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                                                                     Exhibit 4.1


                                    QLT INC.

             AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT

                            dated as of April 8, 2005

                                     Between

                                    QLT Inc.

                                       And

                      Computershare Trust Company of Canada

                                 As Rights Agent

    (amending and restating the Rights Plan Agreement dated March 17, 2002 as
                      amended and restated April 8, 2002)

<PAGE>

                           QLT SHAREHOLDER RIGHTS PLAN

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
ARTICLE 1    - INTERPRETATION...............................................................................     3
    1.1      DEFINITIONS....................................................................................     3
    1.2      CURRENCY.......................................................................................    17
    1.3      GRANDFATHER PROVISION..........................................................................    17
    1.4      HOLDER.........................................................................................    17
    1.5      ACTING IN GOOD FAITH...........................................................................    17
    1.6      ACTING JOINTLY OR IN CONCERT...................................................................    18
    1.7      HEADINGS AND REFERENCES........................................................................    18
    1.8      SINGULAR, PLURAL ETC...........................................................................    18
    1.9      SCHEDULE.......................................................................................    18

ARTICLE 2    - THE RIGHTS...................................................................................    18
    2.1      LEGEND ON CERTIFICATES.........................................................................    18
    2.2      INITIAL EXERCISE PRICE; EXERCISE OF RIGHTS; DETACHMENT OF RIGHTS...............................    19
    2.3      ADJUSTMENTS TO EXERCISE PRICE; NUMBER OF RIGHTS................................................    22
    2.4      DATE ON WHICH EXERCISE IS EFFECTIVE............................................................    27
    2.5      EXECUTION, AUTHENTICATION, DELIVERY AND DATING OF RIGHTS CERTIFICATES..........................    27
    2.6      REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE............................................    28
    2.7      MUTILATED, DESTROYED, LOST AND STOLEN RIGHTS CERTIFICATES......................................    29
    2.8      PERSONS DEEMED OWNERS..........................................................................    29
    2.9      DELIVERY AND CANCELLATION OF CERTIFICATES......................................................    30
    2.10     AGREEMENT OF RIGHTS HOLDERS....................................................................    30
    2.11     RIGHTS HELD BY THE CORPORATION AND SUBSIDIARIES................................................    31

ARTICLE 3    - ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS...............................    31
    3.1      FLIP-IN EVENT..................................................................................    31

ARTICLE 4    - THE RIGHTS AGENT.............................................................................    33
    4.1      GENERAL........................................................................................    33
    4.2      MERGER, AMALGAMATION OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT........................    34
    4.3      DUTIES OF RIGHTS AGENT.........................................................................    34
    4.4      CHANGE OF RIGHTS AGENT.........................................................................    36

ARTICLE 5    - MISCELLANEOUS................................................................................    37
    5.1      REDEMPTION AND WAIVER..........................................................................    37
    5.2      EXPIRATION.....................................................................................    39
    5.3      ISSUANCE OF NEW RIGHTS CERTIFICATES............................................................    39
</TABLE>

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<TABLE>
<S>                                                                                                            <C>
    5.4      SUPPLEMENTS AND AMENDMENTS.....................................................................    40
    5.5      FRACTIONAL RIGHTS AND FRACTIONAL SHARES........................................................    41
    5.6      RIGHTS OF ACTION...............................................................................    42
    5.7      HOLDER OF RIGHTS NOT DEEMED A SHAREHOLDER......................................................    42
    5.8      NOTICE OF PROPOSED ACTIONS.....................................................................    42
    5.9      NOTICES........................................................................................    43
    5.10     COSTS OF ENFORCEMENT...........................................................................    43
    5.11     SUCCESSORS.....................................................................................    44
    5.12     BENEFITS OF THIS AGREEMENT.....................................................................    44
    5.13     GOVERNING LAW..................................................................................    44
    5.14     COUNTERPARTS...................................................................................    44
    5.15     SEVERABILITY...................................................................................    44
    5.16     EFFECTIVE DATE.................................................................................    44
    5.17     PARAGRAPH INTENTIONALLY DELETED................................................................    45
    5.18     DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS...........................................    45
    5.19     DECLARATION AS TO NON-CANADIAN AND NON-U.S. HOLDERS............................................    45
    5.20     TIME OF ESSENCE................................................................................    46

    Exhibit A - Form of Rights Certificate
    Exhibit 1 - Form of Election to Exercise
    Exhibit 2 - Form of Assignment
</TABLE>

<PAGE>

           QLT AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT

            THIS AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT was made
as of the 8 day of April, 2005 (amending and restating the Shareholder Rights
Plan Agreement of the Corporation dated March 17, 2002 as amended and restated
April 8, 2002).

BETWEEN:

            QLT INC., a corporation amalgamated under the laws of the Province
            of British Columbia.

            (the "CORPORATION")

                                                             OF THE FIRST PART

AND:

            COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing
            under the laws of Canada.

            (the "RIGHTS AGENT")

                                                            OF THE SECOND PART

            WHEREAS, the term of the amended and restated shareholder rights
plan agreement of the Corporation, initially adopted by the Board of Directors
of the Corporation on March 17, 1992 and subsequently confirmed by shareholders
at the annual general meetings of the Corporation held on April 28, 1992 and May
12, 1997, respectively, expires on March 17, 2002 (the "ORIGINAL QLT RIGHTS
PLAN");

            AND WHEREAS the Board of Directors of the Corporation had determined
that it was advisable to adopt a shareholder rights plan effective March 17,
2002, to replace the Original QLT Rights Plan, inter alia, in order to:

      (a)   facilitate the maximization of shareholder values if a substantial
            portion of the Voting Shares or the assets of the Corporation are to
            be acquired by any Person;

      (b)   protect the Corporation and its shareholders from abusive
            acquisition tactics or acquisitions which may not be in the best
            interests of the Corporation and its shareholders; and

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                                       -2-

      (c)   provide a framework in which appropriate take-over bids for the
            Corporation can be put before its shareholders in a fair and proper
            manner so that its shareholders can make a fully informed decision
            with respect to such take-over bids;

            AND WHEREAS the Board of Directors of the Corporation has been
advised that, based upon the experiences of other corporations and taking into
account the circumstances of the Corporation itself, the adoption of the Rights
Plan will assist the Corporation to achieve the intended results;

            AND WHEREAS it is not the intention of the Board of Directors of the
Corporation to adopt the Rights Plan as a means of preventing or deterring any
Person from seeking to acquire the Voting Shares or the assets of the
Corporation, provided they do so in a manner that is fair to all shareholders,
or of foreclosing the ability of the Board of Directors of the Corporation to
take any action that in its discretion considers reasonable in the circumstances
of any such transaction having regard for the best interests of the Company and
its shareholders;

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

      (a)   authorized and declared effective immediately following the Close of
            Business on March 17, 2002 a distribution of one right (a "RIGHT")
            in respect of each Common Share outstanding at the Close of Business
            on March 17, 2002 (the "RECORD TIME"); and

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

            AND WHEREAS each Right entitles the holder thereof, after the
Separation Time but before the Expiration Time, to purchase securities of the
Corporation (or, in certain cases, of certain other entities) pursuant to the
terms and subject to the conditions set forth herein;

            AND WHEREAS the Corporation desires to appoint the Rights Agent to
act, on behalf of the Corporation and the holders of Rights, and the Rights
Agent is willing to so act, in connection with the issuance, transfer, exchange
and replacement of Rights Certificates (as hereafter defined), the exercise of
Rights and other matters referred to herein;

            AND WHEREAS the board of directors of the Corporation has determined
that it is advisable to amend and restate, effective April 8, 2005, the
shareholder rights plan adopted effective March 17, 2002 and amended and
restated as of April 8, 2002 (the shareholder rights plan as amended and
restated herein referred to as the "RIGHTS PLAN" or this "Agreement");

            NOW, THEREFORE, in consideration of the premises and the respective
agreements set forth herein, the parties hereto hereby agree as follows:

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                                       -3-

                          ARTICLE 1 - INTERPRETATION

1.1 DEFINITIONS

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

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

            (i)   the Corporation or any Subsidiary or Affiliate;

            (ii)  any Person who becomes the Beneficial Owner of 20% or more of
                  the outstanding Voting Shares of the Corporation (after the
                  Record Time and such Person's Beneficial Ownership does not
                  exceed the number of Voting Shares Beneficially Owned by such
                  Person immediately prior to the Record Time) other than as a
                  result of any one or a combination of:

                  (A)   acquisitions or redemptions by the Corporation of Voting
                        Shares of the Corporation which, by reducing the number
                        of Voting Shares outstanding, increases the
                        proportionate number of Voting Shares Beneficially Owned
                        by such Person to 20% or more of the Voting Shares of
                        the Corporation then outstanding ("VOTING SHARE
                        REDUCTIONS");

                  (B)   share acquisitions made pursuant to a Permitted Bid or a
                        Competing Permitted Bid ("PERMITTED BID ACQUISITIONS");

                  (C)   share acquisitions (1) in respect of which the Board of
                        Directors of the Corporation has waived the application
                        of Section 3.1 pursuant to the provisions of subsections
                        5.1(b), 5.1(c) or 5.1(d); or (2) which were made prior
                        to the Original Record Time; or (3) pursuant to an
                        amalgamation, merger or other statutory procedure
                        requiring shareholder approval ("EXEMPT ACQUISITION");

                  (D)   the acquisition of Voting Shares upon the exercise of
                        Convertible Securities received by such Person pursuant
                        to a Permitted Bid Acquisition, Exempt Acquisition or a
                        Pro Rata Acquisition (as defined below) ("CONVERTIBLE
                        SECURITY ACQUISITIONS"); or

                  (E)   a Pro-rata Acquisition;

                  provided, however, that if a Person shall become the
                  Beneficial Owner of 20% or more of the Voting Shares of the
                  Corporation then outstanding by reason of any one or a
                  combination of (i) Permitted Bid Acquisitions, (ii) Voting
                  Share Reductions, (iii) Exempt Acquisitions, (iv) Convertible
                  Security Acquisitions, or (v) Pro-rata Acquisitions and, after
                  such Permitted Bid Acquisitions, Voting Share Reductions,
                  Exempt
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                                       -4-

                  Acquisitions, Convertible Security Acquisitions or Pro-rata
                  Acquisitions, such Person is, at the time such Person becomes
                  the Beneficial Owner of 20% or more of the outstanding Voting
                  Shares, or becomes, at any time thereafter while such Person
                  is the Beneficial Owner of 20% or more of the Voting Shares of
                  the Corporation then outstanding, the Beneficial Owner of any
                  additional Voting Shares constituting more than 1% of the
                  Voting Shares then outstanding of the Corporation (other than
                  pursuant to any one or combination of Permitted Bid
                  Acquisitions, Voting Share Reductions, Exempt Acquisitions,
                  Convertible Security Acquisitions or Pro-rata Acquisitions)
                  then as of the date such Person becomes the Beneficial Owner
                  of 20% or more of the outstanding Voting Shares while holding
                  such additional Voting Shares, or becomes the beneficial
                  holder of such additional Voting Shares, while the Beneficial
                  Owner of 20% or more of the Voting Shares, as the case may be,
                  such Person shall be deemed to be an "ACQUIRING PERSON";

            (iii) for the period of 10 days after the Disqualification Date (as
                  hereinafter defined), any Person who becomes the Beneficial
                  Owner of 20% or more of the outstanding Voting Shares of the
                  Corporation as a result of such Person becoming disqualified
                  from relying on paragraph 1.1(g)(v) hereof solely because such
                  Person has made or proposes to make a tender or exchange offer
                  or Take-over Bid in respect of securities of the Corporation
                  alone or by acting jointly or in concert with any other
                  Person; the first date of public announcement (which, for
                  purposes of this definition, shall include, without
                  limitation, a report filed pursuant to Sections 101 and 102 of
                  the Securities Act (Ontario), Section 111 of the Securities
                  Act (British Columbia) or Section 13(d) under the 1934
                  Exchange Act) by such Person or the Corporation of the intent
                  to commence such a tender or exchange offer or Take-over Bid
                  (or pursuant to any comparable or successor laws, rules or
                  regulations) being herein referred to as the "DISQUALIFICATION
                  DATE"; or

            (iv)  an underwriter or member of a banking or selling group that
                  becomes the Beneficial Owner of 20% or more of the Voting
                  Shares in connection with a distribution of securities by way
                  of prospectus or private placement.

      (b)   "ADJUSTED EXERCISE PRICE" means the price at which a holder may
            purchase the securities issuable upon exercise of Rights pursuant to
            the terms of paragraph 3.1(a)(ii) which, until adjustment thereof in
            accordance with the terms hereof, shall be equal to the Exercise
            Price multiplied by a fraction in which:

            (i)   the numerator is the number of Shares per Right that may be
                  purchased pursuant to paragraph 3.1(a)(ii); and

            (ii)  the denominator is the number of Shares per Right that could
                  have been purchased pursuant to paragraph 3.1(a)(i) in the
                  event that there had been sufficient authorized but unissued
                  Common Shares to permit each holder

<PAGE>
                                       -5-

                  of a Right (other than an Acquiring Person or a transferee of
                  the kind described in paragraph 3.1(b)(ii)) to purchase the
                  number of Common Shares to which they would have been entitled
                  under paragraph 3.1(a)(i);

      (c)   "ADJUSTMENT FACTOR" shall mean a fraction in which:

            (i)   the numerator is equal to the Corporation's authorized but
                  unissued Voting Shares; and

            (ii)  the denominator is equal to the Corporation's issued and
                  outstanding Voting Shares minus those Voting Shares that the
                  Acquiring Person Beneficially owns;

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

      (e)   "AGREEMENT" means this Rights Plan as amended, modified or
            supplemented from time to time;

      (f)   "ASSOCIATE" shall mean, when used to indicate a relationship with a
            specified Person, (i) a spouse of that Person, (ii) any Person of
            the same or opposite sex with whom that Person is living in a
            conjugal relationship outside marriage, (iii) any relative of that
            Person if that relative has the same residence as that Person or
            (iv) any relative of such spouse or other Person referred to in the
            immediately preceding clauses (i), (ii) or (iii) above, if that
            relative has the same residence as the specified Person;

      (g)   Subject to Section 1.3, a Person shall be deemed the "BENEFICIAL
            OWNER", and to have "BENEFICIAL OWNERSHIP", of, and to "BENEFICIALLY
            OWN":

            (i)   any securities of which such Person or any such Person's
                  Affiliates or Associates is an owner at law or in equity,

            (ii)  any securities as to which such Person or any of such Person's
                  Affiliates or Associates has

                  (A)   the right to acquire upon the exercise of Convertible
                        Securities; or

