EXHIBIT 4.1



                  SHAREHOLDER PROTECTION RIGHTS PLAN AGREEMENT





                                   DATED AS OF

                                January 24, 2001





                                     between



                              HAEMACURE CORPORATION



                                       and



                             TRUST GENERAL DU CANADA



                                 as Rights Agent



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                                TABLE OF CONTENTS


ARTICLE 1 -       INTERPRETATION............................................1
   1.1     Certain Definitions..............................................1
   1.2     Currency.........................................................9
   1.3     Headings.........................................................9
   1.4     Grandfather Provisions...........................................9

ARTICLE 2 -       THE RIGHTS................................................9
   2.1     Legend on Common Share Certificates..............................9
   2.2     Initial Exercise Price: Exercise of Rights;
            Detachment of Rights....................................... ....9
   2.3     Adjustments to Exercise Price; Number of Rights.................12
   2.4     Date on Which Exercise is Effective.............................15
   2.5     Execution, Authentication, Delivery and Dating of
            Rights Certificates................................. ..........15
   2.6     Registration, Registration of Transfer and Exchange.............16
   2.7     Mutilated, Destroyed, Lost and Stolen Rights Certificates.......16
   2.8     Persons Deemed Owners...........................................17
   2.9     Delivery and Cancellation of Certificates.......................17
   2.10    Agreement of Rights Holders.....................................17
   2.11    Rights Certificate Holder not Deemed a Shareholder..............18

ARTICLE 3 -       FLIP-IN-EVENT............................................18
   3.1     Flip-In Event...................................................18
   3.2     Exchange Option.................................................19

ARTICLE 4 -       THE RIGHTS AGENT.........................................20
   4.1     General.........................................................20
   4.2     Merger or Amalgamation or Change of Name of Rights Agent........21
   4.3     Duties of Rights Agent..........................................21
   4.4     Change of Rights Agent..........................................23

ARTICLE 5 -       MISCELLANEOUS............................................23
   5.1     Redemption and Waiver...........................................23
   5.2     Expiration......................................................24
   5.3     Issuance of New Rights Certificates.............................24
   5.4     Supplements and Amendments......................................24
   5.5     Fractional Rights and Fractional Shares.........................26
   5.6     Rights of Action................................................26
   5.7     Regulatory Approvals............................................26
   5.8     Declaration as to Non-Canadian and Non-U.S. Holders.............26
   5.9     Notices.........................................................27
   5.10    Costs of Enforcement............................................27
   5.11    Successors......................................................28
   5.12    Benefits of this Agreement......................................28
   5.13    Governing Law...................................................28
   5.14    Severability....................................................28
   5.15    Effective Date..................................................28
   5.16    Determinations and Actions by the Board of Directors............28
   5.17    Time of the Essence.............................................29
   5.18    Execution in Counterparts.......................................29
   5.19    Language........................................................29

EXHIBIT "A" Form of Rights Certificate.....................................31

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                  SHAREHOLDER PROTECTION RIGHTS PLAN AGREEMENT

THIS AGREEMENT, dated as of the 24th day of January, 2001 is made between
Haemacure Corporation, a corporation incorporated under the Canada Business
Corporations Act (the "Corporation"), and Trust General du Canada, a trust
company incorporated under the laws of Quebec (the "Rights Agent");

WHEREAS:

A.    In order to implement the adoption of a shareholder protection rights plan
      as established by this Agreement, the Board of Directors of the
      Corporation (the "Board of Directors") has:

      (i)   authorized effective 5:00 p.m. (Montreal time) on January 24, 2001
            the issuance of one Right (as hereinafter defined) in respect of
            each Common Share (as hereinafter defined) outstanding at the Record
            Time (as hereinafter defined); and

      (ii)  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 and the Expiration Time (as hereinafter defined);

B.    Each Right entitles the holder thereof, after the Separation Time, to
      purchase securities or other assets of the Corporation pursuant to the
      terms and subject to the conditions set forth herein; and

C.    The Corporation desires to appoint the Rights Agent to act on behalf of
      the Corporation, and the Rights Agent is willing to so act, in connection
      with the issuance, transfer, exchange and replacement of Rights
      Certificates (as hereinafter defined), the exercise of Rights and other
      matters referred to herein.

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

                           ARTICLE 1 - INTERPRETATION

1.1      Certain Definitions

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

"Acquiring Person" shall mean, subject to section 1.4 hereof, any Person who, at
any time after the Record Time and prior to the Expiration Time, is the
Beneficial Owner of twenty per cent (20%) or more of the outstanding Voting
Shares, specifically excluding the following Persons:

(i)   the Corporation or any Subsidiary of the Corporation, any employee benefit
      plan or trust for the benefit of employees of the Corporation or any
      Subsidiary of the Corporation, or any Person organized, appointed or
      established by the Corporation for or pursuant to the terms of any such
      plan or trust and acting in such capacity; and

(ii)  any Person who becomes the Beneficial Owner of twenty per cent (20%) or
      more of the outstanding Voting Shares as a result of one or any
      combination of: (A) an acquisition or redemption by the Corporation of
      Voting Shares which, by reducing the number of Voting Shares outstanding,
      increases the proportionate number of Voting Shares Beneficially Owned by
      such Person to twenty per cent (20%) or more of the Voting Shares then
      outstanding; (B) Permitted Bid Acquisitions; or (C) Exempt Acquisitions;

                                      -1-
<PAGE>

      provided, however, that if a Person becomes the Beneficial Owner of twenty
      per cent (20%) or more of the outstanding Voting Shares by reason of one
      or any combination of the operation of parts (A), (B) or (C) above and,
      after so becoming, becomes the Beneficial Owner of any additional Voting
      Shares other than pursuant to Permitted Bid Acquisitions or through Exempt
      Acquisitions or employee stock option or purchase plans, or as a result of
      a stock dividend, a stock split or other event pursuant to which such
      Person receives or acquires Voting Shares on the same pro rata basis as
      all other holders of Voting Shares of the same class ("Pro Rata
      Acquisitions"), then as of the date of such additional Beneficial
      Ownership such Person shall become an "Acquiring Person";

"Affiliate" shall have the meaning ascribed to such term in section 9 of the
Securities Act (Quebec);

"Agreement" shall mean this shareholder protection rights plan agreement dated
as of January 24, 2001 between the Corporation and the Rights Agent, as amended
or supplemented from time to time; "hereof", "herein", "hereto" and similar
expressions mean and refer to this Agreement as a whole and not to any
particular part of this Agreement;

"Annual cash dividends" shall mean cash dividends paid in any fiscal year of the
Corporation on its Common Shares to the extent that such cash dividends do not
exceed, in the aggregate, the greatest of:

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

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

      (iii) one hundred per cent (100%) of the aggregate consolidated net income
            of the Corporation, before extraordinary items, for its immediately
            preceding fiscal year.

"Associate" shall have the meaning ascribed to such term in section 5 of the
Securities Act (Quebec), provided that a Fiduciary is not an Associate of a
trust or trusts for which the Fiduciary is acting as trustee or in a similar
capacity and where the Fiduciary has no investment authority (including none of
the rights of control or direction) and no beneficial interest in the securities
owned by the other person and the trust or trusts are not otherwise affiliated
with or acting jointly or in concert with the Fiduciary or each other;

A Person shall be deemed the "Beneficial Owner" of, and to have "Beneficial
Ownership" of, and to "Beneficially Own":

      (i)   any securities as to which such Person or any of such Person's
            Affiliates or Associates is the direct or indirect beneficial owner
            and for this purpose a Person shall be deemed to be a beneficial
            owner of all securities: (A) owned by a partnership of which the
            Person is a partner; (B) owned by a trust of which the Person is a
            beneficiary; (C) owned jointly or in common with others; and (D) of
            which the Person may be deemed to be the beneficial owner (whether
            or not of record) pursuant to the provisions of the Canada Business
            Corporations Act, the Securities Act (Quebec), or pursuant to any
            comparable or successor laws, regulations or rules or, if such laws,
            regulations or rules shall be rescinded and there shall be no
            comparable or successor laws, regulations or rules, pursuant to the
            provisions of the Canada Business Corporations Act or the Securities
            Act (Quebec) as in effect on the date of this Agreement;

