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                                                                  EXHIBIT 3.2

The first series of the preferred shares of the Corporation shall consist of
18,000,000 Series A Preferred Shares which shall be designated as Series A
Preferred Shares (the "Series A Preferred Shares"). Subject to the requirements
of the NEW BRUNSWICK BUSINESS CORPORATIONS ACT as now enacted or as the same may
be amended, re-enacted or replaced (the "Act") and in addition to the rights,
privileges, restrictions and conditions attaching to the preferred shares of the
Corporation as a class, the Series A Preferred Shares shall have attached
thereto the following rights, privileges, restrictions and conditions:

1.      DIVIDENDS

1.1 Subject to the provisions of this Article 1 hereof, the holders of the
Series A Preferred Shares shall be entitled to receive, and the Corporation
shall pay thereon, as and when declared by the board of directors of the
Corporation out of the assets of the Corporation properly applicable to the
payment of dividends, fixed cumulative preferential cash dividends at the rate
of 5% of the Liquidation Preference Amount (as hereinafter defined) per share,
per annum, payable in arrears in equal semi-annual amounts on the first days of
October and April in each year, commencing on October 1, 2002. Such dividends
shall accrue from the date or dates of issue of the Series A Preferred Shares.
If on any dividend payment date, the dividend payable on such date is not paid
in full on all of the Series A Preferred Shares then issued and outstanding,
such dividend, or the unpaid part thereof, shall cumulate and be paid at a
subsequent date or dates as and when declared by the board of directors. The
holders of Series A Preferred Shares shall not be entitled to any dividends
other than or in excess of the dividends hereinbefore provided for.

1.2 At the election of the Corporation, each dividend may be paid either in
common shares of the Corporation or in cash in United States dollars. Each
dividend paid in either cash or common shares of the Corporation shall be mailed
to the holders of record of the Series A Preferred Shares as their names and
addresses appear on the share register of the Corporation or at the office of
the transfer agent on the corresponding dividend payment date. If dividends are
paid in cash, cheques of the Corporation payable at any branch of the
Corporation's bankers in the United States shall be issued in respect of such
dividends and the mailing of such cheque to any holder shall satisfy the
dividend represented thereby unless the cheque be not paid on presentation. No
shareholder shall be entitled to recover by action or other legal process
against the Corporation any dividend that is represented by a cheque that has
not been duly presented to the Corporation's bankers for payment or that
otherwise remains unclaimed for a period of six years from the date on which it
was payable.

1.3 If dividends are paid in common shares of the Corporation ("Common Shares")
at any time while the Common Shares are listed and posted for trading on The
Toronto Stock Exchange (the "TSE"), unless otherwise consented to in writing by
the TSE, the number of Common Shares to be distributed in respect of any such
dividend shall be determined based on the weighted average price at which the
Common Shares have traded on the TSE during the period of 10 consecutive Trading
Days (as hereinafter defined) ended on a date not earlier than the fifth trading
day preceding the date on which the relevant dividend was declared. If dividends
are paid in Common Shares at any time while the Common Shares are not listed and
posted for trading on the TSE, the number of Common Shares to be distributed in
respect of any such dividend shall

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be determined based on the average Closing Bid Price (as hereinafter defined) of
the Common Shares for each of the Trading Days during the period commencing on
the Trading Day immediately following the last dividend payment date and ending
on the Trading Day immediately preceding the date such dividends are declared.

        For purposes of this Section 1.3 hereof, the term "Closing Bid Price"
means, for the Common Shares as of any date, the closing bid price on the U.S.
securities exchange or Nasdaq market or other trading market where the Common
Shares are listed or traded as reported by Bloomberg, L.P. ("Bloomberg"), or, if
applicable, the closing bid price of the Common Shares in the over-the-counter
market on the electronic bulletin board for such security as reported by
Bloomberg, or, if no closing bid price is reported for the Common Shares by
Bloomberg, then the average of the bid prices of any market makers for such
security as reported in the "pink sheets" by the National Quotation Bureau, Inc.
If the Closing Bid Price of the Common Shares cannot be calculated on such date
on any of the foregoing bases, the Closing Bid Price of the Common Shares on
such date shall be the fair market value as mutually determined by the
Corporation and the holders of a majority of the then outstanding Series A
Preferred Shares determined in accordance with the provisions of Section 5.1
hereof. For purposes hereof, "Trading Day" shall mean any day on which the
Common Shares are traded for any period on the principal securities exchange or
other securities market on which the Common Shares are then being traded.

1.4 The Common Shares issued in payment of any dividend must either be subject
to an effective registration statement filed under the Securities Act of 1933,
as amended (the "Securities Act"), or be presently publicly saleable in the
United States pursuant to an exemption from registration thereunder.