                  (B)   the right to acquire pursuant to any agreement,
                        arrangement, pledge or understanding,

            in either case where such right is exercisable within 60 days and
            whether or not on condition or the happening of any contingency
            (other than customary agreements with and between underwriters and
            banking group or selling group members with respect to a
            distribution of securities and other than pledges of securities in
            the ordinary course of business), or

<PAGE>
                                       -6-

            (iii) any securities which are Beneficially Owned, directly or
                  indirectly, within the meaning of paragraphs 1.1(g)(i) or (ii)
                  by any other Person with which such Person or any of such
                  Person's Affiliates or Associates is acting jointly or in
                  concert;

            provided, however, that a Person shall not be deemed the "BENEFICIAL
            OWNER", or to have "BENEFICIAL OWNERSHIP" of, or to "BENEFICIALLY
            OWN", any security:

            (iv)  because such security has been agreed to be deposited or
                  tendered pursuant to a Permitted Lock-up Agreement, or is
                  otherwise deposited or tendered, to any Take-over Bid made by
                  such Person, made by any of such Person's Affiliates or
                  Associates or made by any other Person acting jointly or in
                  concert with such Person until such deposited or tendered
                  security has been taken up or paid for, whichever shall first
                  occur;

            (v)   because such Person, or any of such Person's Affiliates or
                  Associates or any other Person referred to in paragraph
                  1.1(g)(iii), holds such security provided that:

                  (A)   the ordinary business of any such Person (the
                        "INVESTMENT MANAGER") includes the management of mutual
                        funds or investment funds for others (which, without
                        limitation, may include or be limited to one or more
                        employee benefit plans or pension plans) and such
                        security is held by the Investment Manager in the
                        ordinary course of such business in the performance of
                        such Investment Manager's duties for the account of any
                        other Person, including the acquisition or holding of
                        securities for non-discretionary accounts on behalf of a
                        client by a broker or dealer registered under applicable
                        securities laws (a "CLIENT");

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

                  (C)   the ordinary business of such person includes, acting as
                        an agent of the Crown in the management of public assets
                        (the "CROWN AGENT");

                  (D)   the Person is an independent Person (the "INDEPENDENT
                        PERSON") established by statute for, among other things,
                        and the ordinary business or activity of such Person
                        includes, the administration of

<PAGE>
                                       -7-

                        investment funds for employee benefit plans, pension
                        plans, insurance plans or various public bodies; or

                  (E)   such Person (the "ADMINISTRATOR") is the administrator
                        or trustee of one or more pension funds, plans or
                        related trusts (a "PLAN") registered or qualified under
                        the laws of Canada or any Province thereof or the laws
                        of the United States of America or any State thereof or
                        is a Plan;

                  provided that the Investment Manager, the Trust Company, the
                  Crown Agent, the Independent Person, the Administrator and the
                  Plan, as the case may be, is not then making, or has not
                  announced a current intention to make, a Take-over Bid alone
                  or by acting jointly or in concert with any other Person,
                  other than an Offer to Acquire Voting Shares or other
                  securities pursuant to a distribution by the Corporation or by
                  means of ordinary market transactions (including pre-arranged
                  trades entered into in the ordinary course of business of such
                  Person) executed through the facilities of a stock exchange,
                  securities quotation system or organized over-the-counter
                  market, alone, through its Affiliates or Associates or by
                  acting jointly or in concert with any other Person;

            (vi)  because such Person is (1) a Client of the same Investment
                  Manager as another Person on whose account the Investment
                  Manager holds such security, (2) because such Person is an
                  Estate Account or an Other Account of the same Trust Company
                  as another Person on whose account the Trust Company holds
                  such security or (3) a Plan with the same Administrator as
                  another Plan on whose account the Administrator holds such
                  security;

            (vii) where such Person is:

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

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

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

            (viii) where such Person is a registered holder of such security as
                   a result of carrying on the business of, or acting as a
                   nominee of, a securities depository;

            For the purposes of this Agreement in determining the percentage of
            the outstanding Voting Shares with respect to which a Person is or
            is deemed to be

<PAGE>
                                       -8-

            the Beneficial Owner, all Voting Shares as to which such Person is
            deemed the Beneficial Owner shall be deemed outstanding;

      (h)   "BOARD OF DIRECTORS" shall mean the board of directors of the
            Corporation or, if duly constituted and whenever duly empowered, the
            executive committee of the board of directors of the Corporation;

      (i)   "BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)" shall mean the
            Business Corporations Act, S.C.B. 2002, c.57, as amended and the
            regulations thereunder, and any comparable or successor laws or
            regulations thereto;

      (j)   "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or a
            day that is treated as a holiday at the Corporation's or the Rights
            Agent's principal executive offices in Canada;

      (k)   "CANADIAN DOLLAR EQUIVALENT" of any amount which is expressed in
            United States dollars shall mean on any day the Canadian dollar
            equivalent of such amount determined by reference to the
            Canadian-U.S. Exchange Rate on such date;

      (l)   "CANADIAN-U.S. EXCHANGE RATE" shall mean on any date the inverse of
            the U.S.-Canadian Exchange Rate;

      (m)   "CLOSE OF BUSINESS" on any given date shall mean the time on such
            date (or, if such date is not a Business Day, the time on the next
            succeeding Business Day) at which the office of the transfer agent
            for the Common Shares in the City of Vancouver (or, after the
            Separation Time, the offices of the Rights Agent in the City of
            Vancouver) becomes closed to the public;

      (n)   "COMMON SHARES" shall mean Common Shares of the Corporation and,
            when used with reference to any Person other than the Corporation,
            shall mean the class or classes of shares (or similar equity
            interest) with the greatest per share voting power entitled to vote
            generally in the election of all directors of such other Person or
            the equity securities or other equity interest of a Person having
            power (whether or not exercised) to control or direct the management
            of such other Person; if such other Person is a Subsidiary of
            another Person, "such other Person" as used herein shall mean the
            Person or Persons which ultimately control such first-mentioned
            Person;

      (o)   "COMPETING PERMITTED BID" means a Take-over Bid that:

            (i)   is made for the Voting Shares after a Permitted Bid for Voting
                  Shares has been made but prior to the expiry of such Permitted
                  Bid;

            (ii)  satisfies all of the conditions of the definition of Permitted
                  Bid except as set out in paragraph 1.1(ee)(iii)(A) below; and

<PAGE>
                                       -9-

            (iii) contains, and the take-up and payment for securities tendered
                  or deposited is subject to, an irrevocable and unqualified
                  condition that no Voting Shares will be taken up and paid for
                  pursuant to the Take-over Bid prior to the close of business
                  on a date which is not earlier than the later of 35 days after
                  the date of the Take-over Bid or the 60th day following the
                  date of the earliest Permitted Bid;

      (p)   "CONVERTIBLE SECURITIES" means, at any time, any securities issued
            by the Corporation from time to time (other than the Rights)
            carrying any exercise, conversion or exchange right pursuant to
            which the holder thereof may acquire Voting Shares or other
            securities which are convertible into, exercisable into or
            exchangeable for Voting Shares;

      (q)   "CONVERTIBLE SECURITY ACQUISITIONS" has the meaning set forth in the
            definition of "Acquiring Person" herein;

      (r)   "CORPORATION" means QLT Inc.;

      (s)   "EXEMPT ACQUISITION" shall have the meaning ascribed thereto in the
            definition of Acquiring Person;

      (t)   "EXERCISE PRICE" shall mean, as of any date, the price at which a
            holder may purchase the securities issuable upon exercise of one
            whole Right and until adjustment or amendment thereof in accordance
            with the terms hereof, the Exercise Price shall equal $90;

      (u)   "EXPIRATION TIME" shall mean the earlier of :

            (i)   the Termination Time; or

            (ii)  subject to s.5.16, the Close of Business on that date which is
                  the earlier of the date of termination of the meeting called
                  to consider the reconfirmation of this Agreement and the date
                  of termination of the 2005 annual meeting of shareholders of
                  the Corporation or, if this Agreement is reconfirmed at such
                  meeting, the date of termination of the 2008 annual meeting of
                  shareholders of the Corporation;

      (v)   "FLIP-IN EVENT" shall mean a transaction in which any Person shall
            become an Acquiring Person;

      (w)   "INDEPENDENT SHAREHOLDERS" shall mean holders of outstanding Voting
            Shares of the Corporation excluding (i) any Acquiring Person; or
            (ii) any Person (other than a Person who is deemed not to
            Beneficially Own such Voting Shares by reason of paragraph
            1.1(g)(v)) that is making or has announced a current intention to
            make a Take-over Bid for Voting Shares of the Corporation (including
            a Permitted Bid or a Competing Permitted Bid) but excluding any such
            Person if the Take-over Bid so announced or made by such Person has
            been withdrawn, terminated or, expired; or (iii) any Affiliate or
            Associate of such Acquiring Person or a Person

<PAGE>
                                      -10-

            referred to in clause (ii); or (iv) any Person acting jointly or in
            concert with such Acquiring Person or a Person referred to in clause
            (ii); or (v) a Person who is a trustee of any employee benefit plan,
            share purchase plan, deferred profit sharing plan or any similar
            plan or trust for the benefit of employees of the Corporation or a
            Subsidiary of the Corporation, unless the beneficiaries of the plan
            or trust direct the manner in which the Voting Shares are to be
            voted or direct whether the Voting Shares are to be tendered to a
            Take-over Bid;

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

            (i)   the closing board lot sale price, or, if such price is not
                  available, the average of the closing bid and asked prices,
                  for each share as reported by the stock exchange in Canada on
                  which such securities are listed and posted for trading
                  (provided that if at the date of determination such securities
                  are listed or admitted to trading on more than one stock
                  exchange or national securities quotation system, such price
                  or prices shall be determined based on the stock exchange or
                  national securities quotation system on which such securities
                  are then listed or admitted to trading on which the largest
                  number of such securities were traded during the most recently
                  completed calendar year);

            (ii)  if the securities are not listed or posted for trading on any
                  stock exchange in Canada, the last sale price, regular way,
                  or, in case no such sale takes place on such date, the average
                  of the closing bid and asked prices, regular way, for each
                  share of such securities as reported in the principal
                  consolidated transaction reporting system with respect to
                  securities listed or posted for trading on the principal
                  national securities exchange in the United States on which
                  such securities are listed or posted for trading;

            (iii) if for any reason none of such prices is available on such
                  date or the securities are not listed or admitted to trading
                  on a stock exchange in Canada or a national securities
                  exchange in the United States, the last quoted price, or if
                  not so quoted, the average of the high bid and low asked
                  prices for each share of such securities in the
                  over-the-counter market; or

<PAGE>
                                      -11-

            (iv)  if on any such date the securities are not quoted by any such
                  organization, the average of the closing bid and asked prices
                  as furnished by a professional market maker making a market in
                  the securities selected in good faith by the Board of
                  Directors of the Corporation;

            provided, however, that if on any such date the securities are not
            traded in the over-the-counter market, the closing price per share
            of such securities on such date shall mean the fair value per share
            of such securities on such date as determined by a nationally and
            internationally recognized investment banking firm (selected by the
            Board of Directors of the Corporation) with respect to the fair
            value per share of such securities. The Market Price shall be
            expressed in Canadian dollars and if initially determined in respect
            of any day forming part of the 20 consecutive Trading Day period in
            question in United States dollars, such amount shall be translated
            into Canadian dollars at the Canadian Dollar Equivalent thereof;

      (y)   "1933 SECURITIES ACT" shall mean the Securities Act of 1933 of the
            United States, as amended, and the rules and regulations thereunder,
            and any comparable or successor laws or regulations thereto;

      (z)   "1934 EXCHANGE ACT" shall mean the Securities Exchange Act of 1934
            of the United States, as amended, and the rules and regulations
            thereunder, and any comparable or successor laws or regulations
            thereto;

      (aa)  "OFFER TO ACQUIRE" shall include:

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

            (ii)  an acceptance of an offer to sell Voting Shares, whether or
                  not such offer to sell has been solicited;

            or any combination thereof, and the Person accepting an offer to
            sell shall be deemed to be making an Offer to Acquire to the Person
            that made the offer to sell;

      (bb)  "OFFEROR" shall mean a Person who has announced a current intention
            to make or who is making a Take-over Bid;

      (cc)  "OFFEROR'S SECURITIES" means Voting Shares Beneficially Owned on the
            date of an Offer to Acquire by any Person who makes a Take-over Bid
            or by any Person acting jointly or in concert with such Person;

      (dd)  "ORIGINAL RECORD TIME" means the time that is the Close of Business
            on March 17, 1992;

      (ee)  "PERMITTED BID" means a Take-over Bid made by means of a Take-over
            Bid circular and which also complies with the following additional
            provisions:

<PAGE>
                                      -12-

            (i)   the Take-over Bid is made to all holders of record of Voting
                  Shares wherever resident as registered on the books of the
                  Corporation;

            (ii)  the Take-over Bid contains irrevocable and unqualified
                  provisions that all Voting Shares may be deposited pursuant to
                  the Take-over Bid at any time prior to the Close of Business
                  on the date referred to in paragraph 1.1(ee)(iii) and that all
                  Voting Shares deposited pursuant to the Take-over Bid may be
                  withdrawn at any time prior to the Close of Business on such
                  date;

            (iii) (A) the Take-over Bid contains, and the take up and payment
                  for securities tendered or deposited is subject to, an
                  irrevocable and unqualified provision that no Voting Shares
                  will be taken up or paid for pursuant to the Take-over Bid
                  prior to the Close of Business on a date which is not less
                  than 60 days following the date of the Take-over Bid and (B)
                  that Voting Shares shall not be taken up and paid for by the
                  Offeror unless Independent Shareholders have deposited or
                  tendered shares representing more than 50% of the Voting
                  Shares then outstanding pursuant to the Take-over Bid and have
                  not withdrawn such shares; and

            (iv)  the Take-over Bid contains an irrevocable and unqualified
                  provision that, should the condition referred to in paragraph
                  1.1(ee)(iii) be met, the Offeror will make a public
                  announcement of that fact, the Take-over Bid will be extended
                  on the same terms for a period of not less than 10 days from
                  the date referred to in paragraph 1.1(ee)(iii) and where a
                  greater number of such Voting Shares is deposited pursuant
                  thereto than the Offeror is bound or willing to acquire under
                  the Take-over Bid, the Voting Shares shall be taken up and
                  paid for on a pro rata basis;

      (ff)  "PERMITTED BID ACQUISITIONS" shall have the meaning ascribed thereto
            in the definition of Acquiring Person;

