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                                                                   EXHIBIT 10.24

                           GENERAL SECURITY AGREEMENT

1. SECURITY INTEREST

      (a)   For value received, the undersigned ("Debtor"), hereby grants to
            ROYAL BANK OF CANADA ("RBC"), a security interest (the "Security
            Interest") in the undertaking of Debtor and in all of Debtor's
            present and after acquired personal property including, without
            limitation, in all Goods (including all parts, accessories,
            attachments, special tools, additions and accessions thereto),
            Chattel Paper, Documents of Title (whether negotiable or not),
            Instruments, Intangibles, Money and Securities now owned or
            hereafter owned or acquired by or on behalf of Debtor (including
            such as may be returned to or repossessed by Debtor) and in all
            proceeds and renewals thereof, accretions thereto and substitutions
            therefore (hereinafter collectively called "Collateral"), and
            including, without limitation, all of the following now owned or
            hereafter owned or acquired by or on behalf of Debtor:

            (i)   all inventory of whatever kind and wherever situate;

            (ii)  all equipment (other than Inventory) of whatever kind and
                  wherever situate, including, without limitation, all
                  machinery, tools, apparatus, plant, furniture, fixtures and
                  vehicles of whatsoever nature or kind;

            (iii) all Accounts and book debts and generally all debts, dues,
                  claims, choses in action and demands of every nature and kind
                  howsoever arising or secured including letters of credit and
                  advices of credit, which are now due, owing or accruing or
                  growing due to or owned by or which may hereafter become due,
                  owing or accruing or growing due to or owned by Debtor
                  ("Debts");

            (iv)  all lists, records and files relating to Debtor's customers,
                  clients and patients;

            (v)   all deeds, documents, writings, papers, books of account and
                  other books relating to or being records of Debts, Chattel
                  Paper or Documents of Title or by which such are or may
                  hereafter be secured, evidenced, acknowledged or made payable;

            (vi)  all contractual rights and insurance claims;

            (vii) all patents, industrial designs, trade-marks, trade secrets
                  and know-how including without limitation environmental
                  technology and biotechnology, confidential information,
                  trade-names, goodwill, copyrights, personality rights, plant
                  breeders' rights, integrated circuit topographies, software
                  and all other forms of intellectual and industrial property,
                  and any registrations

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                  and applications for registration of any of the foregoing
                  (collectively "Intellectual Property"); and

            (viii) all property described in Schedule "C" or any schedule now or
                   hereafter annexed hereto.

      (b)   The Security Interest granted hereby shall not extend or apply to
            and Collateral shall not include the last day of the term of any
            lease or agreement therefor but upon the enforcement of the Security
            Interest, Debtor shall stand possessed of such last day in trust to
            assign the same to any person acquiring such term.

      (c)   The terms "Goods", "Chattel Paper", "Document of Title",
            "Instrument", "Intangible", "Security", "proceed", "Inventory",
            "accession", "Money", "Account", "financing statement" and
            "financing change statement" whenever used herein shall be
            interpreted pursuant to their respective meanings when used in The
            Personal Property Security Act of the province referred to in Clause
            14(s), as amended from time to time, which Act, including amendments
            thereto and any Act substituted therefor and amendments thereto is
            herein referred to as the "P.P.S.A.". Provided always that the term
            "Goods" when used herein shall not include "consumer goods" of
            Debtor as that term is defined in the P.P.S.A., and the term
            "Inventory" when used herein shall include livestock and the young
            thereof after conception and crops that become such within one year
            of execution of this Security Agreement. Any reference herein to
            "Collateral" shall, unless the context otherwise requires, be deemed
            a reference to "Collateral or any part thereof".

2. INDEBTEDNESS SECURED

The Security Interest granted hereby secures payment and performance of any and
all obligations, indebtedness and liability of Debtor to RBC (including interest
thereon) present or future, direct or indirect, absolute or contingent, matured
or not, extended or renewed, wheresoever and howsoever incurred and any ultimate
unpaid balance thereof and whether the same is from time to time reduced and
thereafter increased or entirely extinguished and thereafter incurred again and
whether Debtor be bound alone or with another or others and whether as principal
or surety (hereinafter collectively called the "Indebtedness"). If the Security
Interest in the Collateral is not sufficient, in the event of default, to
satisfy all Indebtedness of the Debtor, the Debtor acknowledges and agrees that
Debtor shall continue to be liable for any Indebtedness remaining outstanding
and RBC shall be entitled to pursue full payment thereof.