1.5 In the event the Corporation elects to pay any one or more dividends in
Common Shares and, within 60 days of the date of issuance of such Common Shares
in respect of the payment of a dividend (the "Registration Filing Deadline"),
the Corporation has not filed a registration statement with the United States
Securities and Exchange Commission (the "SEC") registering the issuance of such
Common Shares pursuant to the terms of the Registration Rights Agreement dated
April 2, 2002 entered into between the Corporation and the holders of the Series
A Preferred Shares (the "Registration Qualification Requirement"), then from and
after 5:01 p.m. (Toronto time) on the Registration Filing Deadline, the number
of Common Shares to which each holder of Series A Preferred Shares is entitled
in respect of such dividend shall be increased by 10% and for each additional 30
day period after the Registration Filing Deadline for which the Registration
Qualification Requirement is not satisfied, the number of Common Shares
(including any adjustments as a result of the occurrence of any events
contemplated in this Section 1.5 hereof) to which each holder of Series A
Preferred Shares shall be entitled in respect of such dividend shall be
increased by an additional 10%.

1.6 In addition to the foregoing, in the event that any registration statement
filed by the Corporation with the SEC registering the issuance of Common Shares
in respect of the payment of any dividend has not been declared effective by the
SEC (the "Qualification Requirement") within 120 days after the date upon which
such registration statement was filed (the "Qualification Condition Deadline"),
then from and after 5:01 p.m. (Toronto time) on the

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Qualification Condition Deadline, the number of Common Shares (including any
adjustments as a result of the occurrence of any events as contemplated in this
Section 1.6 hereof) to which each holder of Series A Preferred Shares is
entitled in respect of such dividend shall be increased by 10% and for each
additional 30 day period after the Qualification Condition Deadline for which
the Qualification Requirement is not satisfied, the number of Common Shares
(including any adjustments as a result of any events contemplated by this
Section 1.6) to which each holder of Series A Preferred Shares shall be entitled
in respect of such dividend shall be increased by an additional 10%.

1.7 If: the Corporation has not obtained the approval (the "Applicable Listing
Approval") for the listing of the Common Shares on any one or more of the NASDAQ
Small-Cap, the NASDAQ NMS, the New York Stock Exchange or the American Stock
Exchange by October 2, 2002 (the "Listing Deadline Date"), then from and after
the Listing Deadline Date, the dividend applicable to the Series A Preferred
Shares shall be increased by 100 basis points, and for each 30 day period after
the Listing Deadline Date in which the Corporation has not obtained the
Applicable Listing Approval, the dividend rate applicable to the Series A
Preferred Shares shall be increased by an additional 50 basis points, provided
that, upon the Corporation obtaining and maintaining the Applicable Listing
Approval for six consecutive months, the dividend rate applicable to the Series
A Preferred Shares shall thereafter be reduced to the then applicable dividend
rate as if the increases as contemplated in this Section 1.7 had not been
effected.

1.8 If the final audited financial statements of the Corporation for the fiscal
year ended December 31, 2001 differ materially from the preliminary draft
financial statements dated February 27, 2002 as delivered by the Corporation to
the holders of the Series A Preferred Shares on February 27, 2002 (a "Material
Financial Statement Difference"), or if, at any time, the Corporation is
required to restate (a "Restatement") its audited financial statements for the
fiscal year ended December 31, 2001, then in any such case, from and after the
date upon which it is determined that there was a Material Financial Statement
Difference or the date of any such Restatement, the dividend rate applicable to
the Series A Preferred Shares shall be increased by an additional 250 basis
points. For any additional Restatement after the first Restatement of the
financial statements of the Corporation for the year ended December 31, 2001,
the dividend rate applicable to the Series A Preferred Shares shall be increased
by an additional 250 basis points.

1.9 If: the Corporation has not commenced filing reports on forms 10QSB, 10KSB
and 8K through the SEC's electronic filing system ("EDGAR") (the "EDGAR Filing
Requirement") by July 2, 2002 (the "EDGAR Filing Deadline Date"), then from and
after the EDGAR Filing Deadline Date, the dividend applicable to the Series A
Preferred Shares shall be increased by 100 basis points, and for each 90 day
period after the EDGAR Filing Deadline Date in which the Corporation has not
satisfied the EDGAR Filing Requirement, the dividend rate applicable to the
Series A Preferred Shares shall be increased by an additional 100 basis points,
provided that if, after failing to satisfy the EDGAR Filing Requirement, the
Corporation satisfies and is current with the EDGAR Filing Requirement in
respect of its quarterly financial statements for two successive fiscal
quarters, the dividend rate applicable to the Series A Preferred Shares shall
thereafter be reduced to the then applicable dividend rate as if the increases
as contemplated in this Section 1.9 had not been effected.

