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                                                                  EXHIBIT 3.3

The second series of preference shares of the Corporation shall consist of
1,342,000 shares which shall be designated as Series B Preferred Shares (the
"Series B 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 preference shares of the
Corporation as a class, the Series B 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, the holders of the Series B
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 day 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 B Preferred Shares. If on any
dividend payment date, the dividend payable on such date is not paid in full on
all of the Series B 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 B
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 ("Common Shares") of the Corporation or in cash in United States
dollars. Each dividend paid in either cash or Common Shares shall be mailed to
the holders of record of the Series B Preferred Shares as their names and
addresses appear on the share register of the Corporation 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 (less any tax required to be withheld by the
Corporation) and the mailing of such cheque to any holder shall satisfy the
dividend represented thereby unless the cheque is 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 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 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 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


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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, 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 B
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 United States 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 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 B Preferred Shares shall be entitled to receive from the assets of the
Corporation, in cash, the sum of US$0.48 (the "Liquidation Preference Amount")
for each Series B 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 B Preferred Shares. After
payment to the holders of the Series B 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
rateably among the holders of the Series A Preferred Shares, the Series B
Preferred Shares and the Common Shares, with each Series B Preferred Share being
deemed, for such purpose, to be equal to the number of

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Common Shares, including fractions of a Common Share, into which such Series B
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 Article 2, unless the holders of 50% of the Series B 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 B 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 B 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
B 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 B Preferred Share is convertible in accordance with the
provisions of Article 4 hereof immediately prior to the close of business on the
record date fixed for such meeting of shareholders.

4.       CONVERSION

4.1 Subject as hereinafter provided, any holder of Series B Preferred Shares
shall be entitled at such holder's option at any time to have all or any of the
Series B 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 B 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 Corporation at its registered office or to the transfer
agent for the Series B Preferred

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Shares, if one is appointed, at its principal office in the City of Toronto,
Ontario, Canada, accompanied by the certificate or certificates for Series B
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 B Preferred Shares to be converted or
its duly authorized attorney and shall specify the number of Series B Preferred
Shares which the holder desires to have converted. Subject to Section 4.5
hereof, the conversion shall be effective upon receipt by the Corporation or the
said transfer agent of the notice of conversion accompanied by the certificate
or certificates representing the Series B Preferred Shares to be converted. Upon
the Corporation or the said transfer agent receiving such notice, the
Corporation or the said transfer agent 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 B
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, with signature guaranteed in a manner
satisfactory to the Corporation, 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 B 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 B
Preferred Shares represented by the original certificate which are not
converted.

4.3 The holder of any Series B 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 B Preferred Shares, the Corporation shall make no payment or adjustment
on account of any dividends on the Series B 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 B Preferred Shares to convert the same into Common Shares shall be deemed
to have been exercised, and the registered holders of Series B 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 B
Preferred Shares to be

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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 B 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.

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

        (i)     if, at any time while any Series B 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

                (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,

        (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;

        (ii) if, at any time while any Series B 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

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        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 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 Offered Shares issuable on the conversion of the
        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
        that record date;

        (iii) If, at any time while the Series B 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,

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        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 B
                Preferred Shares would be entitled to receive upon conversion of
                all of their outstanding Series B 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 B
                        Preferred Shares would be entitled to receive upon
                        conversion of all their outstanding Series B 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

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        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.

        (iv) If, at any time while the Series B 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 B Preferred Share who has not
        exercised its right to convert its Series B 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 B
        Preferred Shares) to which it was theretofore entitled upon conversion
        of the Series B 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 B Preferred Shares) to which immediately before the
        transaction it was entitled upon conversion of the Series B Preferred
        Shares; no Capital Reorganization shall be carried into effect unless
        all necessary steps shall have been taken so that the holders of Series
        B 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 B Preferred
Shares who exercise their conversion rights thereafter shall be entitled to
receive such shares as they would have received had the Series B 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 Section 4.6 and 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

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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 B 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 B 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 B 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; (ii) to any
conversion rights attaching to the Series A Preferred Shares; or (iii) 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 B 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 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 B 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 B 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 B
Preferred Shares, including the Conversion Rate, or

                                       9
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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 B 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 B 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 B Preferred Shares, if any, 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 B Preferred Shares of the Conversion Rate following such adjustment.

5.       APPROVAL

5.1 The approval of the holders of the Series B 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 B 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
B Preferred Shares duly called and held for the purpose of considering the
subject matter of such resolution. If a meeting of the holders of the Series B
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 B 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 B 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 B Preferred Shares present in person or
represented by proxy, whether or not they hold 50% of the Series B 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 B Preferred Shares hereinbefore mentioned.
Notice of any such original meeting of the holders of the Series B 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

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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 B
Preferred Shares present in person or represented by proxy shall be entitled to
one vote in respect of each Series B Preferred Shares held by each of such
holders respectively.

6.       REDEMPTION RIGHTS

6.1 The Series B Preferred Shares shall not be redeemable by the holder or the
Corporation.


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