3. REPRESENTATIONS AND WARRANTIES OF DEBTOR

Debtor represents and warrants and so long as this Security Agreement remains in
effect shall be deemed to continuously represent and warrant that:

      (a)   the Collateral is genuine and owned by Debtor free of all security
            interests, mortgages, liens, claims, charges, licenses, leases,
            infringements by third parties, encumbrances or other adverse claims
            or interests (hereinafter collectively called "Encumbrances"), save
            for the Security Interest and those Encumbrances shown

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            on Schedule "A" or hereafter approved in writing by RBC, prior to
            their creation or assumption;

      (b)   all Intellectual Property applications and registrations are valid
            and in good standing and Debtor is the owner of the applications and
            registrations;

      (c)   each Debt, Chattel Paper and Instrument constituting Collateral is
            enforceable in accordance with its terms against the party obligated
            to pay the same (the "Account Debtor"), and the amount represented
            by Debtor to RBC from time to time as owing by each Account Debtor
            or by all Account Debtors will be the correct amount actually and
            unconditionally owing by such Account Debtor or Account Debtors,
            except for normal cash discounts where applicable, and no Account
            Debtor will have any defence, set off, claim or counterclaim against
            Debtor which can be asserted against RBC, whether in any proceeding
            to enforce Collateral or otherwise;

      (d)   the locations specified in Schedule "B" as to business operations
            and records are accurate and complete and with respect to Goods
            (including Inventory) constituting Collateral, the locations
            specified in Schedule "B" are accurate and complete save for Goods
            in transit to such locations and Inventory on lease or consignment;
            and all fixtures or Goods about to become fixtures and all crops and
            all oil, gas or other minerals to be extracted and all timber to be
            cut which forms part of the Collateral will be situate at one of
            such locations; and

      (e)   the execution, delivery and performance of the obligations under
            this Security Agreement and the creation of any security interest in
            or assignment hereunder of Debtor's rights in the Collateral to RBC
            will not result in a breach of any agreement to which Debtor is a
            party.

4. COVENANTS OF THE DEBTOR

So long as this Security Agreement remains in effect Debtor covenants and
agrees:

      (a)   to defend the Collateral against the claims and demands of all other
            parties claiming the same or an interest therein; to diligently
            initiate and prosecute legal action against all infringers of
            Debtor's rights in Intellectual Property; to take all reasonable
            action to keep the Collateral free from all Encumbrances, except for
            the Security Interest, licenses which are compulsory under federal
            or provincial legislation and those shown on Schedule "A" or
            hereafter approved in writing by RBC, prior to their creation or
            assumption, and not to sell, exchange, transfer, assign, lease,
            license or otherwise dispose of Collateral or any interest therein
            without the prior written consent of RBC; provided always that,
            until default, Debtor may, in the ordinary course of Debtor's
            business, sell or lease Inventory and, subject to Clause 7 hereof,
            use Money available to Debtor;

      (b)   to notify RBC promptly of:

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            (i)   any change in the information contained herein or in the
                  Schedules hereto relating to Debtor, Debtor's business or
                  Collateral,

            (ii)  the details of any significant acquisition of Collateral,

            (iii) the details of any claims or litigation affecting Debtor or
                  Collateral,

            (iv)  any loss or damage to Collateral,

            (v)   any default by any Account Debtor in payment or other
                  performance of its obligations with respect to Collateral, and

            (vi)  the return to or repossession by Debtor of Collateral;

