of the assets, evidences of indebtedness, rights
     or warrants or other securities so to be distributed applicable to each of
     the securities purchasable upon exercise of one Right. Such adjustment
     shall be made successively whenever such a record date is fixed.

(h)  Each adjustment made pursuant to Section 2.3 shall be made as of

     (i)  the payment or effective date for the applicable dividend,
          subdivision, change, consolidation or issuance, in the case of an
          adjustment made pursuant to Subsection 2.3(b) above; and

     (ii) the record date for the applicable dividend or distribution, in the
          case of an adjustment made pursuant to Subsections 2.3(f) or 2.3(g)
          above, subject to readjustment to reverse the same if such
          distribution shall not be made.

<PAGE>
                                     - 22 -


(i)  In the event the Corporation shall, at any time after the Record Time and
     prior to the Expiration Time, issue any shares (other than Common Shares),
     or rights or warrants to subscribe for or purchase any such shares, or
     Convertible Securities in respect of any such shares, in a transaction
     referred to in any of Clauses 2.3(b)(i) to (iv), Subsection 2.3(f) or
     Subsection 2.3(g) above, if the Board of Directors acting in good faith
     determines that the adjustments contemplated by Subsections 2.3(b), 2.3(f)
     and 2.3(g) above in connection with such transaction would not
     appropriately protect the interests of the holders of Rights, the Board of
     Directors may from time to time acting in good faith determine what other
     adjustments, if any, to the Exercise Price, number of Rights or securities
     purchasable upon exercise of Rights would be appropriate in the
     circumstances, if any, and such other adjustments (if any) shall be made
     upon the Board of Directors providing written certification thereof to the
     Rights Agent pursuant to Subsection 2.3(q) and no adjustments contemplated
     by Subsections 2.3(b), 2.3(f) or 2.3(g) shall be made notwithstanding the
     terms thereof. The Corporation and the Rights Agent shall amend this
     Agreement in accordance with Section 5.4 to provide for any such other
     adjustments contemplated by this Subsection 2.3(i).

(j)  Notwithstanding anything herein to the contrary, no adjustment of the
     Exercise Price shall be required unless such adjustment would require an
     increase or decrease of at least 1% in such Exercise Price; provided,
     however, that any adjustments which by reason of this Subsection 2.3(j) are
     not required to be made shall be carried forward and taken into account in
     any subsequent adjustment. All adjustments to the Exercise Price made
     pursuant to this Section 2.3 shall be calculated to the nearest cent.

(k)  All Rights originally issued by the Corporation subsequent to any
     adjustment made to the Exercise Price hereunder shall evidence the right to
     purchase, at the adjusted Exercise Price, the number of Common Shares
     purchasable from time to time hereunder upon exercise of the Rights, all
     subject to further adjustment as provided herein.

(l)  Unless the Corporation shall have exercised its election as provided in
     Subsection 2.3(m) to adjust the number of Rights in lieu of any adjustment
     in the number of Common Shares purchasable upon the exercise of a Right,
     upon each adjustment of the Exercise Price as a result of the calculations
     made in Subsections 2.3(f) and 2.3(g), each Right outstanding immediately
     prior to the making of such adjustment shall thereafter evidence the right
     to purchase, at the adjusted Exercise Price, that number of Common Shares
     obtained by:

     (i)  multiplying (A) the number of Common Shares covered by a Right
          immediately prior to such adjustment, by (B) the Exercise Price in
          effect immediately prior to such adjustment; and

     (ii) dividing the product so obtained by the Exercise Price in effect
          immediately after such adjustment.

(m)  The Corporation may elect on or after the date of any adjustment of the
     Exercise Price to adjust the number of Rights, in lieu of any adjustment in
     the number of Common Shares purchasable upon the exercise of a Right. Each
     of the Rights outstanding after the

<PAGE>
                                     - 23 -


     adjustment in the number of Rights shall be exercisable for the number of
     Common Shares for which a Right was exercisable immediately prior to such
     adjustment. Each Right held of record prior to such adjustment of the
     number of Rights shall become the number of Rights obtained by dividing the
     relevant Exercise Price in effect immediately prior to adjustment of the
     relevant Exercise Price by the relevant Exercise Price in effect
     immediately after adjustment of the relevant Exercise Price. The
     Corporation shall make a public announcement of its election to adjust the
     number of Rights pursuant to this Subsection 2.3(m), indicating the record
     date for the adjustment; and, if known at the time, the amount of the
     adjustment to be made. This record date may be the date on which the
     relevant Exercise Price is adjusted or any day thereafter, but, if the
     Rights Certificates have been issued, shall be at least 10 calendar days
     later than the date of the public announcement. If Rights Certificates have
     been issued, upon each adjustment of the number of Rights pursuant to this
     Subsection 2.3(m), the Corporation shall, as promptly as practicable, cause
     to be distributed to holders of record of Rights Certificates on such
     record date, Rights Certificates evidencing, subject to Section 5.5, the
     additional Rights to which such holders shall be entitled as a result of
     such adjustment, or, at the option of the Corporation, shall cause to be
     distributed to such holders of record in substitution and replacement for
     the Rights Certificates held by such holders prior to the date of
     adjustment, and upon surrender thereof, if required by the Corporation, new
     Rights Certificates evidencing all the Rights to which such holders shall
     be entitled after such adjustment. Rights Certificates so to be distributed
     shall be issued, executed and countersigned in the manner provided for
     herein and may bear, at the option of the Corporation, the relevant
     adjusted Exercise Price and shall be registered in the names of holders of
     record of Rights Certificates on the record date specified in the public
     announcement.

(n)  In any case in which this Section 2.3 shall require that an adjustment in
     an Exercise Price be made effective as of a record date for a specified
     event, the Corporation may elect to defer until the occurrence of such
     event the issuance to the holder of any Right exercised after such record
     date of the number of Common Shares and other securities of the
     Corporation, if any, issuable upon such exercise over and above the number
     of Common Shares and other securities of the Corporation, if any, issuable
     upon such exercise on the basis of the relevant Exercise Price in effect
     prior to such adjustment; provided, however, that the Corporation shall
     deliver to such holder an appropriate instrument evidencing such holder's
     right to receive such additional Common Shares (fractional or otherwise) or
     other securities upon the occurrence of the event requiring such
     adjustment.

(o)  Notwithstanding anything in this Section 2.3 to the contrary, the
     Corporation shall be entitled to make such adjustments in the Exercise
     Price, in addition to those adjustments expressly required by this Section
     2.3, as and to the extent that in its good faith judgment the Board of
     Directors shall determine to be advisable in order that any (i) subdivision
     or consolidation of the Common Shares, (ii) issuance wholly for cash of any
     Common Shares at less than the applicable Market Price, (iii) issuance
     wholly for cash of any Common Shares or securities that by their terms are
     exchangeable for or convertible into or give a right to acquire Common
     Shares, (iv) stock dividends, or (v) issuance of rights, options or
     warrants referred to in this Section 2.3, hereafter made by the Corporation
     to holders of its Common Shares, shall not be taxable to such shareholders.

<PAGE>
                                     - 24 -


(p)  Irrespective of any adjustment or change in the securities purchasable upon
     exercise of the Rights, the Rights Certificates theretofore and thereafter
     issued may continue to represent the securities so purchasable which were
     represented in the initial Rights Certificates issued hereunder.