                                      -2-
<PAGE>

      (ii)  any securities as to which such Person or any of such Person's
            Affiliates or Associates has either or both: (A) the right to
            acquire (whether such right is exercisable immediately or after the
            lapse or passage of time and whether or not on condition or the
            happening of any contingency or otherwise) pursuant to any
            agreement, arrangement, pledge or understanding, whether or not in
            writing (other than customary agreements with and between
            underwriters and banking group or selling group members with respect
            to a bona fide public offering of securities and other than pledges
            of securities in the ordinary course of business) or upon the
            exercise of any conversion right, exchange right, share purchase
            right (other than the Rights), warrant or option, or otherwise; or
            (B) the right to vote such security (whether such right is
            exercisable immediately or after the lapse or passage of time and
            whether or not on condition or the happening of any contingency or
            otherwise), pursuant to any proxy agreement, arrangement or
            understanding (whether or not in writing) or otherwise;

      (iii) any securities which are Beneficially Owned within the meaning of
            clauses (i) or (ii) by any other Person with which a Person or any
            of its Affiliates or Associates is acting in concert or jointly or
            has any proxy agreement, arrangement or understanding (whether or
            not in writing) with respect to or for the purpose of acquiring,
            holding, voting or disposing of any Voting Shares or acquiring,
            holding or disposing of a significant portion of the property or
            assets of the Corporation or any Subsidiary of the Corporation,
            other than: (A) customary agreements with and between underwriters
            and banking group or selling group members with respect to a bona
            fide public offering of securities; or (B) agreements between a
            Fiduciary, acting as such, and another Person, where the Fiduciary
            has no investment authority (including none of the rights of control
            or direction) and no beneficial interest in the securities owned by
            the other Person;

      provided, however, that a Person shall not be deemed the "Beneficial
      Owner" or to have "Beneficial Ownership" of, or to "Beneficially Own" any
      security:

      (A)   solely because such security has been deposited or tendered pursuant
            to any Take-over Bid made by such Person or made by any of such
            Person's Affiliates or Associates until such deposited or tendered
            security has been taken up or paid for, whichever shall first occur,
            or

      (B)   solely because such Person or any of such Person's Affiliates or
            Associates has or shares the power to vote or direct the voting of
            such security pursuant to a revocable proxy given in response to a
            public proxy solicitation made pursuant to and in accordance with
            the applicable rules and regulations under the Canada Business
            Corporations Act or the Securities Act (Quebec); or

      (C)   solely because such Person or any of such Person's Affiliates or
            Associates has or shares the power to vote or direct the voting of
            such security in connection with or in order to participate in a
            public proxy solicitation made or to be made pursuant to and in
            accordance with the applicable rules and regulations referred to in
            (B) above; or

      (D)   held for or pursuant to the terms of any employee stock ownership or
            other employee benefit plan of the Corporation or a wholly-owned
            Subsidiary of the Corporation.

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

                                      -3-
<PAGE>

"Board of Directors" shall mean the board of directors of the Corporation or any
duly constituted and empowered committee thereof;

"Business Day" shall mean any day other than a Saturday, Sunday or a day on
which banking institutions in Montreal are authorized or obligated by law order
to close;

"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 U.S. Canadian Exchange Rate on such date;

"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 principal transfer office in Montreal of the transfer agent for the
Common Shares (or, after the Separation Time, the principal transfer office in
Montreal of the Rights Agent) closes to the public;

"CDN" shall mean the trade reporting and quotation system for over-the-counter
trading operated by The Canadian Dealing Network Inc.;

"Common Shares" shall mean the common shares without par value in the capital of
the Corporation (or of another corporation into which the Corporation may have
been amalgamated) and any other shares of the Corporation into which such shares
may be subdivided, consolidated, reclassified or changed, and so on from time to
time;

"Co-Rights Agents" shall have the meaning ascribed thereto in clause 4.1(a);

"Election to Exercise" shall have the meaning ascribed thereto in clause 2.2(d);

"Exempt Acquisitions" shall mean share acquisitions in respect of which the
Board of Directors has waived the application of section 3.1 pursuant to the
provisions of clause 5.1(b) or clause 5.1(c) or which were made on or prior to
the date of this Agreement;

"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 which, until
adjustment thereof in accordance with the terms hereof and in particular in
accordance with sections 2.3 and 3.1 hereof, shall be seventy-five dollars
($75.00);

"Expansion Factor" shall have the meaning ascribed thereto in clause 2.3(a);

"Expiration Time" shall mean the earlier of:

      (i)   the Termination Time; or

      (ii)  the close of business on January 23, 2004;

"Fiduciary" shall mean a trust company registered under the trust company
legislation of Canada or any province thereof, a trust company organized under
the laws of any state of the United States, a portfolio manager registered under
the securities legislation of one or more provinces of Canada or an investment
adviser registered under the securities legislation of the United States or any
state of the United States:

"Flip-in Event" shall mean a transaction in or pursuant to which any Person
becomes an Acquiring Person;

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"Grandfathered Person" shall have the meaning ascribed thereto in section 1.4;

"holder" shall have the meaning ascribed thereto in section 2.8;

"Market Price" per share of any securities on any date of determination shall
mean the average of the daily closing prices per share of such securities
(determined as described below) on each of the twenty (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 on which the greater number of shares has been traded on such day or if
the shares are listed only on one stock exchange at that time, that stock
exchange; or (ii) if for any reason none of such prices is available on such day
or the securities are not listed or admitted to trading on any stock exchange,
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 in the principal
consolidated transaction reporting system with respect to securities listed or
admitted to trading on the securities exchange in Canada or the United States on
which the Common Shares are primarily traded; or (iii) if for any reason none of
such prices is available on such day or the securities are not listed or
admitted to trading on a securities exchange in Canada or the United States or
on any consolidated reporting system, 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, as reported by NASDAQ or, if the
securities are not quoted on NASDAQ, as reported by CDN or such other system
then in use; or (iv) if on any such date the securities are not quoted by any
such organizations 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; 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
the securities on such date as determined in good faith by the Board of
Directors, after consultation with a nationally recognized investment dealer or
investment banker. The Market Price shall be expressed in Canadian dollars and
if initially determined in respect of any day forming part of the twenty (20)
consecutive trading day period in United States dollars, such amount shall be
translated into Canadian dollars at the Canadian Dollar Equivalent thereof.
Notwithstanding the foregoing, if the Board of Directors is satisfied that the
Market Price of any securities as determined herein was affected by improper
manipulation, the Board of Directors may, acting in good faith, determine the
Market Price of the securities, such determination to be based on a finding as
to the price at which a holder of securities of that class could reasonably have
expected to dispose of his securities immediately prior to the relevant date
excluding any change in price reasonably attributable to the improper
manipulation;

"NASDAQ" shall mean the National Association of Dealers, Inc. Automated
Quotation System;

"Nominee" shall have the meaning ascribed thereto in clause 2.2(c);

"Offer to Acquire" shall include:

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

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<PAGE>

      (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;

"Offeror" shall mean a Person who has announced an intention to make or who has
made a Take-over Bid;

"Offeror's Securities" means Voting Shares Beneficially Owned by an Offeror;

"Permitted Bid" means a Take-over Bid made in compliance with, and not on a
basis which is exempt from or otherwise not subject to, the provisions of Title
IV of the Securities Act (Quebec) and the regulations thereunder (or such
comparable or successor laws or regulations or, if such provisions shall be
repealed and there shall be no comparable or successor laws or regulations,
pursuant to such provisions as in effect on the date of this Agreement) and in
compliance with all other applicable securities laws and regulations, subject to
any exemptions ordered or granted for purposes of uniformity, and which also
complies with the following additional provisions:

      (i)   the Take-over Bid is made for all Voting Shares to all holders of
            record of Voting Shares wherever resident as registered on the books
            of the Corporation and the time of expiry of the Take-over Bid does
            not occur prior to a date which is not less than ninety (90) days
            following the Take-over Bid;

