<PAGE>
                                                                     Exhibit 4.2

                     SHAREHOLDER PROTECTION RIGHTS AGREEMENT


                                     BETWEEN


                        GEAC COMPUTER CORPORATION LIMITED


                                     - AND -


                        MONTREAL TRUST COMPANY OF CANADA


                                 AS RIGHTS AGENT




                          FASKEN MARTINEAU DUMOULIN LLP
                           Toronto-Dominion Bank Tower
                               Box 20, Suite 4200
                             Toronto Dominion Centre
                             Toronto, Canada M5K 1N6







<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                               PAGE
<S>               <C>                                                                                         <C>
ARTICLE 1 -       INTERPRETATION.................................................................................1
1.1               Certain Definitions............................................................................1
1.2               Currency......................................................................................14
1.3               Number and Gender.............................................................................14
1.4               Descriptive Headings and References...........................................................15
1.5               Acting Jointly or in Concert..................................................................15
1.6               Holder........................................................................................15

ARTICLE 2 -       THE RIGHTS....................................................................................15
2.1               Legend on Voting 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...........................................................25
2.5               Execution, Authentication, Delivery and Dating of Rights Certificates.........................26
2.6               Registration, Registration of Transfer and Exchange...........................................26
2.7               Mutilated, Destroyed, Lost and Stolen Rights Certificates.....................................27
2.8               Persons Deemed Owners.........................................................................28
2.9               Delivery and Cancellation of Certificates.....................................................28
2.10              Agreement of Rights Holders...................................................................28

ARTICLE 3 -       ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF A FLIP-IN EVENT.....................................29
3.1               Flip-in Event.................................................................................29

ARTICLE 4 -       THE RIGHTS AGENT..............................................................................31
4.1               General.......................................................................................31
4.2               Merger or Consolidation or Change of Name of Rights Agent.....................................31
4.3               Duties of Rights Agent........................................................................32
4.4               Change of Rights Agent........................................................................34

ARTICLE 5 -       MISCELLANEOUS.................................................................................35
5.1               Redemption of Rights..........................................................................35
5.2               Waiver of Flip-In Events......................................................................36
5.3               Issuance of New Rights Certificates...........................................................36
5.4               Supplements and Amendments....................................................................37
5.5               Fractional Rights and Fractional Shares.......................................................38
5.6               Rights of Action..............................................................................39
5.7               Holder of Rights Not Deemed a Shareholder.....................................................39
5.8               Notice of Proposed Actions....................................................................39
5.9               Notices.......................................................................................40
5.10              Costs of Enforcement..........................................................................41
5.11              Successors....................................................................................41
5.12              Benefits of this Agreement....................................................................41
</TABLE>

                                      -i-
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)
<TABLE>
<CAPTION>

                                                                                                               PAGE
<S>               <C>                                                                                          <C>
5.13              Governing Law.................................................................................41
5.14              Counterparts..................................................................................41
5.15              Severability..................................................................................41
5.16              Determinations and Actions by the Board of Directors..........................................42
5.17              Effective Date and Expiration Time............................................................42
5.18              Regulatory Approvals..........................................................................42
</TABLE>


Exhibit A - Form of Rights Certificate


                                      -ii-


<PAGE>

                     SHAREHOLDER PROTECTION RIGHTS AGREEMENT

SHAREHOLDER PROTECTION RIGHTS AGREEMENT dated as of March 15, 2000 between GEAC
COMPUTER CORPORATION LIMITED, a corporation amalgamated under the Canada
Business Corporations Act (the "CORPORATION"), and MONTREAL TRUST COMPANY OF
CANADA, a trust company incorporated under the laws of Canada, as rights agent
(the "RIGHTS AGENT", which term shall include any successor Rights Agent
hereunder).

WHEREAS the Board of Directors has determined that it is advisable and in the
best interests of the Corporation to adopt a shareholder protection rights plan
(the "RIGHTS PLAN") to ensure, to the extent possible, that all shareholders of
the Corporation are treated fairly in connection with any take-over bid for
Voting Shares (as hereinafter defined);

AND WHEREAS in order to implement the Rights Plan, the Board of Directors has:

(a)      authorized and declared a distribution of one right (a "RIGHT")
         effective at the Record Time (as hereinafter defined) in respect of
         each Common Share (as hereinafter defined) outstanding at the Record
         Time; and

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

AND WHEREAS each Right shall entitle 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;

AND WHEREAS the Rights Agent has agreed to act on behalf of the Corporation in
connection with the issuance, transfer, exchange and replacement of Rights
Certificates (as hereinafter defined), the exercise of Rights and other matters
referred to herein;

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

                           ARTICLE I - INTERPRETATION

1.1      CERTAIN DEFINITIONS

         For purposes of this Agreement, the following terms have the meanings
indicated:

         "ACQUIRING PERSON" shall mean any Person who is the Beneficial Owner of
         20% or more of the outstanding Voting Shares; provided, however, that
         the term "ACQUIRING PERSON" shall not include:

                  (i)    the Corporation or any Subsidiary of the Corporation;

<PAGE>
                                     - 2 -

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

                         (A)  a Voting Share Reduction which, by reducing
                              the number of Voting Shares outstanding,
                              increases the percentage of Voting Shares
                              Beneficially Owned by such Person to 20% or
                              more of the Voting Shares then outstanding,

                         (B)  a Pro Rata Acquisition,

                         (C)  a Permitted Bid Acquisition,

                         (D)  an Exempt Acquisition, or

                         (E)  a Convertible Security Acquisition,

                  provided, however, that if a Person becomes the Beneficial
                  Owner of 20% or more of the Voting Shares then outstanding by
                  reason of one or any combination of a Voting Share Reduction,
                  a Pro Rata Acquisition, a Permitted Bid Acquisition, an Exempt
                  Acquisition or a Convertible Security Acquisition and
                  thereafter becomes the Beneficial Owner of more than an
                  additional 1% of the outstanding Voting Shares (other than
                  pursuant to a Voting Share Reduction, a Pro Rata Acquisition,
                  a Permitted Bid Acquisition, an Exempt Acquisition or a
                  Convertible Security Acquisition), then as of the date that
                  such Person becomes the Beneficial Owner of such additional
                  Voting Shares, such Person shall become an Acquiring Person;

                  (iii)    an underwriter or member of a banking or selling
                           group that becomes the Beneficial Owner of 20% or
                           more of the Voting Shares then outstanding from the
                           Corporation in connection with a distribution of
                           securities pursuant to a prospectus or by way of
                           private placement; and

                  (iv)     a Grandfathered Person, provided, however, that if
                           such Person shall thereafter become the Beneficial
                           Owner (other than pursuant to a Voting Share
                           Reduction, a Pro Rata Acquisition, a Permitted Bid
                           Acquisition, an Exempt Acquisition or a Convertible
                           Security Acquisition) of additional Voting Shares
                           constituting more than 1% of the number of Voting
                           Shares then outstanding, such Person shall become an
                           Acquiring Person as of the date and time of
                           acquisition of such additional Voting Shares.

         "AFFILIATE", when used to indicate a relationship with a specified
         Person, shall mean a Person that directly, or indirectly through one or
         more intermediaries, controls, or is controlled by, or is under common
         control with, such specified Person.

<PAGE>

                                     - 3 -

         "AGREEMENT" shall mean this shareholder protection rights agreement
         between the Corporation and the Rights Agent, as may be amended and/or
         supplemented or restated from time to time.

         "ASSOCIATE", when used to indicate a relationship with a specified
         Person, shall mean (i) a spouse of such specified Person, (ii) any
         Person of either sex with whom such specified Person is living in a
         conjugal relationship outside marriage, or (iii) any relative of such
         specified Person or of a Person mentioned in Clause (i) or (ii) of this
         definition if that relative has the same residence as the specified
         Person.

         "BENEFICIAL OWNER": a Person shall be deemed the "BENEFICIAL OWNER"
         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 the owner at
                           law or in equity;

                  (ii)     any securities as to which such Person or any of such
                           Person's Affiliates or Associates has the right to
                           become the owner at law or in equity, where such
                           right is exercisable immediately or within 60 days of
                           the date of the determination of Beneficial Ownership
                           and whether or not on condition or the occurrence of
                           any contingency or the making of any payment, upon
                           the exercise of any conversion right, exchange right
                           or purchase right attaching to Convertible
                           Securities, or pursuant to any agreement,
                           arrangement, pledge or understanding, written or oral
                           (other than customary agreements with and between
                           underwriters and banking group or selling group
                           members with respect to a distribution of securities
                           pursuant to a prospectus or by way of private
                           placement and other than pursuant to pledges of
                           securities in the ordinary course of business); and

                  (iii)    any securities which are Beneficially Owned within
                           the meaning of Clause (i) or (ii) of this definition
                           by any other Person with which, and in respect of
                           which securities, 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)     by reason of:

                           (A)      such security having 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
                                    referred to in Clause (iii) of this
                                    definition, until the earlier of such
                                    deposited or tendered security being
                                    accepted unconditionally for payment or
                                    exchange or being taken up and paid for; or

<PAGE>

                                     - 4 -

                           (B)      the holder of such security having agreed
                                    pursuant to a Permitted Lock-up Agreement to
                                    deposit or tender such security pursuant to
                                    a Take-over Bid made by any such Person or
                                    any of such Person's Affiliates or
                                    Associates or any other Person referred to
                                    in Clause (iii) of this definition;

                  (v)      by reason of such Person, any of such Person's
                           Affiliates or Associates or any other Person referred
                           to in Clause (iii) of this definition holding such
                           security, provided, however, that:

                           (A)      the ordinary business of the Person (in this
                                    definition, a "MANAGER") includes the
                                    management of investment funds for others
                                    and such security is held by the Manager in
                                    the ordinary course of such business in the
                                    performance of such Manager's duties for the
                                    account of any other Person (in this
                                    definition, a "CLIENT");

                           (B)      the Person (in this definition, a "TRUST
                                    COMPANY") is licensed to carry on the
                                    business of a trust company under applicable
                                    law and, as such, acts as a trustee or
                                    administrator or in a similar capacity in
                                    relation to the estates of deceased or
                                    incompetent Persons (each, in this
                                    definition, an "ESTATE ACCOUNT") or in
                                    relation to other accounts (each, in this
                                    definition, an "OTHER ACCOUNT") and holds
                                    such security and is acting in the ordinary
                                    course of such duties for the Estate Account
                                    or for such Other Accounts;

                           (C)      such Person is a Crown agent or agency (in
                                    this definition, a "CROWN AGENT");

                           (D)      the Person is established by statute for
                                    purposes that include, and the ordinary
                                    business or activity of such Person (in this
                                    definition, a "STATUTORY BODY") includes,
                                    the management of investment funds for
                                    employee benefit plans, pension plans and
                                    insurance plans of various public bodies and
                                    the Statutory Body holds such security for
                                    the purposes of its activities as such; or

                           (E)      the Person (in this definition, an
                                    "ADMINISTRATOR") is the administrator or
                                    trustee of one or more pension funds or
                                    plans (each, in this definition, a "PLAN")
                                    registered under the laws of Canada or any
                                    province thereof or the corresponding laws
                                    of the jurisdiction by which such Plan is
                                    governed or is such a Plan and the
                                    Administrator or Plan holds such security
                                    for the purposes of its activities as such;

                  but only if the Manager, the Trust Company, the Crown Agent,
                  the Statutory Body, the Administrator or the Plan, as the case
                  may be, is not then making and

<PAGE>

                                     - 5 -

                  has not announced a current intention to make a
                  Take-over Bid, other than an Offer to Acquire Voting Shares
                  or other securities pursuant to a distribution by the
                  Corporation or by means of ordinary market transactions
                  (including prearranged trades entered into in the ordinary
                  course of business of such Person) executed through the
                  facilities of a stock exchange or an organized
                  over-the-counter market, alone or by acting jointly or in
                  concert with any other Person;

                  (vi)     because such Person:

                           (A)      is a Client of the same Manager as another
                                    Person on whose account the Manager holds
                                    such security;

                           (B)      has an Estate Account or an Other Account
                                    with the same Trust Company as another
                                    Person on whose account the Trust Company
                                    holds such security; or

                           (C)      is a Plan with the same Administrator as
                                    another Plan on whose account the
                                    Administrator holds such security;

                  (vii)    because such Person:

                           (A)      is a Client of a Manager and such security
                                    is owned at law or in equity by the Manager;

                           (B)      has an Estate Account or an Other Account
                                    with a Trust Company and such security is
                                    owned at law or in equity by the Trust
                                    Company; or

                           (C)      is a Plan and such security is owned at law
                                    or in equity by the Administrator of the
                                    Plan; or

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

         "BOARD OF DIRECTORS" shall mean the board of directors of the
         Corporation.

         "BUSINESS DAY" shall mean any day other than a Saturday, a Sunday or a
         day on which banking institutions in Toronto, Ontario are authorized or
         obliged by law to close.

         "CANADA BUSINESS CORPORATIONS ACT" shall mean the Canada Business
         Corporations Act, R.S.C. 1985, c.C-44, as amended, and the regulations
         made thereunder and any comparable or successor laws or regulations
         thereto.

         "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
         succeeding Business Day) at which the office

<PAGE>

                                     - 6 -

         of the transfer agent for the Common Shares in Toronto, Ontario
         (or, after the Separation Time, the office of the Rights Agent in
         Toronto, Ontario) is closed to the public. "COMMON STARES" shall mean
         the common shares in the capital of the Corporation.

         "COMPETING PERMITTED BID" shall mean a Take-over Bid that:

                  (i)      is made after a Permitted Bid or another Competing
                           Permitted Bid has been made and prior to the expiry
                           of that Permitted Bid or Competing Permitted Bid (in
                           this definition, the "PRIOR BID");

                  (ii)     satisfies all the  provisions of the definition of a
                           Permitted Bid other than the requirements set out in
                           Clauses (ii)(A) and (D) of the definition of
                           Permitted Bid; and

                  (iii)    contains, and the take-up and payment for securities
                           tendered or deposited thereunder are subject to,
                           irrevocable and unqualified conditions that:

                           (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 that is
                                    not less than the later of 21 days after the
                                    Offer Date of such Take-over Bid and 60 days
                                    after the Offer Date of the earliest Prior
                                    Bid then in existence, and (y) then only if,
                                    at the Close of Business on the date Voting
                                    Shares are first taken up or paid for under
                                    such Take-over Bid, more than 50% of the
                                    then outstanding Voting Shares held by
                                    Independent Shareholders have been deposited
                                    or tendered pursuant to such Take-over Bid
                                    and not withdrawn; and

                           (B)      in the event that the requirement set forth
                                    in Subclause (iii)(A)(y) of this definition
                                    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.

         "CONTROLLED": a body corporate is "CONTROLLED" by another Person or
         two or more Persons acting jointly or in concert 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 on behalf 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" and "UNDER COMMON CONTROL WITH" shall be
         interpreted accordingly.

<PAGE>

                                     - 7 -

         "CONVERTIBLE SECURITIES" shall mean at any time any securities issued
         by the Corporation (including rights, warrants and options but
         excluding the Rights) carrying any purchase, exercise, conversion or
         exchange right, pursuant to which the holder thereof may acquire Voting
         Shares or other securities convertible into or exercisable or
         exchangeable for Voting Shares (in each case, whether such right is
         exercisable immediately or after a specified period and whether or not
         on condition or the happening of any contingency).

         "CONVERTIBLE SECURITY ACQUISITION" shall mean the acquisition of Voting
         Shares upon the exercise, conversion or exchange of Convertible
         Securities acquired by a Person pursuant to a Permitted Bid
         Acquisition, an Exempt Acquisition or a Pro Rata Acquisition.

         "CO-RIGHTS AGENT" shall have the meaning attributed thereto in
         Subsection 4.1(a).

         "EFFECTIVE DATE" shall mean the date that is the earlier of

                  (i)      the date that the Board of Directors determines
                           shall be the effective date of this Agreement; and

                  (ii)     March 15, 2000.

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

         "EXEMPT ACQUISITION" shall mean an acquisition of Voting Shares and/or
         Convertible Securities (i) in respect of which the Board of Directors
         has waived the application of Section 3.1 pursuant to the provisions of
         Section 5.2, (ii) pursuant to a distribution to the public of Voting
         Shares and/or Convertible Securities made by the Corporation pursuant
         to a prospectus or a securities exchange take-over bid circular or a
         distribution by way of a private placement (provided that (x) all
         necessary stock exchange approvals for any distribution made pursuant
         to a private placement have been obtained and such private placement
         complies with the terms and conditions of such approvals, and (y) the
         purchaser does not become the Beneficial Owner of Voting Shares equal
         in number to more than 25% of the Voting Shares outstanding immediately
         prior to the private placement, and in making this determination, the
         securities to be issued to such purchaser on the private placement
         shall be deemed to be held by such purchaser but shall not be included
         in the aggregate number of outstanding Voting Shares immediately prior
         to the private placement, or (iii) pursuant to an amalgamation, merger
         or other statutory procedure requiring shareholder approval.

         "EXERCISE PRICE" shall mean, as of any date, the price at which a
         holder may purchase the securities issuable upon exercise of one whole
         Right in accordance with the terms hereof and, subject to adjustment
         thereof in accordance with the terms hereof, the Exercise Price shall
         be:

                  (i)      until the Separation Time, an amount equal to three
                           times the Market Price, from time to time, per Common
                           Share; and

<PAGE>

                                     - 8 -

                  (ii)     from and after the Separation Time, an amount equal
                           to three times the Market Price, as at the Separation
                           Time, per Common Share.

         "EXPANSION FACTOR" shall have the meaning attributed thereto in
         Subsection 2.3(b)(x).

         "EXPIRATION TIME" shall have the meaning attributed thereto in Section
         5.17.

         "FLIP-IN EVENT" shall mean a transaction in which any Person becomes an
         Acquiring Person.

         "GRANDFATHERED PERSON" shall mean any Person who is the Beneficial
         Owner of 20% or more of the outstanding Voting Shares at the date
         hereof.

         "HOLDER" shall have the meaning attributed thereto in Section 1.6.

         "INDEPENDENT SHAREHOLDERS" shall mean holders of Voting Shares, other
         than (i) any Acquiring Person, (ii) any Offeror, (iii) any Affiliate or
         Associate of any Acquiring Person or Offeror, (iv) any Person acting
         jointly or in concert with any Acquiring Person or Offeror, and (v) any
         employee benefit plan, deferred profit sharing plan, stock
         participation plan or trust for the benefit of employees of the
         Corporation or a wholly-owned Subsidiary of the Corporation, unless the
         beneficiaries of such plan or trust direct the manner in which such
         Voting Shares are to be voted or direct whether the Voting Shares are
         to be tendered to a Take-over Bid.