(q)  Whenever an adjustment to the Exercise Price is made pursuant to this
     Section 2.3, the Corporation shall

     (i)  promptly prepare a certificate setting forth such adjustment and a
          brief statement of the facts accounting for such adjustment; and

     (ii) promptly file with the Rights Agent and with each transfer agent for
          the Common Shares a copy of such certificate and mail a brief summary
          thereof to each holder of Rights who requests a copy.

     Failure to file such certificate or to cause such notice to be given as
     aforesaid, or any defect therein, shall not affect the validity of any such
     adjustment or change.

2.4  DATE ON WHICH EXERCISE IS EFFECTIVE

     Each Person in whose name any certificate for Common Shares is issued upon
the exercise of Rights shall for all purposes be deemed to have become the
holder of record of the Common Shares represented thereby on, and such
certificate shall be dated, the date upon which the Rights Certificate
evidencing such Rights was duly surrendered (together with a duly completed
Election to Exercise) and payment of the Exercise Price for such Rights (and any
applicable transfer taxes and other governmental charges payable by the
exercising Person hereunder) was made; provided, however, that if the date of
such surrender and payment is a date upon which the Common Share transfer books
of the Corporation are closed, such Person shall be deemed to have become the
record holder of such shares on, and such certificate shall be dated, the next
Business Day on which the Common Share transfer books of the Corporation are
open.

2.5  EXECUTION, AUTHENTICATION, DELIVERY AND DATING OF RIGHTS CERTIFICATES

(a)  The Rights Certificates shall be executed on behalf of the Corporation by
     any two officers of the Corporation. The signature of any of these officers
     on the Rights Certificates may be manual or facsimile. Rights Certificates
     bearing the manual or facsimile signatures of individuals who were at any
     time the proper officers of the Corporation shall bind the Corporation,
     notwithstanding that such individuals or any of them have ceased to hold
     such offices prior to the countersignature and delivery of such Rights
     Certificates.

(b)  Promptly following the Separation Time, the Corporation will notify the
     Rights Agent of such Separation Time and will deliver Rights Certificates
     executed by the Corporation to the Rights Agent for countersignature and a
     statement describing the Rights, and the Rights Agent shall countersign
     manually (or by facsimile signature in a manner satisfactory to the
     Corporation) and deliver such Rights Certificates and statement to the

<PAGE>
                                     - 25 -


     holders of the Rights pursuant to Section 2.2 hereof. No Rights Certificate
     shall be valid for any purpose until countersigned by the Rights Agent as
     aforesaid.

(c)  Each Rights Certificate shall be dated the date of countersignature
     thereof.

2.6  REGISTRATION, TRANSFER AND EXCHANGE

(a)  After the Separation Time, the Corporation shall cause to be kept a
     register (the "RIGHTS REGISTER") in which, subject to such reasonable
     regulations as it may prescribe, the Corporation will provide for the
     registration and transfer of Rights. The Rights Agent is hereby appointed
     "RIGHTS REGISTRAR" for the purpose of maintaining the Rights Register for
     the Corporation and registering Rights and transfers of Rights as herein
     provided and the Rights Agent hereby accepts such appointment. In the event
     that the Rights Agent shall cease to be the Rights Registrar, the Rights
     Agent will have the right to examine the Rights Register at all reasonable
     times.

(b)  After the Separation Time and prior to the Expiration Time, upon surrender
     for registration of transfer or exchange of any Rights Certificate, and
     subject to the provisions of Subsections 2.6(d) and 3.1(b) below, the
     Corporation will execute, and the Rights Agent will countersign, deliver
     and register, in the name of the holder or the designated transferee or
     transferees, as required pursuant to the holder's instructions, one or more
     new Rights Certificates evidencing the same aggregate number of Rights as
     did the Rights Certificates so surrendered.

(c)  All Rights issued upon any registration of transfer or exchange of Rights
     Certificates shall be valid obligations of the Corporation, and such Rights
     shall be entitled to the same benefits under this Agreement as the Rights
     surrendered upon such registration of transfer or exchange.

(d)  Every Rights Certificate surrendered for registration of transfer or
     exchange shall be duly endorsed, or be accompanied by a written instrument
     of transfer in form satisfactory to the Corporation or the Rights Agent, as
     the case may be, duly executed by the holder thereof or such holder's
     attorney duly authorized in writing. As a condition to the issuance of any
     new Rights Certificate under this Section 2.6, the Corporation may require
     the payment of a sum sufficient to cover any tax or other governmental
     charge that may be imposed in relation thereto and any other expenses
     (including the fees and expenses of the Rights Agent) in connection
     therewith.

2.7  MUTILATED, LOST, STOLEN AND DESTROYED RIGHTS CERTIFICATES

(a)  If any mutilated Rights Certificate is surrendered to the Rights Agent
     prior to the Expiration Time, the Corporation shall execute and the Rights
     Agent shall countersign and deliver in exchange therefor a new Rights
     Certificate evidencing the same number of Rights as did the Rights
     Certificate so surrendered.

(b)  If there shall be delivered to the Corporation and the Rights Agent prior
     to the Expiration Time (i) evidence to their reasonable satisfaction of the
     destruction, loss or theft of any Rights Certificate; and (ii) such
     security or indemnity as may be reasonably required by

<PAGE>
                                     - 26 -


     them to save each of them and any of their agents harmless, then, in the
     absence of notice to the Corporation or the Rights Agent that such Rights
     Certificate has been acquired by a bona fide purchaser, the Corporation
     shall execute and, upon the Corporation's request the Rights Agent shall
     countersign and deliver, in lieu of any such destroyed, lost or stolen
     Rights Certificate, a new Rights Certificate evidencing the same number of
     Rights as did the Rights Certificate so destroyed, lost or stolen.

(c)  As a condition to the issuance of any new Rights Certificate under this
     Section 2.7, the Corporation may require the payment of a sum sufficient to
     cover any tax or other governmental charge that may be imposed in relation
     thereto and any other expenses (including the fees and expenses of the
     Rights Agent) connected therewith.

(d)  Every new Rights Certificate issued pursuant to this Section 2.7 in lieu of
     any destroyed, lost or stolen Rights Certificate shall evidence a
     contractual obligation of the Corporation, whether or not the destroyed,
     lost or stolen Rights Certificate shall be at any time enforceable by
     anyone, and shall be entitled to all the benefits of this Agreement equally
     and proportionately with any and all other Rights duly issued hereunder.

2.8  PERSONS DEEMED OWNERS

     The Corporation, the Rights Agent and any agent of the Corporation or the
Rights Agent may deem and treat the Person in whose name a Rights Certificate
(or, prior to the Separation Time, the associated Common Share certificate) is
registered as the absolute owner thereof and of the Rights evidenced thereby for
all purposes whatsoever. As used in this Agreement, unless the context otherwise
requires, the term "HOLDER" of any Rights shall mean the registered holder of
such Rights (or, prior to the Separation Time, the associated Common Shares).