      (ii)  the Offeror does not at the commencement of nor at any time during
            the currency of the Take-over Bid Beneficially Own more than five
            per cent (5%) of the outstanding Voting Shares;

      (iii) 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 ninety (90) days following the date of
            the Take-over Bid;

      (iv)  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 clause (iii) hereof 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 a date which is not less than ninety (90)
            days following the date of the Take-over Bid;

      (v)   the Take-over Bid contains an irrevocable and unqualified condition,
            which for greater certainty may not be waived by the Offeror, and
            which may not be extended without the prior written approval of the
            Corporation, that not less than fifty per cent (50%) of the then
            outstanding Voting Shares, other than Offeror's Securities, must be
            deposited to the Take-over Bid and not withdrawn at the close of
            business on the eightieth (80th) day following the date of the
            Take-over Bid, and the Offeror shall publicly announce and advise
            the Corporation forthwith and in any event not more than one (1)
            Business Day thereafter whether or not such condition has been
            satisfied;

      (vi)  the Offeror shall provide the Rights Agent, within two (2) Business
            Days of the announcement of the Take-over Bid, with a list of all
            the Offeror's Securities together with the particulars of the
            registration of all such securities and an undertaking to update

                                      -6-
<PAGE>

            such list on a daily basis during the currency of the Take-over Bid
            to reflect any changes occurring or to occur in such Beneficial
            Ownership, and shall continually perform such obligation;

      (vii) the Offeror, or any of its Affiliates or Associates, or any Person
            acting jointly or in concert with the Offeror or any of its
            Affiliates or Associates in connection with the Take-over Bid, shall
            not have entered into either prior to the commencement of the
            Take-over Bid nor at any time during the currency thereof any
            agreement, commitment or understanding, whether formal or informal,
            with a Person who Beneficially Owns twenty per cent (20%) or more of
            the outstanding Voting Shares with respect to the Voting Shares
            Beneficially Owned by such Person; and

      (viii) the Take-over Bid is made on terms and conditions that comply with,
            and which do not and will not, upon its completion, result in the
            Corporation or any Subsidiary of the Corporation being in default
            under, or in contravention of, any applicable laws;

provided that, for greater certainty, the Offeror shall be entitled to withdraw
its Take-over Bid at any time prior to the termination thereof should it be
otherwise entitled to do so under applicable law;

"Permitted Bid Acquisitions" shall mean share acquisitions made pursuant to a
Permitted Bid;

"Person" shall mean an individual, body corporate, partnership, syndicate or
other form of unincorporated association, government, government agency or
instrumentality, entity or group whether or not having legal personality and any
of the foregoing acting in any derivative, representative or fiduciary capacity;

"Pro Rata Acquisitions" shall have the meaning ascribed thereto in paragraph
(ii) of the definition of "Acquiring Person" in section 1.1;

"Record Time" shall mean the close of business on December 31, 2000;

"Redemption Price" shall have the meaning ascribed thereto in clause 5.l(a);

"Right" shall mean a right to purchase a Common Share, upon the terms and
subject to the conditions set forth in this Agreement;

"Rights Certificate" shall have the meaning ascribed thereto and be in the form
provided in clause 2.2(c);

"Rights Register" shall have the meaning ascribed thereto in clause 2.6(a);

"Rights Registrar" shall have the meaning ascribed thereto in clause 2.6(a);

"Securities Act (Quebec)" shall mean the Securities Act, R.S.Q., c. V-1.1, as
amended, and the regulations thereunder, and any comparable or successor laws or
regulations thereto;

"Separation Time" shall mean the close of business on the eighth (8th) Trading
Day after the earliest of: (i) the Stock Acquisition Date; (ii) the date of the
commencement of or first public announcement of the intent of any Person (other
than a Person referred to in clause (i) of the definition of "Acquiring Person")
to commence a Take-over Bid (other than a Permitted Bid); (iii) the date upon
which a Take-over Bid that is a Permitted Bid ceases to be a Permitted Bid; or
(iv) such earlier or later time or times, as the case may be, as may be
determined by the Board of Directors, provided that, if any Take-over Bid
referred to in clause (ii) or (iii) of this definition expires, is cancelled,
terminated or otherwise withdrawn prior to the

                                      -7-
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Separation Time, such Take-over Bid shall be deemed, for the purposes of this
definition, never to have been made;

"Stock Acquisition Date" shall mean the date of public announcement by the
Corporation that an Acquiring Person has become such;

"Subsidiary" of any Person shall mean any corporation or other entity of which a
majority of the voting power or a majority of the equity interest is
Beneficially Owned by such Person;

"Take-over Bid" means an Offer to Acquire Voting Shares where the Voting Shares
subject to the Offer to Acquire, together with the Offeror's Securities,
constitute in the aggregate twenty per cent (20%) or more of the outstanding
Voting Shares at the date of the Offer to Acquire;

"Termination Time" shall mean the time at which the right to exercise Rights
shall terminate pursuant to section 3.2 or 5.1 hereof;

"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
admitted to trading is open for the transaction of business or, if the
securities are not listed or admitted to trading on any securities exchange, a
Business Day;

"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 (1) United States dollar into
            Canadian dollars, such rate; and

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

"Voting Shares" shall mean the Common Shares and any other shares in the capital
of or voting interests of the Corporation entitled to vote generally in the
election of all 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;

provided that where any Person is deemed to Beneficially Own unissued Voting
Shares, such Voting Shares shall be deemed to be outstanding for the purpose of
calculating the percentage of Voting Shares Beneficially Owned by such Person.

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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      Headings

The division of this Agreement into articles, sections, clauses and subclauses
and the insertion of headings, subheadings and a table of contents are for
convenience of reference only and shall not affect the construction or
interpretation of this Agreement.

1.4      Grandfather Provisions

A Person shall not be and shall not be deemed to be an Acquiring Person if such
Person (a "Grandfathered Person") is the Beneficial Owner of twenty percent
(20%) or more of the outstanding Voting Shares as at January 1, 2001; provided,
however, that the exception in this section 1.4 shall cease to be applicable to
a Grandfathered Person who shall after January 1, 2001 become, pursuant to one
or more transactions or events, the Beneficial Owner of additional Voting Shares
constituting in the aggregate more than one per cent (1%) of the outstanding
Voting Shares determined as at January 1, 2001, other than pursuant to Permitted
Bid Acquisitions, Exempt Acquisitions or Pro Rata Acquisitions.

                             ARTICLE 2 - THE RIGHTS

2.1      Legend on Common Share Certificates

Certificates representing Common Shares, which certificates are issued after the
Record Time but prior to the earlier of the Separation Time and the Expiration
Time, shall also evidence one Right for each Common Share represented thereby
and shall have impressed on, printed on, written on or otherwise affixed to them
the following legend:

"Until the Separation Time (defined in the Rights Agreement referred to below),
this certificate also evidences and entitles the holder thereof to certain
rights described in a Shareholder Protection Rights Plan Agreement, dated as of
January 24, 2001, as amended (the "Rights Agreement"), between Haemacure
Corporation and Trust General du Canada, a copy of which is on file at the
principal executive offices of the Corporation, the terms of which are
incorporated herein by reference. Under certain circumstances set out in the
Rights Agreement, the rights may be redeemed, expire, become null and void (if,
in certain cases, they are "Beneficially Owned" by an "Acquiring Person") or be
evidenced by separate certificates and no longer evidenced by this certificate.
Upon written request, a copy of the Rights Agreement will be mailed within five
(5) days to the holder of this Certificate."

Certificates representing Common Shares that are issued and outstanding at the
Record Time shall also evidence one Right for each Common Share evidenced
thereby notwithstanding the absence of the foregoing legend until the Separation
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, after the Separation Time and prior to the
            Expiration Time, to purchase, for the Exercise Price, one (1) Common
            Share. Notwithstanding any other provision of this Agreement, any
            Rights Beneficially Owned by the Corporation or any of its
            Subsidiaries shall be void.


                                      -9-
<PAGE>

      (b)   Until the Separation Time: (i) the Rights shall not be exercisable
            and no Right may be exercised; and (ii) for administrative purposes
            each Right will be evidenced by the certificates for Common Shares
            registered in the names of the holders thereof (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 Common Shares.

