Exhibit 4.1  

















SHAREHOLDER RIGHTS PLAN AGREEMENT  



DATED AS OF  



APRIL 29, 2005  



BETWEEN  



BANRO CORPORATION  



AND  



EQUITY TRANSFER SERVICES INC.  



AS RIGHTS AGENT  
























TABLE OF CONTENTS  




	
ARTICLE 1  INTERPRETATION	
4 






	  	1.1
    Certain Definitions 	
4








	  	
1.2    Currency	
16 







	  	
1.3    Headings	
16 







	  	
1.4    
Calculation of Number and Percentage of Beneficial Ownership of Outstanding 

           Voting Shares	
16 







	  	
1.5    Acting Jointly or in Concert	
17 







	  	
1.6    Generally Accepted Accounting Principles	
17 






	
ARTICLE 2  THE RIGHTS	
17 







	  	
2.1    Legend on Share Certificates	
17 









	  	
2.2    Initial Exercise Price; Exercise of Rights; Detachment of Rights	
18 









	  	
2.3    Adjustments to Exercise Price; Number of Rights	
21 









	  	
2.4    Date on Which Exercise is Effective	
26 









	  	
2.5    Execution, Authentication, Delivery and Dating of Rights Certificates	
26 









	  	
2.6    Registration, Transfer and Exchange	
26 









	  	
2.7    Mutilated, Destroyed, Lost and Stolen Rights Certificates	
27 











	  	
2.8    Persons Deemed Owners of Rights	
28 








	  	
2.9    Delivery and Cancellation of Certificates	
28 







	  	
2.10   Agreement of Rights Holders	
28 







	  	
2.11   Rights Certificate Holder Not Deemed a Shareholder	
29 






	
ARTICLE 3  ADJUSTMENTS TO THE RIGHTS	
30 







	  	
3.1    Flip-in Event	
30 







	
ARTICLE 4  THE RIGHTS AGENT	
31 







	  	
4.1    General	
31 







	  	
4.2    Merger, Amalgamation or Consolidation or Change of Name of Rights Agent	
32 







	  	
4.3    Duties of Rights Agent	
33 








	  	
4.3    Change of Rights Agent	
34 








	
ARTICLE 5  MISCELLANEOUS	
35 







	  	
5.1    Redemption and Waiver	
35 







	  	
5.2    Expiration	
38 







	  	
5.3    Issuance of New Rights Certificates	
38 








	  	
5.4    Supplements and Amendments	
38 






















–2– 








	  	
5.5    Fractional Rights and Fractional Shares	
39 







	  	
5.6    Rights of Actions	
40 







	  	
5.7    Regulatory Approvals	
40 







	  	
5.8    Notice of Proposed Actions	
40 








	  	
5.9    Notices	
40 







	  	
5.10   Costs of Enforcement	
42 








	  	
5.11   Successors	
42 








	  	
5.12   Benefits of this Agreement	
42 







	  	
5.13   Governing Law	
42 








	  	
5.14   Severability	
42 








	  	
5.15   Effective Date	
42 







	  	
5.16   Determinations and Actions by the Board of Directors	
43 







	  	
5.17   Declaration as to Non-Canadian Holders	
43 







	  	
5.18   Time of the Essence	
43 







	  	
5.19   Execution in Counterparts	
43 







ATTACHMENT 1 

FORM OF ASSIGNMENT 

FORM OF ELECTION TO EXERCISE 

NOTICE 





















SHAREHOLDER RIGHTS PLAN
AGREEMENT  




                MEMORANDUM
OF AGREEMENT, dated as of April 29, 2005, between Banro Corporation (the
“Corporation”), a corporation incorporated under the Canada Business
Corporations Act, and Equity Transfer Services Inc., a corporation incorporated under the
Ontario  Business Corporations Act (the “Rights Agent”);  




                WHEREAS
in order to maximize shareholder value the board of directors of the Corporation has
determined that it is advisable for the Corporation to adopt a shareholder rights plan
(the “Rights Plan”);  




                AND
WHEREAS in order to implement the adoption of a shareholder rights plan as established by
this Agreement, the board of directors of the Corporation has:  



	  	(a)  	  	authorized
the issuance, effective at the close of business (Toronto time) on the
Effective Date (as hereinafter defined), of one Right (as hereinafter
defined) in respect of each Common Share (as hereinafter defined)
outstanding at the close of business (Toronto time) on the Effective Date
(the “Record Time”);  






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






	  	(c)  	  	authorized
the issuance of Rights Certificates (as hereinafter defined) to                holders of
Rights pursuant to the terms and subject to the conditions set forth
               herein;  







                AND
WHEREAS each Right entitles the holder thereof, after the Separation Time, to purchase
securities of the Corporation pursuant to the terms and subject to the conditions set
forth herein;  




                AND
WHEREAS the Corporation desires to appoint the Rights Agent to act on behalf of the
Corporation and the holders of Rights, and the Rights Agent is willing to so act, in
connection with the issuance, transfer, exchange and replacement of Rights Certificates,
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, and subject to such covenants and agreements, the parties hereby agree
as follows:  





















–4– 










ARTICLE 1

INTERPRETATION  




	1.1  	   	
Certain Definitions  






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






	  	(a)  	  	“Acquiring
Person” shall mean any Person who is the Beneficial Owner of 20%
or more of the outstanding Voting Shares; provided, however, that the
term “Acquiring Person” shall not include:  






	  	  	(i)  	  	the
Corporation or any Subsidiary of the Corporation;  