      (gg)  "PERMITTED LOCK-UP AGREEMENT" means an agreement between an Offeror,
            any of its Affiliates or Associates or any other Person acting
            jointly or in concert with the Offeror and a Person (the "LOCKED-UP
            PERSON") (the terms of which are publicly disclosed and a copy of
            which is made available to the public (including the Corporation)
            not later than the date of the Lock-up Bid (as defined below), or if
            the Lock-up Bid has been made prior to the date of the Lock-up
            Agreement not later than the first Business Day following the date
            of the Lock-up Agreement) who is not an Affiliate or Associate of
            the Offeror or a Person acting jointly or in concert with the
            Offeror whereby the Locked-up Person agrees to deposit or tender the
            Voting Shares held by the Locked-up Person to the Offeror's
            Take-over Bid or to any Take-over Bid made by any of the Offeror's
            Affiliates or Associates or made by any other Person acting jointly
            or in concert with the Offeror (the "LOCK-UP BID"), where the
            agreement:

<PAGE>
                                      -13-

            (i)   (A)   permits the Locked-up Person to withdraw the Voting
                        Shares in order to tender or deposit the Voting Shares
                        to another Take-over Bid or to support another
                        transaction that contains an offering price for each
                        Voting Share that exceeds, or provides a value for each
                        Voting Share that is greater than, the offering price
                        contained or proposed to be contained in the Lock-up
                        Bid;

                  (B)   permits the Locked-up Person to withdraw the Voting
                        Shares in order to tender or deposit the Voting Shares
                        to another Take-over Bid or to support another
                        transaction that contains an offering price for each
                        Voting Share that exceeds, or provides a value for each
                        Voting Share that is greater than, the offering price
                        contained in or proposed to be contained in, the Lock-up
                        Bid by as much or more than a specified amount (the
                        "SPECIFIED AMOUNT") and the Specified Amount is not
                        greater than 7% of the offering price that is contained
                        or proposed to be contained in the Lock-up Bid; or

                  (C)   permits the Locked-up Person to withdraw the Voting
                        Shares in order to tender or deposit the Voting Shares
                        to another Take-over Bid for a number of Voting Shares
                        at least 7% greater than the number of Voting Shares
                        that were the subject of the Lock-up Bid at a price that
                        is not less than the price or value per Voting Share
                        offered under the Lock-up Bid; and

            (ii)  does not provide for any "break-up fees", "top-up fees",
                  penalties, expenses or other amounts that exceed in the
                  aggregate the cash equivalent of 2.5% of the price or value
                  payable to the Locked-up Person under the Take-over Bid or
                  one-half of the increased price or value that is paid pursuant
                  to another Take-over Bid or transaction, whichever is the
                  greater, in the event that the Locked-up Person fails to
                  tender Voting Shares pursuant thereto in order to accept the
                  other Take-over Bid or support another transaction;

            and for greater clarity, the agreement may contain a right of first
            refusal or require a period of delay to give the Person who made the
            Lock-up Bid an opportunity to match a higher price in another
            Take-over Bid or transaction or other similar limitation on a
            Locked-up Person's right to withdraw Voting Shares from the
            agreement, so long as the limitation does not preclude the exercise
            by the Locked-up Person of the right to withdraw Voting Shares
            during the period of the other Take-over Bid or transaction;

      (hh)  "PERSON" shall include any individual, firm, partnership,
            association, trust, trustee, personal representative, group, body
            corporate, corporation, unincorporated organization, syndicate,
            governmental entity, or other legal entity;

      (ii)  "PRO-RATA ACQUISITIONS" means acquisitions by a Person of Voting
            Shares pursuant to (i) any dividend reinvestment plan, such purchase
            plan or other plan

<PAGE>
                                      -14-

            of the Corporation made available to all holders of Voting Shares
            (other than holders resident in any jurisdiction where participation
            in such plan is restricted or impractical as a result of applicable
            law); (ii) a stock dividend, a stock split or other event pursuant
            to which such Person becomes the Beneficial Owner of Voting Shares
            on the same pro rata basis as all other holders of Voting Shares of
            the same class or series; (iii) the acquisition or exercise of
            rights to purchase Voting Shares distributed to all holders of
            Voting Shares (other than holders resident in any jurisdiction where
            such distribution or exercise is restricted or impractical as a
            result of applicable law) by the Corporation pursuant to a rights
            offering (but only if such rights are acquired directly from the
            Corporation); or (iv) a distribution of Voting Shares or Convertible
            Securities in respect thereof offered pursuant to a prospectus or by
            way of a private placement by the Corporation or a conversion or
            exchange of any such Convertible Security, provided that, in the
            cases of (iii) and (iv) above, such Person does not thereby acquire
            a greater percentage of Voting Shares or Convertible Securities so
            offered than the Person's percentage of Voting Shares Beneficially
            Owned immediately prior to such acquisition;

      (jj)  "RECORD TIME" shall mean the time that is the Close of Business on
            March 17, 2002;

      (kk)  "REGULAR PERIODIC CASH DIVIDEND" shall mean cash dividends paid at
            regular intervals in any fiscal year of the Corporation to the
            extent that such cash dividends do not exceed, in the aggregate, the
            greatest of:

            (i)   200% of the aggregate amount of cash dividends declared
                  payable by the Corporation on its Common Shares in its
                  immediately preceding fiscal year;

            (ii)  300% of the arithmetic mean of the aggregate amounts of cash
                  dividends declared payable by the Corporation on its Common
                  Shares in its three immediately preceding fiscal years; and

            (iii) 100% of the aggregate consolidated net income of the
                  Corporation, before extraordinary items, for its immediately
                  preceding fiscal year;

      (ll)  "RIGHTS" means the rights authorized to be issued by the Board of
            Directors and governed by this Agreement;

      (mm)  "RIGHTS AGENT" means Computershare Trust Company of Canada;

      (nn)  "RIGHTS CERTIFICATE" shall mean the certificates representing the
            Rights after the Separation Time, which shall be in the form
            attached hereto as Exhibit A;

      (oo)  "SECURITIES ACT (BRITISH COLUMBIA)" shall mean the Securities Act,
            R.S.B.C. 1996, c.418 as amended, and the regulations thereunder, and
            any comparable or successor laws or regulations thereto;

<PAGE>
                                      -15-

      (pp)  "SECURITIES ACT (ONTARIO)" shall mean the Securities Act, R.S.O.
            1990, c.55 as amended, and the regulations thereunder, and any
            comparable or successor laws or regulations thereto;

      (qq)  "SEPARATION TIME" shall mean the Close of Business on the earlier
            of:

            (i)   the tenth Business Day after the Stock Acquisition Date; and

            (ii)  the tenth Business Day after the date of the commencement of,
                  or first public announcement of the intent of any Person
                  (other than the Corporation or any Subsidiary of the
                  Corporation) to commence a Take-over Bid (other than a
                  Permitted Bid or Competing Permitted Bid so long as such
                  Take-over Bid continues to satisfy the requirements of a
                  Permitted Bid or Competing Permitted Bid);

            or such later date as may be determined by the Board of Directors
            provided that, if the Board of Directors determines pursuant to
            Section 5.1 to waive the application of Section 3.1 to a Flip-in
            Event, or if any Take-over Bid referred to in paragraph 1.1(qq)(ii)
            expires, is cancelled, terminated or otherwise withdrawn prior to
            the Separation Time, such offer shall be deemed, for purposes of
            this subsection 1.1(qq), never to have been made;

      (rr)  "SHARES" shall mean shares in the capital of the Corporation;

      (ss)  "STOCK ACQUISITION DATE" shall mean the first date of public
            announcement (which, for purposes of this definition, shall include,
            without limitation, a report filed pursuant to Sections 101 and 102
            of the Securities Act (Ontario), Section 111 of the Securities Act
            (British Columbia) or Section 13(d) under the 1934 Exchange Act) by
            the Corporation or an Acquiring Person that a Person has become an
            Acquiring Person;

      (tt)  "SUBSIDIARY" of any specified Person shall have the meaning ascribed
            thereto in the Business Corporations Act (British Columbia);

      (uu)  "TAKE-OVER BID" means an Offer to Acquire Voting Shares or
            securities convertible into Voting Shares, where the Voting Shares
            subject to the Offer to Acquire, together with the Voting Shares
            into which the securities subject to the Offer to Acquire are
            convertible, and the Offeror's Securities, constitute in the
            aggregate 20% or more of the outstanding Voting Shares at the date
            of the Offer to Acquire;

      (vv)  "TERMINATION TIME" shall mean the time at which the right to
            exercise Rights shall terminate pursuant to Sections 5.1 or 5.16
            hereof;

      (ww)  "TRADING DAY" when used with respect to any securities, shall mean a
            day on which the principal securities exchange on which such
            securities are listed or posted for trading is open for the
            transaction of business or, if the securities are not listed or
            posted for trading on any securities exchange, a Business Day;

<PAGE>
                                      -16-

      (xx)  "U.S.-CANADIAN EXCHANGE RATE" shall mean on any date:

            (i)   if on such date the Bank of Canada sets an average noon spot
                  rate of exchange for the conversion of one United States
                  dollar into Canadian dollars, such rate; and

            (ii)  in any other case, the rate for such date for the conversion
                  of one United States dollar into Canadian dollars which is
                  calculated in the manner which shall be determined by the
                  Board of Directors of the Corporation from time to time acting
                  in good faith;

      (yy)  "U.S. DOLLAR EQUIVALENT" of any amount which is expressed in
            Canadian dollars shall mean on any day the United States dollar
            equivalent of such amount determined by reference to the U.S. -
            Canadian Exchange Rate on such date;

      (zz)  "VOTING SHARES" shall, when used with reference to the Corporation,
            mean collectively the Common Shares of the Corporation, and any
            other shares of capital stock of the Corporation to which is
            attached a right to vote generally for the election of directors
            and, when used with reference to any other Person other than the
            Corporation, means a Common Share of such Person and any other share
            of capital stock or voting interests of such person entitled to vote
            generally for the election of directors. The percentage of Voting
            Shares Beneficially Owned by any Person, shall, for the purposes of
            this Agreement be and be deemed to be the product determined by the
            formula:

                  100 x A/B

            where

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

            B =   the number of votes for the election of all directors
                  generally attaching to all outstanding Voting Shares;

            and where any Person is deemed to Beneficially Own unissued Voting
            Shares which may be acquired pursuant to Convertible Securities,
            such Voting Shares shall be deemed to be outstanding for the purpose
            of calculating the percentage of Voting Shares Beneficially Owned by
            such Person, but no other unissued Voting Shares which may be
            acquired pursuant to any other outstanding Convertible Securities
            shall, for the purposes of the calculation, be deemed to be
            outstanding;

      (aaa) "VOTING SHARE REDUCTION" shall have the meaning attributed thereto
            in the definition of Acquiring Person.

<PAGE>
                                      -17-

1.2 CURRENCY

            All sums of money which are referred to in this Agreement are
expressed in lawful money of Canada, unless otherwise specified.

1.3 GRANDFATHER PROVISION

            For the purposes of determining whether a Person is an Acquiring
Person and interpreting the definition of Acquiring Person, a Person shall not
be and shall not be deemed to be an Acquiring Person if such Person:

      (a)   was the Beneficial Owner of 20% or more of the outstanding Voting
            Shares of the Corporation determined as at the Original Record Time;
            or

      (b)   becomes the Beneficial Owner of 20% or more of the outstanding
            Voting Shares of the Corporation after the Original Record Time and
            such Person's Beneficial Ownership of Voting Shares of the
            Corporation does not exceed the number of Voting Shares of the
            Corporation Beneficially Owned by such Person immediately prior to
            the Original Record Time by more than 2% of the then issued and
            outstanding Voting Shares of the Corporation;

provided, however, that this exception shall not be, and shall cease to be,
applicable to a Person in the event that such Person shall, after the Original
Record Time, become the Beneficial Owner of additional Voting Shares of the
Corporation constituting more than 2% of the Voting Shares of the Corporation
then outstanding other than pursuant to Permitted Bid Acquisitions, Exempt
Acquisitions, Voting Share Reductions, Pro-rata Acquisitions or Convertible
Security Acquisitions; and provided further that, in the event that this
exception shall cease to be applicable to a Person as aforesaid, such a person
shall be and shall be deemed to be an Acquiring Person as at and from the time
that this exception shall cease to be applicable.

1.4 HOLDER

            As used in this Agreement, unless the context otherwise requires the
term "HOLDER" when used with reference to Rights, means the registered holder of
such Rights or prior to the Separation Time, the Shares with which such Rights
are associated.

1.5 ACTING IN GOOD FAITH

            For purposes of this Agreement, when any determination or decision
is made by the Board of Directors pursuant to this Agreement, the Board of
Directors shall exercise its powers and discharge its duties honestly and in
good faith with a view to the best interests of the Corporation and each
director shall exercise the care, diligence and skill that a reasonably prudent
person would exercise in comparable circumstances all in accordance with the
requirements of the Business Corporations Act (British Columbia).

<PAGE>
                                      -18-

1.6 ACTING JOINTLY OR IN CONCERT

            For the purposes of this Agreement, a Person is acting jointly or in
concert with every Person who is a party to any agreement, commitment or
understanding, whether formal or informal, with the first Person or any
Associate or Affiliate thereof to acquire or offer to acquire Voting Shares
(other than customary agreements with and between underwriters and/or banking
group members and/or selling group members with respect to a public offering or
private placement of securities or pledges of securities in the ordinary course
of business).

1.7 HEADINGS AND REFERENCES

            The headings of the articles, sections and subsections of this
Agreement and the table of contents are inserted for convenience of reference
only and shall not affect the construction or interpretation of this Agreement.
All references to articles, sections, subsections and paragraphs are to
articles, sections, subsections and paragraphs of this Agreement. The words
"HERETO", "HEREIN", "HEREOF", "HEREUNDER", "THIS AGREEMENT", "THE RIGHTS
AGREEMENT" and similar expressions refer to this Agreement including the
schedule attached hereto as a whole, as the same may be amended, modified or
supplemented at any time or from time to time.

1.8 SINGULAR, PLURAL ETC.

            In this Agreement, where the context so requires, words importing
the singular number include the plural and vice versa and words importing gender
include the masculine, feminine and neuter genders.

1.9 SCHEDULE

            Any schedule attached hereto forms part of this Agreement.

                             ARTICLE 2 - THE RIGHTS

2.1 LEGEND ON CERTIFICATES

            Certificates for the Common Shares, including without limitation,
Common Shares issued upon the conversion of Convertible Securities, issued after
the Record Time but prior to the earlier of the Separation Time and the
Expiration Time shall evidence one Right for each Common Share represented
thereby and shall have impressed on, printed on, typewritten on or otherwise
affixed to them the following legend:

            "Until the Separation Time (as defined in the Rights Agreement
            referred to below), this certificate also evidences and entitles the
            holder hereof to certain Rights as set forth in the Amended and
            Restated Shareholder Rights Plan Agreement, dated as of the 8 day of
            April, 2002 (amending and restating the Shareholder Rights Plan
            Agreement dated as of the 17 day of March 2002, as such may be from
            time to time amended, restated, varied or replaced), between QLT
            Inc. (the "CORPORATION") and Computershare Trust

<PAGE>
                                      -19-

            Company of Canada, as Rights Agent (the "RIGHTS AGREEMENT"), the
            terms of which are hereby incorporated herein by reference and a
            copy of which is on file at the principal executive offices of the
            Corporation. Under certain circumstances, as set forth in the Rights
            Agreement, such Rights may be amended or redeemed, may expire, may
            become void (if, in certain cases, they are "BENEFICIALLY OWNED" by
            an "ACQUIRING PERSON", as such terms are defined in the Rights
            Agreement) whether currently held or on behalf or such Person or any
            subsequent holder or may be evidenced by separate certificates and
            may no longer be evidenced by this certificate. The Corporation will
            mail or arrange for the mailing of a copy of the Rights Agreement to
            the holder of this certificate without charge within five days after
            the receipt of a written request therefor."