      (c)   From and after the Separation Time and prior to the Expiration Time:
            (i) the Rights shall be exercisable; and (ii) the registration and
            transfer of the Rights shall be separate from and independent of
            Common Shares. Promptly following the Separation Time, the
            Corporation will prepare and the Rights Agent will mail to each
            holder of record of Common Shares as of the Separation Time (other
            than an Acquiring Person and, in respect of any Rights Beneficially
            Owned by such Acquiring Person which are not held of 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
            (the Corporation hereby agreeing to furnish copies of such records
            to the Rights Agent for this purpose): (x) 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, rule, regulation or judicial or
            administrative order or with any rule or regulation made pursuant
            thereto or with any rule or regulation of any self-regulatory
            organization, stock exchange or quotation system on which the Rights
            may from time to time be listed or traded, or to conform to usage;
            and (y) a disclosure statement describing the Rights, provided that
            a Nominee shall be sent the materials provided for in (x) and (y) 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, at its principal stock transfer
            office in the City of Montreal, or the principal stock transfer
            office of the Rights Agent in the cities designated from time to
            time for that purpose by the Corporation, the Rights Certificate
            evidencing such Rights with an election to exercise such Rights (an
            "Election to Exercise") substantially in the form attached to the
            Rights Certificate, duly completed and accompanied by payment 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 Common
            Shares in a name other than that of the holder of the Rights being
            exercised.

      (e)   Upon receipt of a Rights Certificate, which is accompanied by: (x) a
            completed Election to Exercise that does not indicate that such
            Right is null and void as provided by clause 2.2(a) or 3.1(b); and
            (y) payment as set forth in clause 2.2(d), the Rights Agent (unless
            otherwise instructed by the Corporation as a result of the
            Corporation being of the opinion that such Right is null and void as
            provided in clause 2.2(a) or 3.1(b) or that it would be
            inappropriate to issue such Right where the circumstances of clause
            3.2 shall apply) will thereupon promptly:

            (i)   requisition from a transfer agent for the Common Shares
                  certificates representing the number of Common Shares to be
                  purchased (the Corporation hereby


                                      -10-
<PAGE>

                  irrevocably authorizing its transfer agents to comply with all
                  such requirements); and

            (ii)  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.

      (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 shall 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 securities delivered upon exercise of
                  Rights shall, at the time of delivery of the certificates for
                  such securities (subject to payment of the Exercise Price), be
                  duly and validly authorized, executed, issued and delivered as
                  fully paid and non-assessable;

            (ii)  take all such action as may be necessary and within its power
                  to comply with the requirements of the Canada Business
                  Corporations Act, the Securities Act (Quebec), the securities
                  laws or comparable legislation of each of the provinces of
                  Canada and the 1933 Securities Act and the 1934 Exchange Act
                  of the United States and any other applicable law, rule or
                  regulation applicable to the issuance and delivery of the
                  Rights Certificates and the issuance of any securities upon
                  exercise of Rights;

            (iii) use reasonable efforts to cause all securities issued upon
                  exercise of Rights to be listed upon issuance on the principal
                  exchanges on which the Common Shares were traded prior to the
                  Stock Acquisition Date;

            (iv)  cause to be reserved and kept available out of its authorized
                  and unissued Common Shares, the number of Common Shares that,
                  as provided in this Agreement, will from time to time be
                  sufficient to permit the exercise in full of all outstanding
                  Rights;

            (v)   pay when due and payable any and all Canadian and, if
                  applicable, United States, federal, provincial and state
                  transfer taxes and charges (not including any income or
                  capital gain taxes of the holder or exercising holder or any
                  liability of the Corporation to withhold tax) which may be
                  payable in respect of the original issuance or delivery of the
                  Rights Certificates, 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 securities in a name other than that of the
                  holder of the Rights being transferred or exercised; and

            (vi)  after the Separation Time, except as permitted by section 5.1
                  or section 5.4 hereof, not take (or permit any Subsidiary to
                  take) any action if at the time such action is taken it is
                  reasonably foreseeable that such action will diminish

                                      -11-
<PAGE>

                  substantially or otherwise eliminate the benefits intended to
                  be afforded by the Rights.

2.3      Adjustments to Exercise Price; Number of Rights

The Exercise Price, the number and kind of securities 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 date of
            this Agreement: (i) declare or pay a dividend on its Common Shares
            payable in Common Shares (or other capital stock or securities
            exchangeable for or convertible into or giving a right to acquire
            its Common Shares or other capital stock) other than pursuant to any
            optional stock dividend program and other than a dividend payable in
            Common Shares in lieu of annual cash dividends; (ii) subdivide or
            change the outstanding Common Shares into a greater number of Common
            Shares; (iii) combine or change the outstanding Common Shares into a
            smaller number of Common Shares; or (iv) issue any Common Shares (or
            other securities exchangeable for or convertible into or giving a
            right to acquire Common Shares or other securities) 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 securities
            purchasable upon exercise of Rights shall be adjusted as of the
            payment or effective date in the manner set forth below. If the
            Exercise Price and number of Rights outstanding are to be adjusted:
            (x) 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 (1) Common Share
            immediately prior to such dividend, subdivision, change, combination
            or issuance would hold thereafter as a result thereof; and (y) 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 distributed among the Common 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
            Common Share (or other capital stock) shall have exactly one Right
            associated with it. If the securities purchasable upon exercise of
            Rights are to be adjusted, the securities purchasable upon exercise
            of each Right after such adjustment shall be the securities that a
            holder of the securities 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 the first sentence of this clause
            2.3(a), 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, and
            the Corporation will not consolidate with, amalgamate with or into
            or enter into an arrangement with, any other Person unless such
            Person agrees to be bound by the terms of an amendment effecting
            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


                                      -12-
<PAGE>

            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 Expiration Time fix a record date for the issuance
            of rights, options or warrants to all or substantially all of the
            holders of Common Shares entitling them (for a period expiring
            within forty-five (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 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) of
            less than ninety percent (90%) of the Market Price per Common Share
            on such record date, the Exercise Price to be in effect after such
            record date shall be determined by multiplying the Exercise Price in
            effect immediately prior to such record date by a fraction, the
            numerator of which shall be the number of Common Shares outstanding
            on such record date plus the number of Common Shares that 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 per Common Share, and the
            denominator of which 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 by delivery of consideration,
            part or all of which may be in a form other than cash, the value of
            such consideration shall be as determined in good faith by the Board
            of Directors, 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. Such adjustment shall be made
            successively whenever such a record date is fixed, and in the event
            that such rights or warrants are not so issued, the Exercise Price
            shall be adjusted to be the Exercise Price which would then be in
            effect if such record date had not been fixed.

            For purposes of this Agreement, the granting 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, stock option 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
            ninety per cent (90%) of the current market price per share
            (determined as provided in such plans) of the Common Shares.

      (c)   In the event the Corporation shall at any time after the Record Time
            and prior to the Expiration Time fix a record date for a
            distribution to all or substantially all of the holders of Common
            Shares (including any such distribution made in connection with a
            merger or amalgamation in which the Corporation is the continuing
            corporation) of evidences of indebtedness, cash (other than annual
            cash dividends), assets (including securities, but


                                      -13-
<PAGE>

            except a dividend described in subclause 2.3(a)(i) above), or
            rights, options or warrants (excluding those referred to in clause
            2.3(b) hereof), the Exercise Price to be in effect after such record
            date shall be determined by multiplying the Exercise Price in effect
            immediately prior to such record date by a fraction, the numerator
            of which shall be the Market Price per Common Share on such record
            date, less the fair market value (as determined in good faith by the
            Board of Directors, whose determination shall be described in a
            statement filed with the Rights Agent) of the portion of the cash,
            assets or evidences of indebtedness so to be distributed or of such
            rights or warrants applicable to a Common Share and the denominator
            of which shall be such Market Price per Common Share. 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 shall be adjusted to be the Exercise Price which
            would have been in effect if such record date had not been fixed.