      (c)   to keep Collateral in good order, condition and repair and not to
            use Collateral in violation of the provisions of this Security
            Agreement or any other agreement relating to Collateral or any
            policy insuring Collateral or any applicable statute, law, by-law,
            rule, regulation or ordinance; to keep all agreements, registrations
            and applications relating to Intellectual Property and intellectual
            property used by Debtor in its business in good standing and to
            renew all agreements and registrations as may be necessary or
            desirable to protect Intellectual Property, unless otherwise agreed
            in writing by RBC; to apply to register all existing and future
            copyrights, trade-marks, patents, integrated circuit topographies
            and industrial designs whenever it is commercially reasonable to do
            so;

      (d)   to do, execute, acknowledge and deliver such financing statements,
            financing change statements and further assignments, transfers,
            documents, acts, matters and things (including further schedules
            hereto) as may be reasonably requested by RBC of or with respect to
            Collateral in order to give effect to these presents and to pay all
            costs for searches and filings in connection therewith;

      (e)   to pay all taxes, rates, levies, assessments and other charges of
            every nature which may be lawfully levied, assessed or imposed
            against or in respect of Debtor or Collateral as and when the same
            become due and payable;

      (f)   to insure collateral in such amounts and against such risks as would
            customarily be insured by a prudent owner of similar Collateral and
            in such additional amounts and against such additional risks as RBC
            may from time to time direct, with loss payable to RBC and Debtor,
            as insureds, as their respective interests may appear, and to pay
            all premiums therefor and deliver copies of policies and evidence of
            renewal to RBC on request;

      (g)   to prevent Collateral, save Inventory sold or leased as permitted
            hereby, from being or becoming an accession to other property not
            covered by this Security Agreement;

      (h)   to carry on and conduct the business of Debtor in a proper and
            efficient manner and so as to protect and preserve Collateral and to
            keep, in accordance with

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            generally accepted accounting principles consistently applied,
            proper books of account for Debtor's business as well as accurate
            and complete records concerning Collateral, and mark any and all
            such records and Collateral at RBC's request so as to indicate the
            Security Interest;

      (i)   to deliver to RBC from time to time promptly upon request:

            (i)   any Documents of Title, Instruments, Securities and Chattel
                  Paper constituting, representing or relating to Collateral,

            (ii)  all books of account and all records, ledgers, reports,
                  correspondence, schedules, documents, statements, lists and
                  other writings relating to Collateral for the purpose of
                  inspecting, auditing or copying the same,

            (iii) all financial statements prepared by or for Debtor regarding
                  Debtor's business,

            (iv)  all policies and certificates of insurance relating to
                  Collateral, and

            (v)   such information concerning Collateral, the Debtor and
                  Debtor's business and affairs as RBC may reasonably request.

5. USE AND VERIFICATION OF COLLATERAL

Subject to compliance with Debtor's covenants contained herein and Clause 7
hereof, Debtor may, until default, possess, operate, collect, use and enjoy and
deal with Collateral in the ordinary course of Debtor's business in any manner
not inconsistent with the provisions hereof; provided always that RBC shall have
the right at any time and from time to time to verify the existence and state of
the Collateral in any manner RBC may consider appropriate and Debtor agrees to
furnish all assistance and information and to perform all such acts as RBC may
reasonably request in connection therewith and for such purpose to grant to RBC
or its agents access to all places where Collateral may be located and to all
premises occupied by Debtor.

6. SECURITIES

If Collateral at any time includes Securities, Debtor authorizes RBC to transfer
the same or any part thereof into its own name or that of its nominee(s) so that
RBC or its nominee(s) may appear of record as the sole owner thereof; provided
that, until default, RBC shall deliver promptly to Debtor all notices or other
communications received by it or its nominee(s) as such registered owner and,
upon demand and receipt of payment of any necessary expenses thereof, shall
issue to Debtor or its order a proxy to vote and take all action with respect to
such Securities. After default, Debtor waives all rights to receive any notices
or communications received by RBC or its nominee(s) as such registered owner and
agrees that no proxy issued by RBC to Debtor or its order as aforesaid shall
thereafter. be effective.

