**Exhibit 2.4**

**Form of Convertible Debenture,
  Transfer and Acknowledgment and Conversion Form**

**CONVERTIBLE DEBENTURE**

**RTICA CORPORATION**

**(continued pursuant to the
  laws of the Province of Ontario)**

|                                         | **AGGREGATE
        PRINCIPAL AMOUNT OF**    
|---------------------------------------- | ---------------------------------------------
|**CONVERTIBLE DEBENTURE**                | **[Amount]
        CONVERTIBLE DEBENTURE(S)**
|**CERTIFICATE NO. [Insert Debenture #]** |                                              

**THIS IS TO CERTIFY** that

**[Insert Debenture Holder]**

(herein called the "Convertible Debentureholder"
  or "holder") is the registered holder of the aggregate principal amount of Convertible
  Debenture(s) stated above.

The
  Convertible Debenture represented by this certificate is issued under and pursuant
  to a certain indenture (herein called the "Indenture") made as of June 4, 2002
  between the Company and Stikeman, Graham, Keeley & Spiegel LLP, as trustee
  ("Trustee", which expression shall include any successor trustee appointed under
  the Indenture), to which Indenture and any instruments supplemental thereto
  reference is hereby made for a full description of the rights of the holders
  of the Convertible Debentures and the terms and conditions upon which such Convertible
  Debenture are, or are to be, issued and held, all to the same effect as if the
  provisions of the Indenture and all instruments supplemental thereto were herein
  set forth, to all of which provisions the holder of these Convertible Debentures
  by acceptance hereof assents. All terms defined in the Indenture are used herein
  as so defined.

Subject
  to the terms of this Convertible Debenture a Holder shall have the right to
  convert a Convertible Debenture into that number of units as is obtained by
  dividing the amount due under the Convertible Debenture (excluding interest)
  by $0.45. Each unit consists of one common share and one common share purchase
  warrant which entitles the holder thereof to purchase one common share of RTICA
  Corporation for 2 years at a price of $0.54.

**Article 1.0                       Promise
  to Pay**

RTICA
  Corporation (the Company), a Company continued under the laws of
  Ontario and having its principal office at 999 Barton Street, Stoney Creek,
  Ontario, L8E 5H4, for value received, hereby promises to pay to or to the order
  of [Insert Holder Name], its successors and assigns (the Holder)
  and their successors and assigns, the sum of [Insert Amount] (the Principal
  Amount) together with interest, calculated semi-annually in arrears on
  June 30th and December 31stat rate of 10%

i

---

per annum. Subject to the exercise of conversion
  rights attached to this Debenture, the principal and interest then outstanding
  shall be due and payable on May 31, 2005 (the Maturity Date).

**Article 2.0                       Prepayment
  by RTICA Corporation**

The
  Company may at any time after May 31, 2003 pay in cash to the Holder all of
  the Principal Amount on a date prior to the Maturity Date (the Prepayment
  Date), or issue such number of common shares of the Company obtained by
  dividing the Principal Amount and interest accrued to such time by an amount
  equal to the Current Market Price of the Companys shares provided such
  price exceeds $0.70 for one continuous calendar month from the date of this
  Convertible Debenture.

**Article 3.0                       Amount
  of Interest**

|i.  |  | The amount of interest owing to
      the Holders at any date shall be calculated usinga
      per annum interest rate of ten percent (10%) calculated half yearly not
      inadavance.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  |                                                                                                                                                                                         
|ii. |  | The amount of interest payable to
      the Holders shall be paid in cash on theMaturity
      Date or Prepayment Date.                                                                 