            Certificates representing Common Shares that are issued and
outstanding at the Record Time shall evidence one Right for each Common Share
evidenced thereby notwithstanding the absence of the foregoing legend until the
earlier of the Separation Time and the Expiration Time.

2.2 INITIAL EXERCISE PRICE; EXERCISE OF RIGHTS; DETACHMENT OF RIGHTS

      (a)   Subject to adjustment as herein set forth, each Right will entitle
            the holder thereof, from and after the Separation Time and prior to
            the Expiration Time, to purchase, for the Exercise Price, or its
            U.S. Dollar Equivalent as at the Business Day immediately preceding
            the day of exercise of the Right, one Common Share.

      (b)   Until the Separation Time:

            (i)   no Right may be exercised; and

            (ii)  each Right will be evidenced by the certificate for the
                  associated Share (which certificates shall also be deemed to
                  be Rights Certificates) and will be transferable only together
                  with, and will be transferred by a transfer of, such
                  associated Share.

      (c)   From and after the Separation Time and prior to the Expiration Time,
            the Rights:

            (i)   may be exercised; and

            (ii)  will be registrable and transferable independent of Shares.

            Promptly following the Separation Time the Rights Agent will mail to
            each holder of record of Common Shares as of the Separation Time
            and, in respect of each Convertible Security converted into Common
            Shares after the Separation Time and prior to the Expiration Time
            promptly after such conversion to the holder so converting (other
            than an Acquiring Person and other than, in respect of any Rights
            Beneficially Owned by such Acquiring Person which are not held of

<PAGE>
                                      -20-

            record by such Acquiring Person, the holder of Record of such Rights
            (a "NOMINEE")), at such holder's address as shown by the records of
            the Corporation (and the Corporation hereby agrees to furnish copies
            of such records to the Rights Agent for this purpose),

                  (A)   a Rights Certificate in substantially the form of
                        Exhibit A hereto appropriately completed, representing
                        the number of Rights held by such holder at the
                        Separation Time and having such marks of identification
                        or designation and such legends, summaries or
                        endorsements printed thereon as the Corporation may deem
                        appropriate and as are not inconsistent with the
                        provisions of this Agreement, or as may be required to
                        comply with any law or with any rule or regulation made
                        pursuant thereto or with any rule or regulation of any
                        stock exchange or quotation system on which the Rights
                        may from time to time be listed or traded, or to conform
                        to usage, and

                  (B)   a disclosure statement describing the Rights;

            provided that a Nominee shall be sent the materials provided for in
            (A) and (B) only in respect of all Common Shares held of record by
            it which are not Beneficially Owned by an Acquiring Person.

      (d)   Rights may be exercised in whole or in part on any Business Day
            after the Separation Time and prior to the Expiration Time by
            submitting to the Rights Agent the Rights Certificate evidencing
            such Rights with an Election to Exercise (an "ELECTION TO EXERCISE")
            substantially in the form attached to the Rights Certificate duly
            completed and executed by the holder or its executors or other
            personal representatives or its legal attorney duly appointed by an
            instrument in writing in form and manner satisfactory to the Rights
            Agent, accompanied by payment in cash, or by certified cheque,
            banker's draft or money order payable to the order of the
            Corporation, of a sum equal to the Exercise Price multiplied by the
            number of Rights being exercised and a sum sufficient to cover any
            transfer tax or charge which may be payable in respect of any
            transfer involved in the transfer or delivery of Rights Certificates
            or the issuance or delivery of certificates for the relevant Shares
            in a name other than that of the holder of the Rights being
            exercised.

      (e)   Upon receipt of a Rights Certificate, with a duly completed and
            executed Election to Exercise accompanied by payment as set forth in
            subsection 2.2(d) above, the Rights Agent will (unless otherwise
            instructed by the Corporation) forthwith:

            (i)   requisition from a transfer agent for the relevant Shares,
                  certificates representing the number of Shares to be purchased
                  (the Corporation hereby irrevocably authorizing its transfer
                  agents to comply with all such requisitions);

<PAGE>
                                      -21-

            (ii)  when appropriate, requisition from the Corporation the amount
                  of cash to be paid in lieu of issuing fractional Shares;

            (iii) after receipt of such certificates, deliver the same to or
                  upon the order of the registered holder of such Rights
                  Certificate, registered in such name or names as may be
                  designated by such holder; and

            (iv)  when appropriate, after receipt, deliver such cash to or to
                  the order of the registered holder of the Rights Certificate.

      (f)   In case the holder of any Rights shall exercise less than all the
            Rights evidenced by such holder's Rights Certificate, a new Rights
            Certificate evidencing the Rights remaining unexercised will be
            issued by the Rights Agent to such holder or to such holder's duly
            authorized assigns.

      (g)   The Corporation covenants and agrees that it will:

            (i)   take all such action as may be necessary and within its power
                  to ensure that all Shares delivered upon exercise of Rights
                  shall, at the time of delivery of the certificates for such
                  Shares (subject to payment of the Exercise Price), be duly and
                  validly authorized, executed, issued and delivered as fully
                  paid and non-assessable;

            (ii)  subject to Section 5.19, take all such action as may be
                  necessary and within its power to comply with any applicable
                  requirements of the Securities Act (British Columbia) or
                  comparable legislation of each of the provinces of Canada, the
                  1933 Securities Act and the 1934 Exchange Act or the rules and
                  regulations thereunder or any other applicable law, rule or
                  regulation, in connection with the issuance and delivery of
                  the Rights Certificates and the issuance of any Shares upon
                  exercise of Rights;

            (iii) use commercially reasonable efforts to cause all Shares issued
                  upon exercise of Rights to be listed on the principal
                  exchanges on which the Shares of such class or series were
                  traded prior to the Stock Acquisition Date; and

            (iv)  pay when due and payable any and all Canadian and United
                  States federal, provincial and state transfer taxes (for
                  greater certainty not including any income taxes on capital
                  gains of the holder or exercising holder or any liability of
                  the Corporation to withhold tax) and charges which may be
                  payable in respect of the original issuance or delivery of the
                  Rights Certificates or certificates for Shares, provided that
                  the Corporation shall not be required to pay any transfer tax
                  or charge which may be payable in respect of any transfer
                  involved in the transfer or delivery of Rights Certificates or
                  the issuance or delivery of certificates for Shares in a name
                  other than that of the holder of the Rights being transferred
                  or exercised.

<PAGE>
                                      -22-

2.3 ADJUSTMENTS TO EXERCISE PRICE; NUMBER OF RIGHTS

            The Exercise Price, the number and kind of Shares subject to
purchase upon exercise of each Right and the number of Rights outstanding are
subject to adjustment from time to time as provided in this Section 2.3.

      (a)   In the event the Corporation shall at any time after the Record Time
            and prior to the Expiration Time:

            (i)   declare or pay a dividend on the Common Shares payable in
                  Common Shares (or other securities exchangeable for or
                  convertible into or giving a right to acquire Common Shares)
                  other than pursuant to any optional stock dividend program,
                  dividend reinvestment plan or a dividend payable in Common
                  Shares in lieu of a Regular Periodic Cash Dividend;

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

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

            (iv)  issue any Common Shares (or other capital stock or securities
                  exchangeable for or convertible into or giving a right to
                  acquire Common Shares or other capital stock) in respect of,
                  in lieu of, or in exchange for existing Common Shares, except
                  as otherwise provided in this Section 2.3;

            the Exercise Price and the number of Rights outstanding, or, if the
            payment or effective date therefor shall occur after the Separation
            Time, the Shares purchasable upon exercise of Rights shall be
            adjusted in the manner set forth below. If the Exercise Price and
            number of Rights outstanding are to be adjusted,

                  (A)   the Exercise Price in effect after such adjustment will
                        be equal to the Exercise Price in effect immediately
                        prior to such adjustment divided by the number of Common
                        Shares (or other capital stock) (the "EXPANSION FACTOR")
                        that a holder of one Common Share immediately prior to
                        such dividend, subdivision, change, combination or
                        issuance would hold thereafter as a result thereof, and

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

<PAGE>
                                      -23-

            If the Shares purchasable upon exercise of Rights are to be
            adjusted, the Shares purchasable upon exercise of each Right after
            such adjustment will be the Shares that a holder of the Shares
            purchasable upon exercise of one Right immediately prior to such
            dividend, subdivision, change, combination or issuance would hold
            thereafter as a result thereof. If after the Record Time and prior
            to the Expiration Time the Corporation shall issue any shares of
            capital stock other than Common Shares in a transaction of a type
            described in paragraphs 2.3(a)(i) to (iv), shares of such capital
            stock shall be treated herein as nearly equivalent to Common Shares
            as may be practicable and appropriate under the circumstances and
            the Corporation and the Rights Agent agree to amend this Agreement
            in order to effect such treatment.

            In the event the Corporation shall at any time after the Record Time
            and prior to the Separation Time issue any Common Shares otherwise
            than in a transaction referred to in the preceding paragraph, each
            such Common Share so issued shall automatically have one new Right
            associated with it, which Right shall be evidenced by the
            Certificate representing such Share.

      (b)   In the event the Corporation shall at any time after the Record Time
            and prior to the Separation Time fix a record date for the making of
            a distribution to all holders of Common Shares of rights, options,
            or warrants entitling them (for a period expiring within 45 calendar
            days after such record date) to subscribe for or purchase Common
            Shares (or securities convertible into or exchangeable for or
            carrying a right to purchase or subscribe for Common Shares) at a
            price per Common Share (or, if a security convertible into or
            exchangeable for or carrying a right to purchase or subscribe for
            Common Shares, having a conversion, exchange or exercise price
            (including the price required to be paid to purchase such
            convertible or exchangeable security or right per share)) less than
            the Market Price per Common Share on such record date, the Exercise
            Price shall be adjusted. The Exercise Price in effect after such
            record date will equal the Exercise Price in effect immediately
            prior to such record date multiplied by a fraction, of which the
            numerator shall be the number of Common Shares outstanding on such
            record date plus the number of Common Shares which the aggregate
            offering price of the total number of Common Shares so to be offered
            (and/or the aggregate initial conversion, exchange or exercise price
            of the convertible or exchangeable securities or rights so to be
            offered (including the price required to be paid to purchase such
            convertible or exchangeable securities or rights)) would purchase at
            such Market Price and of which the denominator shall be the number
            of Common Shares outstanding on such record date plus the number of
            additional Common Shares to be offered for subscription or purchase
            (or into which the convertible or exchangeable securities or rights
            so to be offered are initially convertible, exchangeable or
            exercisable). In case such subscription price may be paid in a
            consideration part or all of which shall be in a form other than
            cash, the value of such consideration shall be as determined in good
            faith by the Board of Directors of the Corporation, whose
            determination shall be described in a statement filed with the
            Rights Agent and shall be binding on the Rights Agent and the
            holders of the Rights. For purposes of this Agreement, the granting

<PAGE>
                                      -24-

            of the right to purchase Common Shares (whether from treasury shares
            or otherwise) pursuant to any dividend or interest reinvestment plan
            and/or any Common Share purchase plan providing for the reinvestment
            of dividends or interest payable on securities of the Corporation
            and/or the investment of periodic optional payments and/or employee
            benefit or similar plans (so long as such right to purchase is in no
            case evidenced by the delivery of rights or warrants) shall not be
            deemed to constitute an issue of rights, options or warrants by the
            Corporation; provided, however, that, in the case of any dividend or
            interest reinvestment plan, the right to purchase Common Shares is
            at a price per share of not less than 90 percent of the current
            market price per Common Share (determined as provided in such plans)
            of the Common Shares. Such adjustment shall be made successively
            whenever such a record date is fixed and, in the event that such
            rights, options or warrants are not so issued, the Exercise Price in
            respect of the Rights shall be adjusted to be the Exercise Price
            which would then be in effect if such record date had not been
            fixed.

      (c)   In the event the Corporation shall at any time after the Record Time
            and prior to the Separation Time fix a record date for the making of
            a distribution to all holders of Common Shares (including without
            limitation any distribution made in connection with a merger in
            which the Corporation is the continuing corporation) of evidences of
            indebtedness or assets (other than a Regular Periodic Cash Dividend
            or a dividend paid in Common Shares) or rights, options or warrants
            entitling them to subscribe for or purchase Common Shares (or
            Convertible Securities in respect of Common Shares) at a price per
            Common Share (or, in the case of a Convertible Security in respect
            of Common Shares having a conversion or exercise price per share
            (including the price required to be paid to purchase such
            Convertible Security) less than 90% of the Market Price per Common
            Share on such record date (excluding those referred to in subsection
            2.3(b)), the Exercise Price shall be adjusted. The Exercise Price in
            effect after such record date will equal the Exercise Price in
            effect immediately prior to such record date less the fair market
            value as shall be determined in good faith by the Board of Directors
            of the Corporation, whose determination shall be described in a
            statement filed with the Rights Agent and shall be binding on the
            Rights Agent and the holders of the Rights, of the portion of the
            assets, evidences of indebtedness, rights or warrants so to be
            distributed applicable to the securities purchaseable upon exercise
            of one Right. Such adjustments shall be made successively whenever
            such a record date is fixed and, in the event that such distribution
            is not so made, the Exercise Price in respect of the Rights shall be
            adjusted to be the Exercise Price in respect of the Rights which
            would have been in effect if such record date had not been fixed.

      (d)   Each adjustment made pursuant to this Section 2.3 shall be made as
            of:

            (i)   the payment or effective date for the applicable dividend,
                  subdivision, consolidation, change, combination or issuance,
                  in the case of an adjustment made pursuant to subsection
                  2.3(a) herein; and

<PAGE>
                                      -25-

            (ii)  the record date for the applicable dividend or distribution,
                  in the case of an adjustment made pursuant to subsections
                  2.3(b) or (c) herein.

            Any adjustment pursuant to subsections 2.3(a), (b), (c) and (e)
            hereof shall be made successively whenever an event referred to
            herein shall occur, subject to the other subsections of this Section
            2.3.