	  	  	(ii)  	  	any
Person who becomes the Beneficial Owner of 20% or more of the outstanding
                    Voting Shares as a result of one or any combination of (A) a Voting
Share                     Reduction, (B) Permitted Bid Acquisitions, (C) an Exempt
Acquisition, (D) Pro                     Rata Acquisitions or (E) a Convertible Security
Acquisition; provided, however,                     that if a Person becomes the
Beneficial Owner of 20% or more of the outstanding                     Voting Shares by
reason of one or any combination of the operation of Paragraphs                     (A),
(B), (C), (D) or (E) above and such Person’s Beneficial Ownership of
                    Voting Shares thereafter increases by more than 1% of the number of
Voting                     Shares outstanding (other than pursuant to one or any
combination of a Voting                     Share Reduction, a Permitted Bid Acquisition,
an Exempt Acquisition or a Pro                     Rata Acquisition), then as of the date
such Person becomes the Beneficial Owner                     of such additional Voting
Shares, such Person shall become an “Acquiring                     Person”;  






	  	  	(iii)  	  	for
a period of ten days after the Disqualification Date (as defined below), any
                    Person who becomes the Beneficial Owner of 20% or more of the
outstanding Voting                     Shares as a result of such Person becoming
disqualified from relying on Clause                     1.1(f)(B) because such Person is
making or has announced a current intention to                     make a Take-over Bid,
either alone or by acting jointly or in concert with any                     other
Person. For the purposes of this definition, “Disqualification
                    Date” means the first date of public announcement that any
Person is making                     or intends to make a Take-over Bid;  






	  	  	(iv)  	  	an
underwriter or member of a banking or selling group that becomes the
                    Beneficial Owner of 20% or more of the Voting Shares in connection
with a                     distribution of securities of the Corporation pursuant to an
underwriting                     agreement with the Corporation; or  






	  	  	(v)  	  	a
Person (a “Grandfathered Person”) who is the Beneficial Owner of 20%
or more of the outstanding Voting Shares determined as at the Record
Time, provided, however, that this exception shall not be, and shall
cease to be, applicable to a Grandfathered Person in the event that
such Grandfathered  





















–5– 








	  	
Person
shall, after the Record Time, become the Beneficial Owner of any additional Voting Shares
that increases its Beneficial Ownership of Voting Shares by more than 1% of the number of
Voting Shares outstanding, other than through one or any combination of a Permitted Bid
Acquisition, an Exempt Acquisition, a Voting Share Reduction, or a Pro Rata Acquisition; 






	  	(b)  	  	“Affiliate”,
when used to indicate a relationship with a specified Person, shall mean a Person
that directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, such specified Person;  






	  	(c)  	  	“Agreement” shall
mean this shareholder rights plan agreement dated as of April 29,
2005 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;  






	  	(d)  	  	“annual
cash dividend” shall mean cash dividends paid in any fiscal year
of the Corporation to the extent that such cash dividends do not exceed, in
the aggregate on a per share basis, in any fiscal year, the greatest
of:  






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






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






	  	  	(iii)  	  	100%
of the aggregate consolidated net income of the Corporation, before
                    extraordinary items, for its immediately preceding fiscal year
divided by the                     number of Common Shares outstanding as at the end of
such fiscal year;  






	  	(e)  	  	“Associate” shall
mean, when used to indicate a relationship with a specified Person, a spouse of that
Person, any Person of the same or opposite sex with whom that Person is living in a
conjugal relationship outside marriage, a child of that Person or a relative of that
Person if that relative has the same residence as that Person;  






	  	(f)  	  	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 owner at law or in equity;  






	  	  	(ii)  	  	any
securities as to which such Person or any of such Person’s Affiliates
                    or Associates has the right to become the owner at law or in equity
(where such                     right is exercisable within a period of 60 days, whether
or not on condition or                     on the happening of any contingency) pursuant
to any agreement, arrangement,                     pledge or understanding, whether or
not in writing (other than (x) customary                     agreements with and between
underwriters and/or banking  





















–6– 








	  	
group
members and/or selling group members with respect to a distribution of securities by the
Corporation, and (y) pledges of securities in the ordinary course of business), or upon
the exercise of any conversion, exchange or purchase right (other than the Rights)
attaching to a Convertible Security; 






	  	  	(iii)  	  	any
securities which are Beneficially Owned within the meaning of Clauses
                    1.1(f)(i) or (ii) by any other Person with which such Person is
acting jointly                     or in concert;  






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






	  	  	  	(A)  	  	where
such security has been deposited or tendered pursuant to any Take-over Bid           or
where the holder of such security has agreed pursuant to a Permitted Lock-Up
          Agreement to deposit or tender such security pursuant to a Take-Over Bid, in
          each case made by such Person, made by any of such Person’s Affiliates or
          Associates or made by any other Person acting jointly or in concert with such
          Person, until such deposited or tendered security has been taken up or paid
for,           whichever shall first occur;   






	  	  	  	(B)  	  	such Person, any of such Person’s Affiliates or Associates or any other
Person referred to in Clause 1.1(f)(iii), holds such security provided that (1)
the ordinary business of any such Person (the “Investment Manager”)
includes the management of mutual funds or investment funds for others (which
others, for greater certainty, may include or be limited to one or more
employee benefit plans or pension plans and/or includes the acquisition or
holding of securities for a non-discretionary account of a Client (as defined
below) by a dealer or broker registered under applicable securities laws to the
extent required) and such security is held by the Investment Manager in the
ordinary course of such business in the performance of such Investment
Manager’s duties for the account of any other Person or Persons (a
“Client”); or (2) such Person (the “Trust Company”) is
licensed to carry on the business of a trust company under applicable laws and,
as such, acts as trustee or administrator or in a similar capacity in relation
to the estates of deceased or incompetent Persons (each an “Estate
Account”) or in relation to other accounts (each an “Other
Account”) and holds such security in the ordinary course of such duties
for such Estate Accounts or for such Other Accounts, (3) such Person is a
pension plan or fund registered under the laws of Canada or any Province
thereof or the laws of the United States of America (a “Plan”) or is
a Person established by statute for purposes that include, and the ordinary
business or activity of such Person (the “Statutory Body”) includes,
the management of investment funds for employee benefit plans, pension plans,
insurance plans of various public bodies; or (4) such Person (the
“Administrator”) is the    



