         "MARKET PRICE" per security of any securities on any date shall mean
         the average of the daily closing prices per security of such securities
         (determined as described below) on each of the 20 consecutive Trading
         Days through and including the Trading Day immediately preceding such
         date; provided, however, that if an event of a type analogous to any of
         the events described in Section 2.3 shall have caused the closing
         prices used to determine the Market Price on any Trading Day not to be
         fully comparable with the closing price on such date of determination
         (or, if the date of determination is not a Trading Day, on the
         immediately preceding Trading Day), each such closing price so used
         shall be appropriately adjusted in a manner analogous to the applicable
         adjustment provided for in Section 2.3 in order to make it fully
         comparable with the closing price on such date of determination (or, if
         the date of determination is not a Trading Day, on the immediately
         preceding Trading Day). The closing price per security of any
         securities on any date shall be:

                  (i)      the closing board lot sale price or, in case no such
                           sale takes place on such date, the average of the
                           closing bid and asked prices for each such security
                           as reported by the principal Canadian stock exchange
                           on which such securities are listed or admitted to
                           trading;

                  (ii)     if for any reason none of the prices described in
                           Clause (i) above are available for such date or the
                           securities are not listed or admitted to trading on a
                           Canadian stock exchange, the last sale price or, if
                           such price is not


<PAGE>

                                     - 9 -

                           available, the average of the closing bid and asked
                           prices, for each such security on such date as
                           reported by such other securities exchange on which
                           such securities are listed or admitted to trading;

                  (iii)    if for any reason none of the prices described in
                           Clauses (i) and (ii) above are available for such
                           date or the securities are not listed or admitted to
                           trading on a Canadian stock exchange or any other
                           securities exchange, the last sale price, or if no
                           sale takes place, the average of the high bid and low
                           asked prices for each such security on such date in
                           the over-the-counter market, as quoted by any
                           reporting system then in use (as determined by the
                           Board of Directors); or

                  (iv)     if for such date none of the prices described in
                           Clauses (i), (ii) and (iii) above are available or
                           the securities are not listed or admitted to trading
                           on a Canadian stock exchange or any other securities
                           exchange and are not quoted by any such reporting
                           system, the average of the closing bid and asked
                           prices for such date as furnished by a professional
                           market maker making a market in the securities
                           selected in good faith by the Board of Directors;

         provided, however, that if on any such date none of such prices is
         available, the closing price per security of such securities on such
         date shall mean the fair value per security of such securities on such
         date as determined in good faith by a recognized investment banking
         firm selected by the Board of Directors.

         "OFFER DATE" shall mean the date of a Take-over Bid.

         "OFFER TO ACQUIRE" shall include:

                  (i)      an offer to purchase, or a solicitation of an offer
                           to sell, Voting Shares and/or Convertible Securities;
                           and

                  (ii)     an acceptance of an offer to sell Voting Shares
                           and/or Convertible Securities, 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.

         "OFFEROR" shall mean a Person who has announced an intention to make or
         who is making a Take-over Bid (including a Permitted Bid or Competing
         Permitted Bid but excluding an Offer to Acquire Voting Shares or other
         securities of the Corporation made by a Manager, Trust Company, Crown
         Agent, Statutory Body, Administrator or Plan referred to in Clause
         1.1(v) of the definition of Beneficial Owner pursuant to a distribution
         by the Corporation or by means of ordinary market transactions
         (including pre-arranged trades entered into in the ordinary course of
         business of such Person) in the

<PAGE>

                                     - 10 -

         circumstances contemplated in said Clause 1.1(v)) but only for so long
         as the Take-over Bid so announced or made has not been withdrawn or
         terminated and has not expired.

         "OFFEROR'S SECURITIES" shall mean the aggregate of the Voting Shares
         Beneficially Owned on the date of an Offer to Acquire by an Offeror.

         "PERMITTED BID" shall mean a Take-over Bid that is made by means of a
         take-over bid circular and that also complies with the following
         additional provisions:

                  (i)      the Take-over Bid is made to all holders of Voting
                           Shares; and

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

                           (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 that is
                                    not less than 60 days following the Offer
                                    Date, and (y) then only if, at the Close of
                                    Business on the date Voting Shares are first
                                    taken up or paid for under the Take-over
                                    Bid, more than 50% of the then outstanding
                                    Voting Shares held by Independent
                                    Shareholders have been deposited or tendered
                                    pursuant to the Take-over Bid and not
                                    withdrawn;

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

                           (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 (ii)(A)(y) of this definition
                                    is satisfied, the Offeror will make a public
                                    announcement of that fact and the Take-over
                                    Bid will remain open for deposits and tender
                                    of Voting Shares for not less than 10
                                    Business Days from the date of such public
                                    announcement.

         "PERMITTED BID ACQUISITION" shall mean an acquisition of Voting Shares
         and/or Convertible Securities made pursuant to a Permitted Bid or a
         Competing Permitted Bid.

         "PERMITTED LOCK-UP AGREEMENT" shall mean an agreement between a Person
         and one or more holders of Voting Shares and/or Convertible Securities
         (each a "LOCKED-UP PERSON") (the terms of which are publicly disclosed
         and a copy of which is made available to the public (including the
         Corporation) not later than the date the Lock-up Bid (as defined below)
         is publicly announced or, if the Lock-up Bid has been made prior to

<PAGE>

                                     - 11 -

         the date on which such agreement is entered into, not later than
         the date of such agreement), pursuant to which each such Locked-up
         Person agrees to deposit or tender Voting Shares and/or Convertible
         Securities to a Take-over Bid (the "LOCK-UP BID") made or to be made
         by the Person or any of such Person's Affiliates or Associates or any
         other Person referred to in Clause (iii) of the definition of
         Beneficial Owner, provided, however, that:

                  (i)      the agreement permits any Locked-up Person to
                           terminate its obligation to deposit or tender to or
                           not to withdraw Voting Shares and/or Convertible
                           Securities from the Lock-up Bid in order to tender or
                           deposit such securities to another Take-over Bid or
                           support another transaction:

                           (A)      where the price or value per Voting Share or
                                    Convertible Security offered under such
                                    other Take-over Bid or transaction is higher
                                    than the price or value per Voting Share or
                                    Convertible Security offered under the
                                    Lock-up bid; or

                           (B)      if:

                                    (a)     the price or value per Voting Share
                                            or Convertible Security offered
                                            under the other Take-over Bid or
                                            transaction exceeds by as much as or
                                            more than a specified amount (the
                                            "SPECIFIED AMOUNT") the price or
                                            value per Voting Share or
                                            Convertible Security offered under
                                            the Lock-up Bid, provided that such
                                            Specified Amount is not greater than
                                            7% of the price or value per Voting
                                            Share or Convertible Security
                                            offered under the Lock-up Bid; or

                                    (b)     the number of Voting Shares and/or
                                            Convertible Securities to be
                                            purchased under the other Take-over
                                            Bid or transaction exceeds by as
                                            much as or more than a specified
                                            number (the "SPECIFIED NUMBER") the
                                            number of Voting Shares and/or
                                            Convertible Securities that the
                                            Offeror has offered to purchase
                                            under the Lock-up Bid at a price or
                                            value per Voting Share or
                                            Convertible Security that is not
                                            less than the price or value per
                                            Voting Share or Convertible Security
                                            offered under the Lock-up Bid,
                                            provided that the Specified Number
                                            is not greater than 7% of the number
                                            of Voting Shares and/or Convertible
                                            Securities offered under the Lock-up
                                            Bid;

                  and, for greater clarity, the agreement may contain a right of
                  first refusal or require a period of delay to give such Person
                  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 and/or Convertible Securities from
                  the agreement, so long as the limitation does not preclude the
                  exercise by the Locked-


<PAGE>

                                     - 12 -

                  up Person of the right to withdraw Voting Shares and/or
                  Convertible Securities during the period of the other
                  Take-over Bid or transaction; and

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

                           (A)      the cash equivalent of 2.5% of the price or
                                    value payable under the Locked-up Bid to a
                                    Locked-up Person; and

                           (B)      50% of the amount by which the price or
                                    value payable under another Take-over Bid or
                                    transaction to a Locked-up Person exceeds
                                    the price or value of the consideration that
                                    such Locked-up Person would have received
                                    under the Lock-up Bid,

                  shall be payable by a Locked-up Person pursuant to the
                  agreement in the event a Locked-up Person fails to deposit or
                  tender Voting Shares and/or Convertible Securities to the
                  Lock-up Bid, withdraws Voting Shares and/or Convertible
                  Securities previously tendered thereto in order to tender to
                  another Take-over Bid or support another transaction.

         "PERSON" shall include any individual, firm, partnership, syndicate,
         association, trust, trustee, executor, administrator, legal personal
         representative, government, governmental body or authority, corporation
         or other incorporated or unincorporated organization.

         "PRO RATA ACQUISITION" shall mean an acquisition by a Person of Voting
         Shares and/or Convertible Securities (i) as a result of a stock
         dividend, a stock split or other event pursuant to which such Person
         receives or acquires Voting Shares and/or Convertible Securities on the
         same pro rata basis as all other holders of Voting Shares and/or
         Convertible Securities of the same class or series of the Corporation;
         (ii) pursuant to a regular dividend reinvestment or other plan of the
         Corporation made available by the Corporation to the holders of Voting
         Shares where such plan permits the holder to direct that the dividends
         paid in respect of such Voting Shares be applied to the purchase from
         the Corporation of further securities of the Corporation; or (iii)
         pursuant to the receipt and/or exercise of rights (other than the
         Rights) issued by the Corporation to all of the holders of a series or
         class of Voting Shares on a pro rata basis to subscribe for or purchase
         Voting Shares and/or Convertible Securities, provided that such rights
         are acquired directly from the Corporation and not from any other
         Person.