      (d)   Notwithstanding anything herein to the contrary, no adjustment in
            the Exercise Price shall be required unless such adjustment would
            require an increase or decrease of at least one per cent (1%) in the
            Exercise Price; provided, however, that any adjustments which by
            reason of this clause 2.3(d) are not required to be made shall be
            carried forward and taken into account in any subsequent adjustment.
            All calculations under this section 2.3 shall be made to the nearest
            cent or to the nearest hundredth of a share. Notwithstanding the
            first sentence of this clause 2.3(d), any adjustment required by
            this section 2.3 shall be made no later than the earlier of: (i)
            three (3) years from the date of the transaction which mandates such
            adjustment; or (ii) the Termination Date.

      (e)   In the event the Corporation shall at any time after the Record Time
            and prior to the Separation Time issue any shares of capital stock
            (other than Common Shares), or rights or warrants to subscribe for
            or purchase any such capital stock, or securities convertible into
            or exchangeable for any such capital stock, in a transaction
            referred to in clause (a)(i) or (a)(iv) above, or if the Corporation
            shall take any other action (other than the issue of Common Shares)
            which might have a negative effect on the holders of Rights, then,
            unless the Board of Directors acting in good faith determines that
            the adjustments contemplated by clauses (a), (b) and (c) above in
            connection with such transaction will appropriately protect the
            interests of the holders of Rights, the Corporation shall determine
            what other adjustments to the Exercise Price, number of Rights
            and/or securities purchasable upon exercise of Rights would be
            appropriate and, notwithstanding clauses (a), (b) and (c) above,
            such adjustments, rather than the adjustments contemplated by
            clauses (a), (b) and (c) above, shall be made. The Corporation and
            the Rights Agent shall amend this Agreement as appropriate to
            provide for such adjustments.

      (f)   Each Right originally issued by the Corporation subsequent to any
            adjustment made to the Exercise Price hereunder shall evidence the
            right to purchase, at the adjusted Exercise Price, the number of
            Common Shares purchasable from time to time hereunder upon exercise
            of a Right immediately prior to such issue, all subject to further
            adjustment as provided herein.

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


                                      -14-
<PAGE>

      (h)   In any case in which this section 2.3 shall require that an
            adjustment in the 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 the number of Common Shares and
            other securities of the Corporation, if any, issuable upon such
            exercise over and above the number of Common Shares and other
            securities of the Corporation, if any, issuable upon such exercise
            on the basis of the Exercise Price in effect prior to such
            adjustment; provided, however, that the Corporation shall deliver to
            such holder an appropriate instrument evidencing such holder's right
            to receive such additional shares (fractional or otherwise) or
            securities upon the occurrence of the event requiring such
            adjustment.

      (i)   Notwithstanding anything in this section 2.3 to the contrary, the
            Corporation shall be entitled to make such reductions in the
            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 Director shall determine to be advisable in
            order that any: (i) consolidation or subdivision of the Common
            Shares; (ii) issuance wholly or in part for cash of Common Shares or
            securities that by their terms are convertible into or exchangeable
            for Common Shares; (iii) stock dividends; or (iv) issuance of
            rights, options or warrants referred to in this section 2.3,
            hereafter made by the Corporation to holders of its Common Shares,
            shall not be taxable to such shareholders.

      (j)   In any case in which this section 2.3 shall require any adjustment,
            the Corporation shall deliver to the Rights Agent a certificate duly
            executed by an officer of the Corporation describing such
            adjustment, in addition to any other statement or document required
            by this section 2.3.

2.4      Date on Which Exercise is Effective

Each Person in whose name any certificate for Common Shares or other securities,
if applicable, is issued upon the exercise of Rights shall for all purposes be
deemed to have become the holder of record of the Common Shares or other
securities, if applicable, 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 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 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 its Chairman, President or any of its Vice Presidents
            and by its Secretary or one of its Assistant Secretaries, if any.
            The signature and attestation of any of these officers on the Rights
            Certificates may be manual or facsimile. Rights Certificates bearing
            the manual or facsimile signatures of individuals who were at any
            time the proper officers of the Corporation shall bind the
            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.


                                      -15-
<PAGE>

      (b)   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
            manually countersign and send such Rights Certificates to the
            holders of the Rights pursuant to clause 2.2(c) hereof. No Rights
            Certificate shall be valid for any purpose until countersigned by
            the Rights Agent as aforesaid.

      (c)   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 registrar
            for the Rights (the "Rights Registrar") for the purpose of
            maintaining the Rights Register for the Corporation and registering
            Rights and transfers of Rights as herein provided and the Rights
            Agent hereby accepts such appointment. In the event that the Rights
            Agent shall cease to be the Rights Registrar, the Rights Agent shall
            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 clause 2.6(c) below,
            the Corporation shall execute, and the Rights Agent shall manually
            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 any other expenses (including the
            fees and expenses of the Rights Agent) connected therewith.

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 reasonable
            satisfaction of the destruction, loss or theft of any


                                      -16-
<PAGE>

            Rights Certificate; and (ii) such security or indemnity as may be
            reasonably required by them to save each of them and any of their
            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 the
            Corporation's 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) connected 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 a 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 by the Corporation.

2.8      Persons Deemed Owners

The Corporation, the Rights Agent and any agent of the Corporation or the Rights
Agent may deem and treat the Person in whose name a Rights Certificate (or,
prior to the Separation Time, the associated Common Share certificate) is
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 Common Shares
certificate).

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 the same, consents and agrees with the
Corporation and the Rights Agent and with every other holder of Rights:

      (a)   to 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)   that prior to the Separation Time, each Right will be transferable
            only together with, and will be transferred by a transfer of, the
            Common Share certificate representing such Right;


                                      -17-
<PAGE>

      (c)   that prior to due presentment of a Rights Certificate (or, prior to
            the Separation Time, the associated Common 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 Common 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 Common 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;

      (d)   that such holder of Rights has waived his right to receive any
            fractional Rights or any fractional shares or other securities upon
            exercise of a Right (except as provided herein); and

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

2.11     Rights Certificate Holder not Deemed a Shareholder

No holder, as such, of any Rights or Rights Certificate shall be entitled to
vote, receive dividends or be deemed for any purpose whatsoever the holder of
any Common Share or any other share or security of the Corporation which may at
any time be issuable on the exercise of the Rights represented thereby, nor
shall anything contained herein or in any Rights Certificate be construed or
deemed or confer upon the holder of any Right or Rights Certificate, as such,
any of the rights, titles, benefits or privileges of a holder of Common Shares
or any other shares or securities of the Corporation or any right to vote at any
meeting of shareholders of the Corporation whether for the election of Directors
or otherwise or upon any matter submitted to holders of shares of the
Corporation at any meeting thereof, or to give or withhold consent to any action
of the Corporation, or to receive notice of any meeting or other action
affecting any holder of Common Shares or any other shares or securities of the
Corporation except as expressly provided herein, or to receive dividends,
distributions or subscription rights, or otherwise, until the Right or Rights
evidenced by Rights Certificates shall have been duly exercised in accordance
with the terms and provisions hereof.

                           ARTICLE 3 - FLIP-IN-EVENT

3.1      Flip-In Event

      (a)   Subject to clause 3.1(b), section 3.2, clause 5.1(b), clause 5.1(c)
            and the second sentence of clause 2.2(a), in the event that prior to
            the Expiration Time a Flip-In Event shall occur, each Right shall
            constitute, effective on and after the Stock Acquisition Date, the
            right to purchase from the Corporation, upon payment of the Exercise
            Price and otherwise exercising such Right in accordance with the
            terms hereof, that number of Common Shares as shall equal the result
            obtained by: (i) multiplying the then current Exercise Price by the
            number of Common Shares for which each Right is exercisable
            immediately prior to the Stock Acquisition Date; and (ii) dividing
            that product by fifty per cent (50%) of the Market Price on the
            Stock Acquisition Date of the Common Shares (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
            Stock Acquisition Date an event of a type analogous to any of the
            events described in section 2.3 shall have occurred).