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7. COLLECTION OF DEBTS

Before or after default under this Security Agreement, RBC may notify all or any
Account Debtors of the Security Interest and may also direct such Account
Debtors to make all payments on Collateral to RBC. Debtor acknowledges that any
payments on or other proceeds of Collateral received by Debtor from Account
Debtors, whether before or after notification of this Security Interest to
Account Debtors and whether before or after default under this Security
Agreement, shall be received and held by Debtor in trust for RBC and shall be
turned over to RBC upon request.

8. INCOME FROM AND INTEREST ON COLLATERAL

      (a)   Until default, Debtor reserves the right to receive any Money
            constituting income from or interest on Collateral and if RBC
            receives any such Money prior to default, RBC shall either credit
            the same against the Indebtedness or pay the same promptly to
            Debtor.

      (b)   After default, Debtor will not request or receive any Money
            constituting income from or interest on Collateral and if Debtor
            receives any such Money without any request by it, Debtor will pay
            the same promptly to RBC.

9. INCREASES, PROFITS, PAYMENTS OR DISTRIBUTIONS

      (a)   Whether or not default has occurred, Debtor authorizes RBC:

            (i)   to receive any increase in or profits on Collateral (other
                  than Money) and to hold the same as part of Collateral. Money
                  so received shall be treated as income for the purposes of
                  Clause 8 hereof and dealt with accordingly;

            (ii)  to receive any payment or distribution upon redemption or
                  retirement or upon dissolution and liquidation of the issuer
                  of Collateral; to surrender such Collateral in exchange
                  therefor and to hold any such payment or distribution as part
                  of Collateral.

      (b)   If Debtor receives any such increase or profits (other than. Money)
            or payments or distributions, Debtor will deliver the same promptly
            to RBC to be held by RBC as herein provided.

10. DISPOSITION OF MONEY

Subject to any applicable requirements of the P.P.S.A., all Money collected or
received by RBC pursuant to or in exercise of any right it possesses with
respect to Collateral shall be applied on account of Indebtedness in such manner
as RBC deems best or, at the option of RBC, may be held unappropriated in a
collateral account or released to Debtor, all without prejudice to the liability
of Debtor or the rights of RBC hereunder, and any surplus shall be accounted for
as required by law.

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11. EVENTS OF DEFAULT

The happening of any of the following events or conditions shall constitute
default hereunder which is herein referred to as "default":

      (a)   the nonpayment when due, whether by acceleration or otherwise, of
            any principal or interest forming part of Indebtedness or the
            failure of Debtor to observe or perform any obligation, covenant,
            term, provision or condition contained in this Security Agreement or
            any other agreement between Debtor and RBC;

      (b)   the death of or a declaration of incompetency by a court of
            competent jurisdiction with respect to Debtor, if an individual;

      (c)   the bankruptcy or insolvency of Debtor; the filing against Debtor of
            a petition in bankruptcy; the making of an assignment for the
            benefit of creditors by Debtor; the appointment of a receiver or
            trustee for Debtor or for any assets of Debtor or the institution by
            or against Debtor of any other type of insolvency proceeding under
            the Bankruptcy and Insolvency Act or otherwise;

      (d)   the institution by or against Debtor of any formal or informal
            proceeding for the dissolution or liquidation of, settlement of
            claims against or winding up of affairs of Debtor;

      (e)   if any Encumbrance affecting Collateral becomes enforceable against
            Collateral;

      (f)   if Debtor ceases or threatens to cease to carry on business or makes
            or agrees to make a bulk sale of assets without complying with
            applicable law or commits or threatens to commit an act of
            bankruptcy;

      (g)   if any execution, sequestration, extent or other process of any
            court becomes enforceable against Debtor or if distress or analogous
            process is levied upon the assets of Debtor or any part thereof;

      (h)   if any certificate, statement, representation, warranty or audit
            report heretofore or hereafter furnished by or on behalf of Debtor
            pursuant to or in connection with this Security Agreement, or
            otherwise (including, without limitation, the representations and
            warranties contained herein) or as an inducement to RBC to extend
            any credit to or to enter into this or any other agreement with
            Debtor, proves to have been false in any material respect at the
            time as of which the facts therein set forth were stated or
            certified, or proves to have omitted any substantial contingent or
            unliquidated liability or claim against Debtor; or if upon the date
            of execution of this Security Agreement, there shall have been any
            material adverse change in any of the facts disclosed by any such
            certificate, representation, statement, warranty or audit report,
            which change shall not have been disclosed to RBC at or prior to the
            time of such execution.