         "RECORD TIME" shall mean 5:00 p.m. (Toronto time) on the Effective
         Date.

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

         "REGULAR PERIODIC CASH DIVIDEND" shall have the meaning attributed
         thereto in Subsection 2.3(d).

<PAGE>

                                     - 13 -

         "RIGHTS" shall mean the herein described rights to purchase securities
         pursuant to the terms and subject to the conditions set forth herein.

         "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 or such other form as the Corporation
         and the Rights Agent may agree.

         "RIGHTS REGISTER" and "RIGHTS REGISTRAR" shall each have the meaning
         attributed thereto in Subsection 2.6(a).

         "SECURITIES ACT (ONTARIO)" shall mean the Securities Act, R.S.O. 1990,
         c. S-5, as amended,  and the regulations made thereunder and any
         comparable or successor laws or regulations thereto.

         "SEPARATION TIME" shall mean the Close of Business on the tenth Trading
         Day after the earliest of:

                  (i)      the Stock Acquisition Date; and

                  (ii)     the date of the commencement of, or first public
                           announcement of the intent of any Person (other than
                           the Corporation or any Subsidiary of the Corporation)
                           to commence, a Take-over Bid (other than a Permitted
                           Bid or Competing Permitted Bid);

         or such later date as may be determined by the Board of Directors in
         good faith, provided, however, that if any Take-over Bid referred to in
         Clause (ii) above expires or is cancelled, terminated or otherwise
         withdrawn prior to the Separation Time, such Take-Over Bid shall be
         deemed, for the purposes of this definition, never to have been made.

         "STOCK ACQUISITION DATE" shall mean the first date of public
         announcement (which, for purposes of this definition, shall include,
         without limitation, a report filed pursuant to Section 101 of the
         Securities Act (Ontario)) by the Corporation or an Acquiring Person of
         facts indicating that an Acquiring Person has become such.

         "SUBSIDIARY":  a body corporate is a Subsidiary of another body
         corporate if:

                  (i)      it is controlled by (A) that other, or (B) that other
                           and one or more bodies corporate, each of which is
                           controlled by that other, or (C) two or more bodies
                           corporate, each of which is controlled by that other;
                           or

                  (ii)     it is a Subsidiary of a body corporate that is that
                           other's Subsidiary.

         "TAKE-OVER BID" shall mean an Offer to Acquire Voting Shares and/or
         Convertible Securities, where the Voting Shares subject to the Offer to
         Acquire together with the Voting Shares which the securities subject to
         the Offer to Acquire are convertible into, exchangeable for or
         otherwise entitled to acquire and the Offeror's Securities, constitute


<PAGE>

                                     - 14 -

         in the aggregate 20% or more of the outstanding Voting Shares at the
         date of the Offer to Acquire.

         "TERMINATION TIME" shall mean the time at which the right to exercise
         Rights shall terminate pursuant to Section 5.1.

         "TRADING DAY", when used with respect to any securities, shall mean a
         day on which the principal Canadian securities exchange 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 securities exchange, a Business
         Day.

         "VOTING SHARE REDUCTION" shall mean an acquisition or a redemption by
         the Corporation of Voting Shares.

         "VOTING SHARES" shall mean collectively the Common Shares and any other
         shares in the capital stock or voting interests of the Corporation
         entitled to vote generally in the election of directors. For the
         purposes of this Agreement, the percentage of Voting Shares
         Beneficially Owned by any Person shall be and be deemed to be the
         product determined by the formula:

                                     100 x A
                                           B
         where

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

         B        =        the 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,
         such Voting Shares shall be deemed to be outstanding for the purposes
         of both A and B above, but no other unissued Voting Shares shall, for
         the purposes of such calculation, be deemed to be outstanding.

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 so requires, 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.

<PAGE>

                                     - 15 -


1.4      DESCRIPTIVE HEADINGS AND REFERENCES

         Descriptive headings and the Table of Contents appear herein for
convenience of reference only and shall not affect the meaning or construction
of any of the provisions hereof. All references to Articles, Sections,
Subsections, Clauses and Exhibits are to the articles, sections, subsections,
clauses and exhibits forming part of this Agreement unless otherwise indicated.
The words "hereto", "herein", "hereof`, "hereunder", "this Agreement" and
similar expressions refer to this Agreement including the Exhibits, as the same
may be amended, modified or supplemented from time to time.

1.5      ACTING JOINTLY OR IN CONCERT

         For purposes of this Agreement, a Person is acting jointly or in
concert with every other Person who is a party to any agreement, commitment or
understanding, whether formal or informal and whether or not in writing, with
the first mentioned Person to acquire or Offer to Acquire Voting Shares (other
than customary agreements with and between underwriters and/or banking group
and/or selling group members with respect to a distribution of securities
pursuant to a prospectus or by way of private placement and other than pursuant
to pledges of securities in the ordinary course of business).

1.6      HOLDER

         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, of the associated Common Shares).

                            ARTICLE II - THE RIGHTS

2.1      LEGEND ON VOTING SHARE CERTIFICATES

         Voting Share certificates issued after the Record Time and prior to the
Close of Business on the earlier of the Separation Time and the Expiration Time
shall evidence one Right for each Voting Share represented thereby and shall
have impressed on, printed on, written on or otherwise affixed to them a legend,
substantially in the following form:

         "Until the Separation Time (as such term is defined in the Shareholder
         Protection Rights Agreement referred to below), this certificate also
         evidences and entitles the holder hereof to certain Rights as set forth
         in the Shareholder Protection Rights Agreement dated as of March 15,
         2000 as amended from time to time (the "Rights Agreement") between GEAC
         COMPUTER CORPORATION LIMITED (the "Corporation") and MONTREAL TRUST
         COMPANY OF CANADA, as Rights Agent, the terms of which are hereby
         incorporated herein by reference and a copy of which is on file and may
         be inspected during normal business hours at the head office of the
         Corporation. In certain circumstances, as set forth in the Rights
         Agreement, such Rights may be amended, may be redeemed, may expire, may
         become void or

<PAGE>

                                     - 16 -

         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 promptly after the receipt of a
         written request therefor."

Certificates representing Voting Shares that are issued and outstanding at the
Record Time shall also evidence one Right for each Voting 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, 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 Voting 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 Voting 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 Voting Shares. Promptly following the
                  Separation Time, the Corporation will prepare and the Rights
                  Agent will mail to each holder of record of Voting Shares as
                  of the Separation Time (other than an Acquiring Person, any
                  other Person whose Rights are or become void pursuant to the
                  provisions of Subsection 3.1 (b) 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), at such holder's address as shown by the records
                  of the Corporation (the Corporation hereby agreeing to furnish
                  copies of such records to the Rights Agent for this purpose):

                  (i)      a Rights Certificate in substantially the form set
                           out in 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 or with
                           any rule or regulation or judicial or administrative
                           order made pursuant thereto or with any rule or
                           regulation of any self-regulatory

<PAGE>

                                     - 17 -

                           organization, stock exchange or quotation system on
                           which the Rights may from time to time be listed or
                           traded, or to conform to usage; and

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

         provided, however, that a nominee shall be sent the materials provided
         for in Clauses (i) and (ii) above in respect of all Voting Shares held
         of record by it which are not Beneficially Owned by an Acquiring
         Person. In order for the Corporation to determine whether any Person is
         holding Voting Shares which are Beneficially Owned by another Person,
         the Corporation may require such first-mentioned Person to furnish such
         information and documentation as the Corporation deems necessary or
         appropriate to make such determination.

         (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 office in Toronto,
                  Ontario or, with the approval of the Rights Agent, at any
                  other office of the Rights Agent in the cities designated from
                  time to time for that purpose by the Corporation:

                  (i)      the Rights Certificate evidencing such Rights with an
                           election to exercise (an "ELECTION TO EXERCISE")
                           substantially in the form attached to the Rights
                           Certificate appropriately completed and duly executed
                           by the holder or his executors or administrators or
                           other personal representatives or his legal attorney
                           duly appointed by an instrument in writing in form
                           and executed in a manner satisfactory to the Rights
                           Agent; and

                  (ii)     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 the transfer or delivery of
                           Rights Certificates or the issuance or delivery of
                           certificates for Voting Shares in a name other than
                           that of the holder of the Rights being exercised.

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

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

<PAGE>

                                     - 18 -

                  (ii)     after receipt of such certificates referred to in
                           Clause 2.2(e)(i), deliver such certificates to or
                           upon 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 to be paid in lieu of issuing
                           fractional Common Shares or fractional Right;

                  (iv)     after receipt, deliver such cash referred to in
                           Clause 2.2(e)(iii) 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.

         (f)      In case the holder of any Rights shall exercise less than all
                  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 covenants and agrees that it will:

                  (i)      take all such action as may be necessary and within
                           its power to ensure that all securities delivered
                           upon exercise of Rights shall, at the time of
                           delivery of the certificates for such securities
                           (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 be necessary and within
                           its power to comply with any applicable requirements
                           of the Canada Business Corporations Act, the
                           Securities Act (Ontario) and the securities statute
                           or comparable legislation of each of the other
                           provinces and territories of Canada, and other
                           applicable securities laws and the rules and
                           regulations thereunder, and any other applicable law,
                           rule or regulation, in connection with the issuance
                           and delivery of the Rights Certificates and the
                           issuance of any Common Shares upon exercise of
                           Rights;

                  (iii)    use reasonable efforts to cause all Common Shares
                           issued upon exercise of Rights to be listed upon
                           issuance on The Toronto Stock Exchange and each other
                           stock exchange on which the Common Shares are then
                           listed or admitted to trading at that time;

                  (iv)     pay when due and payable any and all Canadian and
                           United States federal, provincial and state transfer
                           taxes (not in the nature of income 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,
                           provided that the Corporation shall not be required
                           to pay any transfer tax or charge which may be
                           payable in respect of the


<PAGE>
                                     - 19 -

                           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 transferred or exercised; and

                  (v)      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.