–7– 








	  	
administrator
or trustee of one or more Plans and holds such security for the purposes of its activities
as an Administrator; provided, in any of the above cases, that the Investment Manager, the
Trust Company, the Statutory Body, the Administrator or the Plan, as the case may be, is
not then making and has not then announced an intention to make a Take-over Bid (other
than an Offer to Acquire Voting Shares or other securities by means of a distribution by
the Corporation or by means of ordinary market transactions (including prearranged trades)
executed through the facilities of a stock exchange or organized over-the-counter market),
alone or by acting jointly or in concert with any other Person; 






	  	  	  	(C)  	  	where
such Person or any of such Person’s Affiliates or Associates is (1) a
               Client of the same Investment Manager as another Person on whose account
the                Investment Manager holds such security, (2) an Estate Account or an
Other                Account of the same Trust Company as another Person on whose account
the Trust                Company holds such security, or (3) a Plan with the same
Administrator as                another Plan on whose account the Administrator holds
such security; 






	  	  	  	(D)  	  	where
such Person is (1) a Client of an Investment Manager and such security is
               owned at law or in equity by the Investment Manager, (2) an Estate Account
or an                Other Account of a Trust Company and such security is owned at law
or in equity                by the Trust Company or (3) a Plan and such security is owned
at law or in                equity by the Administrator of the Plan; or   






	  	  	  	(E)  	  	where
such person is the registered holder of securities as a result of carrying
               on the business of or acting as a nominee of a securities depository.
  






	  	(g)  	  	“Board
of Directors” shall mean the board of directors of the Corporation or
any duly constituted and empowered committee thereof;  






	  	(h)  	  	“Business
Day” shall mean any day other than a Saturday, Sunday or a day on
which banking institutions in Toronto, Ontario are authorized or obligated
by law to close;  






	  	(i)  	  	“Canada
Business Corporations Act” shall mean the Canada Business
Corporations Act, as amended, and the regulations made thereunder and any
comparable or successor laws or regulations thereto;  






	  	(j)  	  	“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 in effect
on such date;  






	  	(k)  	  	“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 transfer office of the transfer agent for the
Common Shares (or, after the  





















–8– 








	  	
Separation
Time, the principal transfer office of the Rights Agent) is closed to the public in the
city in which such transfer agent or rights agent has an office for the purposes of this
Agreement; 






	  	(l)  	  	“Common
Shares” shall mean the Common Shares in the capital of the
Corporation as presently constituted, as such shares may be
subdivided, consolidated, reclassified or otherwise changed from time
to time;  






	  	(m)  	  	“Competing
Permitted Bid” shall mean a Take-over Bid that  






	  	  	(i)  	  	is
made after a Permitted Bid has been made and prior to the expiry of the
                    Permitted Bid;  






	  	  	(ii)  	  	satisfies
all of the provisions of a Permitted Bid other than the condition set
                    forth in Clause (ii) of the definition of a Permitted Bid; and  






	  	  	(iii)  	  	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 the date that is no earlier than
the later of (A) 35 days after the                     date of the Take-over Bid
constituting the Competing Permitted Bid; and (B) 60                     days following
the date on which the earliest Permitted Bid which preceded the
                    Competing Permitting Bid was made; and only if at the date that the
Voting                     Shares are to be taken up more than 50% of the Voting Shares
held by Independent                     Shareholders shall have been deposited or
tendered pursuant to the Competing                     Permitted Bid and not withdrawn;  






	  	(n)  	  	“controlled”:
a corporation is “controlled” by another Person if:  






	  	  	(i)  	  	securities
entitled to vote in the election of directors carrying more than 50%
                    of the votes for the election of directors are held, directly or
indirectly, by                     or for the benefit of the other Person; and  






	  	  	(ii)  	  	the
votes carried by such securities are entitled, if exercised, to elect a
                    majority of the board of directors of such corporation;  






	  	
and
“controls”, “controlling” and “under common control with” shall
be interpreted accordingly;  






	  	(o)  	  	“Convertible
Security” shall mean a security convertible, exercisable or
exchangeable into a Voting Share and a “Convertible Security
Acquisition” shall mean an acquisition by a Person of Voting Shares
upon the exercise, conversion or exchange of a Convertible Security
received by a Person pursuant to a Permitted Bid Acquisition, an Exempt
Acquisition or a Pro Rata Acquisition;  






	  	(p)  	  	“Co-Rights
Agents” shall have the meaning ascribed thereto in Subsection 4.1(a);  






	  	(q)  	  	“Disposition
Date” shall have the meaning ascribed thereto in Subsection 5.1(d);  






















–9– 








	  	(r) 	  	“Dividend
 Reinvestment Acquisition” shall mean an acquisition of Voting Shares of any
class pursuant to a Dividend Reinvestment Plan;  






	  	(s)  	  	“Dividend
Reinvestment Plan” shall mean a regular dividend reinvestment or
other plan of the Corporation made available by the Corporation to holders
of its securities where such plan permits the holder to direct that some
or all of:  






	  	  	(i)  	  	dividends
paid in respect of shares of any class of the Corporation;  