2.9  DELIVERY AND CANCELLATION OF CERTIFICATES

     All Rights Certificates surrendered upon exercise or for redemption, for
registration of transfer or for exchange shall, if surrendered to any Person
other than the Rights Agent, be delivered to the Rights Agent and, in any case,
shall be promptly cancelled by the Rights Agent. The Corporation may at any time
deliver to the Rights Agent for cancellation any Rights Certificates previously
countersigned and delivered hereunder which the Corporation may have acquired in
any manner whatsoever, and all Rights Certificates so delivered shall be
promptly cancelled by the Rights Agent. No Rights Certificate shall be
countersigned in lieu of or in exchange for any Rights Certificates cancelled as
provided in this Section 2.9 except as expressly permitted by this Agreement.
The Rights Agent shall, subject to applicable law, destroy all cancelled Rights
Certificates and deliver a certificate of destruction to the Corporation.

2.10 AGREEMENT OF RIGHTS HOLDERS

     Every holder of Rights, by accepting such Rights, consents and agrees with
the Corporation and the Rights Agent and with every other holder of Rights:

(a)  to be bound by and subject to the provisions of this Agreement, as amended
     from time to time in accordance with the terms hereof, in respect of all
     Rights held;

<PAGE>
                                     - 27 -


(b)  that, prior to the Separation Time, each Right will be transferable only
     together with, and will be transferred by a transfer of, the associated
     Common Share;

(c)  that, after the Separation Time, the Rights will be transferable only on
     the Rights Register as provided herein;

(d)  that prior to due presentment of a Rights Certificate (or, prior to the
     Separation Time, the associated Common Share certificate) for registration
     of transfer, the Corporation, the Rights Agent and any agent of the
     Corporation or the Rights Agent may deem and treat the Person in whose name
     the Rights Certificate (or, prior to the Separation Time, the associated
     Common Share certificate) is registered as the absolute owner thereof and
     of the Rights evidenced thereby (notwithstanding any notations of ownership
     or writing on such Rights Certificate or the associated Common Share
     certificate made by anyone other than the Corporation or the Rights Agent)
     for all purposes whatsoever, and neither the Corporation nor the Rights
     Agent shall be affected by any notice to the contrary;

(e)  that such holder of Rights has waived its right to receive any fractional
     Rights or any fractional Common Shares or other securities upon exercise of
     a Right (except as provided herein);

(f)  that, subject to the provisions of Section 5.4, without the approval of any
     holder of Rights or Voting Shares and upon the sole authority of the Board
     of Directors acting in good faith, this Agreement may be supplemented or
     amended from time to time as provided herein; and

(g)  that notwithstanding anything in this Agreement to the contrary, neither
     the Corporation nor the Rights Agent shall have any liability to any holder
     of a Right or any other Person as a result of its inability to perform any
     of its obligations under this Agreement by reason of any preliminary or
     permanent injunction or other order, decree or ruling issued by a court of
     competent jurisdiction or by a governmental, regulatory or administrative
     agency or commission, or any statute, rule, regulation or executive order
     promulgated or enacted by any governmental authority, prohibiting or
     otherwise restraining performance of such obligation.

                                   ARTICLE 3
                            ADJUSTMENTS TO THE RIGHTS

3.1  FLIP-IN EVENT

(a)  Subject to Subsection 3.1(b) and Section 5.1, in the event that prior to
     the Expiration Time a Flip-in Event occurs, each Right shall thereafter
     constitute the right to purchase from the Corporation, upon exercise
     thereof in accordance with the terms hereof, that number of Common Shares
     of the Corporation as have an aggregate Market Price on the date of
     consummation or occurrence of such Flip-in Event equal to twice the
     Exercise Price for an amount in cash equal to the Exercise Price (such
     Right to be appropriately adjusted in a manner analogous to the applicable
     adjustment provided for in Section 2.3 in the event that, after such date
     of consummation or occurrence, an event of a type analogous to any of the
     events described in Section 2.3 shall have occurred with respect

<PAGE>
                                     - 28 -


     to such Common Shares).

(b)  Notwithstanding anything in this Agreement to the contrary, upon the
     occurrence of any Flip-in Event, any Rights that are or were Beneficially
     Owned on or after the earlier of the Separation Time and the Stock
     Acquisition Date, or which may thereafter be Beneficially Owned, by:

     (i)  an Acquiring Person (or any Affiliate or Associate of an Acquiring
          Person or any other Person acting jointly or in concert with an
          Acquiring Person or any Associate or Affiliate of such other Person);
          or

     (ii) a transferee of Rights, direct or indirect, from an Acquiring Person
          (or from any Affiliate or Associate of an Acquiring Person or any
          Person acting jointly or in concert with an Acquiring Person or any
          Associate or Affiliate thereof) where such a transferee becomes a
          transferee concurrently with or subsequent to the Acquiring Person
          becoming such in a transfer that the Board of Directors, acting in
          good faith, has determined is part of a plan, arrangement or scheme of
          an Acquiring Person (or of any Person acting jointly or in concert
          with an Acquiring Person or any Associate or Affiliate of an Acquiring
          Person), that has the purpose or effect of avoiding Clause 3.1(b)(i);

     shall become null and void without any further action and any holder of
     such Rights (including any transferee of, or other successor entitled to,
     such Rights, whether directly or indirectly) shall thereafter have no right
     to exercise such Rights under any provisions of this Agreement and further
     shall thereafter not have any rights whatsoever with respect to such
     Rights, whether under any provision of this Agreement or otherwise. The
     holder of any Rights represented by a Rights Certificate which is submitted
     to the Rights Agent upon exercise or for registration of transfer or
     exchange which does not contain the necessary certifications set forth in
     the Rights Certificate establishing that such Rights are not void under
     this Subsection 3.1(b) shall be deemed to be an Acquiring Person for the
     purposes of this Subsection 3.1(b) and such Rights shall become null and
     void.

(c)  Any Rights Certificate that represents Rights Beneficially Owned by a
     Person described in either of Clause 3.1(b)(i) or (ii) or transferred to
     any Nominee of any such Person, and any Rights Certificate issued upon
     transfer, exchange, replacement or adjustment of any other Rights
     Certificate referred to in this sentence, shall contain or will be deemed
     to contain the following legend:

          "The Rights represented by this Rights Certificate were issued to a
          Person who was an Acquiring Person or an Affiliate or an Associate of
          an Acquiring Person (as such terms are defined in the Rights
          Agreement) or to a Person acting jointly or in concert with any of
          them. This Rights Certificate and the Rights represented hereby shall
          be void in the circumstances specified in Subsection 3.1(b) of the
          Rights Agreement.

          Les Droits representes par le present certificat de Droits ont ete
          emis a une personne qui etait une personne faisant une acquisition ou
          un membre du meme

<PAGE>
                                     - 29 -


          groupe qu'elle ou une personne avec qui elle avait des liens (selon la
          definition de ces termes dans la convention visant les Droits) ou a
          une personne agissant conjointement ou de concert avec l'un de
          ceux-ci. Le present certificat de Droits et les Droits representes par
          celui-ci seront nuls dans les circonstances precisees a l'alinea
          3.1(b) de la convention visant les Droits."

     The Rights Agent shall not be under any responsibility to ascertain the
     existence of facts that would require the imposition of such legend but
     shall be required to impose such legend only if instructed to do so in
     writing by the Corporation or if a holder fails to certify upon transfer or
     exchange in the space provided to do so that such holder is not a Person
     described in such legend.