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.

         (b)      In the event 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 of the
                           Corporation payable in Common Shares or other capital
                           stock of the Corporation (or securities exchangeable
                           for or convertible into or giving a right to acquire
                           Common Shares) other than pursuant to any optional
                           stock dividend program;

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

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

                  (iv)     issue any Common Shares or other capital stock of the
                           Corporation (or securities exchangeable for or
                           convertible into or giving a right to acquire Common
                           Shares) in respect of, in lieu of, or in exchange for
                           existing Common Shares;

                  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 exercise of
                  Rights, shall be adjusted in the manner set forth below.

                  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 (the "EXPANSION FACTOR") that
                           a holder of one Common Share immediately prior to
                           such dividend, subdivision, change, consolidation or
                           issuance would hold thereafter as a result thereof


<PAGE>

                                     - 20 -

                           (assuming the exercise of all such exchange,
                           conversion or acquisition rights, if any); and

                  (y)      each Right held prior to such adjustment will become
                           that number of Rights equal to the Expansion Factor
                           and the adjusted number of Rights will be deemed to
                           be distributed among the Common Shares with respect
                           to which the original Rights were associated (if they
                           remain outstanding) and the Common Shares issued or
                           issuable in respect of such dividend, subdivision,
                           change, consolidation or issuance, so that each such
                           Common Share will have exactly one Right associated
                           with it.

                  For greater certainty, 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. To the extent that
                  such rights of exchange, conversion or acquisition are not
                  exercised prior to the expiration thereof, the Exercise Price
                  shall be readjusted to the Exercise Price which would then be
                  in effect based on the number of Common Shares (or securities
                  convertible into or exchangeable for Common Shares) actually
                  issued upon the exercise of such rights.

                  If after the Record Time and prior to the Expiration Time the
                  Corporation shall issue any shares of capital stock other than
                  Common Shares in a transaction of a type described in Clause
                  2.3(b)(i) or (iv), shares of such capital stock shall be
                  treated herein as nearly equivalent to Common Shares as may be
                  practicable and appropriate under the circumstances and the
                  Corporation and the Rights Agent shall amend this Agreement in
                  order to effect such treatment.

                  If an event occurs which would require an adjustment under
                  both this Section 2.3 and Section 3.1, 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.

                  If the Corporation shall at any time after the Record Time and
                  prior to the Separation Time issue any Common Shares otherwise
                  than in a transaction referred to in this 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 associated Common Share.

         (c)      In the event the  Corporation  shall at any time after the
                  Record Time and prior to the Separation Time fix a
                  record date for the issuance to all holders of Common Shares
                  of rights, options or warrants entitling them (for a period
                  expiring within 45 days after such record date) to subscribe
                  for or purchase Common Shares (or securities convertible
                  into or exchangeable for or carrying a right to acquire
                  Common Shares) at a price per Common Share (or, if a
                  security convertible into

<PAGE>
                                     - 21 -


                  or exchangeable for or carrying a right to acquire
                  Common Shares, having a conversion, exchange or exercise
                  price, including the price required to be paid to purchase
                  such convertible or exchangeable security or right, per
                  share) less than the Market Price per Common Share on such
                  record date, the Exercise Price shall be adjusted. 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, of which the numerator
                  shall be the number of Common Shares outstanding on such
                  record date plus the number of Common Shares that 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 or
                  exchangeable securities or rights so to be offered
                  (including the price required to be paid to purchase such
                  convertible or exchangeable securities or rights)) would
                  purchase at such Market Price per Common Share and 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 or exchangeable
                  securities or rights so to be offered are initially
                  convertible, exchangeable or exercisable). In case such
                  subscription price may be paid by delivery of consideration
                  part or all of which shall be in a form other than cash, the
                  value of such consideration shall be as determined in good
                  faith by the Board of Directors. To the extent that such
                  rights of exchange, conversion or acquisition are not
                  exercised prior to the expiration thereof, the Exercise
                  Price shall be readjusted to the Exercise Price which would
                  then be in effect based on the number of Common Shares (or
                  securities convertible into or exchangeable for Common
                  Shares) actually issued upon the exercise of such rights.

                  For purposes of this Agreement, the granting of the right to
                  purchase Common Shares (whether from treasury shares or
                  otherwise) pursuant to any dividend or interest reinvestment
                  plan and/or any Common Share purchase plan providing for the
                  reinvestment of dividends or interest payable on securities of
                  the Corporation and/or the investment of periodic optional
                  payments and/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) 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 plan, the right to purchase Common Shares is at a
                  price per share of not less than 90 percent of the current
                  market price per share (determined as provided in such plans)
                  of the Common Shares.

         (d)      In the event the  Corporation  shall at any time after the
                  Record Time and prior to the Separation Time fix a
                  record date for the making of a distribution to all holders
                  of Common Shares of evidences of indebtedness or assets
                  (other than a Regular Periodic Cash Dividend (as defined
                  below) or a dividend paid in Common Shares) or rights,
                  options or warrants (excluding those referred to in
                  Subsection 2.3(c)), the Exercise Price shall be adjusted.
                  The Exercise Price in effect after such record date will
                  equal the Exercise Price in effect immediately

<PAGE>

                                     - 22 -

                  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 so to be distributed applicable to the
                  securities purchasable upon exercise of one Right.

                  For the purpose of this Subsection 2.3(d), "REGULAR PERIODIC
                  CASH DIVIDEND" shall mean cash dividends paid at regular
                  intervals in any fiscal year of the Corporation to the extent
                  that such cash dividends do not exceed, in the aggregate, 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.

         (e)      Each adjustment made pursuant to this 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 Subsection 2.3(c) or (d) above.

         (f)      In the event the Corporation shall at any time after
                  the Record Time and prior to the Separation Time issue any
                  shares of capital stock (other than Common Shares), or
                  rights, options or warrants to subscribe for or purchase any
                  such capital stock, or securities convertible into or
                  exchangeable for any such capital stock in a transaction
                  referred to in Clause 2.3(b)(i) or (iv), if the Board of
                  Directors acting in good faith determines that the
                  adjustments contemplated by Subsections 2.3(b), (c) and (d)
                  above in connection with such transaction will not
                  appropriately protect the interests of the holders of
                  Rights, the Board of Directors may determine what other
                  adjustments to the Exercise Price, number of Rights and/or
                  securities purchasable upon exercise of Rights would be
                  appropriate and, notwithstanding Subsections 2.3(b), (c) and
                  (d) above, but subject to the prior consent of the holders
                  of Common Shares or Rights obtained as set forth in
                  Subsection 5.4(b) or (c) as applicable, such adjustments,
                  rather than the adjustments contemplated by Subsections
                  2.3(b), (c) and (d) above, shall be made. The Corporation
                  and the Rights Agent shall amend this Agreement as
                  appropriate to provide for such adjustments.

<PAGE>

                                     - 23 -

         (g)      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(g) are not required to be
                  made shall be carried forward and taken into account in any
                  subsequent adjustment. All adjustments made pursuant to this
                  Section 2.3 shall be made to the nearest cent or to the
                  nearest ten-thousandth of a Common Share, as the case may be.

         (h)      If as a result of an adjustment made pursuant to Section 3.1,
                  the holder of any Right thereafter exercised shall become
                  entitled to receive any securities other than Common Shares,
                  thereafter the number of such other shares so receivable upon
                  exercise of any Right and the applicable Exercise Price
                  thereof shall be subject to adjustment from time to time in a
                  manner and on terms as nearly equivalent as practicable to the
                  provisions with respect to the Common Shares contained in the
                  provisions of this Section 2.3 and the provisions of this
                  Agreement with respect to the Common Shares shall apply on
                  like terms to any such other securities.

         (i)      All Rights originally issued by the Corporation subsequent to
                  any adjustment made to an 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.

         (j)      Unless the Corporation shall have exercised its election, as
                  provided in Subsection 2.3(k), upon each adjustment of the
                  Exercise Price as a result of the calculations made in
                  Subsections 2.3(c) and (d), 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 relevant Exercise Price in effect immediately
                           prior to such adjustment of the relevant Exercise
                           Price; and

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

         (k)      The Corporation may elect on or after the date of any
                  adjustment of an 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 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 (calculated to the nearest one ten-thousandth)
                  obtained by dividing the relevant Exercise Price in effect


<PAGE>

                                     - 24 -

                  immediately prior to adjustment of 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, 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 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(k), 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.

         (l)      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
                  express the securities so purchasable which were expressed in
                  the initial Rights Certificates issued hereunder.

         (m)      In any case in which this Section 2.3 shall require
                  that an adjustment in the 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 a due bill or other
                  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.

         (n)      Notwithstanding anything in this Section 2.3 to the
                  contrary, the Corporation shall be entitled to make such
                  reductions 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

                                     - 25 -
<PAGE>
                                      -25-


                  order that any (i) subdivision or consolidation of the
                  Common Shares, (ii) issuance (wholly or in part for cash) of
                  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, subject to
                  applicable taxation laws, shall not be taxable to such
                  shareholders.

         (o)      After the Separation Time, the Corporation will not, except as
                  permitted by the provisions hereof, take (or permit any
                  Subsidiary of the Corporation 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.