	  	  	(ii)  	  	proceeds
of redemption of shares of the Corporation;  






	  	  	(iii)  	  	interest
paid on evidences of indebtedness of the Corporation; or  






	  	  	(iv)  	  	optional
cash payments;  






	  	
be
applied to the purchase from the Corporation of Common Shares;  






	  	(t)  	  	“Effective
Date” shall mean April 29, 2005;  






	  	(u)  	  	“Election
to Exercise” shall have the meaning ascribed thereto in Clause
2.2(d)(ii);  






	  	(v)  	  	“Exempt
Acquisition” shall mean a share acquisition in respect of which the
Board of Directors has waived the application of Section 3.1 pursuant to
the provisions of Subsection 5.1(b), (c) or (d);  






	  	(w)  	  	“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, shall be
$30.00;  






	  	(x)  	  	“Expansion
Factor” shall have the meaning ascribed thereto in Clause 2.3(a)(x);  






	  	(y)  	  	“Expiration
Time” shall mean the earliest of (i) the Termination Time; and (ii)
the termination of the annual meeting of shareholders of the Corporation
in the year 2008 (unless the term of this Agreement is extended beyond
such date by resolution of the Independent Shareholders);  






	  	(z)  	  	“Flip-in
Event” shall mean a transaction in or pursuant to which any Person
becomes an Acquiring Person;  






	  	(aa)  	  	“holder” shall
have the meaning ascribed thereto in Section 2.8;  






	  	(bb)  	  	“Independent
Shareholders” shall mean holders of Voting Shares, other than:  






	  	  	(i)  	  	any
Acquiring Person;  






	  	  	(ii)  	  	any
Offeror, other than a Person referred to in Clause 1.1(f)(B);  






	  	  	(iii)  	  	any
Affiliate or Associate of such Acquiring Person or Offeror;  






















–10– 







	  	  	(iv) 	  	any
Person acting jointly or in concert with such Acquiring Person or Offeror; and  






	  	  	(v)  	  	any
employee benefit plan, deferred profit sharing plan, stock participation
                    plan and any other similar plan or trust for the benefit of employees
of the                     Corporation or a Subsidiary of the Corporation, unless the
beneficiaries of the                     plan or trust direct the manner in which the
Voting Shares are to be voted or                     direct whether the Voting Shares are
to be tendered to a Take-over Bid;  






	  	(cc)  	  	“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 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, in case no such sale takes place on such
                    date, the average of the closing bid and asked prices for each of
such                     securities as reported by the principal Canadian stock exchange
on which such                     securities are listed or admitted to trading;  






	  	  	(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 a Canadian stock exchange,
the last                     sale price or, in case no such sale takes place on such
date, the average of the                     high bid and low asked prices for each of
such securities in the                     over-the-counter market, as quoted by any
reporting system then in use; 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 Canadian stock exchange or
quoted by                     any such reporting system, 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 for any reason none of such prices is available on such day, the closing
price per share of such securities on such date means the fair value per share of such
securities on such date as determined by a nationally or internationally recognized
investment dealer or investment banker with respect to the fair value per share of such
securities. The Market Price shall be expressed in Canadian dollars and, if initially
determined in respect of any day forming part of the 20 consecutive Trading Day period in
question in United States dollars, such amount shall be  




















–11– 







	  	
translated
into Canadian dollars on such date at the Canadian Dollar Equivalent thereof;  






	  	(dd)  	  	“1934
Exchange Act” shall mean the Securities Exchange Act of 1934  of
the United States, as amended, and the rules and regulations
thereunder as now in effect or as the same may from time to time be
amended, re-enacted or replaced;  






	  	(ee)  	  	“Nominee” shall
have the meaning ascribed thereto in Subsection 2.2(c);  






	  	(ff)  	  	“Offer
to Acquire” shall include:  






	  	  	(i)  	  	an
offer to purchase or a solicitation of an offer to sell or a public
                    announcement of an intention to make such an offer or solicitation;
and  






	  	  	(ii)  	  	an
acceptance of an offer to sell, 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;  






	  	(gg)  	  	“Offeror” shall
mean a Person who has announced a current intention to make or who is
making a Take-over Bid but only so long as the Take-over Bid so
announced or made has not been withdrawn or terminated or has not
expired;  






	  	(hh)  	  	“Permitted
Bid” shall mean a Take-over Bid made by an Offeror by way of
take-over bid circular which also complies with the following additional
provisions:  






	  	  	(i)  	  	the
Take-over Bid is made to all holders of Voting Shares on the books of the
                    Corporation, other than the Offeror;  






	  	  	(ii)  	  	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 the date which is not
less than 60 days following                     the date of the Take-over Bid and only if
at such date more than 50% of the                     Voting Shares held by Independent
Shareholders shall have been deposited or                     tendered pursuant to the
Take-over Bid and not withdrawn;  






	  	  	(iii)  	  	the
Take-over Bid contains an irrevocable and unqualified provision that unless
                    the Take-over Bid is withdrawn, Voting Shares may be deposited
pursuant to such                     Take-over Bid at any time during the period of time
between the date of the                     Take-over Bid and the date on which Voting
Shares may be taken up and paid for                     and that any Voting Shares
deposited pursuant to the Take-over Bid may be                     withdrawn until taken
up and paid for; and  






	  	  	(iv)  	  	the
Take-over Bid contains an irrevocable and unqualified provision that if, on
                    the date on which Voting Shares may be taken up and paid for, more
than 50% of                     the Voting Shares held by Independent Shareholders shall
have been deposited                     pursuant to the Take-over Bid and not withdrawn,
the Offeror will  























–12– 







	  	
make
a public announcement of that fact and the Take-over Bid will remain open for deposits and
tenders of Voting Shares for not less than ten Business Days from the date of such public
announcement; 






	  	
For
purposes of this Agreement, (A) should a Take-over Bid which qualified as a Permitted Bid
when made cease to be a Permitted Bid because it ceases to meet any or all of the
requirements mentioned above prior to the time it expires (after giving effect to any
extension) or is withdrawn, any acquisition of Voting Shares made pursuant to such
Take-over Bid shall not be a Permitted Bid Acquisition and (B) the term “Permitted
Bid” shall include a Competing Permitted Bid. 