(d)  After the Separation Time, the Corporation shall do all such acts and
     things necessary and within its power to ensure compliance with the
     provisions of this Section 3.1 including, without limitation, all such acts
     and things as may be required to satisfy the requirements of the Canada
     Business Corporations Act, the Securities Act and the securities laws or
     comparable legislation in each of the provinces of Canada and in any other
     jurisdiction where the Corporation is subject to such laws and the rules of
     the stock exchanges or quotation systems where the Common Shares are listed
     or quoted at such time in respect of the issue of Common Shares upon the
     exercise of Rights in accordance with this Agreement.

3.2  FIDUCIARY DUTIES OF THE BOARD OF DIRECTORS OF THE CORPORATION

     For clarification, it is understood that nothing contained in this ARTICLE
3 shall be considered to affect the obligations of the Board of Directors to
exercise its fiduciary duties. Without limiting the generality of the foregoing,
nothing contained herein shall be construed to suggest or imply that the Board
of Directors shall not be entitled to recommend that holders of the Voting
Shares reject or accept any Take-over Bid or take any other action including,
without limitation, the commencement, prosecution, defence or settlement of any
litigation and the submission of additional or alternative Take-over Bids or
other proposals to the shareholders of the Corporation with respect to any
Take-over Bid or otherwise that the Board of Directors believes is necessary or
appropriate in the exercise of its fiduciary duties.

                                   ARTICLE 4
                                THE RIGHTS AGENT

4.1  GENERAL

(a)  The Corporation hereby appoints the Rights Agent to act as agent for the
     Corporation and the holders of the Rights in accordance with the terms and
     conditions hereof, and the Rights Agent hereby accepts such appointment.
     The Corporation may from time to time appoint such co-rights agents
     ("CO-RIGHTS AGENTS") as it may deem necessary or desirable subject to the
     prior written approval of the Rights Agent. In the event the Corporation
     appoints one or more Co-Rights Agents, the respective duties of the Rights
     Agent and Co-Rights Agents shall be as the Corporation may determine with
     the written approval of the Rights Agent. The Corporation agrees to pay to
     the Rights Agent reasonable compensation for all services rendered by it
     hereunder and, from time to time,

<PAGE>
                                     - 30 -


     on demand of the Rights Agent, its reasonable expenses and other
     disbursements reasonably incurred in the administration and execution of
     this Agreement and the exercise and performance of its duties hereunder,
     including the reasonable fees and disbursements of counsel and other
     experts consulted by the Rights Agent pursuant to Subsection 4.3(a). The
     Corporation also agrees to indemnify the Rights Agent, its officers,
     directors, employees and agents for, and to hold it harmless against any
     loss, liability, cost, claim, action, damage, suit or expense, incurred
     without negligence, bad faith or wilful misconduct on the part of the
     Rights Agent for anything done or omitted by the Rights Agent in connection
     with the acceptance and administration of this Agreement including its
     reasonable legal costs and expenses, which right to indemnification will
     survive the termination of this Agreement or the removal or resignation of
     the Rights Agent.

(b)  The Rights Agent shall be protected and shall incur no liability for or in
     respect of any action taken, suffered or omitted by it in connection with
     its administration of this Agreement in reliance upon any certificate for
     Common Shares, Rights Certificate, certificate for other securities of the
     Corporation, instrument of assignment or transfer, power of attorney,
     endorsement, affidavit, letter, notice, direction, consent, certificate,
     statement, or other paper or document believed by it to be genuine and to
     be signed, executed and, where necessary, verified or acknowledged, by the
     proper Person or Persons.

(c)  The Corporation shall inform the Rights Agent in a reasonably timely manner
     of events which may materially affect the administration of this Agreement
     by the Rights Agent and, at any time upon request, shall provide to the
     Rights Agent an incumbency certificate certifying the then current officers
     of the Corporation.

4.2  MERGER, AMALGAMATION, CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT

(a)  Any corporation into which the Rights Agent or any successor Rights Agent
     may be merged or amalgamated or with which it may be consolidated, or any
     corporation resulting from any merger, amalgamation or consolidation to
     which the Rights Agent or any successor Rights Agent is a party, or any
     corporation succeeding to the shareholder services business of the Rights
     Agent or any successor Rights Agent, will be the successor to the Rights
     Agent under this Agreement without the execution or filing of any document
     or any further act on the part of any of the parties hereto, provided that
     such corporation would be eligible for appointment as a successor Rights
     Agent under the provisions of Section 4.4 hereof. In case at the time such
     successor Rights Agent succeeds to the agency created by this Agreement any
     of the Rights Certificates have been countersigned but not delivered, any
     such successor Rights Agent may adopt the countersignature of the
     predecessor Rights Agent and deliver such Rights Certificates so
     countersigned; and in case at that time any of the Rights Certificates have
     not been countersigned, any successor Rights Agent may countersign such
     Rights Certificates either in the name of the predecessor Rights Agent or
     in the name of the successor Rights Agent; and in all such cases such
     Rights Certificates will have the full force provided in the Rights
     Certificates and in this Agreement.

<PAGE>
                                     - 31 -


(b)      In case at any time the name of the Rights Agent is changed and at such
         time any of the Rights Certificates shall have been countersigned but
         not delivered, the Rights Agent may adopt the countersignature under
         its prior name and deliver Rights Certificates so countersigned; and in
         case at that time any of the Rights Certificates shall not have been
         countersigned, the Rights Agent may countersign such Rights
         Certificates either in its prior name or in its changed name; and in
         all such cases such Rights Certificates shall have the full force
         provided in the Rights Certificates and in this Agreement.

4.3  DUTIES OF RIGHTS AGENT

     The Rights Agent undertakes the duties and obligations imposed by this
Agreement upon the following terms and conditions, by all of which the
Corporation and the holders of Rights Certificates, by their acceptance thereof,
shall be bound:

(a)  The Rights Agent may retain and consult with legal counsel (who may be
     legal counsel for the Corporation) or such other experts that the Rights
     Agent considers necessary to carry out its duties under this Agreement and
     the opinion of such counsel or other expert will be full and complete
     authorization and protection to the Rights Agent as to any action taken or
     omitted by it in good faith and in accordance with such opinion; the Rights
     Agent may also, with the approval of the Corporation (such approval not to
     be unreasonably withheld), consult with such other experts (at the expense
     of the Corporation) as the Rights Agent shall consider necessary or
     appropriate to properly carry out the duties and obligations imposed under
     this Agreement and the Rights Agent shall be entitled to act and rely in
     good faith on the advice of any such expert.

(b)  Whenever in the performance of its duties under this Agreement the Rights
     Agent deems it necessary or desirable that any fact or matter be proved or
     established by the Corporation prior to taking or suffering any action
     hereunder, such fact or matter (unless other evidence in respect thereof be
     herein specifically prescribed) may be deemed to be conclusively proved and
     established by a certificate signed by a person believed by the Rights
     Agent to be a senior officer of the Corporation and delivered to the Rights
     Agent; and such certificate will be full authorization to the Rights Agent
     for any action taken or suffered in good faith by it under the provisions
     of this Agreement in reliance upon such certificate.

(c)  The Rights agent will be liable hereunder only for its own negligence, bad
     faith or wilful misconduct.

(d)  The Rights Agent will not be liable for or by reason of any of the
     statements of fact or recitals contained in this Agreement or in the
     certificates for Common Shares, or the Rights Certificates (except its
     countersignature thereof) or be required to verify the same, and all such
     statements and recitals are and will be deemed to have been made by the
     Corporation only.