         (p)      Whenever an adjustment to the Exercise Price or a change in
                  the securities purchasable upon the exercise of Rights is made
                  pursuant to this Section 2.3, the Corporation shall promptly:

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

                  (ii)     file with the Rights Agent and with each transfer
                           agent for the Common Shares, a copy of such
                           certificate; and

                  (iii)    cause notice of the particulars of such adjustment
                           or change to be given to the holders of the Rights.

                  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 or other
securities, if applicable, is issued upon the exercise of Rights shall for all
purposes be deemed to have become the holder of record of the Common Shares or
other securities, if applicable, represented thereby, and such certificate shall
be dated the date upon which the Rights Certificate evidencing such Rights was
duly surrendered in accordance with Subsection 2.2(e) (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 holder 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 succeeding Business Day on which the Common Share transfer books
of the Corporation are open.

<PAGE>

                                     - 26 -

2.5      EXECUTION, AUTHENTICATION, DELIVERY AND DATING OF RIGHTS CERTIFICATES

         (a)      The Rights Certificates shall be executed on behalf of the
                  Corporation by its President and its Chief Financial Officer,
                  under its corporate seal reproduced thereon attested by its
                  Secretary. 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 holding the above offices 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 after the Corporation learns of the Separation Time,
                  the Corporation will notify the Rights Agent in writing of
                  such Separation Time and will deliver Rights Certificates
                  executed by the Corporation to the Rights Agent for
                  countersignature and a disclosure statement describing the
                  Rights, and the Rights Agent shall countersign (manually or by
                  facsimile signature) and mail such Rights Certificates and
                  disclosure statement to the holders of the Rights pursuant to
                  Subsection 2.2(c). 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, REGISTRATION OF TRANSFER AND EXCHANGE

         (a)      From and after the Separation Time, the Corporation will 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. 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.

                  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
                  Subsection 2.6(c), the Corporation will execute, and the
                  Rights Agent will countersign and deliver, in the name of the
                  holder thereof 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.

         (b)      All Rights issued upon any registration of transfer or
                  exchange of Rights Certificates shall be the 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.

<PAGE>

                                     - 27 -

         (c)      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) connected therewith.

         (d)      The Corporation shall not be required to register the transfer
                  or exchange of any Rights after the Rights have been
                  terminated pursuant to the provisions of this Agreement.

2.7      MUTILATED, DESTROYED, LOST AND STOLEN 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 satisfaction of the destruction, loss or theft of any
                  Rights Certificate, and (ii) such security or indemnity as
                  may be required by 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 its 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.

<PAGE>

                                     - 28 -

2.8      PERSONS DEEMED OWNERS

         Prior to due presentment of a Rights Certificate (or, prior to the
Separation Time, the associated Voting 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 such Rights
Certificate (or, prior to the Separation Time, such Voting Share certificate) is
registered as the absolute owner thereof and of the Rights evidenced thereby for
all purposes whatsoever.

2.9      DELIVERY AND CANCELLATION OF CERTIFICATES

         All Rights Certificates surrendered upon exercise or for redemption,
registration of transfer or 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 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
that:

         (a)      such holder shall 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;

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

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

         (d)      prior to due presentment of a Rights Certificate (or,
                  prior to the Separation Time, the associated Voting 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 Voting 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 Voting Share
                  certificate made by anyone other than the

<PAGE>

                                     - 29 -

                  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)      such holder of Rights is not entitled to receive any
                  fractional Rights or fractional Common Shares or other
                  securities upon the exercise of Rights;

         (f)      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 in accordance with the provisions of Section
                  5.4 and the third last paragraph of Subsection 2.3(b); and

         (g)      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 to 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 government, 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 III - ADJUSTMENTS TO THE RIGHTS IN THE
                            EVENT OF A FLIP-IN EVENT

3.1      FLIP-IN EVENT

         (a)      Subject to Subsection 3.1(b) and Sections 5.1 and 5.2,
                  in the event that prior to the Expiration Time a Flip-in
                  Event shall occur, each Right shall constitute, effective
                  from and after the Close of Business on the tenth Trading
                  Day following the Stock Acquisition Date, the right to
                  purchase from the Corporation, upon exercise thereof in
                  accordance with the terms hereof, that number of Common
                  Shares having 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 to such Common Shares).

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

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

<PAGE>

                                     - 30 -

                  (ii)     a transferee or other successor-in-title, directly or
                           indirectly, 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 with any Associate or Affiliate of an
                           Acquiring Person) in a transfer of Rights, whether or
                           not for consideration, that the Board of Directors
                           has determined is part of a plan, understanding or
                           scheme of an Acquiring Person (or of any Affiliate or
                           Associate of an Acquiring Person or any Person acting
                           jointly or in concert with an Acquiring Person or any
                           Affiliate or Associate of an Acquiring Person) that
                           has the purpose or effect of avoiding the provisions
                           of Clause 3.1(b)(i);

                  shall become null and void without any further action and any
                  holder of such Rights (including transferees or other
                  successors-in-title) shall thereafter have no right to
                  exercise or transfer such Rights under any provision of this
                  Agreement and shall have no other 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 Section 3.1 and such
                  Rights shall become null and void.

         (c)      Any Rights Certificate that represents Rights Beneficially
                  Owned by a Person described in either Clause 3.1(b)(i) or
                  3.1(b)(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 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, or a Person acting jointly or in concert with
                           any of them (as such terms are defined in the
                           Shareholder Protection Rights Agreement). This Rights
                           Certificate and the Rights represented hereby shall
                           become void in the circumstances specified in
                           Subsection 3.1(b) of the Shareholder Protection
                           Rights Agreement."

                  provided, however, that 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 on the Rights
                  Certificate that such holder is not a Person described in such
                  legend. The issuance of a Rights Certificate without the
                  legend referred to in this Subsection 3.1(c) shall be of no
                  effect on the provisions of Subsection 3.1(b).

<PAGE>

                                     - 31 -

                         ARTICLE IV - 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 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 one or more
                  co-rights agents (each a "CO-RIGHTS AGENT") as it may deem
                  necessary or desirable, subject to the 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 approval of the Rights Agent and the
                  Co-Rights Agents. The Corporation agrees to pay to the
                  Rights Agent reasonable compensation for all services
                  rendered by it hereunder and, from time to time, on demand
                  of the Rights Agent, its reasonable expenses and counsel
                  fees and other disbursements incurred in the administration
                  and execution of this Agreement and the exercise and
                  performance of its duties hereunder. The Corporation also
                  agrees to indemnify the Rights Agent and its directors,
                  officers, employees and agents for, and to hold it harmless
                  against, any loss, liability, cost, claim, action, suit,
                  damage 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 the costs and expenses of defending against any
                  claim of liability, which right to indemnification will
                  survive the termination of this Agreement and the
                  resignation or removal 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 OR CONSOLIDATION OR CHANGE OF BLAME 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

<PAGE>

                                     - 32 -

                  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 paper 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. 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.

         (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
                  such Rights Certificates so countersigned; and in case at that
                  time any of the Rights Certificates have not 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 will 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), and the
                  opinion of such counsel 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 and the Rights Agent may also retain and
                  consult with such other experts or advisors as the Rights
                  Agent shall consider necessary or appropriate to properly
                  carry out the duties and obligations imposed under this
                  Agreement (at the Corporation's expense) and the Rights Agent
                  shall be entitled to act and rely in good faith on the advice
                  of such experts or advisors.

         (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 an individual believed by the Rights
                  Agent to be the

<PAGE>

                                     - 33 -

                  President, the Chief Financial Officer or the Secretary
                  of the Corporation and delivered to the Rights Agent; and
                  such certificate will be full authorization to the Rights
                  Agent for any action taken, omitted 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, but 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 Common Share
                  certificate or Rights Certificate (except its
                  countersignature thereof); 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)) or any adjustment
                  required under the provisions of Section 2.3 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 Subsection 2.3(p) describing any such
                  adjustment); 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 whether any Common Shares will, when
                  issued, be duly and validly authorized, executed, issued and
                  delivered and fully paid and non-assessable.

         (f)      The Corporation 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
                  written instructions with respect to the performance of its
                  duties hereunder from any individual believed by the Rights
                  Agent to be the President, the Chief Financial Officer or the
                  Secretary of 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, omitted or
                  suffered by it in good faith in accordance with instructions
                  of any such individual.

<PAGE>

                                     - 34 -

         (h)      The Rights Agent and any shareholder, 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 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
                  thereof.

4.4      CHANGE OF RIGHTS AGENT

         The Rights Agent may resign and be discharged from its duties under
this Agreement upon 60 days' notice (or such lesser notice as is acceptable to
the Corporation) in writing mailed to the Corporation and to the transfer agent
of Common Shares by registered or certified mail. The Corporation may remove the
Rights Agent upon 60 days' notice in writing, mailed to the Rights Agent and to
the transfer agent of the Common Shares by registered or certified mail, 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 (at the Corporation's expense) or by the
holder of any Rights (which holder shall, with such notice if given after the
Separation Time, submit such holder's Rights Certificate for inspection by the
Corporation), then the holder of any Rights may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent. Any successor Rights
Agent, whether appointed by the Corporation or by such a court, shall be a
corporation incorporated under the laws of Canada or a province thereof
authorized to carry on the business of a trust company in the Province of
Ontario. 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 and all outstanding amounts owing to it pursuant to
this Agreement, 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 the transfer agent of the
Common Shares, and mail a notice thereof in writing to the holders of the
Rights. 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.