	  	(ii)  	  	“Permitted
Bid Acquisition” shall mean an acquisition of Voting Shares made
pursuant to a Permitted Bid or a Competing Permitted Bid;  






	  	(jj)  	  	“Permitted
Lock-Up Agreement” shall mean an agreement between a Person and
one or more holders of Voting Shares pursuant to which such holders (each a
“Locked-Up Person”) agree to deposit or tender Voting
Shares to a Take-Over Bid (the “Lock-Up Bid”) made or to be
made by such Person or any of such Person’s Affiliates or
Associates or any other Person with which such Person is acting
jointly or in concert, provided that:  






	  	  	(i)  	  	the
terms of such agreement are publicly disclosed and a copy of such agreement
                    is made available to the public (including the Corporation) not later
than the                     date of the Lock-Up Bid or, if the Lock-Up Bid has been made
prior to the date                     on which such agreement is entered into, not later
than the first Business Day                     following the date of such agreement;  






	  	  	(ii)  	  	the
agreement permits a Locked-Up Person to terminate its obligation to deposit
                    or tender Voting Shares to or not to withdraw such Voting Shares from
the                     Lock-Up Bid, and to terminate any obligation with respect to the
voting of such                     Voting Shares, in order to tender or deposit the
Voting Shares to another                     Take-over Bid or to support another
transaction:  






	  	  	  	(A)  	  	where
the price or value of the consideration per Voting Share offered under
                    such other Take-over Bid or transaction:  






	  	  	  	  	(1)  	is
greater than the price or value of the consideration per Voting Share at
               which the Locked-Up Person has agreed to deposit or tender Voting Shares
to the                Lock-Up Bid; or  	  






	  	  	  	  	(2)  	exceeds
by as much as or more than a specified amount (the “Specified Amount”)
the price or value of the consideration per Voting Share at which the
Locked-Up Person has agreed to deposit or tender Voting Shares to the
Lock-Up Bid, provided that such Specified Amount is not greater than 7% of
the price or value of the consideration per Voting Share at which the
Locked-Up Person has agreed to deposit or tender Voting Shares to the
Lock-Up Bid; and  	  























–13– 








	  	  	  	(B) 	  	if
 the number of Voting Shares offered to be purchased under the Lock-Up Bid is less
than 100% of the Voting Shares held by Independent Shareholders, where the number of
Voting Shares to be purchased under such other Take-over Bid or transaction at a price or
value per Voting Share that is not less than the price or value per Voting Share offered
under the Lock-Up Bid:  






	  	  	  	  	(1)  	is
greater than the number of Voting Shares that the Offeror has offered to
               purchase under the Lock-Up Bid; or  	  






	  	  	  	  	(2)  	exceeds
by as much as or more than a specified number (the “Specified Number”)
the number of Voting Shares that the Offeror has offered to purchase under
the Lock-Up Bid, provided that the Specified Number is not greater than 7%
of the number of Voting Shares offered to purchased under the Lock-Up Bid,  	  






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






	  	  	(iii)  	  	no
“break-up” fees, “top-up” fees, penalties, expenses or
          other amounts that exceed in aggregate the greater of:  






	  	  	  	(A)  	  	2.5%
of the price or value of the consideration payable under the Lock-Up Bid to           a
Locked-Up Person; and  






	  	  	  	(B)  	  	50%
of the amount by which the price or value of the consideration received by a
          Locked-Up Person under another Take-over Bid or transaction exceeds the price
or           value of the consideration that the Locked-Up Person would have received
under           the Lock-Up Bid,  






	  	
shall
be payable by such Locked-Up Person pursuant to the agreement if the Locked-Up Person
fails to deposit or tender Voting Shares to the Lock-Up Bid, withdraws Voting Shares
previously tendered thereto or supports another transaction; 






	  	(kk)  	  	“Person” shall
include an individual, body corporate, firm, partnership, syndicate or
other form of unincorporated association, trust, trustee, executor,
administrator, legal personal representative, group, unincorporated
organization, a government and its agencies or instrumentalities, or other
entity whether or not having legal personality;  






	  	(ll)  	  	“Pro
Rata Acquisition” shall mean an acquisition by a Person of Voting
Shares pursuant to:  

























–14– 








	  	  	(i)  	  	a
Dividend Reinvestment Acquisition;






	  	  	(ii)  	  	a
stock dividend, stock split or other event in respect of securities of the
                    Corporation of one or more particular classes or series pursuant to
which such                     Person becomes the Beneficial Owner of Voting Shares on
the same pro rata basis                     as all other holders of securities of the
particular class, classes or series;  






	  	  	(iii)  	  	the
acquisition or the exercise by the Person of rights to purchase Voting
                    Shares issued by the Corporation to all holders of securities of the
Corporation                     (other than holders resident in any jurisdiction where
such issuance is                     restricted or impractical as a result of applicable
law) of one or more                     particular classes or series pursuant to a rights
offering or pursuant to a                     prospectus, provided that such rights are
acquired directly from the Corporation                     and not from any other Person
and the Person does not thereby acquire a greater                     percentage of such
Voting Shares than the Person’s percentage of Voting                     Shares
Beneficially Owned immediately prior to such acquisition; or  