(e)  The Rights Agent will not be under any responsibility in respect of the
     validity of this Agreement or the execution and delivery hereof (except the
     due authorization, execution and delivery hereof by the Rights Agent) or in
     respect of the validity or execution of any

<PAGE>
                                     - 32 -


     Common Share certificate, or Rights Certificate (except its
     countersignature thereon) nor will it be responsible for any breach by the
     Corporation of any covenant or condition contained in this Agreement or in
     any Rights Certificate; nor will it be responsible for any change in the
     exercisability of the Rights (including the Rights becoming void pursuant
     to Subsection 3.1(b) hereof or any adjustment required under the provisions
     of Section 2.3) hereof or responsible for the manner, method or amount of
     any such adjustment or the ascertaining of the existence of facts that
     would require any such adjustment (except with respect to the exercise of
     Rights after receipt of the certificate contemplated by Section 2.3
     describing any such adjustment or any written notice from the Corporation
     or any holder that a Person has become an Acquiring Person); nor will it by
     any act hereunder be deemed to make any representation or warranty as to
     the authorization of any Common Shares to be issued pursuant to this
     Agreement or any Rights or as to any Common Shares, when issued, being duly
     and validly authorized, issued and delivered as fully paid and
     non-assessable.

(f)  The Corporation agrees that it will perform, execute, acknowledge and
     deliver or cause to be performed, executed, acknowledged and delivered all
     such further and other acts, instruments and assurances as may reasonably
     be required by the Rights Agent for the carrying out or performing by the
     Rights Agent of the provisions of this Agreement.

(g)  The Rights Agent is hereby authorized and directed to accept instructions
     with respect to the performance of its duties hereunder from any person
     designated in writing by the Corporation, and to apply to such individuals
     for advice or instructions in connection with its duties, and it shall not
     be liable for any action taken or suffered by it in good faith in
     accordance with instructions of any such individual. It is understood that
     instructions to the Rights Agent shall, except where circumstances make it
     impractical or the Rights Agent otherwise agrees, be given in writing and,
     where not in writing, such instructions shall be confirmed in writing as
     soon as reasonably practicable after the giving of such instructions.

(h)  Subject to applicable law, the Rights Agent and any shareholder or
     director, officer or employee of the Rights Agent may buy, sell or deal in
     Common Shares, Rights or other securities of the Corporation or become
     pecuniarily interested in any transaction in which the Corporation may be
     interested, or contract with or lend money to the Corporation or otherwise
     act as fully and freely as though it were not the Rights Agent under this
     Agreement. Nothing herein shall preclude the Rights Agent from acting in
     any other capacity for the Corporation or for any other legal entity.

(i)  The Rights Agent may execute and exercise any of the rights or powers
     hereby vested in it or perform any duty hereunder either itself or by or
     through its attorneys or agents, and the Rights Agent will not be
     answerable or accountable for any act, default, neglect or misconduct of
     any such attorneys or agents or for any loss to the Corporation resulting
     from any such act, default, neglect or misconduct, provided reasonable care
     was exercised in the selection and continued employment of such attorneys
     and agents.

<PAGE>
                                     - 33 -


4.4  CHANGE OF RIGHTS AGENT

     The Rights Agent may resign and be discharged from its duties under this
Agreement by giving 60 days' prior written notice (or such lesser notice as is
acceptable to the Corporation) thereof to the Corporation, to each transfer
agent of Common Shares and to the holders of the Rights, all in accordance with
Section 5.9 and at the expense of the Corporation. The Corporation may remove
the Rights Agent by giving 30 days' prior written notice thereof to the Rights
Agent, to each transfer agent of the Common Shares and to the holders of the
Rights in accordance with Section 5.9. If the Rights Agent should resign or be
removed or otherwise become incapable of acting, the Corporation will appoint a
successor to the Rights Agent. If the Corporation fails to make such appointment
within a period of 30 days after such removal or after it has been notified in
writing of such resignation or incapacity by the resigning or incapacitated
Rights Agent or by the holder of any Rights (which holder shall, with such
notice, submit such holder's Rights Certificate for inspection of the
Corporation), then the holder of any Rights or the Rights Agent may apply to any
court of competent jurisdiction for the appointment of a new Rights Agent at the
Corporation's expense. Any successor Rights Agent, whether appointed by the
Corporation or by such a court, must be a corporation incorporated under the
laws of Canada or a province thereof and authorized to carry on the business of
a trust company in the Province of Quebec. After appointment, the successor
Rights Agent will be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights Agent without
further act or deed; but the predecessor Rights Agent, upon receipt of any
outstanding fees and expenses then owing, shall deliver and transfer to the
successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of any such appointment, the
Corporation will file notice thereof in writing with the predecessor Rights
Agent and each transfer agent of the Common Shares and mail a notice thereof in
writing to the holders of the Rights in accordance with Section 5.9. Failure to
give any notice provided for in this Section 4.4, however, or any defect
therein, shall not affect the legality or validity of the resignation or removal
of the Rights Agent or the appointment of the successor Rights Agent, as the
case may be.

                                    ARTICLE 5
                                  MISCELLANEOUS

5.1  REDEMPTION, WAIVER AND TERMINATION

(a)  The Board of Directors acting in good faith may, at any time prior to a
     Flip-in Event as to which the application of Section 3.1 has not been
     waived pursuant to this Section 5.1, elect to redeem all but not less than
     all of the then outstanding Rights at a redemption price of $0.0001 per
     Right (appropriately adjusted in a manner analogous to the applicable
     adjustments provided for in Section 2.3 in the event that an event of the
     type analogous to any of the events described in Section 2.3 shall have
     occurred (such redemption price being herein referred to as the "REDEMPTION
     PRICE")).

(b)  The Board of Directors may waive the application of Section 3.1 in respect
     of the occurrence of any Flip-in Event if the Board of Directors has
     determined, following the Stock Acquisition Date and prior to the
     Separation Time, that a Person became an

<PAGE>
                                     - 34 -


     Acquiring Person by inadvertence and without any intention to become, or
     knowledge that it would become, an Acquiring Person under this Agreement
     and, in the event that such a waiver is granted by the Board of Directors,
     such Stock Acquisition Date shall be deemed not to have occurred. Any such
     waiver pursuant to this Subsection 5.1(b) may only be given on the
     condition that such Person, within 10 days after the foregoing
     determination by the Board of Directors or such later date as the Board of
     Directors may determine (the "DISPOSITION DATE"), has reduced its
     Beneficial Ownership of Voting Shares such that the Person is no longer an
     Acquiring Person. If the Person remains an Acquiring Person at the Close of
     Business on the Disposition Date, the Disposition Date shall be deemed to
     be the date of occurrence of a further Stock Acquisition Date and Section
     3.1 shall apply thereto.

(c)  In the event that a Person acquires Voting Shares pursuant to a Permitted
     Bid or an Exempt Acquisition referred to in Subsections 5.1(d) or 5.1(e),
     then the Board of Directors of the Corporation shall, immediately upon the
     consummation of such acquisition and without further formality, be deemed
     to have elected to redeem the Rights at the Redemption Price.