**Article 4.0                       Security
  Interest**

As
  general and continuing security for the payment and performance of all obligations
  secured of the Company to the Holders, the Company hereby grants to the Holders
  a security interest in the present and future undertaking and property, both
  real and personal, of the Company (collectively, the Collateral),
  and as further general and continuing security for the payment and performance
  of the obligations secured, the Company hereby assigns the Collateral to the
  Holders and mortgages and charges the Collateral as and by way of a fixed and
  specific mortgage and charge to the Holders. Without limiting the generality
  of the foregoing, the Collateral will include all right, title and interest
  that the Company now has or may hereafter have, be possessed of, be entitled
  to, or acquire, by way of amalgamation or otherwise, now or hereafter, in all
  property of the following kinds:

|(a) | Receivables:
        all debts, accounts, claims and choses in action for monetary amounts
        which are now or which may hereafter become due, owing or accruing due
        to the Company (collectively, the Receivables);                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                              
|(b) | Inventory:
        all inventory of whatever kind and wherever situated including, without
        limiting the generality of the foregoing, all goods held for sale or lease
        or furnished or to be furnished under contracts for service or used or
        consumed in the business of the Company (collectively, the Inventory);
|    |                                                                                                                                                                                                                                                                                                                                              
|(c) | Equipment:
        all machinery, equipment, fixtures, furniture, plant, vehicles and other
      tangible personal property which
        are not Inventory (collectively, the Equipment);                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                              
|(d) | Chattel
        Paper: all chattel paper;                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                              
|(e) | Documents
        of Title: all warehouse receipts, bills of lading and other documents
        of title, whether negotiable or not;                                                                                                                                                                                                         

ii

---

|(f) | Securities
        and Instruments: all shares, stock, warrants, bonds, debentures, debenture
        stock and other securities and all instruments (collectively, the Securities);                                                                                                                                     
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                            
|(g) | Intangibles:
        all intangibles not otherwise described in this Section 0 including, without
        limiting the generality of the foregoing, all goodwill, licenses, patents,
        trademarks, copyrights and other intellectual property;                                                                       
|    |                                                                                                                                                                                                                                                                                                                            
|(h) | Money:
        all coins or bills or other medium of exchange adopted for use as part
        of the currency of Canada or of any foreign government;                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                            
|(i) | Books,
        Records, Etc.: all books, papers, business plans, accounts, invoices,
        documents and other records in any form evidencing or relating to any
        of the property described in this Section 0 and all contracts, securities,
        instruments and other rights and benefits in respect thereof,
|    |                                                                                                                                                                                                                                                                                                                            
|(j) | Substitutions,
        Etc.: all replacements of, substitutions for and increases, additions
        and accessions to any of the property described in this Section 0; and                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                            
|(k) | Proceeds:
        all proceeds of any Collateral in any form derived directly or indirectly
        from any dealing with the Collateral or that indemnifies or compensates
        for the loss of or damage to the Collateral;                                                                                           

provided that the said assignment and mortgage and
  charge will not (i) extend or apply to the last day of the term of any lease
  or any agreement therefor now held or hereafter acquired by the Company, but
  should the Holders enforce the said assignment or mortgage and charge, the Company
  will thereafter stand possessed of such last day and must hold it in trust to
  assign the same to any person acquiring such term in the course of the enforcement
  of the said assignment and mortgage and charge, or (ii) render the Holders liable
  to observe or perform any term, covenant or condition of any agreement, document
  or instrument to which the Company is a party or by which it is bound.

**4.1                       Attachment
  of Security Interest**

The
  Company acknowledges that value has been given and agrees that the security
  interest granted hereby will attach when the Company signs this Debenture and
  the Company has any rights in the Collateral.

**4.2                       Exception
  for Contractual Right**s

Unless
  and until the Trustee so declares to the contrary by notice in writing given
  to the Company, the security created hereby does not and shall not extend to,
  and Collateral shall not include, any agreement, right, franchise, license or
  permit (the contractual rights) to which the Company is a party
  or of which the Company has the benefit, to the extent that the creation of
  the security therein would constitute a breach of the terms of or permit any
  Person to terminate the contractual rights, but the Company shall hold its interest
  therein in trust for the Holders and shall assign such contractual rights to
  the Trustee on behalf of the Holders forthwith upon obtaining the consent of
  the other party thereto. The Company agrees that it shall, upon the request
  of the Trustee, make all reasonable efforts to obtain any consent required to
  permit any contractual rights to be subjected to the security created hereby.