	  	  	(iv)  	  	a
distribution of Voting Shares or Convertible Securities made pursuant to a
                    prospectus or by way of a private placement by the Corporation or a
conversion                     or exchange of any Convertible Security provided that the
Person does not                     thereby acquire a greater percentage of such Voting
Shares or of Convertible                     Securities so offered than the Person’s
percentage of Voting Shares                     Beneficially Owned immediately prior to
such acquisition;  






	  	(mm)  	  	“Record
Time” has the meaning set forth in the recitals hereto;  






	  	(nn)  	  	“Redemption
Price” shall have the meaning attributed thereto in Subsection
5.1(a);  






	  	(oo)  	  	“Right” shall
mean a right to purchase a Common Share of the Corporation, upon the
terms and subject to the conditions set forth in this Agreement;  






	  	(pp)  	  	“Rights
Certificate” shall mean a certificate representing the Rights
after the Separation Time, which shall be substantially in the form
attached hereto as Attachment 1;  






	  	(qq)  	  	“Rights
Register” shall have the meaning ascribed thereto in Subsection
2.6(a);  






	  	(rr)  	  	“Securities
Act” shall mean the Securities Act  (Ontario), as amended, and
the regulations thereunder, and any comparable or successor laws or
regulations thereto;  






	  	(ss)  	  	“Separation
Time” shall mean, subject to Subsection 5.1(d), the close of
business on the tenth Trading Day after the earlier of:  






	  	  	(i)  	  	the
Stock Acquisition Date; and  






	  	  	(ii)  	  	the
date of the commencement of or first public announcement of the intent of
                    any Person (other than the Corporation or any Subsidiary of the  






















–15– 







	  	
Corporation) to
commence a Take-over Bid (other than a Permitted Bid or a Competing Permitted
          Bid),  






	  	
or
such later time as may be determined by the Board of Directors, provided that, if any
Take-over Bid referred to in clause (ii) above expires, is not made, is cancelled,
terminated or otherwise withdrawn prior to the Separation Time, such Take-over Bid shall
be deemed, for the purposes of this definition, never to have been commenced, made or
announced and further provided that if the Board of Directors determines, pursuant to
Section 5.1, to waive the application of Section 3.1 to a Flip-In Event, than the
Separation Time in respect of such Flip-In Event shall be deemed never to have occurred
and further provided that if the foregoing results in the Separation Time being prior to
the Record Time, the Separation Time shall be the Record Time; 






	  	(tt)  	  	“Stock
Acquisition Date” shall mean the first date of public announcement
(which, for purposes of this definition, shall include, without
limitation, a report filed pursuant to Section 101 of the Securities Act
or Section 13(d) of the 1934 Exchange Act) by the Corporation or an
Acquiring Person of facts indicating that a Person has become an Acquiring
Person;  






	  	(uu)  	  	“Subsidiary”:
a corporation is a Subsidiary of another corporation if:  






	  	  	(i)  	  	it
is controlled by:  






	  	  	  	(A)  	  	that
other; or  






	  	  	  	(B)  	  	that
other and one or more corporations each of which is controlled by that
               other; or  






	  	  	  	(C)  	  	two
or more corporations each of which is controlled by that other; or  






	  	  	(ii)  	  	it
is a Subsidiary of a corporation that is that other’s Subsidiary;  






	  	(vv)  	  	“Take-over
Bid” shall mean an Offer to Acquire Voting Shares or other securities
of the Corporation convertible into Voting Shares, if, assuming that the
Voting Shares or other securities subject to the Offer to Acquire are
acquired and are Beneficially Owned at the date of such Offer to Acquire
by the Person making such Offer to Acquire, the Voting Shares Beneficially
Owned by the Person making the Offer to Acquire would constitute in the
aggregate 20% or more of the outstanding Voting Shares at the date of the
Offer to Acquire;  






	  	(ww)  	  	“Termination
Time” shall mean the time at which the right to exercise Rights shall
terminate pursuant to Section 5.1(g) or 5.15;  






	  	(xx)  	  	“Trading
Day”, when used with respect to any securities, shall mean a day on
which the principal Canadian stock 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 Canadian
stock exchange, a Business Day;  






	  	(yy)  	  	“U.S.
— Canadian Exchange Rate” on any date shall mean:  























–16– 







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






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






	  	(zz)  	  	“Voting
Share Reduction” shall mean an acquisition or redemption by the
Corporation of Voting Shares which, by reducing the number of Voting Shares
outstanding, increases the percentage of outstanding Voting Shares
Beneficially Owned by any Person to 20% or more of the Voting Shares then
outstanding;  






	  	(aaa)  	  	“Voting
Shares” shall mean the Common Shares and any other shares in the
capital of the Corporation entitled to vote generally in the election of all
directors.  







	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, Subsections, Clauses, Paragraphs,
Subparagraphs or other portions hereof 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  	   	Calculation
of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares  







	  	(a)  	  	For
purposes of this Agreement, in determining the percentage of outstanding
               Voting Shares with respect to which a Person is or is deemed to be the
               Beneficial Owner, all unissued Voting Shares of which such person is
deemed to                be the Beneficial Owner shall be deemed to be outstanding.  






	  	(b)  	  	For
purposes of this Agreement, the percentage of Voting Shares Beneficially
               Owned by any Person shall be and be deemed to be the product (expressed as
a                percentage) 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 


























–17– 








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






	  	
The
percentage of outstanding Voting Shares represented by any particular group of Voting
Shares acquired or held by any Person shall be determined in like manner mutatis mutandis.  