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1.10 If: the Corporation has not commenced reporting of its quarterly interim
financial statements in compliance with both U.S. and Canadian generally
accepted accounting principles with a reconciliation between the two (the "US
GAAP Reconciliation Requirement"), commencing with its interim financial
statements for the period ended June 30, 2002 (the "US GAAP Reconciliation
Deadline Date"), then from and after the US GAAP Reconciliation Deadline Date,
the dividend applicable to the Series A Preferred Shares shall be increased by
100 basis points, and for each fiscal quarter thereafter for which the
Corporation has not satisfied the US GAAP Reconciliation Requirement, the
dividend rate applicable to the Series A Preferred Shares shall be increased by
an additional 50 basis points, provided that at any time after the Corporation
satisfies the US GAAP Reconciliation Requirement, the dividend rate applicable
to the Series A Preferred Shares shall thereafter be reduced to the then
applicable dividend rate as if the increases as contemplated in this Section
1.10 had not been effected.

1.11 If the Corporation has not completed a subdivision of its Common Shares on
the basis of four Common Shares for each one Common Share held (or such greater
number as may be determined by the Board of Directors of the Corporation and
approved by the shareholders of the Corporation) (the "Rollback Requirement") by
October 2, 2002 (the "Rollback Deadline Date"), then from and after the Rollback
Deadline Date, the dividend applicable to the Series A Preferred Shares shall be
increased by 100 basis points, and for each 90 day period after the Rollback
Deadline Date in which the Rollback Requirement has not been satisfied, the
dividend rate applicable to the Series A Preferred Shares shall be increased by
an additional 100 basis points, provided that at any time after the Rollback
Requirement is satisfied, the dividend rate applicable to the Series A Preferred
Shares shall thereafter be reduced to the then applicable dividend rate as if
the increases as contemplated in this Section 1.11 had not been effected.

1.12 In any case where a fraction of a Common Share would otherwise be issuable
in connection with the payment of a dividend by way of issuance of Common Shares
as contemplated in this Article 1, the number of Common Shares to be issued by
the Corporation in respect thereof shall be rounded up or down to the next
nearest whole number of Common Shares.

2.      LIQUIDATION, DISSOLUTION OR WINDING-UP

2.1 In the event of the liquidation, dissolution or winding-up of the
Corporation or other distribution of assets of the Corporation among
shareholders for the purpose of winding-up its affairs, the holders of the
Series A Preferred Shares shall be entitled to receive from the assets of the
Corporation, in cash, the sum of US $0.37023 (the "Liquidation Preference
Amount") for each Series A Preferred Share held, together with all accrued and
unpaid (whether or not declared) cumulative dividends thereon calculated up to
the date of distribution (which for such purpose shall be calculated as if such
dividends, to the extent unpaid, were accruing for the period from the
expiration of the last semi-annual period for which dividends thereon were paid
in full up to the date of distribution), before any amount shall be paid or any
assets of the Corporation distributed to the holders of any Common Shares or
shares of any other class ranking junior to the Series A Preferred Shares. After
payment to the holders of the Series A Preferred Shares of the amount so payable
to them as provided above, all of the remaining assets and funds of the
Corporation available for distribution to shareholders shall be distributed

                                       4
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rateably among the holders of the Series A Preferred Shares and the Common
Shares, with each Series A Preferred Share being deemed, for such purpose, to be
equal to the number of Common Shares, including fractions of a Common Share,
into which such Series A Preferred Share is convertible in accordance with the
provisions of Section 4 hereof, immediately prior to the close of business on
the business day fixed for such distribution.

2.2 The merger or consolidation of the Corporation into or with another
corporation which results in the exchange of outstanding shares of the
Corporation for securities or other consideration issued or paid or caused to be
issued or paid by such other corporation or an affiliate thereof (except if,
upon such merger or consolidation, the holders of the Corporation's voting
securities prior to the transaction own more than fifty percent (50%) of the
voting securities of the Corporation after the transaction), or the sale of all
or substantially all the assets of the Corporation shall be deemed to be a
liquidation, dissolution or winding up of the Corporation for the purposes of
this Section 2, unless the holders of 50% of the Series A Preferred Shares then
outstanding vote otherwise in accordance with the provisions of Section 5.1
hereof. The amount deemed distributed to the holders of Series A Preferred
Shares upon any such merger or consolidation shall be the cash or the value of
the property, rights and/or securities distributed to such holders by the
acquiring person, firm or other entity. The value of such property, rights or
other securities shall be determined in good faith by the Board of Directors of
the Corporation.