                                      -18-
<PAGE>

      (b)   Notwithstanding anything in this Agreement to the contrary, upon the
            occurrence of any Flip-In Event, any Rights that are Beneficially
            Owned 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 or any Affiliate or Associate of an Acquiring
            Person); or (ii) a transferee of Rights, directly or indirectly, of
            an Acquiring Person (or of any Affiliate or Associate of an
            Acquiring Person or of any Person acting jointly or in concert with
            an Acquiring Person or any Associate or Affiliate of an Acquiring
            Person) who becomes a transferee concurrently with or subsequent to
            the Acquiring Person becoming such shall become null and void
            without any further action, and any holder of such Rights (including
            transferees) shall not have any rights whatsoever 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)   The Corporation shall immediately notify the Rights Agent (and any
            Co-Rights Agents, as defined in clause 4.1(a) hereof) of the
            occurrence of any Flip-In Event.

      (d)   From and after the Separation Time, the Corporation shall do all
            such acts and things as shall be necessary and within its power to
            ensure compliance with the provisions of this section 3.1, including
            without limitation, all such acts and things as may be required to
            satisfy the requirements of the Canada Business Corporations Act,
            the Securities Act (Quebec), the securities laws or comparable
            legislation in each of the provinces of Canada and in any other
            jurisdiction where the Corporation is subject to such laws and the
            rules of the stock exchange(s) where the Common Shares are listed at
            such time in respect of the issue of Common Shares upon the exercise
            of Rights in accordance with this Agreement.

3.2      Exchange Option

      (a)   In the event that the Board of Directors acting in good faith shall
            determine that conditions exist which would eliminate or otherwise
            materially diminish in any respect the benefits intended to be
            afforded to the holders of Rights pursuant to this Agreement, the
            Board of Directors, at its option, at any time after a Flip-In Event
            has occurred, and subject to the approval of the relevant securities
            exchanges or commissions, may authorize the Corporation to issue or
            deliver in respect of each Right which is not void pursuant to the
            second sentence of clause 2.2(a) or clause 3. l(b), either: (i) in
            return for the Exercise Price and the Right, debt or equity
            securities or assets of the Corporation (or a combination thereof),
            having a value equal to twice the Exercise Price; or (ii) in return
            for the Right, subject to any amounts that may be required to be
            paid under applicable law, debt or equity securities or assets of
            the Corporation (or a combination thereof) having a value equal to
            the value of the Right, in full and final settlement of all rights
            attaching to the Rights, where in either case the value of such debt
            or equity securities or assets (or a combination thereof) and, in
            the case of an issue of debt or equity securities or assets (or a
            combination thereof), pursuant to (ii) the value of the Right shall
            be determined by the Board of Directors who may rely upon the advice
            of a nationally or internationally recognized firm of investment
            dealers or investment bankers selected by the Board of Directors.

      (b)   If the Board of Directors authorizes the exchange of debt or equity
            securities or assets of the Corporation (or a combination thereof)
            for Rights pursuant to clause 3.2(a), without any further action or
            notice the right to exercise the Rights will terminate and the only
            right thereafter of a holder of Rights shall be to receive the debt
            or equity securities or


                                      -19-
<PAGE>

            assets of the Corporation (or a combination thereof, in accordance
            with the exchange formula authorized by the Board of Directors).
            Within ten (10) Business Days after the Board of Directors has
            authorized an exchange for Rights pursuant to clause 3.2(a), the
            Corporation shall give notice of such exchange to the holders of
            such Rights by mailing such notice to all such holders at their last
            address as they appear upon the register of Rights holders
            maintained by the Rights Agent. Each such notice of exchange will
            state the method by which the exchange of debt or equity securities
            or assets of the Corporation (or a combination thereof) for Rights
            will be effected.

      (c)   In the event that there shall not be sufficient securities
            authorized but unissued to permit the exchange in full of such
            Rights pursuant to this section 3.2, the Corporation shall take all
            such action as may be necessary and within its power to authorize
            additional securities for issuance upon the exchange of Rights.

      (d)   The Corporation shall not be required to issue fractions of
            securities or to distribute certificates evidencing fractional
            securities. In lieu of issuing such fractional securities, there
            shall be paid to the registered holders of Rights to whom such
            fractional securities would otherwise be issuable an amount in cash
            equal to the same fraction of the Market Price of a whole security.
            Alternatively, fractional shares may, at the election of the
            Corporation, be evidenced by scrip certificates.

                          ARTICLE 4 - THE RIGHTS AGENT

4.1      General

      (a)   The Corporation hereby appoints the Rights Agent to act as agent for
            the Corporation in accordance with the terms and conditions hereof,
            and the Rights Agent hereby accepts such appointment. The
            Corporation may from time to time, upon notification of the Rights
            Agent, appoint such Co-Rights Agents ("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 also agrees to indemnify the Rights Agent
            for, and to hold it harmless against, any loss, liability, or
            expense, incurred without gross 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 against any claim of liability, which right to
            indemnification will survive the termination of this Agreement.

            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.

      (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 Voting Shares or Common Shares or any
            Rights Certificate or certificate for other securities of the
            Corporation, instrument of assignment or transfer, power of
            attorney, endorsement, affidavit, letter, notice, direction,
            consent, certificate, statement, or other paper or document believed
            by it to be genuine


                                      -20-
<PAGE>

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

4.2      Merger or Amalgamation or Change of Name of Rights Agent

      (a)   Any corporation into which the Rights Agent or any successor of the
            Rights Agent may be merged or amalgamated or with which it may be
            consolidated, or any corporation resulting from any merger,
            amalgamation, statutory arrangement 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 countersignature of
            the predecessor Rights Agent and deliver such Rights Certificates so
            countersigned; and in case at that time any of the Rights
            Certificates have not been countersigned, any successor Rights Agent
            may countersign such Rights Certificate 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 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;

      (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 provided 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 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;


                                      -21-
<PAGE>

      (c)   the Rights Agent will be liable hereunder only for its own gross
            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 Voting Shares or Common 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
            Common 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 clause 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 ascertaining 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
            Common Shares to be issued pursuant to this Agreement or any Rights
            or as to whether any Common Shares will, when issued, be duly and
            validly authorized, executed, issued and delivered and fully paid
            and non-assessable;

      (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 performing by the Rights Agent of the provisions of
            this Agreement;

      (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, a Vice President or the Secretary 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
            Common Shares, Rights or other securities of the Corporation or
            become personally 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; and

      (i)   the Rights Agent may execute and exercise any of the rights or power
            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


                                      -22-
<PAGE>

            from any such act, default, neglect or misconduct, provided
            reasonable care was exercised 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 ninety (90) days' notice (or such lesser notice as is acceptable
to the Corporation) in writing mailed to the Corporation, the Co-Rights Agents
if any, and to each transfer agent of Common Shares by registered or certified
mail, and to the holders of the Rights in accordance with section 5.9. The
Corporation may remove the Rights Agent upon thirty (30) days' notice in
writing, mailed to the Rights Agent and to each transfer agent of the Common
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 or, if one or more Co-Rights Agents have been appointed,
appoint the Co-Rights Agent(s) to act as Rights Agent. If the Corporation fails
to make such appointment within a period of thirty (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. 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 notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Shares, and mail
a notice thereof in writing to the holders of the Rights. 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 the successor Rights Agent, as the case may be. Upon
the filing of such notice, the predecessor Rights Agents shall thereafter be
relieved of any and all liability hereunder.

                           ARTICLE 5 - MISCELLANEOUS

5.1      Redemption and Waiver

      (a)   The Board of Directors may, at its option, at any time prior to the
            Separation Time, 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"). The redemption of the Rights by the
            Board of Directors may be made effective at such time, on such basis
            and with such conditions as the Board of Directors in its sole
            discretion may establish.

      (b)   The Board of Directors may until the Separation Time determine, upon
            prior written notice delivered to the Rights Agent, to waive the
            application of section 3.1 to any particular Flip-In Event.


                                      -23-
<PAGE>

      (c)   The Board of Directors may prior to the Separation Time 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 has determined that the Acquiring
                  Person became an Acquiring Person by inadvertence and without
                  any intent or knowledge that he would become an Acquiring
                  Person; and

            (ii)  such Acquiring Person has reduced his Beneficial Ownership of
                  Voting Shares such that at the time of waiver pursuant to this
                  clause he is no longer an Acquiring Person.