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

      (f)   Notwithstanding anything herein to the contrary, no adjustment in an
            Exercise Price shall be required unless such adjustment would
            require an increase or decrease of at least one percent in such
            Exercise Price; provided, however, that any adjustments which by
            reason of this subsection 2.3(f) are not required to be made shall
            be carried forward and taken into account in any subsequent
            adjustment. Each adjustment to the Exercise Price made pursuant to
            this Section 2.3 shall be calculated to the nearest cent or the
            nearest ten-thousandth of a Common Share or other Share as the case
            may be. Whenever an adjustment to the Exercise Price is made
            pursuant to this Section 2.3, the Corporation shall:

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

            (ii)  promptly file with the Rights Agent and with each transfer
                  agent for the Common Shares a copy of such certificate and a
                  brief summary thereof to each holder of Rights.

      (g)   Irrespective of any adjustment or change in an Exercise Price or the
            number of securities purchaseable upon exercise of the Rights, the
            Rights Certificates theretofore and thereafter issued may continue
            to express the relevant Exercise Price per Share and the number of
            securities so purchaseable which were expressed in the initial
            Rights Certificates issued hereunder.

<PAGE>
                                      -26-

      (h)   Unless the Corporation shall have exercised its election as provided
            in subsection 2.3(i), upon each adjustment of an Exercise Price as a
            result of the calculations made in subsections 2.3(b) and (c), each
            Right outstanding immediately prior to the making of such adjustment
            shall thereafter evidence the right to purchase, at the adjusted
            Exercise Price, that number of Common Shares (calculated to the
            nearest one ten-thousandth), obtained by:

            (i)   multiplying (x) the number of such Shares covered by a Right
                  immediately prior to this adjustment by (y) the relevant
                  Exercise Price in effect immediately prior to such adjustment
                  of the relevant Exercise Price; and

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

      (i)   The Corporation may elect on or after the date of any adjustment of
            an Exercise Price to adjust the number of Rights, in lieu of any
            adjustment in the number of Shares purchaseable upon the exercise of
            a Right. Each of the Rights outstanding after the adjustment in the
            number of Rights shall be exercisable for the number and kind of
            Shares for which such Right was exercisable immediately prior to
            such adjustment. Each Right held of record prior to such adjustment
            of the number of Rights shall become that number of Rights
            (calculated to the nearest one ten-thousandth) obtained by dividing
            the relevant Exercise Price in effect immediately prior to
            adjustment of the relevant Exercise Price by the relevant Exercise
            Price in effect immediately after adjustment of the relevant
            Exercise Price. The Corporation shall make a public announcement of
            its election to adjust the number of Rights, indicating the record
            date for the adjustment, and, if known at the time, the amount of
            the adjustment to be made. This record date may be the date on which
            the relevant Exercise Price is adjusted or any day thereafter but,
            if the Rights Certificates have been issued, shall be at least 10
            days later than the date of the public announcement. If Rights
            Certificates have been issued, upon each adjustment of the number of
            Rights pursuant to this subsection 2.3(i), the Corporation shall, as
            promptly as practicable, cause to be distributed to holders of
            record of Rights Certificates on such record date, Rights
            Certificates evidencing, subject to Section 5.5, the additional
            Rights to which such holders shall be entitled as a result of such
            adjustment or, at the option of the Corporation, shall cause to be
            distributed to such holders of record in substitution and
            replacement for the Rights Certificates held by such holders prior
            to the date of adjustment, and upon surrender thereof, if required
            by the Corporation, new Rights Certificates evidencing all the
            Rights to which such holders shall be entitled after such
            adjustment. Rights Certificates so to be distributed shall be
            issued, executed and countersigned in the manner provided for herein
            and may bear, at the option of the Corporation, the relevant
            adjusted Exercise Price and shall be registered in the names of
            holders of record of Rights Certificates on the record date
            specified in the public announcement.

<PAGE>
                                      -27-

      (j)   In any case in which this Section 2.3 shall require that an
            adjustment in an Exercise Price be made effective as of a record
            date for a specified event, the Corporation may elect to defer until
            the occurrence of such event the issuance to the holder of any Right
            exercised after such record date of the number of Shares and other
            securities of the Corporation, if any, issuable upon such existence
            over and above the number of Shares and other securities of the
            Corporation, if any, issuable upon such exercise on the basis of the
            relevant Exercise Price in effect prior to such adjustment;
            provided, however, that the Corporation shall deliver to such holder
            a due bill or other appropriate instrument evidencing such holder's
            right to receive such additional Shares (fractional or otherwise) or
            other securities upon the occurrence of the event requiring such
            adjustment.

      (k)   Notwithstanding anything in this Section 2.3 to the contrary, the
            Corporation shall be entitled to make such reductions in each
            Exercise Price, in addition to those adjustments expressly required
            by this Section 2.3, as and to the extent that in their good faith
            judgment the Board of Directors of the Corporation shall determine
            to be advisable in order that any (i) consolidation or subdivision
            of Shares, (ii) issuance wholly for cash of any Shares at less than
            the applicable Market Price, (iii) issuance wholly for cash of any
            Common Shares or securities that by their terms are convertible into
            or exchangeable for Shares, (iv) stock dividends or (v) issuance of
            rights, options or warrants referred to in this Section 2.3,
            hereafter made by the Corporation to holders of its Shares, shall
            not be taxable to such shareholders.

2.4 DATE ON WHICH EXERCISE IS EFFECTIVE

            Each Person in whose name any certificate for Shares is issued upon
the exercise of Rights shall for all purposes be deemed to have become the
holder of record of the Shares represented thereby on, and such certificate
shall be dated, the date upon which the Rights Certificate evidencing such
Rights was duly surrendered (together with a duly completed Election to
Exercise) and payment of the Exercise Price for such Rights (and any applicable
transfer taxes and other governmental charges payable by the exercising holder
hereunder) was made; provided, however, that if the date of such surrender and
payment is a date upon which the relevant Share transfer books of the
Corporation are closed, such Person shall be deemed to have become the record
holder of such Shares on, and such certificate shall be dated, the next
succeeding Business Day on which the relevant Share transfer books of the
Corporation are open.

2.5 EXECUTION, AUTHENTICATION, DELIVERY AND DATING OF RIGHTS CERTIFICATES

      (a)   The Rights Certificates shall be executed on behalf of the
            Corporation by any one of its directors or officers, under its
            corporate seal reproduced thereon attested by its Secretary or one
            of its Assistant Secretaries. The signature of any of these officers
            on the Rights Certificates may be manual or facsimile.

      (b)   Rights Certificates bearing the manual or facsimile signatures of
            individuals who were at any time the proper directors or officers of
            the Corporation shall bind the

<PAGE>
                                      -28-

            Corporation, notwithstanding that such individuals or any of them
            have ceased to hold such offices prior to the countersignature and
            delivery of such Rights Certificates.

      (c)   Promptly after the Corporation learns of the Separation Time, the
            Corporation will notify the Rights Agent of such Separation Time and
            will deliver Rights Certificates executed by the Corporation to the
            Rights Agent for countersignature, and the Rights Agent shall
            countersign (manually or by facsimile signature in a manner
            satisfactory to the Corporation) and deliver such Rights
            Certificates to the holders of the Rights pursuant to subsection
            2.2(c) hereof. No Rights Certificate shall be valid for any purpose
            until countersigned by the Rights Agent as aforesaid.

      (d)   Each Rights Certificate shall be dated the date of countersignature
            thereof.

2.6 REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE

      (a)   The Corporation will cause to be kept a register (the "RIGHTS
            REGISTER") in which, subject to such reasonable regulations as it
            may prescribe, the Corporation will provide for the registration and
            transfer of Rights. The Rights Agent is hereby appointed "RIGHTS
            REGISTRAR" for the purpose of maintaining the Rights Register for
            the Corporation and registering Rights and transfers of Rights as
            herein provided. In the event that the Rights Agent shall cease to
            be the Rights Registrar, the Rights Agent will have the right to
            examine the Rights Register at all reasonable times.

            After the Separation Time and prior to the Expiration Time, upon
            surrender for registration of transfer or exchange of any Rights
            Certificate, and subject to the provisions of subsection 2.6(c)
            below, the Corporation will execute, and the Rights Agent will
            countersign and deliver, in the name of the holder or the designated
            transferee or transferees, as required pursuant to the holder's
            instructions, one or more new Rights Certificates evidencing the
            same aggregate number of Rights as did the Rights Certificates so
            surrendered.

      (b)   All Rights issued upon any registration of transfer or exchange of
            Rights Certificates shall be valid obligations of the Corporation,
            and such Rights shall be entitled to the same benefits under this
            Agreement as the Rights surrendered upon such registration of
            transfer or exchange.

      (c)   Every Rights Certificate surrendered for registration of transfer or
            exchange shall be duly endorsed, or be accompanied by a written
            instrument of transfer in form satisfactory to the Corporation or
            the Rights Agent, as the case may be, duly executed by the holder
            thereof or such holder's attorney duly authorized in writing. As a
            condition to the issuance of any new Rights Certificate under this
            Section 2.6, the Corporation may require the payment of a sum
            sufficient to cover any tax or other governmental charge that may be
            imposed in relation thereto and

<PAGE>
                                      -29-

            any other expenses (including the fees and expenses of the Rights
            Agent) in connection therewith.

      (d)   The Corporation shall not be required to register the transfer or
            exchange of any Rights after the Rights have been terminated under
            Section 5.1 hereof.

2.7 MUTILATED, DESTROYED, LOST AND STOLEN RIGHTS CERTIFICATES

      (a)   If any mutilated Rights Certificate is surrendered to the Rights
            Agent prior to the Expiration Time, the Corporation shall execute
            and the Rights Agent shall countersign and deliver in exchange
            therefor a new Rights Certificate evidencing the same number of
            Rights as did the Rights Certificate so surrendered.

      (b)   If there shall be delivered to the Corporation and the Rights Agent
            prior to the Expiration Time:

            (i)   evidence to their satisfaction of the destruction, loss or
                  theft of any Rights Certificate; and

            (ii)  such security or indemnity as may be required by them to save
                  each of them and any of the agents harmless,

            then, in the absence of notice to the Corporation or the Rights
            Agent that such Rights Certificate has been acquired by a bona fide
            purchaser, the Corporation shall execute and upon its request the
            Rights Agent shall countersign and deliver, in lieu of any such
            destroyed, lost or stolen Rights Certificate, a new Rights
            Certificate evidencing the same number of Rights as did the Rights
            Certificate so destroyed, lost or stolen.

      (c)   As a condition to the issuance of any new Rights Certificate under
            this Section 2.7, the Corporation may require the payment of a sum
            sufficient to cover any tax or other governmental charge that may be
            imposed in relation thereto and any other expenses (including the
            fees and expenses of the Rights Agent) in connection therewith.

      (d)   Every new Rights Certificate issued pursuant to this Section 2.7 in
            lieu of any destroyed, lost or stolen Rights Certificate shall
            evidence an original additional contractual obligation of the
            Corporation, whether or not the destroyed, lost or stolen Rights
            Certificate shall be at any time enforceable by anyone and shall be
            entitled to all the benefits of this Agreement equally and
            proportionately with any and all other Rights duly issued hereunder.

2.8 PERSONS DEEMED OWNERS

            Prior to due presentment of a Rights Certificate (or, prior to the
Separation Time, the associated Share certificate) for registration of transfer,
the Corporation, the Rights Agent and any agent of the Corporation or the Rights
Agent may deem and treat the person in whose name such Rights Certificate (or,
prior to the Separation Time, such relevant Share certificate) is

<PAGE>
                                      -30-

registered as the absolute owner thereof and of the Rights evidenced thereby for
all purposes whatsoever. As used in this Agreement, unless the context otherwise
requires, the term "HOLDER" of any Rights shall mean the registered holder of
such Rights (or, prior to the Separation Time, the associated Shares).

2.9 DELIVERY AND CANCELLATION OF CERTIFICATES

            All Rights Certificates surrendered upon exercise or for redemption,
registration of transfer or exchange shall, if surrendered to any person other
than the Rights Agent, be delivered to the Rights Agent and, in any case, shall
be promptly cancelled by the Rights Agent. The Corporation may at any time
deliver to the Rights Agent for cancellation any Rights Certificates previously
countersigned and delivered hereunder which the Corporation may have acquired in
any manner whatsoever, and all Rights Certificates so delivered shall be
promptly cancelled by the Rights Agent. No Rights Certificate shall be
countersigned in lieu of or in exchange for any Rights Certificates cancelled as
provided in this Section 2.9, except as expressly permitted by this Agreement.
The Rights Agent shall destroy all cancelled Rights Certificates and deliver a
certificate of destruction to the Corporation.

2.10 AGREEMENT OF RIGHTS HOLDERS

            Every holder of Rights by accepting a Right consents and agrees with
the Corporation and the Rights Agent and with every other holder of Rights that:

      (a)   it will be bound by and subject to the provisions of this Agreement,
            as amended from time to time in accordance with the terms hereof, in
            respect of all Rights held;

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

      (c)   after the Separation Time, the Rights Certificates shall be
            transferable only upon the registration of the transfer on the
            Rights Register as provided herein;

      (d)   prior to due presentment of a Rights Certificate (or, prior to the
            Separation Time, the associated Share certificate) for registration
            of transfer, the Corporation, the Rights Agent and any agent of the
            Corporation or the Rights Agent may deem and treat the person in
            whose name the Rights Certificate (or, prior to the Separation Time,
            the associated Share certificate) is registered as the absolute
            owner thereof and of the Rights evidenced thereby (notwithstanding
            any notations of ownership or writing on such Rights Certificate or
            the associated Share certificate made by anyone other than the
            Corporation or the Rights Agent) for all purposes whatsoever, and
            neither the Corporation nor the Rights Agent shall be affected by
            any notice to the contrary;

      (e)   without the approval of any holder of Rights and upon the sole
            authority of the Board of Directors of the Corporation acting in
            good faith this Agreement may be supplemented or amended from time
            to time as provided herein;

<PAGE>
                                      -31-

      (f)   such holder of Rights has waived its right to receive any fractional
            Rights or any fractional shares upon exercise of a Right (except as
            provided herein); and

      (g)   that notwithstanding anything in this Agreement to the contrary,
            neither the Corporation nor the Rights Agent shall have any
            liability to any holder of a Right or to any other Person as a
            result of its inability to perform any of its obligations under this
            Agreement by reason of any preliminary or permanent injunction or
            other order, decree or ruling issued by a court of competent
            jurisdiction or by a government, regulatory or administrative agency
            or commission, or any statute, rule, regulation or executive order
            promulgated or enacted by any governmental authority, prohibiting or
            otherwise restraining performance of such obligation.

2.11 RIGHTS HELD BY THE CORPORATION AND SUBSIDIARIES

            Notwithstanding any other provision of this Agreement, any Rights
held by the Corporation or any of its Subsidiaries shall not be exercisable for
so long as they are held by the Corporation or its Subsidiaries.