iii

---



**4.3                       Transactions
  in Ordinary Course of Business**Until
  the security hereby constituted shall have become enforceable, the charge herein
  created shall in no way hinder or prevent the Company from selling, assigning,
  transferring, exchanging, leasing or otherwise disposing of or dealing with
  its property and assets subject thereto in the ordinary course of its business
  and for the purpose of carrying on the same, provided such action is not in
  breach of any of the covenants herein contained or of any agreement to which
  the Holders or the Trustee and the Company are parties.In
  the event of any discrepancy between the provisions of this Convertible Debenture
  Certificate and the terms of the Convertible Debenture, the terms of the Convertible
  Debenture shall govern.After
  the Expiry Date, no holder of a Convertible Debenture Certificate representing
  a Convertible Debenture will have any conversion rights.At
  any time prior to the earlier of:

|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | the Prepayment Date; and
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | the Maturity Date;      
|a holder of this Convertible Debenture may convert all or part of the
          Convertible Debenture at their principal amount into units at a deemed
          conversion price of $0.45 per unit, each unit consisting of one common
          share of RTICA and one warrant to purchase one common share of RTICA
          at a price of $0.54 per share for a period of two years from the date
          of issue thereof, upon providing to the Trustee this Convertible Debenture
          Certificate together with a written instrument in form satisfactory
          to the Trustee (which may be the completion of the conversion form set
          forth in this Convertible Debenture Certificate) evidencing the election
          (which on delivery to the Trustee shall be irrevocable) of the holder
          to convert the amount of the Convertible Debenture. The date of receipt
          by the Trustee of such Convertible Debenture Certificate and written
          instrument shall be the date of conversion of the Convertible Debenture
          affected thereby. If the holder is not exercising all of the Convertible
          Debenture represented by this Convertible Debenture Certificate, the
          holder shall be entitled to receive a Convertible Debenture Certificate
          representing the aggregate principal amount of Convertible Debenture
          which is the difference between the initial aggregate principle amount
          of Convertible Debenture issued and the amount being so converted.Upon
          conversion, the Principal Amount of Convertible Debenture converted
          shall be extinguished and released, and in consideration and exchange
          therefore the Company shall issue and allot units consisting of fully
          paid and non-assessable common shares and warrants.Each
          Convertible Debentureholder shall be deemed to have become the holder
          of record of Underlying Securities on the date on which it is deemed,
          pursuant to the Indenture, to have exercised its Convertible Debenture
          unless the transfer books of the Company shall be closed by law on the
          said date of such exercise, in which case the Underlying Shares sought
          shall be deemed to have been issued and such Convertible Debentureholder
          shall be deemed to have become the holder of record of such Underlying
          Securities on the date on which such transfer books are next re-opened.
        Forthwith
          after the relevant date of conversion, the Company shall, subject to
          the provisions of the next following paragraph, forthwith upon receipt
          by the Trustee of a Convertible

iv

---

Debenture Certificate representing the converted
  Convertible Debenture, or following the deemed conversion thereof irrespective
  of such receipt, cause to be delivered to each Convertible Debentureholder or
  mailed to it at its address specified in the register of the Company a certificate
  or certificates for the appropriate number of common shares and warrants (the
  Underlying Securities) which such Convertible Debentureholder is
  entitled to acquire pursuant to the Convertible Debenture surrendered.

The
  Company shall not be required to deliver certificates for Underlying Securities
  during the period when the transfer books of the Company are closed by law and,
  in the event of a surrender of Convertible Debentures for the acquisition of
  Underlying Securities during such period, the delivery of certificates may be
  postponed until the date of the re-opening of the transfer books.

The
  holding of the Convertible Debenture evidenced by this Convertible Debenture
  Certificate shall not constitute the holder hereof a shareholder of the Company
  or entitle such holder to any right or interest in respect thereof except as
  herein and in the Indenture expressly provided.