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12. ACCELERATION

RBC, in its sole discretion, may declare all or any part of Indebtedness which
is not by its terms payable on demand to be immediately due and payable, without
demand or notice of any kind, in the event of default, or if RBC considers
itself insecure or that the Collateral is in jeopardy. The provisions of this
clause are not intended in any way to affect any rights of RBC with respect to
any Indebtedness which may now or hereafter be payable on demand.

13. REMEDIES

      (a)   Upon default, RBC may appoint or reappoint by instrument in writing,
            any person or persons, whether an officer or officers or an employee
            or employees of RBC or not, to be a receiver or receivers
            (hereinafter called a "Receiver", which term when used herein shall
            include a receiver and manager) of Collateral (including any
            interest, income or profits therefrom) and may remove any Receiver
            so appointed and appoint another in his/her stead. Any such Receiver
            shall, so far as concerns responsibility for his/her acts, be deemed
            the agent of Debtor and not RBC, and RBC shall not be in any way
            responsible for any misconduct, negligence or non-feasance on the
            part of any such Receiver, his/her servants, agents or employees.
            Subject to the provisions of the instrument appointing him/her, any
            such Receiver shall have power to take possession of Collateral, to
            preserve Collateral or its value, to carry on or concur in carrying
            on all or any part of the business of Debtor and to sell, lease,
            license or otherwise dispose of or concur in selling, leasing,
            licensing or otherwise disposing of Collateral. To facilitate the
            foregoing powers, any such Receiver may, to the exclusion of all
            others, including Debtor, enter upon, use and occupy all premises
            owned or occupied by Debtor wherein Collateral may be situate,
            maintain Collateral upon such premises, borrow money on a secured or
            unsecured basis and use Collateral directly in carrying on Debtor's
            business or as security for loans or advances to enable the Receiver
            to carry on Debtor's business or otherwise, as such Receiver shall,
            in its discretion, determine. Except as may be otherwise directed by
            RBC, all Money received from time to time by such Receiver in
            carrying out his/her appointment shall be received in trust for and
            paid over to RBC. Every such Receiver may, in the discretion of RBC,
            be vested with all or any of the rights and powers of RBC.

      (b)   Upon default, RBC may, either directly or through its agents or
            nominees, exercise any or all of the powers and rights given to a
            Receiver by virtue of the foregoing sub-clause (a).

      (c)   RBC may take possession of, collect, demand, sue on, enforce,
            recover and receive Collateral and give valid and binding receipts
            and discharges therefor and in respect thereof and, upon default,
            RBC may sell, license, lease or otherwise dispose of Collateral in
            such manner, at such time or times and place or places, for such
            consideration and upon such terms and conditions as to RBC may seem
            reasonable.

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      (d)   In addition to those rights granted herein and in any other
            agreement now or hereafter in effect between Debtor and RBC and in
            addition to any other rights RBC may have at law or in equity, RBC
            shall have, both before and after default, all rights and remedies
            of a secured party under the P.P.S.A. Provided always, that RBC
            shall not be liable or accountable for any failure to exercise its
            remedies, take possession of, collect, enforce, realize, sell,
            lease, license or otherwise dispose of Collateral or to institute
            any proceedings for such purposes. Furthermore, RBC shall have no
            obligation to take any steps to preserve rights against prior
            parties to any Instrument or Chattel Paper whether Collateral or
            proceeds and whether or not in RBC's possession and shall not be
            liable or accountable for failure to do so.

      (e)   Debtor acknowledges that RBC or any Receiver appointed by it may
            take possession of Collateral wherever it may be located and by any
            method permitted by law and Debtor agrees upon request from RBC or
            any such Receiver to assemble and deliver possession of Collateral
            at such place or places as directed.