3.      VOTING RIGHTS

3.1 Except for meetings at which only holders of another specified class or
series of shares of the Corporation are entitled to vote separately as a class
or series and in addition to any other rights provided by law, the holders of
the Series A Preferred Shares shall be entitled to receive notice of and to
attend all meetings of the shareholders of the Corporation and shall be entitled
to vote at all meetings of the shareholders of the Corporation, with each Series
A Preferred Share being deemed, for such purpose, to be equal to the number of,
and to have the voting rights applicable to, the number of Common Shares into
which each Series A Preferred Share is convertible in accordance with the
provisions of Section 4 hereof immediately prior to the close of business on the
record date fixed for such meeting of shareholders.

3.2 In addition to any other rights provided by law, so long as any of the
Series A Preferred Shares are outstanding, the Corporation shall not without,
but may from time to time with, the authorization of the holders of a majority
of the outstanding Series A Preferred Shares given as specified in Section 5.1
hereof:

        (a) add, change or remove any rights, privileges, preferences,
        restrictions and conditions in respect of all or any of the Series A
        Preferred Shares;

        (b) declare or pay any dividends on any classes of shares other than any
        series of the preference shares of the Corporation;

        (c) increase or decrease the authorized number of Series A Preferred
        Shares or create or issue any class of shares ranking in priority to or
        on a parity, in any regard, with the Series A Preferred Shares;

                                       5
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        (d) undertake or agree to any voluntary liquidation, dissolution or
        winding-up of the Corporation or any amalgamation, merger or
        consolidation of the Corporation into or with another corporation which
        results in the exchange of outstanding shares of the Corporation for
        securities or other consideration issued or paid or caused to be issued
        or paid by such other corporation or an affiliate thereof (except if
        such merger or consolidation does not result in the transfer of more
        than fifty percent (50%) of the voting securities of the Corporation),
        or the sale of all or substantially all of the assets of the
        Corporation;

        (e) amend the articles of the Corporation;

        (f) enact, revoke or amend any by-laws of the Corporation;

        (g) make any material change in the business of the Corporation; or

        (h) at any time while the Common Shares are listed on the TSE, issue or
        sell any Common Shares or Convertible Securities (as hereinafter
        defined) for a consideration per share less than the Liquidation
        Preference Amount (other than in respect of a Permitted Convertible
        Security (as hereinafter defined)), unless, while the Common Shares are
        listed on the TSE, the TSE consents in writing to the adjustment to the
        Conversion Rate as contemplated in Section 4.6(i) hereof.

4.      CONVERSION

4.1 Subject as hereinafter provided, any holder of Series A Preferred Shares
shall be entitled at such holder's option at any time to have all or any of the
Series A Preferred Shares held by it converted into fully paid Common Shares
without nominal or par value as the same shall be constituted at the time of
conversion at the Conversion Rate (as hereinafter defined) in effect at the time
of conversion. The Conversion Rate initially shall be one Common Share for each
Series A Preferred Share in respect of which the conversion privilege is
exercised. The Conversion Rate shall be adjusted from time to time as provided
for in Sections 4.6 to 4.13 hereof (inclusive) and any reference hereafter to
"Conversion Rate" shall mean the Conversion Rate at the time in effect after the
same shall be adjusted in accordance with Sections 4.6 to 4.13 hereof
(inclusive).

4.2 The conversion privilege herein provided for may only be exercised by notice
in writing given to the transfer agent for the Series A Preferred Shares, at its
principal office in the City of Toronto, Ontario, Canada or to such other
transfer agent at such other city or cities as the Corporation may from time to
time appoint, accompanied by the certificate or certificates for Series A
Preferred Shares in respect of which the holder thereof desires to exercise such
right of conversion. Such notice shall be in a form satisfactory to the
Corporation and shall be signed by the person registered on the books of the
Corporation as the holder of the Series A Preferred Shares to be converted or
its duly authorized attorney and shall specify the number of Series A Preferred
Shares which the holder desires to have converted. Subject to Section 4.5
hereof, the conversion shall be effective upon receipt by the said transfer
agent of the notice of conversion accompanied by the certificate or certificates
representing the Series A Preferred Shares to be converted. Upon the said
transfer agent receiving such notice, the transfer agent for the Series A

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Preferred Shares shall so advise the Corporation and the Corporation shall then
cause the transfer agent for the Common Shares to issue certificates for Common
Shares at the Conversion Rate herein prescribed and in accordance with the
provisions hereof to the registered holder of the Series A Preferred Shares
represented by the certificate or certificates accompanying such notice or to
such person as the holder of such shares shall in writing direct in the notice
or otherwise, provided that such registered holder shall pay any applicable
security transfer taxes. Such certificate or certificates representing such
Common Shares shall be issued as soon as reasonably possible after the receipt
by the Corporation of a duly completed exercise notice. If less than all of the
Series A Preferred Shares represented by any such certificate are converted, the
holder shall be entitled to receive, at the expense of the Corporation, a new
certificate for that number of Series A Preferred Shares represented by the
original certificate which are not converted.