                  ARTICLE 3 - ADJUSTMENTS TO THE RIGHTS IN THE
                          EVENT OF CERTAIN TRANSACTIONS

3.1 FLIP-IN EVENT

      (a)   Subject to subsection 3.1(b), subsections 5.1(b), 5.1(c) and 5.1(d)
            hereof, in the event that prior to the Expiration Time a Flip-in
            Event shall occur, the Corporation shall take such action as shall
            be necessary to ensure and provide, within 10 Business Days of such
            occurrence or such longer period as may be required to satisfy the
            requirements of the securities acts or comparable legislation of
            each of the Provinces and Territories of Canada then, except as
            provided below:

            (i)   each Right shall thereafter constitute the right to purchase
                  from the Corporation upon exercise thereof in accordance with
                  the terms hereof, that number of Common Shares of the
                  Corporation having an aggregate Market Price on the date of
                  consummation or occurrence of such Flip-in Event equal to
                  twice the Exercise Price for an amount in cash equal to the
                  Exercise Price (such right to be appropriately adjusted in a
                  manner analogous to the applicable adjustment provided for in
                  Section 2.3 in the event that after such date of consummation
                  or occurrence an event of a type analogous to any of the
                  events described in Section 2.3 shall have occurred);

            (ii)  in the event that there are insufficient authorized but
                  unissued Shares to permit each holder of a Right (other than
                  an Acquiring Person or a transferee of the kind described in
                  paragraph 3.1(b)(ii)) to purchase from the Corporation that
                  number of Common Shares per Right provided for in paragraph
                  3.1(a)(i), then until such time as holders of Common Shares
                  approve an increase in the Corporation's authorized capital
                  such that there

<PAGE>
                                      -32-

                  are sufficient authorized but unissued Common Shares to permit
                  each holder of a Right (other than an Acquiring Person or a
                  transferee of the kind described in paragraph 3.1(b)(ii)) to
                  purchase from the Corporation that number of Common Shares per
                  Right provided for in paragraph 3.1(a)(i), each whole Right
                  shall constitute, effective at the Close of Business on the
                  eighth Trading Day after the Stock Acquisition Date, the right
                  to purchase from the Corporation, upon exercise thereof in
                  accordance with the terms hereof, that number of Common Shares
                  that is equal to one Common Share multiplied by the Adjustment
                  Factor for an amount in cash equal to the Adjusted Exercise
                  Price (such right to be appropriately adjusted in a manner
                  analogous to the applicable adjustment provided for in Section
                  2.3 in the event that after the consummation or occurrence or
                  event, an event of a type analogous to any of the events
                  described in Section 2.3 shall have occurred).

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

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

            (ii)  a transferee or other successor in title directly or
                  indirectly (a "TRANSFEREE") of Rights held by any Acquiring
                  Person (or any Affiliate or Associate of an Acquiring Person
                  or any Person acting jointly or in concert with an Acquiring
                  Person or any Affiliate or Associate of an Acquiring Person)
                  where such transferee becomes a transferee concurrently with
                  or subsequent to the Acquiring Person becoming an Acquiring
                  Person becoming such in a transfer that the Board of Directors
                  has determined is part of a plan, arrangement or scheme of an
                  Acquiring Person (or any Affiliate or Associate of an
                  Acquiring Person or any Person acting jointly or in concert
                  with an Acquiring Person or any Associate or Affiliate of an
                  Acquiring Person), that has the purpose or effect of avoiding
                  paragraph 3.1(b)(i);

            shall become void and any holder of such Rights (including
            Transferees) shall thereafter have no right to exercise such Rights
            under any provision of this Agreement and shall not have thereafter
            any other rights whatsoever with respect to such Rights, whether
            under any provision of this Agreement or otherwise.

      (c)   Any Rights Certificate that represents Rights Beneficially Owned by
            a Person described in either paragraphs (i) or (ii) of subsection
            3.1(b) or transferred to any nominee of any such Person, and any
            Rights Certificate issued upon transfer, exchange, replacement or
            adjustment of any other Rights Certificate referred to in this
            sentence, shall contain the following legend:

<PAGE>
                                      -33-

                  "The Rights represented by this Rights Certificate were issued
                  to a Person who was an Acquiring Person or an Affiliate or an
                  Associate of an Acquiring Person or a Transferee (as such
                  terms are defined in the Rights Agreement) or acting jointly
                  or in concert with any of them. This Rights Certificate and
                  the Rights represented hereby are void or shall become void in
                  the circumstances specified in subsection 3.1(b) of the Rights
                  Agreement."

            provided that the Rights Agent shall not be under any responsibility
            to ascertain the existence of facts that would require the
            imposition of such legend by shall be required to impose such legend
            only if instructed to do so by the Corporation or if a holder fails
            to certify upon transfer or exchange in the space provided on the
            Rights Certificate that such holder is not an Acquiring Person or an
            Affiliate or Associate thereof or acting jointly or in concert with
            any of them.

                          ARTICLE 4 - THE RIGHTS AGENT

4.1 GENERAL

      (a)   The Corporation hereby appoints the Rights Agent to act as agent for
            the Corporation and the holders of Rights in accordance with the
            terms and conditions hereof, and the Rights Agent hereby accepts
            such appointment. The Corporation may from time to time appoint such
            co-Rights Agents as it may deem necessary or desirable. In the event
            the Corporation appoints one or more co-Rights Agents, the
            respective duties of the Rights Agent and co-Rights Agents shall be
            as the Corporation may determine. The Corporation agrees to pay to
            the Rights Agent reasonable compensation for all services rendered
            by it hereunder and, from time to time, on demand of the Rights
            Agent, its reasonable expenses and counsel fees and other
            disbursements incurred in the administration and execution of this
            Agreement and the exercise and performance of its duties hereunder.
            The Corporation also agrees to indemnify the Rights Agent for, and
            to hold it harmless against, any loss, liability, or expense,
            incurred without negligence, bad faith or wilful misconduct on the
            part of the Rights Agent, for anything done or omitted by the Rights
            Agent in connection with the acceptance and administration of this
            Agreement, including the costs and expenses of defending any claim
            of liability, which right to indemnification will survive the
            termination of this Agreement.

      (b)   The Rights Agent shall be protected and shall incur no liability for
            or in respect of any action taken, suffered or omitted by it in
            connection with its administration of this Agreement in reliance
            upon any certificate for Shares, Rights Certificates, certificate
            for other securities of the Corporation, instrument of assignment of
            transfer, power of attorney, endorsement, affidavit, letter, notice,
            direction, consent, certificate, statement or other paper or
            document believed by it to be

<PAGE>
                                      -34-

            genuine and to be signed, executed and, where necessary, verified or
            acknowledged, by the proper Person or Persons.

4.2 MERGER, AMALGAMATION OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT

      (a)   Any corporation into which the Rights Agent or any successor Rights
            Agent may be merged or amalgamated or with which it may be
            consolidated, or any corporation resulting from any merger,
            amalgamation or consolidation to which the Rights Agent or any
            successor Rights Agent is a party, or any corporation succeeding to
            the shareholder or stockholder services business of the Rights Agent
            or any successor Rights Agent, will be the successor to the Rights
            Agent under this Agreement without the execution or filing of any
            paper or any further act on the part of any of the parties hereto,
            provided that such corporation would be eligible for appointment as
            a successor Rights Agent under the provisions of Section 4.4 hereof.
            In case at the time such successor Rights Agent succeeds to the
            agency created by this Agreement any of the Rights Certificates have
            been countersigned but not delivered, any such successor Rights
            Agent may adopt the counter signature of the predecessor Rights
            Agent and deliver such Rights Certificates so countersigned; and in
            case at that time any of the Rights Certificates shall not have been
            countersigned, any successor Rights Agent may countersign such
            Rights Certificates either in the name of the predecessor Rights
            Agent or in the name of the successor Rights Agent; and in all such
            cases such Rights Certificates will have the full force provided in
            the Rights Certificates and in this Agreement.

      (b)   In case at any time the name of the Rights Agent is changed and at
            such time any of the Rights Certificates shall have been
            countersigned but not delivered, the Rights Agent may adopt the
            countersignature under its prior name and deliver Rights
            Certificates so countersigned; and in case at that time any of the
            Rights Certificates shall not have been countersigned, the Rights
            Agent may countersign such Rights Certificates either in its prior
            name or in its changed name; and in all such cases such Rights
            Certificates shall have the full force provided in the Rights
            Certificates and in this Agreement.

4.3 DUTIES OF RIGHTS AGENT

            The Rights Agent undertakes the duties and obligations imposed by
this Agreement upon the following terms and conditions, by all of which the
Corporation, and the holders of Rights Certificates, by their acceptance
thereof, shall be bound:

      (a)   The Rights Agent may retain and consult with legal counsel (who may
            be legal counsel for the Corporation), and the opinion of such
            counsel will be full and complete authorization and protection to
            the Rights Agent as to any action taken or omitted by it in good
            faith and in accordance with such opinion and the Rights Agent may
            also consult with such other experts as the Rights Agent shall
            consider necessary or appropriate to properly carry out the duties
            and obligations imposed

<PAGE>
                                      -35-

            under this Agreement (at the Corporation's expense) and the Rights
            Agent shall be entitled to act and rely in good faith on the advice
            of any such expert.

      (b)   Whenever in the performance of its duties under this Agreement the
            Rights Agent deems it necessary or desirable that any fact or matter
            be proved or established by the Corporation prior to taking or
            suffering any action hereunder, such fact or matter (unless other
            evidence in respect thereof be herein specifically prescribed) may
            be deemed to be conclusively proved and established by a certificate
            signed by a person believed by the Rights Agent to be the Chairman
            of the Board, the President or any Vice President and by the
            Treasurer or any Assistant Treasurer or the Secretary or any
            Assistant Secretary of the Corporation and delivered to the Rights
            Agent; and such certificate will be full authorization to the Rights
            Agent for any action taken or suffered in good faith by it under the
            provisions of this Agreement in reliance upon such certificate.

      (c)   The Rights Agent will be liable hereunder only for its own
            negligence, bad faith or wilful misconduct.

      (d)   The Rights Agent will not be liable for or by reason of any of the
            statements of fact or recitals contained in this Agreement or in the
            certificates for Shares or the Rights Certificates (except its
            countersignature thereof) or be required to verify the same, but all
            such statements and recitals are and will be deemed to have been
            made by the Corporation only.

      (e)   The Rights Agent will not be under any responsibility in respect of
            the validity of this Agreement or the execution and delivery hereof
            (except the due authorization, execution and delivery hereof by the
            Rights Agent) or in respect of the validity or execution of any
            Share certificate or Rights Certificate (except its countersignature
            thereof); nor will it be responsible for any breach by the
            Corporation of any covenant or condition contained in this Agreement
            or in any Rights Certificate; nor will it be responsible for any
            change in the exercisability of the Rights (including the Rights
            becoming void pursuant to subsection 3.1(b) hereof) or any
            adjustment required under the provisions of Section 2.3 hereof or
            responsible for the manner, method or amount of any such adjustment
            or the ascertainment of the existence of facts that would require
            any such adjustment (except with respect to the exercise of Rights
            after receipt of the certificate contemplated by Section 2.3
            describing any such adjustment); nor will it by any act hereunder be
            deemed to make any representation or warranty as to the
            authorization of any Share to be issued pursuant to this Agreement
            or any Rights or as to whether any Shares will, when issued, be duly
            and validly authorized, executed, issued and delivered as fully paid
            and nonassessable.

      (f)   The Corporation agrees that it will perform, execute, acknowledge
            and deliver or cause to be performed, executed, acknowledged and
            delivered all such further and other acts, instruments and
            assurances as may reasonably be required by the Rights Agent for the
            carrying out or performance by the Rights Agent of the provisions of
            this Agreement.

<PAGE>
                                      -36-

      (g)   The Rights Agent is hereby authorized and directed to accept
            instructions with respect to the performance of its duties hereunder
            from any person believed by the Rights Agent to be the Chairman of
            the Board, the President, any Vice President, the Secretary or any
            Assistant Secretary, the Treasurer or any Assistant Treasurer of the
            Corporation, and to apply to such persons for advice or instructions
            in connection with its duties, and it shall not be liable for any
            action taken or suffered by it in good faith in accordance with
            instructions of any such person.

      (h)   The Rights Agent and any shareholder or stockholder, director,
            officer or employee of the Rights Agent may buy, sell or deal in
            Shares, Rights or other securities of the Corporation or become
            pecuniarily interested in any transaction in which the Corporation
            may be interested, or contract with or lend money to the Corporation
            or otherwise act as fully and freely as though it were not Rights
            Agent under this Agreement. Nothing herein shall preclude the Rights
            Agent from acting in any other capacity for the Corporation or for
            any other legal entity.

      (i)   The Rights Agent may execute and exercise any of the rights or
            powers hereby vested in it or perform any duty hereunder either
            itself or by or through its attorneys or agents, and the Rights
            Agent will not be answerable or accountable for any act, default,
            neglect or misconduct of any such attorneys or agents or for any
            loss to the Corporation resulting from any such act, default,
            neglect or misconduct, provided reasonable care was exercised by the
            Rights Agent in the selection and continued employment thereof.

4.4 CHANGE OF RIGHTS AGENT

            The Rights Agent may resign and be discharged from its duties under
this Agreement upon 90 days' notice (or such lesser notice as is acceptable to
the Corporation) in writing mailed to the Corporation and to each transfer agent
of Shares by registered or certified mail in accordance with Section 5.9. The
Corporation may remove the Rights Agent upon 30 days' notice in writing, mailed
to the Rights Agent and to each transfer agent of the Shares by registered or
certified mail, and to the holders of the Rights in accordance with Section 5.9.
If the Rights Agent should resign or be removed or otherwise become incapable of
acting, the Corporation will appoint a successor to the Rights Agent. If the
Corporation fails to make such appointment within a period of 30 days after such
removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder of
any Rights (which holder shall, with such notice, submit such holder's Rights
Certificate for inspection by the Corporation), then the holder of any Rights
may apply to any court of competent jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by the Corporation
or by such a court, shall be a corporation incorporated under the laws of Canada
or a province thereof authorized to carry on the business of a trust company in
the Province of British Columbia. After appointment, the successor Rights Agent
will be vested with the same powers, rights, duties and responsibilities as if
it had been originally named as Rights Agent without further act or deed; but
the predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment, the Corporation will file

<PAGE>
                                      -37-

notice thereof in writing with the predecessor Rights Agent and each transfer
agent of the Shares, and mail a notice thereof in writing to the holders of the
Rights in accordance with Section 5.9. Failure to give any notice provided for
in this Section 4.4, however, or any defect therein, shall not affect the
legality or validity of the resignation or removal of the Rights Agent or the
appointment of any successor Rights Agent, as the case may be.