      (f)   Debtor agrees to be liable for and to pay all costs, charges and
            expenses reasonably incurred by RBC or any Receiver appointed by it,
            whether directly or for services rendered (including reasonable
            solicitors and auditors costs and other legal expenses and Receiver
            remuneration), in operating Debtor's accounts, in preparing or
            enforcing this Security Agreement, taking and maintaining custody
            of, preserving, repairing, processing, preparing for disposition and
            disposing of Collateral and in enforcing or collecting Indebtedness
            and all such costs, charges and expenses, together with any amounts
            owing as a result of any borrowing by RBC or any Receiver appointed
            by it, as permitted hereby, shall be a first charge on the proceeds
            of realization, collection or disposition of Collateral and shall be
            secured hereby.

      (g)   RBC will give Debtor such notice, if any, of the date, time and
            place of any public sale or of the date after which any private
            disposition of Collateral is to be made as may be required by the
            P.P.S.A.

      (h)   Upon default and receiving written demand from RBC, Debtor shall
            take such further action as may be necessary to evidence and effect
            an assignment or licensing of Intellectual Property to whomever RBC
            directs, including to RBC. Debtor appoints any officer or director
            or branch manager of RBC upon default to be its attorney in
            accordance with applicable legislation with full power of
            substitution and to do on Debtor's behalf anything that is required
            to assign, license or transfer, and to record any assignment,
            licence or transfer of the Collateral. This power of attorney, which
            is coupled with an interest, is irrevocable until the release or
            discharge of the Security Interest.

14. MISCELLANEOUS

      (a)   Debtor hereby authorizes RBC to file such financing statements,
            financing change statements and other documents and do such acts,
            matters and things (including

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                                      -10-

            completing and adding schedules hereto identifying Collateral or any
            permitted Encumbrances affecting Collateral or identifying the
            locations at which Debtor's business is carried on and Collateral
            and records relating thereto are situate) as RBC may deem
            appropriate to perfect on an ongoing basis and continue the Security
            Interest, to protect and preserve Collateral and to realize upon the
            Security Interest and Debtor hereby irrevocably constitutes and
            appoints the Manager or Acting Manager from time to time of the
            herein mentioned branch of RBC the true and lawful attorney of
            Debtor, with full power of substitution, to do any of the foregoing
            in the name of Debtor whenever and wherever it may be deemed
            necessary or expedient.

      (b)   Without limiting any other right of RBC, whenever Indebtedness is
            immediately due and payable or RBC has the right to declare
            Indebtedness to be immediately due and payable (whether or not it
            has so declared), RBC may, in its sole discretion, set off against
            Indebtedness any and all amounts then owed to Debtor by RBC in any
            capacity, whether or not due, and RBC shall be deemed to have
            exercised such right to set off immediately at the time of making
            its decision to do so even though any charge therefor is made or
            entered on RBC's records subsequent thereto.

      (c)   Upon Debtor's failure to perform any of its duties hereunder, RBC
            may, but shall not be obligated to, perform any or all of such
            duties, and Debtor shall pay to RBC, forthwith upon written demand
            therefor, an amount equal to the expense incurred by RBC in so doing
            plus interest thereon from the date such expense is incurred until
            it is paid at the rate of 15% per annum.

      (d)   RBC may grant extensions of time and other indulgences, take and
            give up security, accept compositions, compound, compromise, settle,
            grant releases and discharges and otherwise deal with Debtor,
            debtors of Debtor, sureties and others and with Collateral and other
            security as RBC may see fit without prejudice to the liability of
            Debtor or RBC's right to hold and realize the Security Interest.
            Furthermore, RBC may demand, collect and sue on Collateral in either
            Debtor's or RBC's name, at RBC's option, and may endorse Debtor's
            name on any and all cheques, commercial paper, and any other
            Instruments pertaining to or constituting Collateral.

      (e)   No delay or omission by RBC in exercising any right or remedy
            hereunder or with respect to any Indebtedness shall operate as a
            waiver thereof or of any other right or remedy, and no single or
            partial exercise thereof shall preclude any other or further
            exercise thereof or the exercise of any other right or remedy.
            Furthermore, RBC may remedy any default by Debtor hereunder or with
            respect to any Indebtedness in any reasonable manner without waiving
            the default remedied and without waiving any other prior or
            subsequent default by Debtor. All rights and remedies of RBC granted
            or recognized herein are cumulative and may be exercised at any time
            and from time to time independently or in combination.