<PAGE>

                                     - 35 -

                           ARTICLE V - MISCELLANEOUS

5.1      REDEMPTION OF RIGHTS

         (a)      With the prior consent of the holders of Voting Shares
                  or Rights obtained in accordance with Subsection 5.4(b) or
                  (c), as applicable, the Board of Directors, at any time
                  prior to the occurrence of a Flip-in Event as to which the
                  application of Section 3.1 has not been waived pursuant to
                  Section 5.2, may elect to redeem all but not less than all
                  of the then outstanding Rights at a redemption price of
                  $0.001 per Right, appropriately adjusted in a manner
                  analogous to the applicable adjustment to the Exercise Price
                  provided for in Section 2.3 if an event 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)      If a Person acquires, pursuant to a Permitted Bid, a Competing
                  Permitted Bid or pursuant to an Exempt Acquisition occurring
                  under Subsection 5.2(a) or (b), outstanding Voting Shares,
                  other than Voting Shares Beneficially Owned at the date of
                  such Permitted Bid, Competing Permitted Bid or Exempt
                  Acquisition by such Person, the Board of Directors shall,
                  notwithstanding the provisions of Subsection 5.1(a),
                  immediately upon such acquisition and without further
                  formality, be deemed to have elected to redeem the Rights at
                  the Redemption Price.

         (c)      Where a Take-over Bid that is not a Permitted Bid or Competing
                  Permitted Bid expires, is withdrawn or is 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 of the outstanding Rights at the
                  Redemption Price.

         (d)      If the Board of Directors elects to or is deemed to have
                  elected to redeem the Rights and, in circumstances where
                  Subsection 5.1(a) is applicable, the requisite consent is
                  given by the holders of Voting Shares or Rights, as
                  applicable, (i) the right to exercise the Rights will
                  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, and (ii)
                  subject to Subsection 5.1(f), no further Rights shall
                  thereafter be issued.

         (e)      Within 10 Business Days of the Board of Directors
                  electing or having been deemed to have elected to redeem the
                  Rights or, if Subsection 5.1(a) is applicable, within 10
                  Business Days after the requisite consent is given by the
                  holders of Voting Shares or Rights, as applicable, 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
                  Rights Register or, prior to the Separation Time, on the
                  register of Voting Shares maintained by the Corporation's
                  transfer agent or transfer agents. Each such notice of
                  redemption shall state the method by which the payment of
                  the Redemption Price shall be made.

<PAGE>

                                     - 36 -

         (f)      Upon the Rights being redeemed pursuant to Subsection 5.1(c),
                  all the provisions of this Agreement shall continue to apply
                  as if the Separation Time had not occurred and Rights
                  Certificates representing the number of Rights held by each
                  holder of record of Voting 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.

5.2      WAIVER OF FLIP-IN EVENTS

         (a)      With the prior consent of the holders of Voting Shares
                  obtained in accordance with Subsection 5.4(b), the Board of
                  Directors may, at any time prior to the occurrence of a
                  Flip-in Event that would occur by reason of an acquisition of
                  Voting Shares otherwise than in the circumstances described in
                  Subsection 5.2(b) or (c), waive the application of Section 3.1
                  to such Flip-in Event by written notice delivered to the
                  Rights Agent.

         (b)      The Board of Directors may, at any time prior to the
                  occurrence of a Flip-in Event that would occur by reason of
                  a Take-over Bid made by means of a take-over bid circular
                  sent to all holders of Voting Shares (which, for greater
                  certainty, shall not include the circumstances described in
                  Subsection 5.2(c)), waive the application of Section 3.1 to
                  such Flip-in Event by written notice delivered to the Rights
                  Agent, provided, however, that if the Board of Directors
                  waives the application of Section 3.1 to such a Flip-in
                  Event, the Board of Directors shall be deemed to have waived
                  the application of Section 3.1 to any other Flip-in Event
                  occurring by reason of any Take-over Bid which is made by
                  means of a take-over bid circular sent to all holders of
                  Voting Shares prior to the expiry of any Take-over Bid in
                  respect of which a waiver is, or is deemed to have been,
                  granted under this Subsection 5.2(b).

         (c)      The Board of Directors may waive the application of Section
                  3.1 to a Flip-in Event provided that the following conditions
                  are satisfied:

                  (i)      the Board of Directors has determined that the
                           Acquiring Person became an Acquiring Person by
                           inadvertence and without any intention to become, or
                           knowledge that it would become, an Acquiring Person;
                           and

                  (ii)     such Acquiring Person has reduced its Beneficial
                           Ownership of Voting Shares such that, at the time of
                           the waiver pursuant to this Subsection 5.2(c), it is
                           no longer an Acquiring Person.

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 the Board of
Directors to reflect any adjustment or change in the number

<PAGE>

                                     - 37 -

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

         (a)      The Corporation may from time to time prior to or after the
                  Separation Time supplement or amend this Agreement without the
                  approval of any holders of Rights or Voting Shares in order to
                  correct any clerical or typographical error or, subject to
                  Subsection 5.4(d), to maintain the validity and effectiveness
                  of this Agreement as a result of any change in applicable
                  laws, rules or regulatory requirements. The Corporation may,
                  prior to the date of the shareholders' meeting referred to in
                  Clause (ii) of Section 5.17, supplement or amend this
                  Agreement without the approval of any holders of Rights or
                  Voting Shares in order to make any changes which the Board of
                  Directors acting in good faith may deem necessary or
                  desirable. 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 concurrence of
                  the Rights Agent to such supplement or amendment.

         (b)      Subject to Subsection 5.4(a), the Corporation may, with the
                  prior consent of the holders of Voting Shares obtained as set
                  forth below, at any time prior to the Separation 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). Such consent shall be deemed to have been given if
                  the action requiring such approval is authorized by the
                  affirmative vote of a majority of the votes cast by
                  Independent Shareholders present or represented at and
                  entitled to vote at a meeting of the holders of Voting Shares
                  duly called and held in compliance with applicable laws and
                  the articles and by-laws of the Corporation.

         (c)      Subject to Subsection 5.4(a), the Corporation may, with the
                  prior consent of the holders of Rights obtained as set forth
                  below, at any time after the Separation 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). Such
                  consent shall be deemed to have been given if the action
                  requiring such approval is authorized by the affirmative vote
                  of a majority of the votes cast by the holders of Rights
                  (other than any holder of Rights whose Rights have become null
                  and void pursuant to the provisions hereof) present or
                  represented at and entitled to vote at a meeting of the
                  holders of Rights. For the purposes hereof, the procedures for
                  the calling, holding and conduct of a meeting of the holders
                  of Rights shall be those, as nearly as may be, which are
                  provided in the Corporation's by-laws with respect to meetings
                  of its shareholders and each Right shall be entitled to one
                  vote at any such meeting.

         (d)      Any amendments made by the Corporation to this Agreement
                  pursuant to Subsection 5.4(a) which are required to maintain
                  the validity and effectiveness of

<PAGE>

                                     - 38 -

                  this Agreement as a result of any change in any applicable
                  laws, rules or regulatory requirements shall:

                  (i)      if made before the Separation Time, be submitted to
                           the holders of Voting Shares at the next meeting of
                           holders of Voting Shares and the holders of Voting
                           Shares may, by the majority referred to in Subsection
                           5.4(b), confirm or reject such amendment; and

                  (ii)     if made after the Separation Time, be submitted to
                           the holders of Rights at a meeting to be called and
                           held in accordance with the provisions of Subsection
                           5.4(c) and the holders of Rights may, by a majority
                           referred to in Subsection 5.4(c), confirm or reject
                           such amendment.

                  Any such amendment shall, unless the Board of Directors
                  otherwise stipulates, be effective from the date of the
                  resolution of the Board of Directors adopting such amendment,
                  until it is confirmed or rejected or until it ceases to be
                  effective (as described in the next sentence) and, where such
                  amendment is confirmed, it shall continue in effect in the
                  form so confirmed. If such amendment is rejected by the
                  holders of Voting Shares or the holders of Rights or is not
                  submitted to the holders of Voting Shares or holders of Rights
                  as required, then such amendment shall cease to be effective
                  from and after the termination of the meeting at which it was
                  rejected or to which it should have been but was not submitted
                  or if such a meeting of the holders of Rights is not called
                  within 90 days after the date of the resolution of the Board
                  of Directors adopting such amendment, at the end of such
                  period, and no subsequent resolution of the Board of Directors
                  to amend this Agreement to substantially the same effect shall
                  be effective until confirmed by the holders of Voting Shares
                  or holders of Rights as the case may be.

         (e)      The Corporation shall be required to provide the Rights Agent
                  with notice in writing of any amendment, rescission or
                  variation to this Agreement as referred to in this Section 5.4
                  within five days of effecting such amendment, rescission or
                  variation.

5.5      FRACTIONAL RIGHTS AND FRACTIONAL SHARES

         (a)      The Corporation shall not be required to issue fractions of
                  Rights or to distribute Rights Certificates which evidence
                  fractional Rights. Subject to Section 5.17, after the
                  Separation Time there shall be paid to the registered holders
                  of the Rights Certificates with regard to which fractional
                  Rights would otherwise be issuable, an amount in cash equal to
                  the same fraction of the Market Price at the Separation Time
                  of a whole Right in lieu of such fractional Rights. 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).