                           ARTICLE 5 - MISCELLANEOUS

5.1 REDEMPTION AND WAIVER

      (a)   The Board of Directors of the Corporation acting in good faith may,
            at its option, at any time prior to the Separation Time with the
            prior consent of holders of Voting Shares or of the holders of
            Rights given in accordance with subsection 5.1(f) or (g), as the
            case may be, at any time prior to the occurrence of a Flip-in Event
            as to which the application of Section 3.1 has not been waived
            pursuant to the provisions of this Section 5.1, elect to redeem all
            but not less than all of the then outstanding Rights at a redemption
            price of $0.001 per Right appropriately adjusted in a manner
            analogous to the applicable adjustment provided for in Section 2.3
            in the event that an event of the type analogous to any of the
            events described in Section 2.3 shall have occurred (such redemption
            price being herein referred to as the "REDEMPTION PRICE"). In the
            event that the Board of Directors proposes such a redemption, the
            Board of Directors shall extend the Separation Time to a date
            subsequent to and not more than ten Business Days following the
            meeting of shareholders called to approve such redemption.

      (b)   The Board of Directors of the Corporation may, until the expiration
            of 10 Business Days following the occurrence of a Flip-in Event,
            upon written notice delivered to the Rights Agent, waive the
            application of Section 3.1 acting in good faith may, with the prior
            consent of the holders of Voting Shares given in accordance with
            subsection 5.1(f), determine, at any time prior to the occurrence of
            a Flip-in Event as to which the application of Section 3.1 has not
            been waived pursuant to this Section 5.1, if such Flip-in Event
            would occur by reason of an acquisition of Voting Shares otherwise
            than pursuant to a Take-over Bid made by means of a Take-over Bid
            circular to all holders of record of Voting Shares and otherwise
            than in the circumstances set forth in subsection 5.1(c), to waive
            the application of Section 3.1 to such Flip-in Event. In the event
            that the Board of Directors proposes such a waiver, the Board of
            Directors shall extend the Separation Time to a date subsequent to
            and not more than ten Business Days following the meeting of
            shareholders called to approve such waiver;

      (c)   The Board of Directors of the Corporation may prior to the tenth
            Business Day after the Stock Acquisition Date waive the application
            of Section 3.1 to any particular Flip-in Event, provided that both
            of the following conditions are satisfied:

            (i)   the Board of Directors of the Corporation has determined that
                  the Acquiring Person became an Acquiring Person by
                  inadvertence and

<PAGE>
                                      -38-

                  without any intent or knowledge that it would become an
                  Acquiring Person; and

            (ii)  such Acquiring Person has reduced its Beneficial Ownership of
                  Voting Shares such that at the time of waiver pursuant to this
                  subsection 5.1(c) it is no longer an Acquiring Person;

      (d)   The Board of Directors acting in good faith may, prior to the
            expiration of 10 Business Days following the occurrence of a Flip-in
            Event as to which the application of Section 3.1 has not been waived
            under this clause, determine, upon prior written notice to the
            Rights Agent, to waive the application of Section 3.1 to that
            Flip-in Event provided that the Flip-in Event would occur by reason
            of a Take-over Bid made by means of a Take-over Bid circular sent to
            all holders of record of Voting Shares; further provided that if the
            Board of Directors waives the application of Section 3.1 to such a
            Flip-in Event, the Board of Directors shall be deemed to have waived
            the application of Section 3.1 to any other Flip-in Event occurring
            by reason of any Take-over Bid made by means of a Take-over Bid
            circular to all holders of record of Voting Shares which is made
            prior to the expiry of any Take-over Bid in respect of which a
            waiver is, or is deemed to have been, granted under this subsection
            5.1(c);

      (e)   The Board of Directors shall, without further formality, be deemed
            to have elected to redeem the Rights at the Redemption Price on the
            date that a Person who has made a Permitted Bid or a Take-over Bid
            in respect of which the Board of Directors has waived, or is deemed
            to have waived, pursuant to subsection 5.1(c), the application of
            Section 3.1, takes up and pays for the Voting Shares;

      (f)   If a redemption of Rights pursuant to subsection 5.1(a) or a waiver
            of a Flip-in Event pursuant to subsection 5.1(b) is proposed at any
            time prior to the Separation Time, such redemption or waiver shall
            be submitted for approval to the holders of Voting Shares. Such
            approval shall be deemed to have been given if the redemption or
            waiver is approved by the affirmative vote of a majority of the
            votes cast by Independent Shareholders represented in person or by
            proxy at a meeting of such holders duly held in accordance with
            applicable laws and the Corporation's by-laws;

      (g)   If a redemption of Rights pursuant to subsection 5.1(a) is proposed
            at any time after the Separation Time, such redemption shall be
            submitted for approval to the holders of Rights. Such approval shall
            be deemed to have been given if the redemption is approved by
            holders of Rights by a majority of the votes cast by the holders of
            Rights represented in person or by proxy at and entitled to vote at
            a meeting of such holders. For the purposes hereof, each outstanding
            Right (other than Rights which are Beneficially Owned by any Person
            referred to in clauses (i) to (v) inclusive of the definition of
            Independent Shareholders) shall be entitled to one vote, and the
            procedures for the calling, holding and conduct of the meeting shall
            be those, as nearly as may be, which are provided in the
            Corporation's

<PAGE>
                                      -39-

            articles and the Business Corporations Act with respect to meetings
            of shareholders of the Corporation;

      (h)   If the Board of Directors elects or is deemed to have elected to
            redeem the Rights, and, in circumstances where subsection 5.1(a) is
            applicable, such redemption is approved by the holders of Voting
            Shares or the holders of Rights in accordance with subsection 5.1(f)
            or (g), as the case may be, the right to exercise the Rights will
            thereupon, without further action and without notice, terminate and
            the only right thereafter of the holders of Rights will be to
            receive the Redemption Price;

      (i)   Within 10 days after the Board of Directors of the Corporation
            electing or having been deemed to have elected to redeem the Rights,
            the Corporation shall give notice of redemption to the holders of
            the then outstanding Rights by mailing such notice to each such
            holder at its last address as it appears upon the registry books of
            the Rights Agent or, prior to the Separation Time, on the registry
            books of the Transfer Agent for the Shares. Any notice which is
            mailed in the manner herein provided shall be deemed given, whether
            or not the holder receives the notice. Each such notice of
            redemption will state the method by which the payment of the
            Redemption Price will be made. The Corporation may not redeem,
            acquire or purchase for value any Rights at any time in any manner
            other than that specifically set forth in this Section 5.1, and
            other than in connection with the purchase of Shares prior to the
            Separation Time.

      (j)   Where a Take-over Bid that is not a Permitted Bid Acquisition is
            withdrawn or otherwise terminated after the Separation Time has
            occurred and prior to the occurrence of a Flip-in Event, the Board
            of Directors may elect to redeem all the outstanding Rights at the
            Redemption Price. Upon the Rights being redeemed pursuant to this
            subsection 5.1(j), all the provisions of this Agreement shall
            continue to apply as if the Separation Time had not occurred and
            Rights Certificates representing the number of Rights held by each
            holder of record of Common Shares as of the Separation Time had not
            been mailed to each such holder and for all purposes of this
            agreement the Separation Time shall be deemed not to have occurred
            and the Corporation shall be deemed to have issued replacement
            Rights to the holders of its then outstanding Common Shares.

      (k)   the Corporation shall give prompt written notice to the Rights Agent
            of any waiver of the application of Section 3.1 pursuant to this
            Section 5.1.

5.2 EXPIRATION

            No Person shall have any rights pursuant to this Agreement or in
respect of any Right after the Expiration Time, except the Rights Agent as
specified in subsection 4.1(a) of this Agreement.

5.3 ISSUANCE OF NEW RIGHTS CERTIFICATES

            Notwithstanding any of the provisions of this Agreement or of the
Rights to the contrary, the Corporation may, at its option, issue new Rights
Certificates evidencing Rights in

<PAGE>
                                      -40-

such form as may be approved by the Board of Directors of the Corporation to
reflect any adjustment or change in the number or kind or class of Shares
purchasable upon exercise of Rights made in accordance with the provisions of
this Agreement.

5.4 SUPPLEMENTS AND AMENDMENTS

            Subject in each case to the Corporation having obtained the prior
written consent of the Toronto Stock Exchange, the Corporation may from time to
time supplement or amend this Agreement as follows:

      (a)   the Corporation may from time to time supplement or amend this
            Agreement with the approval of the Rights Agent but without the
            consent of any of the holders of the Rights or the Voting Shares in
            order to correct a clerical or typographical error;

      (b)   Intentionally Deleted;

      (c)   subject to subsections 5.4(a), the Corporation may, with the prior
            consent of the holders of Voting Shares given in accordance with
            subsection 5.4(d), at any time prior to the Separation Time,
            supplement, amend, vary or delete any of the provisions of this
            Agreement and the Rights, which the Board of Directors, acting in
            good faith, may deem necessary or desirable (whether or not such
            action would materially adversely affect the interests of the
            holders of Rights generally). Notwithstanding anything in this
            Section 5.4 to the contrary, no such supplement, amendment,
            variation or deletion shall be made to the provisions of ARTICLE 4
            except with the written concurrence of the Rights Agent to such
            supplement, amendment, variation or deletion;

      (d)   any consent or approval of holders of Voting Shares shall be deemed
            to have been given if the action requiring such consent or approval
            is authorized by the affirmative vote of a majority of the votes
            cast by Independent Shareholders present or represented at or
            entitled to be voted at a meeting of the holders of Voting Shares
            duly called and held in compliance with applicable laws and the
            articles of the Corporation;

      (e)   the Corporation may, with the prior consent of the holders of
            Rights, at any time on or after the Separation Time and before the
            Expiration Time, supplement, amend, vary or delete any of the
            provisions of this Agreement and the Rights (whether or not such
            action would materially adversely affect the interests of the
            holders of Rights generally), provided that no such supplement,
            amendment, variation or deletion shall be made to the provisions of
            ARTICLE 4 except with the written concurrence of the Rights Agent
            thereto. Such consent shall be deemed to have been given if such
            supplement, amendment, variation or deletion is authorized in the
            manner specified in subsection 5.4(f);

      (f)   any consent or approval of the holders of Rights shall be deemed to
            have been given if the action requiring such approval is authorized
            by the affirmative votes of the holders of Rights present or
            represented at and entitled to be voted at a

<PAGE>
                                      -41-

            meeting of the holders of Rights and representing a majority of the
            votes cast in respect thereof. For the purposes hereof, each
            outstanding Right (other than Rights which are void pursuant to the
            provisions hereof) shall be entitled to one vote, and the procedures
            for the calling, holding and conduct of the meeting shall be those,
            as nearly as may be, which are provided in the Company's Articles
            and the Business Corporations Act (British Columbia) with respect to
            meetings of the shareholders of the Corporation;

      (g)   without the approval of any of the holders of the Voting Shares or
            the Rights, the Corporation may supplement, amend, delete or vary
            any of the provisions of this Agreement or the Rights as may be
            required to maintain the validity or effectiveness of this Agreement
            or the Rights as a result of any change in any applicable
            legislation or regulation provided that:

            (i)   if made before the Separation Time, any such supplement,
                  amendment, variation or deletion shall be submitted to the
                  shareholders of the Corporation at the next general meeting of
                  shareholders and the shareholders may, by the majority
                  referred to in subsection 5.4(d) confirm or reject such
                  supplement, amendment, variation or deletion; or

            (ii)  if made after the Separation Time, any such amendment,
                  variation or deletion shall be submitted to the holders of
                  Rights at a meeting to be called for on a date not later than
                  immediately following the next meeting of shareholders of the
                  Corporation and the holders of Rights may, by resolution
                  passed by the majority referred to in subsection 5.4(f)
                  confirm or reject such supplement, amendment, variation or
                  deletion.

            Any such supplement, amendment, variation or deletion shall be
            effective from the date of the resolution of the Board of Directors
            adopting such supplement, amendment, variation or deletion until it
            is confirmed or rejected or until it ceases to be effective (as
            described in the next sentence) and, where such supplement,
            amendment, variation or deletion is confirmed, it continues in
            effect in the form so confirmed. If such supplement, amendment,
            variation or deletion is rejected by the holders of Voting Shares or
            Rights or is not submitted to the shareholders or holders of Rights
            as required, then such supplement, amendment, variation or deletion
            shall cease to be effective from and after the termination of the
            meeting at which it was rejected or to which it should have been but
            was not submitted or from and after the date of the meeting of
            holders of Rights that should have been but was not held, and no
            subsequent resolution of the Board of Directors to amend this
            Agreement to substantially the same effect shall be effective until
            confirmed by the holders of Voting Shares or Rights, as the case may
            be.

5.5 FRACTIONAL RIGHTS AND FRACTIONAL SHARES

      (a)   The Corporation shall not be required to issue fractions of Rights
            or to distribute Rights Certificates which evidence fractional
            Rights. After the Separation Time there shall be paid to the
            registered holders of the Rights Certificates with regard

<PAGE>
                                      -42-

            to which fractional Rights would otherwise be issuable, an amount in
            cash equal to the same fraction of the Market Price of a whole Right
            in lieu of such fractional Rights.

      (b)   The Corporation shall not be required to issue fractional Shares
            upon exercise of the Rights or to distribute certificates which
            evidence fractional Shares. In lieu of issuing fractional Shares,
            the Corporation shall pay to the registered holder of Rights
            Certificates at the time such Rights are exercised as herein
            provided, an amount in cash equal to the same fraction of the Market
            Price of one whole Share.

5.6 RIGHTS OF ACTION

            Subject to the terms of this Agreement, rights of action in respect
to this Agreement, other than rights of action vested solely in the Rights
Agent, are vested in the respective holders of the Rights and any holder of any
Rights, without the consent of the Rights Agent or of the holder of any other
Rights, may, on such holder's own behalf and for such holder's own benefit and
the benefit of other holders of Rights, as the case may be, enforce, and may
institute and maintain any suit, action or proceeding against the Corporation to
enforce, or otherwise act in respect of such holder's right to exercise such
holder's Rights, or Rights to which it is entitled, in the manner provided in
this Agreement, and in such holder's Rights Certificate. Without limiting the
foregoing or any remedies available to the holders of Rights, as the case may
be, it is specifically acknowledged that the holders of Rights would not have an
adequate remedy at law for any breach of this Agreement and will be entitled to
specific performance of and injunctive relief against actual or threatened
violations of, the obligations of any Person subject to this Agreement.