(d)  The Board of Directors acting in good faith may, prior to the occurrence of
     the relevant Flip-in Event, upon written notice delivered to the Rights
     Agent, determine to waive the application of Section 3.1 to a Flip-in Event
     that may occur by reason of a Take-over Bid made by means of a take-over
     bid circular to all holders of record of Voting Shares, provided that if
     the Board of Directors waives the application of Section 3.1 in respect of
     a Take-over Bid pursuant to this Subsection 5.1(d), the Board of Directors
     shall also be deemed to have waived the application of Section 3.1 in
     respect of any other Take-over Bid made by means of a take-over bid
     circular to all holders of record of Voting Shares prior to the expiry of
     any Take-over Bid (as the same may be extended from time to time) in
     respect of which a waiver is, or is deemed to have been, granted under this
     Subsection 5.1(d).

(e)  The Board of Directors acting in good faith may determine, at any time
     prior to the occurrence of the relevant Flip-in Event, to waive the
     application of Section 3.1 to a Flip-in Event that may occur by reason of
     an acquisition of Voting Shares other than pursuant to a Take-over Bid made
     by means of a take-over bid circular to all holders of record of Voting
     Shares and other than in the circumstances set out in Subsection 5.1(b).

(f)  Where a Take-over Bid that is not a Permitted Bid is withdrawn or otherwise
     terminated after the Separation Time has occurred and prior to the
     occurrence of a Flip-in Event, the Board of Directors may elect to redeem
     all the outstanding Rights at the Redemption Price. In such event, all the
     provisions of this Agreement shall continue to apply as if the Separation
     Time had not occurred and as if Rights Certificates representing the number
     of Rights held by each holder of record of Common Shares as of the
     Separation Time had not been mailed to each such holder, and for all
     purposes of this Agreement the Separation Time shall be deemed not to have
     occurred.

(g)  If the Board of Directors is deemed under Subsection 5.1(c) to have elected
     or elects under Subsection 5.1(a) to redeem the Rights, the right to
     exercise the Rights will

<PAGE>
                                     - 35 -


     thereupon, without further action and without notice, terminate and the
     only right thereafter of the holders of Rights shall be to receive the
     Redemption Price.

(h)  Within 10 days after the Board of Directors is deemed under Subsection
     5.1(c) to have elected or elects under Subsection 5.1(a) or 5.1(f) to
     redeem the Rights, the Corporation shall give notice of redemption to the
     holders of the then outstanding Rights by mailing such notice to each such
     holder at his last address as it appears upon the registry books of the
     Rights Agent or, prior to the Separation Time, on the registry books of the
     transfer agent for the Voting Shares. Any notice which is mailed in the
     manner herein provided shall be deemed given, whether or not the holder
     receives the notice. Each such notice of redemption will state the method
     by which the payment of the Redemption Price will be made.

(i)  If the Redemption Price payable to any holder of Rights includes a fraction
     of a cent, such Redemption Price shall be rounded up to the nearest cent.

(j)  The Corporation shall give prompt written notice to the Rights Agent of any
     waiver of the application of Section 3.1 made by the Board of Directors
     under this Section 5.1.

5.2  EXPIRATION

     No Person will have any rights pursuant to this Agreement or in respect of
any Right after the Expiration Time, except in respect of any right to receive
cash, securities or other property which has accrued at the Expiration Time and
except as specified in Subsections 4.1(a) and (b) hereof.

5.3  ISSUANCE OF NEW RIGHTS CERTIFICATES

     Notwithstanding any of the provisions of this Agreement or of the Rights to
the contrary, the Corporation may, at its option, issue new Rights Certificates
evidencing Rights in such form as may be approved by its Board of Directors to
reflect any adjustment or change in the number or kind or class of shares
purchasable upon exercise of Rights made in accordance with the provisions of
this Agreement.

5.4  SUPPLEMENTS AND AMENDMENTS

     Notwithstanding any other provisions of this Agreement or of the Rights to
the contrary, the Corporation may, at any time, amend, vary or rescind any of
the provisions of this Agreement and the Rights (whether or not such action
would materially adversely affect the interests of the holders of Rights
generally). Notwithstanding anything in this Section 5.4 to the contrary, no
such supplement or amendment shall be made to the provisions of ARTICLE 4 except
with the written consent of the Rights Agent.

5.5  FRACTIONAL RIGHTS AND FRACTIONAL SHARES

(a)  The Corporation will not be required to issue fractions of Rights or to
     distribute Rights Certificates which evidence fractional Rights. After the
     Separation Time there shall be paid, in lieu of such fractional Rights, to
     the registered holders of the Rights Certificates

<PAGE>
                                     - 36 -


     with regard to which fractional Rights would otherwise be issuable, an
     amount in cash equal to the same fraction of the Market Price of a whole
     Right. The Rights Agent shall have no obligation to make any payments in
     lieu of fractional Rights unless the Corporation shall have provided the
     Rights Agent with the necessary funds to pay in full all amounts payable in
     accordance with Subsection 2.2(e).

(b)  The Corporation shall not be required to issue fractional Common Shares
     upon exercise of the Rights or to distribute certificates that evidence
     fractional Common Shares. In lieu of issuing fractional Common Shares, the
     Corporation shall pay to the registered holder of Rights Certificates at
     the time such Rights are exercised as herein provided, an amount in cash
     equal to the same fraction of the Market Price of one Common Share at the
     date of such exercise. The Rights Agent shall have no obligation to make
     any payments in lieu of fractional Common Shares unless the Corporation
     shall have provided the Rights Agent with the necessary funds to pay in
     full all amounts payable in accordance with Subsection 2.2(e).

5.6  RIGHTS OF ACTION

     Subject to the terms of this Agreement, rights of action in respect of this
Agreement, other than rights of action vested solely in the Rights Agent, are
vested in the respective holders of the Rights. Any registered holder of any
Rights, without the consent of the Rights Agent or of the holder of any other
Rights may, on such holder's own behalf and for such holder's own benefit and
the benefit of other holders of Rights, enforce, and may institute and maintain
any suit, action or proceeding against the Corporation to enforce, or otherwise
act in respect of, such holder's right to exercise such holder's Rights in the
manner provided in this Agreement and in such holder's Rights Certificate.
Without limiting the foregoing or any remedies available to the holders of
Rights, it is specifically acknowledged that the holders of Rights would not
have an adequate remedy at law for any breach of this Agreement and will be
entitled to specific performance of the obligations under, and injunctive relief
against actual or threatened violations of, the obligations of any Person
subject to this Agreement.

5.7  HOLDER OF RIGHTS NOT DEEMED A SHAREHOLDER

     No holder, as such, of any Rights or Rights Certificate shall be entitled
to vote, receive dividends or be deemed for any purpose the holder of Common
Shares or any other securities which may at any time be issuable on the exercise
of Rights, nor shall anything contained herein or in any Rights Certificate be
construed to confer upon the holder of any Rights, as such, any of the rights of
a shareholder of the Corporation or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting shareholders (except as provided in Section
5.8 hereof) or to receive dividends or subscription rights or otherwise, until
such Rights shall have been exercised in accordance with the provisions hereof.

5.8  NOTICE OF PROPOSED ACTIONS

     In case the Corporation proposes after the Separation Time and prior to the
Expiration Time to effect the liquidation, dissolution or winding up of the
Corporation or the sale of all or

<PAGE>
                                     - 37 -


substantially all of the Corporation's assets, then, in each such case, the
Corporation shall give to each holder of a Right, in accordance with Section 5.9
hereof, a notice of such proposed action, which shall specify the date on which
such liquidation, dissolution, or winding up is to take place, and such notice
shall be so given at least 20 Business Days prior to the date of the taking of
such proposed action by the Corporation.