4.3 The holder of any Series A Preferred Share on the record date for any
dividend declared payable on such share shall be entitled to such dividend
notwithstanding that such share is converted after such record date and before
the payment date of such dividend and the holder of any Common Share resulting
from any conversion shall be entitled to rank equally with the holders of all
other Common Shares in respect of all dividends declared payable to holders of
Common Shares of record on any date after the date of conversion; subject as
aforesaid and subject to the provisions hereof, upon the conversion of any
Series A Preferred Shares, the Corporation shall make no payment or adjustment
on account of any dividends on the Series A Preferred Shares so converted or on
account of any dividends on the Common Shares issuable upon such conversion.

4.4 In any case where a fraction of a Common Share would otherwise be issuable
in connection with the exercise of any conversion privileges hereinbefore
provided, the number of Common Shares to be issued by the Corporation in respect
thereof shall be rounded up or down to the next nearest whole number of Common
Shares.

4.5 Subject as hereinafter provided in this Section 4.5, the right of holders of
Series A Preferred Shares to convert the same into Common Shares shall be deemed
to have been exercised, and the registered holders of Series A Preferred Shares
to be converted (or any person or persons in whose name or names any such
registered holder shall have directed certificates representing Common Shares to
be issued as provided in Section 4.2 hereof) shall be deemed to have become
holders of Common Shares of record of the Corporation for all purposes on the
respective dates of surrender of certificates representing the Series A
Preferred Shares to be converted accompanied by notice in writing as provided in
Section 4.2 hereof notwithstanding any delay in the delivery of certificates
representing the Common Shares into which such Series A Preferred Shares have
been converted; provided however, that no such surrender on any date when the
Corporation's register of transfers of Common Shares shall be properly closed
shall be effective to constitute the person or persons entitled to receive
Common Shares upon such conversion as the holder or holders of record of such
Common Shares on such date, but such surrender shall be effective to constitute
the person or persons entitled to receive such Common Shares as the holder or
holders of record thereof for all purposes as at, and such conversion shall be
at the Conversion Rate as at, the close of business on the next succeeding
business day on which such registers of transfers is open.

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4.6 The Conversion Rate (or the number and kind of shares or securities to be
received upon conversion of the Series A Preferred Shares) shall be subject to
adjustment from time to time at any time in the following manner:

        (i) If and whenever the Common Shares are not listed on the TSE or
        otherwise with the written consent of the TSE, the Corporation shall
        issue or sell any Common Shares or Convertible Securities (as
        hereinafter defined) for a consideration per share less than the
        Liquidation Preference Amount (other than in respect of a Permitted
        Convertible Security (as hereinafter defined), then, upon such issuance
        or sale, the Conversion Rate then in effect shall be adjusted to a
        number that is equal to:

                                            A x  B + C x D
                                                         -
                                                         E
                                                 ---------
                                                      F
        where:

        A = the Conversion Rate in effect on the date of issuance of
            such Common Shares:

        B = the total number of outstanding Common Shares of the
            Corporation immediately prior to such event;

        C = the number of Common Shares issued in respect of such event;

        D = the Liquidation Preference Amount;

        E = the per share consideration received by the Corporation
            upon the issuance of such Common Shares; and

        F = the total number of outstanding Common Shares immediately
            after such event, treating as outstanding all Common Shares
            issuable upon exchange or exchanges of Convertible
            Securities.

        (ii) If, at any time while any Series A Preferred Shares are
        outstanding, the Corporation shall:

             (A) issue to all or substantially all the holders of the Common
             Shares by way of a stock dividend or otherwise Common Shares or
             Convertible Securities; or

             (B) subdivide its outstanding Common Shares into a greater
             number of shares; or

             (C) combine or consolidate its outstanding Common Shares into a
             smaller number of shares,


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             (any of those events being herein called a "Share
             Reorganization") the Conversion Rate shall be adjusted effective
             immediately after the record date at which the holders of Common
             Shares are determined for the purposes of the Share
             Reorganization to a number that is the product of (1) the
             Conversion Rate in effect on the record date and (2) a fraction:

                                (i) the numerator of which shall be the number
                                of Common Shares outstanding after giving effect
                                to the Share Reorganization; and

                                (ii) the denominator of which shall be the
                                number of Common Shares outstanding on the
                                record date before giving effect to the Share
                                Reorganization.