	1.5  	   	Acting
Jointly or in Concert  






        For
purposes of this Agreement a Person is acting jointly or in concert with every Person who
is a party to an agreement, commitment, arrangement or understanding, whether formal or
informal or written or unwritten, with the first Person to acquire or Offer to Acquire any
Voting Shares or Convertible Securities (other than (x) customary agreements with and
between underwriters and/or banking group members and/or selling group members with
respect to a distribution of securities by the Corporation, (y) pledges of securities in
the ordinary course of business, and (z) Permitted Lock-Up Agreements). 




	1.6  	   	Generally
Accepted Accounting Principles  






        Wherever
in this Agreement reference is made to generally accepted accounting principles, such
reference shall be deemed to be the recommendations at the relevant time of the Canadian
Institute of Chartered Accountants, or any successor institute, applicable on a
consolidated basis (unless otherwise specifically provided herein to be applicable on an
unconsolidated basis) as at the date on which a calculation is made or required to be made
in accordance with generally accepted accounting principles. Where the character or amount
of any asset or liability or item of revenue or expense is required to be determined, or
any consolidation or other accounting computation is required to be made for the purpose
of this Agreement or any document, such determination or calculation shall, to the extent
applicable and except as otherwise specified herein or as otherwise agreed in writing by
the parties, be made in accordance with generally accepted accounting principles applied
on a consistent basis. 




ARTICLE 2

THE RIGHTS  




	2.1  	   	Legend
on Share Certificates  






        Certificates
representing Common Shares which 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 until the earlier of the Separation Time or the
Expiration Time and shall have impressed on, printed on, written on or otherwise affixed
to them the following legend: 



	  	
Until
the earlier of the Separation Time or the Expiration Time (as both terms are defined in
the Shareholder Rights Agreement referred to below), this certificate also evidences and
entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Plan
Agreement dated as of April 29, 2005, as may be amended or supplemented from time to time
(the “Shareholder Rights Agreement”), between Banro Corporation (the “Corporation”)
and Equity Transfer Services Inc., as Rights  

























–18– 








	  	
Agent,
the terms of which are incorporated herein by reference and a copy of which is on file at
the principal executive offices of the Corporation. Under certain circumstances set out
in the Shareholder Rights Agreement, the rights may be amended or redeemed, may expire or
may become void (if, in certain cases, they are “Beneficially Owned” by an
“Acquiring Person” as such terms are defined in the Shareholder Rights
Agreement, whether currently held by or on behalf of such Person or a subsequent holder)
or may be evidenced by separate certificates and no longer evidenced by this certificate.
The Corporation will mail or arrange for the mailing of a copy of the Shareholder Rights
Agreement to the holder of this certificate without charge as soon as practicable after
the receipt of a written request therefor.  






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




	2.2  	   	Initial
Exercise Price; Exercise of Rights; Detachment of Rights  






	  	(a)  	  	Subject
to adjustment as herein set forth, each Right will entitle the holder
                    thereof, from and after the Separation Time and prior to the
Expiration Time, to                     purchase one Common Share for the Exercise Price
as at the Business Day                     immediately preceding the day of exercise of
the Right (which Exercise Price and                     number of Common Shares are
subject to adjustment as set forth below).                     Notwithstanding any other
provision of this Agreement, any Rights held by the                     Corporation or
any of its Subsidiaries shall be void.  






	  	(b)  	  	Until
the Separation Time,  






	  	  	(i)  	  	the
Rights shall not be exercisable and no Right may be exercised; and  






	  	  	(ii)  	  	each
Right will be evidenced by the certificate for the associated Common Share
                    registered in the name of the holder thereof (which certificate shall
also be                     deemed to represent a Rights Certificate) and will be
transferable only together                     with, and will be transferred by a
transfer of, such associated Common Share.  






	  	(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 Rights shall be separate from and independent
                    of Common Shares.  






	  	
Promptly
following the Separation Time, the Corporation will prepare or cause to be prepared and
the Rights Agent will mail to each holder of record of Common Shares as of the Separation
Time and, in respect of each Convertible Security converted into Common Shares after the
Separation Time and prior to the Expiration Time, promptly after such conversion, the
Corporation will prepare or cause to be prepared and the Rights Agent will mail to the
holder so converting (other than in either case 
























–19– 







	  	
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 appropriately completed, representing the number of Rights
                    held by such holder at the Separation Time or at the time of
conversion, as                     applicable, 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 or regulation 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) only in respect of
all Common Shares held of record by it which are not Beneficially Owned by an Acquiring
Person. In order for the Corporation to determine whether any Person is holding Common
Shares which are Beneficially Owned by another Person, the Corporation may require such
first Person to furnish such information and documentation as the Corporation deems
necessary. 






	  	(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 office in Toronto, Ontario, Canada or any other
office of the                     Rights Agent in cities designated from time to time for
that purpose by the                     Corporation with the approval of the Rights
Agent:  






	  	  	(i)  	  	the
Rights Certificate evidencing such Rights;  






	  	  	(ii)  	  	an
election to exercise such Rights (an “Election to Exercise”)
substantially in the form attached to the Rights Certificate
appropriately completed and duly executed by the holder or such holder’s
executors or administrators or other personal representatives or such
holder’s or their legal attorney duly appointed by an instrument
in writing in form and executed in a manner satisfactory to the
Rights Agent; and  






	  	  	(iii)  	  	payment
by certified cheque, banker’s draft or money order payable to the
                    order of the Rights Agent, 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.  