**This
  Convertible Debenture Certificate and the Convertible Debentures and Underlying
  Securities represented hereby have not been and will not be qualified for sale
  under the securities laws of any province or territory of Canada. Accordingly,
  this Convertible Debenture Certificate and the Convertible Debentures may not
  be distributed in any province or territory, or to or for the benefit of any
  resident thereof, in contravention of the laws of any such jurisdiction. Compliance
  with the securities laws of any jurisdiction is the responsibility of the holder
  or its transferee.**

**The
  Underlying Securities represented by this certificate may be subject to resale
  restrictions under applicable Canadian securities laws and may not be traded
  except in compliance with such laws.**

The
  Convertible Debentures evidenced by this Convertible Debenture Certificate may
  be transferred only upon compliance with the conditions prescribed in the Indenture
  on the register kept at the offices of the Trustee by the registered holder
  hereof or his legal representatives or his attorney duly appointed by an instrument
  in writing in form and execution satisfactory to the Trustee and upon due execution
  by the holder and its transferee of the transfer and acknowledgement and direction
  in the form hereon and upon compliance with such reasonable requirements as
  the Trustee may prescribe. If, at the time of the exercise of the Convertible
  Debenture, there remain trading restrictions on the Underlying Securities acquired,
  due to applicable securities legislation, the Company may, on the advice of
  counsel, legend the certificates representing the Underlying Securities to such
  effect, and prior to issuance of any such certificates by the registrar and
  transfer agent for the Underlying Securities, the Trustee shall be advised in
  writing by the Company whether such legending is required.

In
  the event that Convertible Debenture Certificate(s) which have been delivered
  to the Trustee bear a legend pursuant to U.S. securities laws, then, unless
  instructed otherwise by the Company, the certificate(s) in respect of the Underlying
  Securities shall also be affixed with such a legend.

This
  Convertible Debenture Certificate shall not be valid for any purpose whatever
  unless and until it has been countersigned by or on behalf of the Trustee.

v

---



******IN
  WITNESS WHEREOF**the
  Company has caused this Convertible Debenture Certificate to be signed by its
  duly authorized officer as of                                      ,
  2002.



Countersigned by:

|**STIKEMAN, GRAHAM, KEELEY & SPIEGEL
      LLP** | **RTICA
        CORPORATION**                  
|------------------------------------------------ | -----------------------------------------------
|                                                 |                                                
|                                                 |                                                
|                                                 |                                                
|By: ___________________________________          | By:
        ___________________________________
|                                                 |                                                

vi

---

**TRANSFER OF CONVERTIBLE
  DEBENTURES**

****For
  Value Received, the undersigned hereby sells, assigns and transfers unto ________________
  _____________________________________________________________________________________________
  , 
  _____________________________________________________________________________________________Convertible Debenture of RTICA Corporation
  (the "Company") registered in the name of the undersigned on the register maintained
  therefor and represented hereby, together with the benefit of the covenant of
  the Company as set forth in Section 2.02(5) of the Indenture, and irrevocably
  constitutes and appoints 
  _____________________________________________________________________________________________

_____________________________________________________________________________________________
  
  the attorney of the undersigned to transfer the said Convertible Debenture on
  the register maintained therefor with full power of substitution hereunder.

FURTHERMORE, the undersigned certifies (one (only)
  of the following must be checked) that:

_          such
    sale, assignment and transfer is being made, and the offer of the securities
    being sold, assigned and transferred was made, to a person not in the United
    States.


DATED the __________day of______________,
  200_.

|Signature of Convertible Debentureholder | _____________________________________             
|---------------------------------------- | --------------------------------------------------
|Guaranteed by:                           | (Signature
        of Convertible Debentureholder)
|                                         |                                                   



|Note: | The signature to this transfer must correspond
      with the name as written upon the face of this Convertible Debenture Certificate
      in every particular, without any change whatsoever.
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



vii

---

**CONVERSION FORM**

**TO:                        RTICA
  CORPPORATION**

****The
  undersigned hereby exercises the right to convert__________________________
  Convertible Debentures of RTICA Corporation (or such number of other securities,
  money or property to which such Convertible Debentures entitle the undersigned
  in lieu thereof or in addition thereto under the provisions of the Convertible
  Debentures) according to the terms of the Convertible Debentures.