                (iii) If, at any time while any Series A Preferred Shares are
                outstanding, the Corporation shall issue rights, options or
                warrants (other than Permitted Convertible Securities to all or
                substantially all the holders of the Common Shares pursuant to
                which those holders are entitled to subscribe for, purchase or
                otherwise acquire Common Shares or Convertible Securities within
                a period of 45 days from the date of issue thereof at a price,
                or at a conversion price, of less than 95% of the Current Market
                Price (as hereinafter defined) at the record date for such
                distribution (any such issuance being herein called a "Rights
                Offering" and Common Shares that may be acquired in exercise of
                the Rights Offering, or upon conversion of the Convertible
                Securities offered by the Rights Offering, being herein called
                the "Offered Shares"), the Conversion Rate shall be adjusted
                effective immediately after the record date at which holders of
                Common Shares are determined for the purposes of the Rights
                Offering to a Conversion Rate that is the product of (1) the
                Conversion Rate in effect on the record date multiplied by (2) a
                fraction:

                        (1) the numerator of which shall be the sum of (a) the
                        number of Common Shares outstanding on the record date
                        plus (b) the number of Offered Shares offered pursuant
                        to the Rights Offering or the maximum number of Offered
                        Shares into which the Convertible Securities so offered
                        pursuant to the Rights Offering may be converted, as the
                        case may be; and

                        (2) the denominator of which shall be the sum of:

                            (i) the number of Common Shares outstanding on
                            the record date; and

                            (ii) the number arrived at when (i) either the
                            product of (a) the number of Offered Shares so
                            offered and (b) the price at which those shares
                            are offered, or the product of (c) the
                            conversion price thereof and (d) the maximum
                            number of Offered Shares for or into which the
                            Convertible

                                       9
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                            Securities so offered pursuant to the Rights
                            Offering may be converted, as the case may be,
                            is divided by (ii) the Current Market Price of
                            the Common Shares on the record date.

                Any Offered Shares owned by or held for the account of the
                Corporation shall be deemed not to be outstanding for the
                purpose of any computation; if all the rights, options or
                warrants are not so issued or if all rights, options or warrants
                are not exercised prior to the expiration thereof, the
                Conversion Rate shall be readjusted to the Conversion Rate in
                effect immediately prior to the record date, and the Conversion
                Rate shall be further adjusted based upon the number of Offered
                Shares (or Convertible Securities into Offered Shares) actually
                delivered upon the exercise of the rights, options or warrants,
                as the case may be, but subject to any other adjustment required
                hereunder by reason of any event arising after that record date.

                (iv) If, at any time while the Series A Preferred Shares are
                outstanding, the Corporation shall issue or distribute to all or
                substantially all the holders of Common Shares: (i) shares of
                any class other than Common Shares, or (ii) rights, options or
                warrants to acquire Common Shares or Convertible Securities
                (other than Permitted Convertible Securities and other than
                rights, options or warrants exercisable within 45 days from the
                date of issue thereof at a price, or at a conversion price, of
                at least 95% of the Current Market Price at the record date for
                such distribution), or (iii) evidences of indebtedness of the
                Corporation, or (iv) any other assets of the Corporation
                (excluding cash dividends paid or declared in the ordinary
                course), and that issuance or distribution does not constitute a
                Share Reorganization or a Rights Offering (any of those events
                being herein called a "Special Distribution"), the Conversion
                Rate shall be adjusted effective immediately after the record
                date at which the holders of Common Shares are determined for
                purposes of the Special Distribution to a Conversion Rate that
                is the product of (1) the Conversion Rate in effect on the
                record date multiplied by (2) a fraction:

                        (1) the numerator of which shall be the product of (I)
                        the sum of the number of Common Shares outstanding on
                        the record date plus the number of Common Shares which
                        the holders of Series A Preferred Shares would be
                        entitled to receive upon conversion of all of their
                        outstanding Series A Preferred Shares if they were
                        converted on the record date and (II) the Current Market
                        Price thereof on that date; and

                        (2) the denominator of which shall be:

                            (i) the product of (I) the sum of the number of
                            Common Shares outstanding on the record date
                            plus the number of Common Shares which the
                            holders of the Series

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                             A Preferred Shares would be entitled to receive
                             upon conversion of all their outstanding Series
                             A Preferred Shares if they were exercised on the
                             record date multiplied by (II) the Current
                             Market Price thereof on that date;

                             less

                             (ii) the aggregate fair market value, as
                             determined by the board of directors of the
                             Corporation, whose determination, absent
                             manifest error, shall be conclusive, of the
                             shares, rights, options, warrants, evidences of
                             indebtedness or other assets issued or
                             distributed in the Special Distribution.

                Any Common Shares owned by or held for the account of the
                Corporation shall be deemed not to be outstanding for the
                purpose of any such computation; to the extent that the
                distribution of shares, rights, options, warrants, evidences of
                indebtedness or assets is not so made or to the extent that any
                rights, options or warrants so distributed are not exercised,
                the Conversion Rate shall be readjusted to the Conversion Rate
                that would then be in effect based upon shares, rights, options,
                warrants, evidences of indebtedness or assets actually
                distributed or based upon the number of Common Shares or
                Convertible Securities actually delivered upon the exercise of
                the rights, options or warrants, as the case may be, but subject
                to any other adjustment required hereunder by reason of any
                event arising after the record date.