      (d)   The Board of Directors shall, without further formality, be deemed
            to have elected to redeem the Rights at the Redemption Price on the
            date of expiry of a Permitted Bid, provided that the Offeror takes
            up and pays for the Voting Shares pursuant to the terms and
            conditions of the Permitted Bid.

      (e)   If the Board of Directors elects to redeem the Rights, 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 shall be to receive the Redemption Price.

      (f)   Within ten (10) days after the Board of Directors electing to redeem
            the Rights, the Corporation shall give notice of redemption to the
            holders of the then outstanding Rights by mailing such notice to all
            such holders at their last address as they appear upon the registry
            books of the Rights Agent or, prior to the Separation Time, on the
            registry books of the transfer agent 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. 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, or other
            than in connection with the purchase of Common Shares prior to the
            Separation Time.

5.2      Expiration

No Person shall have any rights whatsoever pursuant to or arising out of this
Agreement or in respect of any Right after the Expiration Time, except the
Rights Agent as specified in clause 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 such form as may be approved by the Board of Directors to
reflect any adjustment or change in the number or kind or class of securities
purchasable upon exercise of Rights made in accordance with the provisions of
this Agreement.

5.4      Supplements and Amendments

      (a)   Subject to prior written approval of the Toronto Stock Exchange, the
            Corporation may from time to time supplement or amend this Agreement
            without the approval of any holders of Rights:


                                      -24-
<PAGE>

            (i)   to make any changes which the Board of Directors acting in
                  good faith may deem necessary or desirable, provided that no
                  such supplement or amendment made on or after the Separation
                  Time shall materially adversely affect the interests of the
                  holders of Rights generally and provided further that no
                  supplement or amendments shall be made to the provisions of
                  article 4 except with the written concurrence of the Rights
                  Agent to such supplement or amendment; or

            (ii)  in order to cure any ambiguity or to correct or supplement any
                  provision contained herein which may be inconsistent with any
                  other provisions herein or otherwise defective.

      (b)   The Corporation may, with the consent of the holders of Rights
            obtained as set forth below, at any time after the Separation Time,
            amend, vary or rescind 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). Such
            consent shall be deemed to have been given and be binding upon all
            holders of Rights if such action is authorized by the affirmative
            votes of the holders of Rights present or represented at and
            entitled to be voted at a meeting of the holders and representing
            fifty per cent (50%) plus one (1) 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 Corporation's by-laws with respect to
            meetings of its shareholders.

      (c)   Any supplement or amendment to this Agreement made by the Board of
            Directors pursuant to subclause (a)(i) in connection with the
            definitions of "Acquiring Person", "Exercise Price", "Expiration
            Time", "Flip-In Event", "Grandfathered Person" or "Permitted Bid"
            shall, if made prior to the Separation Time, be submitted to the
            shareholders of the Corporation at the next meeting of shareholders
            and the shareholders may, by ordinary resolution, confirm or reject
            such supplement or amendment; if made at or after the Separation
            Time such supplement or amendment shall be submitted to the holders
            of the Rights at a meeting to be called for on a date not later than
            immediately following the next meeting of shareholders and the
            holders of Rights may, by ordinary resolution (on the same basis as
            described in clause (b) hereof), confirm or reject such supplement
            or amendment. A supplement or amendment to this Agreement made by
            the Board of Directors as contemplated by the previous sentence
            shall be effective from the date of the relevant resolution of the
            Board of Directors until it is confirmed or rejected or until it
            ceases to be effective (as described in the next following sentence)
            and, where the supplement or amendment is confirmed, it continues in
            effect in the form in which it was so confirmed. If such supplement
            or amendment to this Agreement made by the Board of Directors is
            rejected by the shareholders or holders of Rights or is not
            submitted to the shareholders or holders of Rights as required, then
            such supplement or amendment 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 last date on which a meeting of holders of Rights should have
            been but was not held, and no subsequent resolution of the Board of
            Directors to supplement or amend the Agreement to substantially the
            same effect shall be effective until confirmed by the shareholders
            or holders of Rights, as the case may be.


                                      -25-
<PAGE>

5.5      Fractional Rights and Fractional Shares

      (a)   Subject to clause 3.2(d) in respect of circumstances referred to in
            clause 3.2(a), the Corporation shall not be required to issue
            fractions of Rights or to distribute Rights Certificates which
            evidence fractional Rights and no amount shall be paid to the
            registered holders of the Rights Certificates with regard to which
            such fractional Rights would otherwise be issuable.

      (b)   The Corporation shall not be required to issue fractions of Common
            Shares upon exercise of the Rights or to distribute certificates
            which evidence fractional Common Shares. Fractions of Common Shares
            may, at the election of the Corporation, be evidenced by scrip
            certificates. In lieu of issuing fractional Common Shares, the
            Corporation may pay to the registered holders of Rights
            Certificates, at the time such Rights are exercised as herein
            provided, an amount in each case equal to the same fraction of the
            Market Price of one Common Share.

5.6      Rights of Action

Subject to the terms of this Agreement, all rights of action in respect of this
Agreement, other than rights of action vested solely in the Rights Agent, are
vested in the respective registered holders of the Rights; and any registered
holder of any Rights, without the consent of the Rights Agent or of the
registered holder of any other Rights, may, on such holder's own behalf and for
such holder's own benefit, enforce, and may institute and maintain any suit,
action or proceeding against the Corporation to enforce such holder's right to
exercise such holder's Rights in the manner provided in such holder's Rights
Certificate and in this Agreement. Without limiting the foregoing or any
remedies available to the holders of Rights, 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 the
obligations under, and injunctive relief against actual or threatened violations
of the obligations of any Person subject to, this Agreement.

5.7      Regulatory Approvals

Any obligation of the Corporation or action or event contemplated by this
Agreement shall be subject to the receipt of any requisite approval or consent
from any governmental or regulatory authority. Without limiting the generality
of the foregoing, any issuance or delivery of debt or equity securities (other
than non-convertible debt securities) of the Corporation upon the exercise of
Rights and any amendment to this Agreement shall be subject to the prior consent
of the Toronto Stock Exchange.

5.8      Declaration as to Non-Canadian and Non-U.S. Holders

If in the opinion of the Board of Directors (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 and the United States of America, the Board of Directors 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 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 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 and any province or territory

                                      -26-
<PAGE>

thereof and the United States of America in which such issue or delivery would
be unlawful without resignation of the relevant Persons or securities for such
purposes.

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, by telecopier or by other similar means of telecommunications
addressed (until another address is filed in writing with the Rights Agent) as
follows:

         Haemacure Corporation
         2001 University Street
         Suite 430
         Montreal, Quebec
         H3A 2A6

         Telephone: (514) 282-3350
         Telecopier: (514) 282-3358

         Attention:     President

Any notice or demand authorized or required 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, by telecopier or by other similar means of telecommunications
addressed (until another address is filed in writing with the Corporation) as
follows:

         Trust General du Canada
         1100 University Street
         9th Floor
         Montreal, Quebec
         H3B 2G7

         Telephone: (514) 871-7100
         Telecopier: (514) 871-7434

         Attention:     Director, Shareownership Management

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 by telecopier or by other similar means of telecommunications addressed
to such holder at the address of such holder as it appear upon the registry
books of the Rights Agent or, prior to the Separation Time, on the registry
books of the Corporation for its Common Shares. Any notice which is mailed or
sent 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 fails to fulfil any of its
obligations pursuant to this Agreement, then the Corporation will reimburse the
holder of any Rights for the costs and expenses (including reasonable legal
fees) incurred by such holder to enforce his rights pursuant thereto in any

                                      -27-
<PAGE>

action, suit or proceeding in which a court of competent jurisdiction in a final
non-appealable judgment has rendered judgement in favour of the holder.

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 inure to the benefit of their
respective successors and assigns hereunder, including any corporation into
which the Corporation may be amalgamated.

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 Quebec and for all purposes shall be
governed by and construed in accordance with the laws of such Province
applicable to contracts to be made and performed entirely within such Province.