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      (f)   Debtor waives protest of any Instrument constituting Collateral at
            any time held by RBC on which Debtor is in any way liable and,
            subject to Clause 13(g) hereof, notice of any other action taken by
            RBC.

      (g)   This Security Agreement shall enure to the benefit of and be binding
            upon the parties hereto and their respective heirs, executors,
            administrators, successors and assigns. In any action brought by an
            assignee of this Security Agreement and the Security Interest or any
            part thereof to enforce any rights hereunder, Debtor shall not
            assert against the assignee any claim or defence which Debtor now
            has or hereafter may have against RBC. If more than one Debtor
            executes this Security Agreement the obligations of such Debtors
            hereunder shall be joint and several.

      (h)   RBC may provide any financial and other information it has about
            Debtor, the Security Interest and the Collateral to any one
            acquiring or who may acquire an interest in the Security Interest or
            the Collateral from the Bank or any one acting on behalf of the
            Bank.

      (i)   Save for any schedules which may be added hereto pursuant to the
            provisions hereof, no modification, variation or amendment of any
            provision of this Security Agreement shall be made except by a
            written agreement, executed by the parties hereto and no waiver of
            any provision hereof shall be effective unless in writing.

      (j)   Subject to the requirements of Clauses 13(g) and 14(k) hereof,
            whenever either party hereto is required or entitled to notify or
            direct the other or to make a demand or request upon the other, such
            notice, direction, demand or request shall be in writing and shall
            be sufficiently given, in the case of RBC, if delivered to it or
            sent by prepaid registered mail addressed to it at its address
            herein set forth or as changed pursuant hereto, and, in the case of
            Debtor, if delivered to it or if sent by prepaid registered mail
            addressed to it at its last address known to RBC. Either party may
            notify the other pursuant hereto of any change in such party's
            principal address to be used for the purposes hereof.

      (k)   This Security Agreement and the security afforded hereby is in
            addition to and not in substitution for any other security now or
            hereafter held by RBC and is intended to be a continuing Security
            Agreement and shall remain in full force and effect until the
            Manager or Acting Manager from time to time of the herein mentioned
            branch of RBC shall actually receive written notice of its
            discontinuance; and, notwithstanding such notice, shall remain in
            full force and effect thereafter until all Indebtedness contracted
            for or created before the receipt of such notice by RBC, and any
            extensions or renewals thereof (whether made before or after receipt
            of such notice) together with interest accruing thereon after such
            notice, shall be paid in full.

      (l)   The headings used in this Security Agreement are for convenience
            only and are not be considered a part of this Security Agreement and
            do not in any way limit or amplify the terms and provisions of this
            Security Agreement.

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      (m)   When the context so requires, the singular number shall be read as
            if the plural were expressed and the provisions hereof shall be read
            with all grammatical changes necessary dependent upon the person
            referred to being a male, female, firm or corporation.

      (n)   In the event any provisions of this Security Agreement, as amended
            from time to time, shall be deemed invalid or void, in whole or in
            part, by any Court of competent jurisdiction, the remaining terms
            and provisions of this Security Agreement shall remain in full force
            and effect.

      (o)   Nothing herein contained shall in any way obligate RBC to grant,
            continue, renew, extend time for payment of or accept anything which
            constitutes or would constitute Indebtedness.

      (p)   The Security Interest created hereby is intended to attach when this
            Security Agreement is signed by Debtor and delivered to RBC.