                (v) If, at any time while the Series A Preferred Shares are
                outstanding, there is a reorganization of the Corporation not
                otherwise provided for in this Section 4.6 hereof or a
                consolidation or merger or amalgamation of the Corporation with
                or into another body corporate including a transaction whereby
                all or substantially all of the Corporation's undertaking and
                assets become the property of any other corporation (any such
                event being herein called a "Capital Reorganization") any holder
                of a Series A Preferred Share who has not exercised its right to
                convert its Series A Preferred Share into Common Shares prior to
                the effective date of the Capital Reorganization shall be
                entitled to receive and shall accept, upon the exercise of its
                right at any time after the effective date of the Capital
                Reorganization in lieu of the number of Common Shares (and any
                other securities or properties to which holders are entitled
                upon conversion of the Series A Preferred Shares) to which it
                was theretofore entitled upon conversion of the Series A
                Preferred Shares, the aggregate number of shares or other
                securities or property of the Corporation, or the continuing,
                successor or purchasing corporation, as the case may be, under
                the Capital Reorganization that the holder would have been
                entitled to receive as a result of the Capital Reorganization
                if, on the effective date thereof, it had been the holder of the
                number of Common Shares (and any other securities to which
                holders are entitled upon conversion of the Series A Preferred
                Shares) to which immediately before the transaction it was


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                entitled upon conversion of the Series A Preferred Shares; no
                Capital Reorganization shall be carried into effect unless all
                necessary steps shall have been taken so that the holders of
                Series A Preferred Shares shall thereafter be entitled to
                receive the number of shares or other securities or property of
                the Corporation, or of the continuing, successor or purchasing
                corporation, as the case may be, under the Capital
                Reorganization, subject to adjustment thereafter in accordance
                with provisions the same, as nearly as may be possible, as those
                contained in Sections 4.6 to 4.12 (inclusive).

4.7 If the Corporation shall reclassify or otherwise change the outstanding
Common Shares, the conversion right shall be adjusted effective immediately upon
the reclassification becoming effective so that holders of Series A Preferred
Shares who exercise their conversion rights thereafter shall be entitled to
receive such shares as they would have received had the Series A Preferred
Shares been converted immediately prior to the effective date, subject to
adjustment thereafter in accordance with provisions the same, as nearly as may
be possible, as those contained in Sections 4.6 and in Section 4.8 hereof.

4.8 The adjustments provided for in Section 4.6 hereof are cumulative and shall
apply (without duplication) to successive Capital Reorganizations or other
events resulting in any adjustment under the provisions of Section 4.6; provided
that, notwithstanding any other provision of this Article 4, no adjustment shall
be made to the Conversion Rate unless it would result in a change of at least 1%
to the Conversion Rate then in effect (provided, however, that any adjustments
which by reason of this Section 4.8 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment).

4.9 In the event of any question arising with respect to the adjustments
provided herein, such question shall be conclusively determined by a firm of
independent chartered accountants appointed by the Corporation and acceptable to
the holders of a majority of the outstanding Series A Preferred Shares
determined in accordance with Section 5.1 hereof (who may be the Corporation's
Auditors); such chartered accountants shall have access to all necessary records
of the Corporation and such determination shall, absent manifest error, be
binding upon the Corporation and the holders of the Series A Preferred Shares.
In the event that any such determination is made, the Corporation shall deliver
a certificate to each of the holders of the Series A Preferred Shares describing
such determination.

4.10 For greater certainty, no adjustment in the Conversion Rate shall be made
pursuant to Section 4.6 in respect of any issue of Common Shares pursuant (i) to
any conversion rights exercised pursuant to Section 4.1 hereof; or (ii) any
Permitted Convertible Security, and any such issue shall be deemed not to be a
Share Reorganization, a Rights Offering or a Special Distribution.

4.11 In case the Corporation shall take any action affecting the Common Shares
other than the actions described in Section 4.6 hereof, which in the opinion of
the directors of the Corporation, acting reasonably, would materially affect the
rights of holders of Series A Preferred Shares or the Conversion Rate, the
number of Common Shares which may be acquired upon exercise of a conversion
right as contemplated herein shall be adjusted in such manner and at such time,
by

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action by the directors, in their reasonable discretion as they may determine to
be equitable in the circumstances, provided that no such adjustment will be made
unless prior approval of any securities regulatory authority and stock exchange
or over-the-counter market on which the Common Shares are listed for trading, if
required, has been obtained. Failure of the directors to make such an adjustment
shall be conclusive evidence that the directors have determined that it is
equitable to make no adjustment in the circumstances. In the event that any such
adjustment is made, the Corporation shall deliver a certificate of the
Corporation to each of the holders of the Series A Preferred Shares describing
such adjustment.