5.14     Severability

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

5.15     Effective Date

This Agreement is effective and in full force and effect in accordance with its
terms from the date hereof.

5.16     Determinations and Actions by the Board of Directors

The Board of Directors shall have the exclusive power and authority to
administer this Agreement and to exercise all rights and powers specifically
granted to the Board of Directors or the Corporation, or as may be necessary or
advisable in the administration of this Agreement, including, without
limitation, the right and power to: (i) interpret the provisions of this
Agreement; (ii) make the public announcement referred to under "Stock
Acquisition Date" in section 1.1 hereof; and (iii) make all determinations
deemed necessary or advisable for the administration of this Agreement
(including a determination to redeem or not to redeem the Rights or to amend the
Agreement). All such actions, calculations, interpretations and determinations
(including, for purposes of clause (y) below, all omissions with respect to the
foregoing) which are done or made by the Board of Directors, in good faith,
shall: (x) be final, conclusive and binding on the Corporation, the Rights
Agent, the holders of the Rights Certificates (including Rights which are void
pursuant to the provisions hereof) and all other parties; and (y) not subject
the Board of


                                      -28-
<PAGE>

Directors or any director of the Corporation to any liability to the holders of
the Rights Certificates (including Rights which are void pursuant to the
provisions hereof).

5.17     Time of the Essence

Time shall be of the essence in this Agreement.

5.18     Execution in 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.

5.19     Language

The parties acknowledge that it is their express wish that the present
agreement, as well as all documents, notices and legal proceedings entered into,
given or instituted pursuant hereto or relating directly or indirectly hereto,
be drawn up in English. Les parties reconnaissent avoir exige la redaction en
anglais de la presente convention, ainsi que de tous documents executes, avis
donnes et procedures judiciaires intentees, directement ou indirectement,
relativement a ou suite a la presente convention.

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

                                          HAEMACURE CORPORATION



                                          per:     /s/ Gilles Lemieux
                                                   -----------------------------



                                          per:
                                                   -----------------------------

                                          TRUST GENERAL DU CANADA



                                          per:     /s/ Martine Gauthier
                                                   -----------------------------



                                          per:     /s/ Josee Legault
                                                   -----------------------------


                                      -29-
<PAGE>

                                   EXHIBIT "A"

                          [Form of Rights Certificate]

Certificate No: ____________                            _______________ Rights

THE RIGHTS ARE SUBJECT TO TERMINATION, AT THE OPTION OF THE CORPORATION, ON THE
TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED
IN SECTION 3.1(b) OF THE RIGHTS AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN
ACQUIRING PERSON OR TRANSFEREE OF AN ACQUIRING PERSON OR ITS AFFILIATES OR
ASSOCIATES (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) MAY BECOME VOID.

                               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 Shareholder Protection Rights Plan
Agreement dated as of the 24th day of January, 2001 (the "Rights Agreement")
between Haemacure Corporation, a corporation incorporated under the Canada
Business Corporations Act (the "Corporation") and Trust General du Canada, a
trust company incorporated under the laws of Canada (the "Rights Agent") (which
term shall include any successor Rights Agent under the Rights Agreement), as
amended, 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 the City of Montreal. The Exercise Price shall initially be
seventy-five dollars ($75.00)(Cdn.) per Right and shall be subject to adjustment
in certain events as provided in the Rights Agreement.

In certain circumstances described in the Rights Agreement, each Right evidenced
hereby may entitle the registered holder thereof to purchase or receive assets,
debt securities or shares in the capital stock of the Corporation other than
Common Shares or more or less than one Common Share (or a combination thereof),
all as provided in the Rights Agreement.

This Rights Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement which terms, provisions and conditions 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,
limitations 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.

This Rights Certificate, with or without other Rights Certificates, upon
surrender at any of the offices of the Rights Agent, or the Co-Rights Agents if
any, designated for such purpose, may be exchanged for another Rights
Certificate or Rights Certificates 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 shall be exercised in part, the registered holder shall be entitled
to receive, upon surrender hereof, another Rights Certificate or Rights
Certificates for the number of whole Rights not exercised.


                                      -30-
<PAGE>

Subject to the provisions of the Rights Agreement, the Rights evidenced by this
Certificate may be terminated by the Corporation under certain circumstances at
its option.

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 shall not be valid or obligatory for any purpose until
it shall have been countersigned by the Rights Agent.

WITNESS the facsimile signature of the proper officers of the Corporation.

HAEMACURE CORPORATION

Date:
         -------------------------------



per:                                         per:
         -------------------------------              --------------------------
Title:                                       Title:

Countersigned:

TRUST GENERAL DU CANADA, rights agent



per:
         -------------------------------
         Authorized Signature



                                      -31-
<PAGE>
                               FORM OF ASSIGNMENT

                (To be executed by the registered holder if such
              holder desires to transfer the Rights Certificates.)

FOR VALUE RECEIVED ______________________________________________ hereby sells,
assigns and transfers unto ___________________________________________________
(Please print name and address of transferee) this Rights Certificate, together
with all right, title and interest therein, and does hereby irrevocably
constitute and appoint ___________________________________________ as attorney,
to transfer the within Rights Certificate on the books of the within-named
Corporation, with full power of substitution.

Dated:
         -----------------------------------



                                        ________________________________________
Signature Guaranteed:                   Signature

                                        (Signature must correspond to name
                                        as written upon the face of this
                                        Rights Certificate in every
                                        particular, without alteration
                                        or enlargement or any change
                                        whatsoever)

Signature must be guaranteed by a member of firm of a recognized stock exchange
in Canada, a registered national securities exchange in the United States, a
member of the National Association of Securities Dealers, Inc., or a commercial
bank; or trust company (other than the Rights Agent or the Co-Rights Agents, if
any) having an office or correspondent in Canada or the United States.

                            (To be completed if true)

The undersigned hereby 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 knowledge of the undersigned, have never been, Beneficially Owned by
an Acquiring Person or an Affiliate or Associate thereof (as defined in the
Rights Agreement).



                                        ________________________________________
                                        Signature


                                      -32-
<PAGE>


                   [To be attached to each Rights Certificate]

                          FORM OF ELECTION TO EXERCISE


TO:      HAEMACURE CORPORATION
         Montreal, Quebec

The undersigned hereby irrevocably elects to exercise ________________________
whole Rights represented by the attached Rights Certificate to purchase the
Common Shares or other securities, if applicable, issuable upon the exercise of
such Rights and requests that certificates for such securities be issued in the
name of:

         _______________________________________

         _______________________________________

         _______________________________________
         Address:

         _______________________________________
         Social Insurance, Social Security
         or Other Taxpayer Identification Number

If such number of Rights shall not be all the Rights evidenced by this Rights
Certificate, a new Rights Certificate for the balance of such Rights shall be
registered in the name of and delivered to:

         _______________________________________

         _______________________________________

         _______________________________________
         Address:

         _______________________________________
         Social Insurance, Social Security
         or Other Taxpayer Identification Number

Dated:   _______________________________________


                                        ________________________________________
Signature Guaranteed:                   Signature

                                        (Signature must correspond to name
                                        as written upon the face of this
                                        Rights Certificate in every
                                        particular, without alteration
                                        or enlargement or any change
                                        whatsoever)

Signature must be guaranteed by a member firm of a recognized stock exchange in
Canada, a registered national securities exchange in the United States, a member
of the National Association of Securities Dealers, Inc., or a commercial bank or
trust company having an office or correspondent in Canada or the United States.


                                      -33-
<PAGE>

                            (To be completed if true)

The undersigned hereby 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 knowledge of the undersigned, have never been, Beneficially Owned by
an Acquiring Person or an Affiliate or Associate thereof (as defined in the
Rights Agreement).

                                        ________________________________________
                                        Signature


                                     NOTICE

In the event the certification set forth above in the Forms of Assignment and
Election is not completed, the Corporation will deem the Beneficial Owner of the
Rights evidenced by this Rights Certificate to be an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement). No Rights
Certificates shall be issued in exchange for a Rights Certificate owned or
deemed to have been owned by an Acquiring Person or an Affiliate or Associate
thereof.


                                      -34-