<PAGE>

                                     - 39 -

         (b)      The Corporation shall not be required to issue fractional
                  Common Shares upon exercise of the Rights or to distribute
                  certificates which 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 at the
                  date of such exercise of one Common Share. The Rights Agent
                  shall have no obligation to make any payments in lieu of
                  fractional Voting 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; and any 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 such holder's Rights Certificate and in this Agreement.
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 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 such 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), 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

         If after the Separation Time and prior to the Expiration Time:

                  (i)      there shall occur an adjustment in the rights
                           attaching to the Rights pursuant to Section 3.1 as a
                           result of the occurrence of a Flip-in Event; or

<PAGE>

                                     - 40 -

                  (ii)     the Corporation proposes to effect the liquidation,
                           dissolution or winding up of the Corporation or the
                           sale of all or 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, a notice of such event or proposed action, which
shall specify the date on which such adjustment to the Rights occurred or
liquidation, dissolution or winding up is to take place, and such notice shall
be so given within 10 Business Days after the occurrence of an adjustment to the
Rights and not less than 20 Business Days prior to the date of taking such
proposed action by the Corporation.

5.9      NOTICES

         Notices or demands authorized or required by this Agreement to be given
or made by the Rights Agent or by the holder of any Rights to or on the
Corporation shall be sufficiently given or made if delivered or sent by first
class mail, postage prepaid or sent by fax, addressed (until another address is
filed in writing with the Rights Agent) as follows:

         GEAC Computer Corporation Limited
         4100 Yonge Street
         Suite 601
         Toronto, Ontario
         M2R 2G2

         Attention:     President
         Fax No.:       (905) 475-3847

Any notice or demand authorized or required by this Agreement to be given or
made by the Corporation or by the holder of any Rights to or on the Rights Agent
shall be sufficiently given or made if delivered or sent by first-class mail,
postage prepaid or sent by fax, addressed (until another address is filed in
writing with the Corporation) as follows:

         Montreal Trust Company of Canada
         151 Front Street West
         3rd Floor
         Toronto, Ontario
         M5J 2N1

         Attention:  Senior Manager - Client Services
         Fax No.:    (416) 981-9800

         Notices or demands authorized or required by this Agreement to be given
         or made by the Corporation or the Rights Agent to or on the holder of
         any Rights shall be sufficiently given or made if delivered or sent by
         first-class mail, postage prepaid, addressed to such holder at the
         address of such holder as it appears upon the Rights Register or, prior
         to the Separation Time, on the registry books of the Corporation for
         the Common Shares. Any

<PAGE>

                                     - 41 -

         notice which is mailed to a holder of Rights in the manner
         herein provided shall be deemed given, whether or not such
         holder receives the notice.

5.10     COSTS OF ENFORCEMENT

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

5.11     SUCCESSORS

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

5.12     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.

5.13     GOVERNING LAW

         This Agreement and each Right issued hereunder shall be deemed to be a
contract made under the laws of the Province of Ontario and for all purposes
shall 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.

5.14     COUNTERPARTS

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

5.15     SEVERABILITY

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

<PAGE>

                                     - 42 -

5.16     DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS

         All actions, calculations and determinations (including all omissions
with respect to the foregoing) which are done or made by the Board of Directors
in good faith pursuant to this Agreement, shall not subject the Board of
Directors to any liability to the holders of the Rights.

5.17     EFFECTIVE DATE AND EXPIRATION TIME

         This Agreement is effective and in full force and effect in accordance
with its terms from and after the Effective Date; provided that this Agreement
shall expire and be of no further force or effect from and after the Close of
Business (the "EXPIRATION TIME") on the date that is the earliest of (i) the
Termination Time, (ii) six months from the Effective Date if this Agreement has
not then been approved by at least a majority of the votes cast by the holders
of all outstanding Voting Shares at a meeting of the holders of Voting Shares
called for the purposes of ratifying this Agreement, and (iii) the date upon
which the annual meeting of the holders of Voting Shares is held in 2003. No
Person shall have any rights pursuant to this Agreement or in respect of any
Right after the Expiration Time, except the Rights Agent as specified in
Subsection 4.1(a).

5.18     REGULATORY APPROVALS

         Any obligation of the Corporation or action or event contemplated by
this Agreement, or any amendment or supplement to this Agreement, shall be
subject to receipt of any requisite approval or consent from any governmental or
regulatory authority having jurisdiction including, while any securities of the
Corporation are listed and admitted to trading thereon, The Toronto Stock
Exchange.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                        GEAC COMPUTER CORPORATION LIMITED


                                   Per:   "Shelly R. Isenberg"
                                         ---------------------------------------


                                   Per:   "Geac Computer Corporation Limited"
                                         ---------------------------------------


                                   MONTREAL TRUST COMPANY OF CANADA


                                   Per:   "Dan Dishy"
                                         ---------------------------------------


                                   Per:   "Sarah Jackel"
                                         ---------------------------------------



<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 PROTECTION RIGHTS AGREEMENT. UNDER CERTAIN
CIRCUMSTANCES (SPECIFIED IN SUBSECTION 3.1(b) OF THE SHAREHOLDER PROTECTION
RIGHTS AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ITS
AFFILIATES OR ASSOCIATES OR ANY PERSON ACTING JOINTLY OR IN CONCERT WITH ANY OF
THEM (AS SUCH TERMS ARE DEFINED IN THE SHAREHOLDER PROTECTION RIGHTS AGREEMENT)
OR TRANSFEREES OF ANY OF THE FOREGOING WILL BECOME VOID WITHOUT FURTHER ACTION.

                               RIGHTS CERTIFICATE

This certifies that ___________________________, or registered assigns, 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 Protection Rights Agreement dated as of March 15,
2000 as amended from time to time (the "Rights Agreement") between GEAC COMPUTER
CORPORATION LIMITED, a corporation incorporated under the laws of Canada (the
"Corporation") and MONTREAL TRUST COMPANY OF CANADA, a trust company
incorporated under the laws of Canada, 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 with the Form of Election to Exercise duly executed and submitted to
the Rights Agent at its principal office in Toronto, Ontario or, with the
approval of the Rights Agent, at any other office of the Rights Agent in the
cities designated from time to time by the Corporation. Until adjustment thereof
in certain events as provided in the Rights Agreement, the Exercise Price shall
be $- (Canadian) per Right.

In certain circumstances described in the Rights Agreement, each Right evidenced
hereby may entitle the registered holder thereof to purchase more or less than
one Common Share, all as provided 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 herein 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. Copies of the
Rights Agreement are on file at the head office of the Corporation and are
available upon written request.

<PAGE>

                                     - 2 -

This Rights Certificate, with or without other Rights Certificates, upon
surrender at any of the offices of the Rights Agent designated for such purpose,
may be exchanged for another Rights Certificate or Rights Certificates of like
tenor and date 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, 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
Certificate may be, and under certain circumstances are required to be, redeemed
by the Corporation at a redemption price of $0.001 (Canadian) per Right, subject
to adjustment in certain events.

No fractional Common Shares 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 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 or obligatory for any purpose until
it shall have been countersigned by the Rights Agent.

         IN WITNESS  WHEREOF, the parties hereto have caused this Certificate
to be duly executed as of  _____________, ___________.


GEAC COMPUTER CORPORATION LIMITED

_______________________________________
Authorized Signature

_______________________________________
Authorized Signature


MONTREAL TRUST COMPANY OF CANADA

_______________________________________
Authorized Signature




<PAGE>
                   (To be attached to each Rights Certificate)
                          FORM OF ELECTION TO EXERCISE


TO:


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

                                    ___________________________________________
                                    Name

                                    ___________________________________________
                                    Address


                                    ___________________________________________


                                    ___________________________________________

Social Insurance, Social Security or
Other Taxpayer Identification Number __________________________________________


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


_______________________________________
Signature Guaranteed

Signature must be guaranteed by a Canadian chartered bank, a Canadian trust
company or by a medallion guarantee by a member firm of the Securities Transfer
Agents Medallion Programme, (STAMP).


.................................................................................
                            (To be completed if true)

The undersigned hereby represents, for the benefit of 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 an Affiliate or
<PAGE>

                                     - 2 -

Associate thereof or by any Person acting jointly or in concert with any of the
foregoing (all as defined in the Rights Agreement).


                                            --------------------------------
                                            Signature


.................................................................................
                                     NOTICE

In the event the certification set forth above is not completed, the Corporation
will deem the Beneficial Owner of the Rights evidenced by this Rights
Certificate to be an Acquiring Person (as defined in the Rights Agreement) and,
accordingly, such Rights shall be null and void and not transferable or
exercisable.



<PAGE>
(To be executed by the registered holder if such holder desires to transfer the
Rights evidenced by this Rights Certificate.)

                               FORM OF ASSIGNMENT

FOR VALUE RECEIVED ______________________________________________________ hereby

sells, assigns and transfers unto ______________________________________________

________________________________________________________________________________

________________________________________________________________________________
(please print name and address of transferee)

the Rights evidenced by this Rights Certificate, together with all right, title
and interest therein, and does hereby irrevocably constitute and appoint
____________________________________ attorney, to transfer the within Rights on
the books of the within-named Corporation, with full power of substitution.


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


---------------------------
Signature Guaranteed

Signature must be guaranteed by a Canadian chartered bank, a Canadian trust
company or by a medallion guarantee by a member firm of the Securities Transfer
Agents Medallion Programme, (STAMP).


.................................................................................

                            (To be completed if true)

The undersigned hereby represents, for the benefit of 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 an Affiliate or Associate thereof or by any Person acting
jointly or in concert with any of the foregoing (as defined in the Rights
Agreement).


                                             --------------------------------
                                             Signature

<PAGE>

                                     NOTICE

In the event the certification set forth above is not completed, the Corporation
will deem the Beneficial Owner of the Rights evidenced by this Rights
Certificate to be an Acquiring Person (as defined in the Rights Agreement) and,
accordingly, such Rights shall be null and void and not transferable or
exercisable.