      (q)   Debtor acknowledges and agrees that in the event it amalgamates with
            any other company or companies it is the intention of the parties
            hereto that the term "Debtor" when used herein shall apply to each
            of the amalgamating companies and to the amalgamated company, such
            that the Security Interest granted hereby:

            (i)   shall extend to "Collateral" (as that term is herein defined)
                  owned by each of the amalgamating companies and the
                  amalgamated company at the time of amalgamation and to any
                  "Collateral" thereafter owned or acquired by the amalgamated
                  company, and

            (ii)  shall secure the "Indebtedness" (as that term is herein
                  defined) of each of the amalgamating companies and the
                  amalgamated company to RBC at the time of amalgamation and any
                  "Indebtedness" of the amalgamated company to RBC thereafter
                  arising. The Security Interest shall attach to "Collateral"
                  owned by each company amalgamating with Debtor, and by the
                  amalgamated company, at the time of the amalgamation, and
                  shall attach to any "Collateral" thereafter owned or acquired
                  by the amalgamated company when such becomes owned or is
                  acquired.

<PAGE>

                                      -13-

      (r)   In the event that Debtor is a body corporate, it is hereby agreed
            that The Limitation of Civil Rights Act of the Province of
            Saskatchewan, or any provision thereof, shall have no application to
            this Security Agreement or any agreement or instrument renewing or
            extending or collateral to this Security Agreement. In the event
            that Debtor is an agricultural corporation within the meaning of The
            Saskatchewan Farm Security Act, Debtor agrees with RBC that all of
            Part IV (other than Section 46) of that Act shall not apply to
            Debtor.

      (s)   This Security Agreement and the transactions evidenced hereby shall
            be governed by and construed in accordance with the laws of the
            province in which the herein mentioned branch of RBC is located, as
            those laws may from time to time be in effect, including where
            applicable, the P.P.S.A.

15. COPY OF AGREEMENT

      (a)   Debtor hereby acknowledges receipt of a copy of this Security
            Agreement.

      (b)   Debtor waives Debtor's right to receive a copy of any financing
            statement or financing change statement registered by RBC or of any
            verification statement with respect to any financing statement or
            financing change statement registered by RBC. (Applies in all
            P.P.S.A. Provinces except Ontario).

16. Debtor represents and warrants that the following information is accurate:

INDIVIDUAL DEBTOR
SURNAME (LAST NAME)           FIRST NAME  SECOND NAME    BIRTH DATE
                                                       YEAR MONTH DAY

ADDRESS OF INDIVIDUAL DEBTOR     CITY      PROVINCE      POSTAL CODE

SURNAME (LAST NAME)           FIRST NAME  SECOND NAME    BIRTH DATE
                                                       YEAR MONTH DAY

ADDRESS OF INDIVIDUAL (IF        CITY      PROVINCE      POSTAL CODE
DIFFERENT FROM ABOVE)

BUSINESS DEBTOR

NAME OF BUSINESS DEBTOR

ASPREVA PHARMACEUTICALS CORPORATION

ADDRESS OF BUSINESS DEBTOR       CITY       PROVINCE     POSTAL CODE

1201 4464 MARKHAM STREET       VICTORIA       BC          V8Z 7X8

<PAGE>

                                      -14-

TRADE NAME (IF APPLICABLE)

TRADE NAME OF DEBTOR

PRINCIPAL ADDRESS (IF            CITY       PROVINCE     POSTAL CODE
DIFFERENT FROM ABOVE)

IN WITNESS WHEREOF Debtor has executed this Security Agreement this 28th day of
April, 2004.

                              ASPREVA PHARMACEUTICALS CORPORATION

                              /s/ RICHARD GLICKMAN
                              -------------------------- [SEAL]
____________________________
WITNESS

                              /s/ BRUCE COUSINS
                              -------------------------- [SEAL]
____________________________
WITNESS

BRANCH ADDRESS
GREATER VICTORIA BUSINESS BANKING CENTRE
2ND FL 707 FORT ST
VICTORIA, BC
V8W 3G3

<PAGE>

                                  SCHEDULE "A"

                       (ENCUMBRANCES AFFECTING COLLATERAL)

<PAGE>

                                  SCHEDULE "B"

1.    Locations of Debtor's Business Operations

      1201 4464 MARKHAM STREET, VICTORIA, BC

2.    Locations of Records relating to Collateral (if different from 1. above)

3.    Locations of Collateral (if different from 1. above)

<PAGE>

                                  SCHEDULE "C"

                            (DESCRIPTION OF PROPERTY)