5.7 HOLDER OF RIGHTS NOT DEEMED A SHAREHOLDER

            No holder, as such, of any Rights, shall be entitled to vote,
receive dividends or be deemed for any purpose the holder of Shares or any other
securities which may at any time be issuable on the exercise of Rights, nor
shall anything contained herein or in any Rights Certificate be construed to
confer upon the holder of any Rights, as such, any of the rights of a
shareholder of the Corporation or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting shareholders (except as provided in Section
5.8 hereof), or to receive dividends or subscription rights or otherwise, until
such Rights, or Rights to which such holder is entitled, shall have been
exercised in accordance with the provisions hereof.

5.8 NOTICE OF PROPOSED ACTIONS

In case the Corporation shall propose after the Separation Time and prior to the
Expiration Time:

      (a)   to effect or permit (in cases where the Corporation's permission is
            required) any Flip-in Event; or

      (b)   to effect the liquidation, dissolution or winding up of the
            Corporation or the sale of all or substantially all of the
            Corporation's assets;

<PAGE>
                                      -43-

then, in each such case, the Corporation shall give to each holder of a Right,
in accordance with Section 5.9 hereof, a notice of such proposed action, which
shall specify the date on which such Flip-in Event, liquidation, dissolution, or
winding up is to take place, and such notice shall be so given at least 20
Business Days prior to the date of the taking of such proposed action by the
Corporation.

5.9 NOTICES

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

            QLT Inc.
            887 Great Northern Way
            Vancouver, British Columbia
            V5T 4T5

            Attention: Corporate Secretary

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

            Computershare Trust Company of Canada
            510 Burrard Street
            Vancouver, British Columbia
            V6C 3B9

            Attention: Manager, Client Services

            Notices or demands authorized or required by this Agreement to be
given or made by the Corporation or the Rights Agent to or on the holder of any
Rights shall be sufficiently given or made if delivered or sent by first-class
mail, postage prepaid, addressed to such holder at the address of such holder as
it appears upon the registry books of the Rights Agent or, prior to the
Separation Time, on the registry books of the Corporation for the Common Shares.
Any notice which is mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice.

5.10 COSTS OF ENFORCEMENT

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

<PAGE>
                                      -44-

5.11 SUCCESSORS

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

5.12 BENEFITS OF THIS AGREEMENT

            Nothing in this Agreement shall be construed to give to any Person
other than the Corporation, the Rights Agent and the holders of the Rights any
legal or equitable right, remedy or claim under this Agreement; but this
Agreement shall be for the sole and exclusive benefit of the Corporation, the
Rights Agent and the holders of the Rights.

5.13 GOVERNING LAW

            This Agreement and each Right issued hereunder shall be deemed to be
a contract made under the laws of the Province of British Columbia and for all
purposes shall be governed by and construed in accordance with the laws of
British Columbia applicable to contracts to be made and performed entirely
within British Columbia.

5.14 COUNTERPARTS

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

5.15 SEVERABILITY

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

5.16 EFFECTIVE DATE

            This Agreement is effective in accordance with its terms from the
date hereof. If this Agreement is not confirmed by resolution passed by a
majority of greater than 50% of the votes cast by Independent Shareholders who
vote in respect of confirmation of this Agreement at the annual general meeting
of Shareholders of the Corporation to be held on April 25, 2002 then this
Agreement and any then outstanding Rights shall be of no further force and
effect from the Close of Business on the date of termination of such meeting.

<PAGE>
                                      -45-

5.17 PARAGRAPH INTENTIONALLY DELETED

5.18 DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS

      (a)   All actions, calculations, interpretations and determinations
            (including all omissions with respect to the foregoing) which are
            done or made by the Board of Directors pursuant to this Agreement,
            in good faith, (i) may be relied on by the Rights Agent, and (ii)
            shall not subject the Board of Directors to any liability to the
            holders of the Rights or to any other parties.

      (b)   Nothing contained in this Agreement shall be deemed to be in
            derogation of the obligation of the Board of Directors of the
            Corporation to exercise its fiduciary duties. Without limiting the
            generality of the foregoing, nothing contained herein shall be
            construed to suggest or imply that the Board of Directors of the
            Corporation shall not be entitled to recommend that the holders of
            the Voting Shares reject any Permitted Bid or any Competing
            Permitted Bid or any Take-over Bid, or to take any other action
            (including, without limiting the generality of the foregoing, the
            commencement, prosecution, defence or settlement of any litigation
            and the submission of additional or alternative Permitted Bids or
            Competing Permitted Bids or Take-over Bids) with respect to any
            Permitted Bid or any Competing Permitted Bid or any Take-over Bid or
            otherwise that the Board believes is necessary or appropriate in the
            exercise of its fiduciary duties.

5.19 DECLARATION AS TO NON-CANADIAN AND NON-U.S. HOLDERS

            If in the opinion of the Board of Directors of the Corporation (who
may rely upon the advice of counsel) any action or event contemplated by this
Agreement would require compliance with the securities laws or comparable
legislation of a jurisdiction outside Canada or the United States, the Board of
Directors of the Corporation acting in good faith may take such actions as it
may deem appropriate to ensure that such compliance is not required, including
without limitation establishing procedures for the issuance to a Canadian
resident trust company registered under the trust company legislation of Canada
or any province thereof or a portfolio manager registered under the securities
legislation of one or more provinces of Canada (herein called a "FIDUCIARY") of
Rights or securities issuable on exercise of Rights, the holding thereof in
trust for the Persons entitled thereto (but reserving to the Fiduciary or to the
Fiduciary and the Corporation, as the Corporation may determine, absolute
instrument discretion with respect thereto) and the sale thereof and remittance
of the proceeds of such sale, if any, to the Persons entitled thereto. In no
event shall the Corporation or the Rights Agent be required to issue or deliver
Rights or securities issuable on exercise of Rights to Persons who are citizens,
residents or nationals of any jurisdiction other than Canada or the United
States and any province, state or territory thereof in which such issue or
delivery would be unlawful without registration of the relevant Persons or
securities for such purposes.

<PAGE>
                                      -46-

5.20 TIME OF ESSENCE

            Time shall be of the essence of this Agreement.

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

QLT INC.                                       COMPUTERSHARE TRUST COMPANY
                                               OF CANADA

Per:   "Paul Hastings"                         Per: "Kim Wong"
      --------------------------------             ---------------------------
      Authorized Signatory                         Authorized Signatory

Per:   "Julia Levy"                            Per: "Jenny Karim"
      --------------------------------             ---------------------------
      Authorized Signatory                         Authorized Signatory

<PAGE>
                                      -47-

                                    EXHIBIT A
                          (FORM OF RIGHTS CERTIFICATE)

Certificate No.______________________            ________________________Rights

THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE CORPORATION, ON THE
TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED
IN SUBSECTION 3.1(b) OF THE RIGHTS AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN
ACQUIRING PERSON OR TRANSFEREES OF AN ACQUIRING PERSON OR ITS AFFILIATES OR
ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY PERSON
ACTING JOINTLY OR IN CONCERT WITH ANY OF THEM MAY BECOME VOID WITHOUT ANY
FURTHER ACTION.

                               Rights Certificate

This certifies that ___________________________, or registered assigns, is the
registered holder of the number of Rights set forth above, each of which
entitles the registered holder thereof, subject to the terms, provisions and
conditions of the Amended and Restated Shareholder Rights Plan Agreement dated
as of April 8, 2005 (amending and restating the Shareholder Rights Plan
Agreement, dated March 17, 2002 as amended and restated April 8, 2002), as such
may from time to time be amended, restated, varied or replaced (the "RIGHTS
AGREEMENT") between QLT Inc., a corporation amalgamated under the British
Columbia Business Corporations Act (the "CORPORATION") and Computershare Trust
Company of Canada, a trust company incorporated under the laws of Canada, as
Rights Agent (the "RIGHTS AGENT") which term shall include any successor Rights
Agent under the Rights Agreement, to purchase from the Corporation at any time
after the Separation Time (as such term is defined in the Rights Agreement) and
prior to the Expiration Time (as such term is defined in the Rights Agreement),
one fully paid common share of the Corporation (a "COMMON SHARE") at the
Exercise Price referred to below, upon presentation and surrender of this Rights
Certificate with the Form of Election to Exercise duly executed and submitted to
the Rights Agent at its principal office in any of the cities of Vancouver and
Toronto. The Exercise Price shall initially be $90 per Right and shall be
subject to adjustment in certain events as provided in the Rights Agreement. The
number of Common Shares which may be purchased for the Exercise Price is subject
to adjustment as set forth in the Rights Agreement.

            This Rights Certificate is subject to all the terms, provisions and
conditions of the Rights Agreement which terms and provisions are hereby
incorporated herein by reference and made a part hereof and to which Rights
Agreement reference is hereby made for a full description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the
Rights Agent, the Corporation and the holders of the Rights Certificates. Copies
of the Rights Agreement are on file at the registered office of the Corporation
and are available upon written request.

            This Rights Certificate, with or without other Rights Certificates,
upon surrender at any of the offices of the Rights Agent designated for such
purpose, may be exchanged for

<PAGE>
                                      -48-

another Rights Certificate or Rights Certificate of like tenor and date
evidencing an aggregate number of Rights equal to the aggregate number of Rights
evidenced by the Rights Certificate or Rights Certificates surrendered. If this
Rights Certificate is exercised in part, the registered holder shall be entitled
to receive, upon surrender hereof, another Rights Certificate or Rights
Certificate to the number of whole Rights not exercised.

            Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Corporation at a redemption
price of $0.001 per Right, subject to adjustment in certain events, under
certain circumstances at its option.

            No fractional Common Shares will be issued upon the exercise of any
Right or Rights evidenced hereby nor will Rights Certificates be issued for less
than one whole Right. After the Separation Time, in lieu of issuing fractional
Rights a cash payment will be made as provided in the Rights Agreement.

            No holder of this Rights Certificate, as such, shall be entitled to
vote or receive dividends or be deemed for any purpose the holder of Common
Shares or of any other securities which may at any time be issuable upon the
exercise hereof, nor shall anything contained in the Rights Agreement or herein
be construed to confer upon the holder hereof, as such, any of the Rights of a
shareholder of the Corporation or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting shareholders (except as provided in the
Rights Agreement), or to receive dividends or subscription rights, or otherwise,
until the Rights evidenced by this Rights Certificate shall have been exercised
as provided in the Rights Agreement.

            This Rights Certificate is not valid or obligatory for any purpose
until it has been countersigned by the Rights Agent.

            IN WITNESS the facsimile signature of the proper officers of the
Corporation and its seal.

Date: ________________________________
ATTEST:

______________________________________     By: ____________________________
Secretary

Countersigned: (By Rights Agent)

By ___________________________________
   Authorized Signature

<PAGE>

                                    EXHIBIT 1

                          FORM OF ELECTION TO EXERCISE

                   (TO BE ATTACHED TO EACH RIGHTS CERTIFICATE)

To:

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

Name: _________________________________________________________________________
Street: _______________________________________________________________________
City, Province & Postal Code: _________________________________________________
Social Insurance Number or
other taxpayer identification number: _________________________________________

If such number of Rights shall not be all the Rights evidenced by this Rights
Certificate, the undersigned requests that a new Rights Certificate for the
balance of such Rights be issued in the name of and delivered to:
Name: _________________________________________________________________________
Street: _______________________________________________________________________
City, Province & Postal Code: _________________________________________________
Social Insurance Number or
other taxpayer identification number: _________________________________________

Dated: ___________________            _________________________________________
                                      Signature

Signature Guaranteed:                 (The signature on this form must
                                      correspond with the name as recorded on
                                      the certificate(s) in every particular,
                                      without alteration or enlargement or any
                                      change whatsoever)

Signature must be guaranteed by a Canadian chartered bank, a Canadian trust
company, a member firm of a recognized stock exchange in Canada, a member of a
registered national securities exchange in the United States, or a member of the
Securities Transfer Association Medallion (STAMP) Program.

_______________________________________________________________________________
                            (To be completed if true)

The undersigned represents, for the benefit of all holders of Rights and Common
Shares, that the Rights evidenced by this Rights Certificate are not, and, to
the best of the knowledge of the undersigned, never have been, Beneficially
Owned by an Acquiring Person or an Affiliate or Associate thereof or a person
"acting jointly or in concert" with an Acquiring Person or an Affiliate or
Associate thereof. Capitalized terms and "acting jointly or in concert" have the
meanings set out in the Rights Agreement.

                                      _________________________________________
                                      Signature

<PAGE>

                                     NOTICE

If the certification set forth above is not completed, the Corporation shall
deem the Beneficial Owner of the Rights evidenced by this Rights Certificate to
be an Acquiring Person or an Affiliate or Associate thereof. The Corporation
shall not issue Rights Certificates in exchange for a Rights Certificate owned
or deemed to have been owned by an Acquiring Person or an Affiliate or Associate
thereof or by a Person acting jointly or in concert with an Acquiring Person or
an Affiliate or Associate thereof.

<PAGE>

                                    EXHIBIT 2

                               FORM OF ASSIGNMENT

         (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES
                      TO TRANSFER THE RIGHTS CERTIFICATE)

FOR VALUE RECEIVED ____________________________________________________________

hereby sells, assigns and transfers unto ______________________________________

_______________________________________________________________________________
                  (Please print name and address of transferee)

the Rights represented by this Rights Certificate, together with all right,
title and interest therein, and hereby irrevocably constitutes and appoints
_______________, as attorney, to transfer the within Rights on the books of the
within-named Corporation, with full power of substitution.

Dated: _______________________          _______________________________________
                                        Signature

Signature Guaranteed:                   (The signature on this form must
                                        correspond with the name as recorded on
                                        the certificate(s) in every particular,
                                        without alteration or enlargement or any
                                        change whatsoever)

Signature must be guaranteed by a Canadian chartered bank, a Canadian trust
company, a member firm of a recognized stock exchange in Canada, a member of a
registered national securities exchange in the United States, or a member of the
Securities Transfer Association Medallion (STAMP) Program.

_______________________________________________________________________________
                            (To be completed if true)

The undersigned represents, for the benefit of all holders of Rights and Common
Shares, that the Rights evidenced by this Rights Certificate are not, and, to
the best of the knowledge of the undersigned, never have been, Beneficially
Owned by an Acquiring Person or an Affiliate or Associate thereof or a person
"acting jointly or in concert" with an Acquiring Person or an Affiliate or
Associate thereof. Capitalized terms and "acting jointly or in concert" have the
meanings set out in the Rights Agreement.

                                        _______________________________________
                                        Signature

<PAGE>

                                     NOTICE

If the certification set forth above is not completed, the Corporation shall
deem the Beneficial Owner of the Rights evidenced by this Rights Certificate to
be an Acquiring Person or an Affiliate or Associate thereof. The Corporation
shall not issue Rights Certificates in exchange for a Rights Certificate owned
or deemed to have been owned by an Acquiring Person or an Affiliate or Associate
thereof or by a Person acting jointly or in concert with an Acquiring Person or
an Affiliate or Associate thereof.