5.9  NOTICES

     Notices or demands authorized or required by this Agreement to be given or
made to or by the Rights Agent, the holder of any Rights or the Corporation will
be sufficiently given or made and shall be deemed to be received if delivered or
sent by first-class mail, postage prepaid, or by fax machine or other means of
printed telecommunication, charges prepaid and confirmed in writing by mail or
delivery, addressed (until another address is filed in writing with the Rights
Agent or the Corporation, as applicable), as follows:

              (a)     if to the Corporation:

                      COGNICASE Inc.
                      9th Floor 111 Duke Street
                      Montreal QC  H3C 2M1

                      Attention: Benoit Dube

                      Facsimile No. (514) 228-8955

              (b)     if to the Rights Agent:

                      National Bank Trust Inc.
                      9th Floor 1100 University Street
                      Montreal QC  H3B 2G7

                      Attention: Manager, Share Ownership Management

                      Facsimile No. (514) 871-7434


              (c)     if to the holder of any Rights, to the address of such
                      holder as it appears on the registry books of the Rights
                      Agent or, prior to the Separation Time, on the registry
                      books of the Corporation for the Common Shares.

5.10 COSTS OF ENFORCEMENT

     The Corporation agrees that if the Corporation or any other Person the
securities of which are purchasable upon exercise of Rights fails to fulfil any
of its obligations pursuant to this Agreement, then the Corporation or such
Person will reimburse the holder of any Rights for the costs and expenses
(including legal fees) incurred by such holder in actions to enforce his rights
pursuant to any Rights or this Agreement.

<PAGE>
                                     - 38 -


5.11 DECLARATION AS TO NON-CANADIAN AND NON-U.S. HOLDERS

     If in the opinion of the Board of Directors (who may rely upon the advice
of counsel), any action or event contemplated by this Agreement would require
compliance with the securities laws or comparable legislation of a jurisdiction
outside Canada and the United States of America, its territories and
possessions, the Board of Directors acting in good faith may take such actions
as it may deem appropriate to ensure that such compliance is not required,
including without limitation establishing procedures for the issuance to a
Canadian resident Fiduciary of Rights or securities issuable on exercise of
Rights, the holding thereof in trust for the Persons entitled thereto (but
reserving to the Fiduciary or to the Fiduciary and the Corporation, as the
Corporation may determine, absolute discretion with respect thereto) and the
sale thereof and remittance of the proceeds of such sale, if any, to the Persons
entitled thereto. In no event shall the Corporation or the Rights Agent be
required to issue or deliver Rights or securities issuable on exercise of Rights
to Persons who are citizens, residents or nationals of any jurisdiction other
than Canada and a province or territory thereof and the United States of America
and any state thereof in which such issue or delivery would be unlawful without
registration of the relevant Persons or securities for such purposes.

5.12 SUCCESSORS

     All the covenants and provisions of this Agreement by or for the benefit of
the Corporation or the Rights Agent shall bind and enure to the benefit of their
respective successors and assigns hereunder.

5.13 BENEFITS OF THIS AGREEMENT

     Nothing in this Agreement shall be construed to give to any Person other
than the Corporation, the Rights Agent and the holders of the Rights any legal
or equitable right, remedy or claim under this Agreement; this Agreement shall
be for the sole and exclusive benefit of the Corporation, the Rights Agent and
the holders of the Rights.

5.14 DETERMINATION AND ACTIONS BY THE BOARD OF DIRECTORS

     All actions, calculations, interpretations and determinations (including
all omissions with respect to the foregoing) which are done or made by the Board
of Directors pursuant to this Agreement, in good faith, (i) may be relied on by
the Rights Agent, and (ii) shall not subject the Board of Directors to any
liability to the holders of the Rights or to any other parties.

5.15 GOVERNING LAW

     This Agreement and the Rights issued hereunder shall be deemed to be a
contract made under the laws of the Province of Quebec and the laws of Canada
applicable therein and for all purposes will be governed by and construed in
accordance with the laws of such province applicable to contracts to be made and
performed entirely within such province.

<PAGE>
                                     - 39 -


5.16 LANGUAGE

     Les parties aux presentes ont exige que la presente convention ainsi que
tous les documents et avis qui s'y rattachent ou qui en decoulent soient rediges
en langue anglaise. The parties hereto have required that this Agreement and all
documents and notices related thereto or resulting therefrom be drawn up in
English.

5.17 COUNTERPARTS

     This Agreement may be executed in any number of counterparts and each of
such counterparts will for all purposes be deemed to be an original, and all
such counterparts shall together constitute one and the same instrument.

5.18 SEVERABILITY

     If any term or provision hereof or the application thereof to any
circumstance is, in any jurisdiction and to any extent, invalid or
unenforceable, such term or provision will be ineffective only to the extent of
such invalidity or unenforceability in such jurisdiction without invalidating or
rendering unenforceable the remaining terms and provisions hereof or the
enforceability thereof in any other jurisdiction or the application of such term
or provision to circumstances other than those as to which it is held invalid or
unenforceable.

5.19 EFFECTIVE DATE

     This Agreement is effective and in force and effect in accordance with its
terms from and after the date hereof.

5.20 TERMINATION OF AGREEMENT

     This Agreement shall terminate at, and be of no further force or effect
from and after, the Expiration Time.

5.21 TIME OF THE ESSENCE

     Time shall be of the essence hereof.

<PAGE>
                                     - 40 -


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of December 19, 2002.



                                 COGNICASE INC.



                                 By:  /s/ Vincent Salvati
                                      -----------------------------------

                                 Name:    Vincent Salvati
                                 Title:   Executive Vice-President
                                          and CFO


                                 NATIONAL BANK TRUST INC.



                                 By:  /s/ Julien Lavalliere
                                      -----------------------------------

                                 Name:    Julien Lavalliere
                                 Title:   Account Manager



                                 By:  /s/ Louis Lochhead
                                      -----------------------------------

                                 Name:    Louis Lochhead
                                 Title:   Senior Manager


<PAGE>

                                    EXHIBIT A

                           Form of Rights Certificate


Certificate No.                                                           Rights

THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE CORPORATION, ON THE
TERMS SET FORTH IN THE SHAREHOLDER RIGHTS PLAN AGREEMENT. UNDER CERTAIN
CIRCUMSTANCES (SPECIFIED IN SUBSECTION 3.1(b) OF SUCH AGREEMENT), RIGHTS
BENEFICIALLY OWNED BY AN ACQUIRING PERSON, CERTAIN RELATED PARTIES OF AN
ACQUIRING PERSON OR A TRANSFEREE OF AN ACQUIRING PERSON OR ANY SUCH RELATED
PARTIES WILL BECOME VOID WITHOUT FURTHER ACTION.