****Such
  securities, money or property are to be issued as follows:

Name:(Print Clearly)____________________________________________________________________________________
  Address in Full ___________________________________________________________________________________
  _______________________________________________________________________________________________
  Number of shares: _________________________________________________________________________________ Further Convertible Debenture required for balance
  of shares which may be 
  acquired: ________________________________________________________________________________________

(Please print in full the name in which certificates
  are to be issued. If any of the securities are to be issued to a person or persons
  other than the Convertible Debentureholder, the Transfer of Convertible Debenture
  form must be completed and the Convertible Debentureholder must pay to the Trustee
  all exigible transfer taxes or other government charges.)

DATED
  this __________ day of ____________________ , 2002.



___________________________________
    Signature


| | Please check box if these certificates are
      to be delivered to the office where thisConvertible
      Debenture Certificate is surrendered, failing which the certificates willbe mailed to the address shown on the
      register. | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

(The Trustee may require that the signature above
  be guaranteed, in which event the following must be completed.)

viii



---

Signature of Convertible Debentureholder     ___________________________________________________

Guaranteed by:



|NOTE:                                                                                     | If the signature of the person
      executing this form is to be guaranteed, it must be
|----------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|guaranteed by a bank
      or trust company or by a member of the Toronto Stock Exchange.

| |                   
| | ------------------
| |                   
| | Print full name   
| |                   
| |                   
| |                   
| |                   
| | Print full address

ix

---

**SCHEDULE "B"**

**Form of Declaration Regarding Removal
  of U.S. Securities Act Legend**

|TO: | RTICA Corporation                               
|--- | ------------------------------------------------
|    | c/o Stikeman, Graham, Keeley &
      Spiegel LLP





****The
  undersigned (A) acknowledges that the sale of the securities of RTICA Corporation
  (the "**Company**") to which this declaration relates in being
  made in reliance on Rule 904 of Regulation S under the United States Securities
  Act of 1933, as amended (the "**U.S. Securities Act**") and (B)
  certifies that (1) the seller is not an affiliate of the Company (as defined
  in the U.S. Securities Act) and (2) the offer of such securities was not made
  to a person in the United States and either (a) at the time the buy order was
  originated, the buyer was outside the United States, or the seller and any person
  acting on its behalf reasonably believe that the buyer was outside the United
  States, or (b) the transaction was executed on or through the facilities of
  The Toronto Stock Exchange or any other designated offshore securities market,
  as defined in Regulation S, and neither the seller nor any person acting on
  its behalf knows that the transaction has been prearranged with a buyer in the
  United States, (3) neither the seller nor any affiliate of the seller nor any
  person acting on its or their behalf has engaged or will engage in any directed
  selling efforts in the United States in connection with the offer and sale of
  such securities, (4) the contemplated sale is not a transaction or part of a
  series of transactions which, although in technical compliance with Regulation
  S, is part of a plan or scheme to evade the registration provisions of the U.S.
  Securities Act, (5) the sale is bona fide and not for the purpose of "washing
  off" the resale restrictions imposed because the securities are "restricted
  securities" (as such term is defined in Rule 144(a)(3) under the U.S. Securities
  Act) and (6) the seller does not intend to replace the securities sold in reliance
  on Rule 904 of the U.S. Securities Act with fungible unrestricted securities.
  Terms used herein have the meanings given to them by Regulation S.

|Dated: |                                                  |       
|------ | ------------------------------------------------ | ------
|       |                                                  |       
|       | By:_____________________________________________
|       |                                                  | Name: 
|       |                                                  | Title:

x

---