4.12 If the Corporation shall set a record date to determine the holders of the
Common Shares for the purpose of entitling them to receive any issue or
distribution or for the issue of any rights, options or warrants and shall
thereafter and before such distribution or issue to such shareholders legally
abandon its plan to make such distribution or issue, then no adjustment in the
number of Common Shares which may be acquired upon exercise of any conversion
rights in respect of the Series A Preferred Shares shall be required by reason
of the setting of such record date.

4.13 At least 14 days prior to the effective date or record date, as the case
may be, of any event contemplated in Section 4.6 hereof which requires or might
require an adjustment in the conversion rights pursuant to the Series A
Preferred Shares, including the Conversion Rate, or such longer period of notice
as the Corporation shall be required to provide holders of Common Shares in
respect of any such event, the Corporation shall cause notice thereof to be
mailed to the holders of Series A Preferred Shares setting out the particulars
of such event and, if determinable, the required adjustment and the computation
of such adjustment.

4.14 For purposes of this Article 4, "Convertible Securities" means any security
of the Corporation convertible into or exchangeable for or otherwise carrying
the right to acquire Common Shares, other than Permitted Convertible Securities;
and "Permitted Convertible Securities" means the securities issuable pursuant to
the Corporation's stock option plan in existence as of the date hereof, as may
be amended by the Corporation from time to time.

4.15 All Common Shares issued upon any conversion of Series A Preferred Shares
shall be deemed to be fully paid and non-assessable.

4.16 Forthwith after the occurrence of any adjustment in the Conversion Rate
pursuant to Section 4.6 hereof, the Corporation shall file with the transfer
agent of the Corporation for the Series A Preferred Shares a certificate
certifying as to the amount of such adjustment and, in reasonable detail, the
event requiring and the manner of computing such adjustment. The Corporation
shall also at such time give written notice to the holders of the Series A
Preferred Shares of the Conversion Rate following such adjustment.

5.      APPROVAL

5.1 The approval of the holders of the Series A Preferred Shares with respect to
any and all matters referred to herein may, subject to the provisions of the
Act, be given in writing by the holders of all of the Series A Preferred Shares
for the time being outstanding or by resolution duly passed and carried by at
least 50% of the votes cast on a poll at a meeting of the holders of the Series
A Preferred Shares duly called and held for the purpose of considering the
subject

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<Page>

matter of such resolution. If a meeting of the holders of the Series A Preferred
Shares is held to approve any matters as contemplated herein, a quorum for the
transaction of any business at such meeting shall be holders of not less than
50% of the Series A Preferred Shares then outstanding present in person or
represented by proxy, provided, however that if at any such meeting, when
originally held, the holders of at least 50% of the Series A Preferred Shares
then outstanding are not present in person or represented by proxy within 30
minutes after the time fixed for the meeting, then the meeting shall be
adjourned to such date, being not less than 15 days later, and to such time and
place as may be fixed by the chairman of such meeting and at such adjourned
meeting, the holders of Series A Preferred Shares present in person or
represented by proxy, whether or not they hold 50% of the Series A Preferred
Shares then outstanding, may transact the business for which the meeting was
originally called, and a resolution duly passed and carried by not less than 50%
of the votes cast on a poll at such adjourned meeting shall constitute the
approval of the holders of the Series A Preferred Shares hereinbefore mentioned.
Notice of any such original meeting of the holders of the Series A Preferred
Shares shall be given not less than 21 days nor more than 50 days prior to the
date fixed for such meeting and shall specify in general terms the purpose for
which the meeting is called. No notice of any such adjourned meeting need be
given unless such meeting is adjourned by one or more adjournments for an
aggregate of 30 days or more from the date of such original meeting, in which
latter case notice of the adjourned meeting shall be given in the manner
prescribed for the original meeting as aforesaid. The formalities to be observed
with respect to the giving of notice of any such original meeting or adjourned
meeting and the conduct thereof shall be those from time to time prescribed in
the by-laws of the Corporation with respect to the meetings of shareholders. On
every poll taken at any such original meeting or adjourned meeting, the holders
of Series A Preferred Shares present in person or represented by proxy shall be
entitled to 1 vote in respect of each Series A Preferred Shares held by each of
such holders respectively.

6.      REDEMPTION RIGHTS

6.1 The Series A Preferred Shares shall not be redeemable by the holder or the
Corporation and shall not be subject to purchase for cancellation rights by the
Corporation.



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