RIGHTS CERTIFICATE

This certifies that __________________________________________________________
is the registered holder of the number of Rights set forth above, each of which
entitles the registered holder thereof, subject to the terms, provisions and
conditions of the Shareholder Rights Plan Agreement (the "RIGHTS AGREEMENT")
made as of December 19, 2002 between COGNICASE Inc., a corporation existing
under the laws of Canada (the "CORPORATION") and National Bank Trust Inc., a
trust company incorporated under the laws of Quebec, as Rights Agent (the
"RIGHTS AGENT"), which term shall include any successor Rights Agent under the
Rights Agreement, to purchase from the Corporation, at any time after the
Separation Time and prior to the Expiration Time (as such terms are defined in
the Rights Agreement), one fully paid common share of the Corporation (a "COMMON
SHARE") at the Exercise Price referred to below, upon presentation and surrender
of this Rights Certificate, together with the Form of Election to Exercise
appropriately completed and duly executed, to the Rights Agent at its principal
office in Montreal. Until adjustment thereof in certain events as provided in
the Rights Agreement, the Exercise Price shall be $20.00 per Right (payable by
certified cheque, banker's draft or money order payable to the order of the
Rights Agent). The number of Common Shares which may be purchased for the
Exercise Price is subject to adjustment as set forth in the Rights Agreement.

This Rights Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated by reference and made a part hereof and to which Rights
Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Rights Agent, the Corporation and the holders of the Rights Certificates. Copies
of the Rights Agreement are on file at the registered office of the Corporation
and are available upon written request.

This Rights Certificate, with or without other Rights Certificates, upon
surrender at the principal office of the Rights Agent in Montreal, may be
exchanged for another Rights Certificate or Rights Certificates of like tenor
evidencing an aggregate number of Rights equal to the aggregate number of Rights
evidenced by the Rights Certificate or Rights Certificates surrendered. If this
Rights Certificate shall be exercised in part, the registered holder shall be
entitled to receive,

<PAGE>
                                     - 2 -


upon surrender hereof, another Rights Certificate or Rights Certificates for the
number of whole Rights not exercised.

Subject to the provisions of the Rights Agreement, the Rights evidenced by this
Rights Certificate may be redeemed by the Corporation at a redemption price of
$0.0001 per Right subject to adjustment in certain events.

No fractional Common Share will be issued upon the exercise of any Right or
Rights evidenced hereby, but in lieu thereof a cash payment will be made, as
provided in the Rights Agreement.

No holder of this Rights Certificate, as such, shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of Common Shares or
any other securities which may at any time be issuable upon the exercise hereof,
nor shall anything contained in the Rights Agreement or herein be construed to
confer upon the holder hereof, as such, any of the rights of a shareholder of
the Corporation or any right to vote for the election of directors or upon any
matter submitted to shareholders at any meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of any meeting or other
actions affecting shareholders (except as provided in the Rights Agreement), or
to receive dividends or subscription rights or otherwise, until the Rights
evidenced by this Rights Certificate shall have been exercised as provided in
the Rights Agreement.

This Rights Certificate shall not be valid for any purpose until it shall have
been countersigned by the Rights Agent.

WITNESS the facsimile signature of the proper officers of the Corporation.

Date:

                                 COGNICASE INC.



                                 Per:  _________________________________________
                                          Authorized signature


                                 Per:  _________________________________________
                                          Authorized signature

                                 Countersigned:

                                 NATIONAL BANK TRUST INC.,
                                 in the City of Montreal


                                 Per:  _________________________________________
                                          Authorized signature


<PAGE>

                          FORM OF ELECTION TO EXERCISE

The undersigned hereby irrevocably elects to exercise _________________________
whole Rights represented by this Rights Certificate to purchase the Common
Shares issuable upon the exercise of such Rights and requests that certificates
for such Common Shares be issued in the name of and delivered to:


---------------------------------
Name


---------------------------------
Address


---------------------------------
City and Province


---------------------------------
Social Insurance No. or other taxpayer identification number



If such number of Rights shall not be all the Rights evidenced by this Rights
Certificate, a new Rights Certificate for the balance of such Rights shall be
registered in the name of and delivered to:



---------------------------------
Name


---------------------------------
Address


---------------------------------
City and Province


---------------------------------
Social Insurance No. or other taxpayer identification number

<PAGE>
                                     - 2 -


Date: ______________________________       _____________________________________
                                                         Signature


____________________________________       (Signature must correspond to name as
Signature Guaranteed                       written upon the face of this Rights
                                           Certificate in every particular,
                                           without alteration or enlargement or
                                           any change whatsoever)


Signature must be guaranteed by a Canadian chartered bank, a Canadian trust
company, a member firm of a recognized stock exchange in Canada, a member of a
registered national securities exchange in the United States, or a member of the
Securities Transfer Association Medallion (STAMP) Program.

                     (TO BE COMPLETED BY THE HOLDER IF TRUE)

The undersigned hereby certifies and represents, for the benefit of the
Corporation and all holders of Rights and Common Shares, that the Rights
evidenced by this Rights Certificate are not and, to the knowledge of the
undersigned, have never been, Beneficially Owned by an Acquiring Person or by an
Affiliate or Associate of an Acquiring Person or any other Person acting jointly
or in concert with any of the foregoing (as such terms are defined in the Rights
Agreement).



                                           _____________________________________
                                           Signature



                                           _____________________________________
                                           (Please print name below signature)


                                     NOTICE

IN THE EVENT THAT THE CERTIFICATION SET FORTH ABOVE IN THE FORM OF ELECTION TO
EXERCISE IS NOT COMPLETED, THE CORPORATION SHALL DEEM THE BENEFICIAL OWNER OF
THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE TO BE AN ACQUIRING PERSON (AS
DEFINED IN THE RIGHTS AGREEMENT) AND, ACCORDINGLY, SUCH RIGHTS SHALL BE NULL AND
VOID.


<PAGE>

                               FORM OF ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto



--------------------------------------------------------------------------------
(please print name and address of transferee) the Rights represented by this
Rights Certificate, together with all right, title and interest therein.



Date: ______________________________       _____________________________________
                                                         Signature


____________________________________       (Signature must correspond to name as
Signature Guaranteed                       written upon the face of this Rights
                                           Certificate in every particular,
                                           without alteration or enlargement or
                                           any change whatsoever)


Signature must be guaranteed by a Canadian chartered bank, a Canadian trust
company, a member firm of a recognized stock exchange in Canada, a member of a
registered national securities exchange in the United States, or a member of the
Securities Transfer Association Medallion (STAMP) Program.

                    (TO BE COMPLETED BY THE ASSIGNOR IF TRUE)

The undersigned hereby certifies and represents, for the benefit of the
Corporation and all holders of Rights and Common Shares, that the Rights
evidenced by this Rights Certificate are not and, to the knowledge of the
undersigned, have never been, Beneficially Owned by an Acquiring Person or by an
Affiliate or Associate of an Acquiring Person or any other Person acting jointly
or in concert with any of the foregoing (as such terms are defined in the Rights
Agreement).



                                           _____________________________________
                                           Signature



                                           _____________________________________
                                           (Please print name below signature)


                                     NOTICE

IN THE EVENT THAT THE CERTIFICATION SET FORTH ABOVE IN THE FORM OF ASSIGNMENT IS
NOT COMPLETED, THE CORPORATION SHALL DEEM THE BENEFICIAL OWNER OF THE RIGHTS
REPRESENTED BY THIS RIGHTS CERTIFICATE TO BE AN ACQUIRING PERSON (AS DEFINED IN
THE RIGHTS AGREEMENT) AND, ACCORDINGLY, SUCH RIGHTS SHALL BE NULL AND VOID.