–20– 







	  	(e) 	  	Upon
 receipt of a Rights Certificate, together with a completed Election to Exercise
executed in accordance with Clause 2.2(d)(ii), which does not indicate that such Right is
null and void as provided by Subsection 3.1(b), and payment as set forth in Clause
2.2(d)(iii), the Rights Agent (unless otherwise instructed by the Corporation in the
event that the Corporation is of the opinion that the Rights cannot be exercised in
accordance with this Agreement) will thereupon as soon as practicable:  






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






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






	  	  	(iii)  	  	after
receipt of the certificates referred to in Clause 2.2(e)(i), deliver the
                    same to or upon the order of the registered holder of such Rights
Certificates,                     registered in such name or names as may be designated
by such holder;  






	  	  	(iv)  	  	when
appropriate, after receipt, deliver the cash referred to in Clause
                    2.2(e)(ii) to or to the order of the registered holder of such Rights
                    Certificate; and  






	  	  	(v)  	  	remit
to the Corporation all payments received on the exercise of Rights.  






	  	(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 (subject to
the provisions of                     Subsection 5.5(a)) will be issued by the Rights
Agent to such holder or to such                     holder’s duly authorized
assigns.  






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






	  	  	(i)  	  	take
all such action as may be necessary and within its power to ensure that all
                    Common Shares delivered upon exercise of Rights shall, at the time of
delivery                     of the certificates for such Common Shares (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, the 1934 Exchange Act and the applicable securities laws or
comparable legislation of each of the provinces of Canada and States
of the United States, and any other applicable law, rule or
regulation, in connection with the issuance and delivery of the
Rights Certificates and the issuance of any Common Shares upon
exercise of Rights;  






	  	  	(iii)  	  	use
reasonable efforts to cause all Common Shares issued upon exercise of Rights
                    to be listed on the stock exchanges and markets on which such Common
Shares were                     traded immediately prior to the Stock Acquisition Date;  






















–21– 








	  	  	(iv) 	  	pay
 when due and payable, if applicable, any and all federal, provincial and municipal
transfer taxes and charges (not including any income or capital 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, or
certificates for Common Shares to be issued upon exercise of any Rights, 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 Common Shares in a name
other than that of the holder of the Rights being transferred or exercised; and  






	  	  	(v)  	  	after
the Separation Time, except as permitted by Sections 5.1 and 5.4, 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 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 Common Shares payable in Common Shares or
                    Convertible Securities in respect thereof other than pursuant to any
Dividend                     Reinvestment Plan;  






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






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






	  	  	(iv)  	  	issue
any Common Shares (or Convertible Securities in respect thereof) in
                    respect of, in lieu of or in exchange for existing Common Shares
except as                     otherwise provided in this Section 2.3,  






	  	
then
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 Common Share immediately prior to
such dividend,  
























–22– 







	  	
subdivision,
change, consolidation 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, consolidation or
issuance, so that each such Common Share (or other capital stock) will have exactly one
Right associated with it. 






	  	
For
greater certainty, if the securities purchasable upon exercise of Rights are to be
adjusted, the securities purchasable upon exercise of each Right after such adjustment
will be the securities that a holder of the securities purchasable upon exercise of one
Right immediately prior to such dividend, subdivision, change, consolidation or issuance
would hold thereafter as a result of such dividend, subdivision, change, consolidation or
issuance. 






	  	
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
Clause 2.3(a)(i) or (iv), shares of such capital stock shall be treated herein as nearly
equivalent to Common Shares as may be practicable and appropriate under the circumstances
and the Corporation and the Rights Agent agree to amend this Agreement in order to effect
such treatment. 






	  	
If
an event occurs which would require an adjustment under both this Section 2.3 and Section
3.1, the adjustment provided for in this Section 2.3 shall be in addition to, and shall be
made prior to, any adjustment required under Section 3.1. 






	  	
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
this Subsection 2.3(a), each such Common Share so issued shall automatically have one new
Right associated with it, which Right shall be evidenced by the certificate representing
such associated Common Share. 






	  	(b)  	  	In
the event the Corporation shall at any time after the Record Time and prior
               to the Separation Time fix a record date for the issuance of rights,
options or                warrants to all holders of Common Shares entitling them (for a
period expiring                within 45 calendar days after such record date) to
subscribe for or purchase                Common Shares (or Convertible Securities in
respect of Common Shares) at a price                per Common Share (or, in the case of
a Convertible Security, having a                conversion, exchange or exercise price
per share, including the price required                to be paid to purchase such
Convertible Security) less than 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:  























–23– 







	  	  	(i) 	  	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 Securities, including the price required to
be paid to purchase such Convertible Securities) would purchase at such Market Price per
Common Share; and  






	  	  	(ii)  	  	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
Securities 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 Rights. Such adjustment shall be made successively whenever such a record
date is fixed, and in the event that such rights, options or warrants are not so issued,
or if issued, are not exercised prior to the expiration thereof, the Exercise Price shall
be readjusted to the Exercise Price which would then be in effect if such record date had
not been fixed, or to the Exercise Price which would be in effect based upon the number of
Common Shares (or securities convertible into, or exchangeable or exercisable for Common
Shares) actually issued upon the exercise of such rights, options or warrants, as the case
may be. 






	  	
For
purposes of this Agreement, the granting of the right to purchase Common Shares (whether
from treasury or otherwise) pursuant to any Dividend Reinvestment Plan or any employee
benefit, stock option or similar plans shall be deemed not to constitute an issue of
rights, options or warrants by the Corporation; provided, however, that, in the case of
any Dividend Reinvestment Plan or share purchase plan, the right to purchase Common Shares
is at a price per share of not less than 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 Separation Time fix a record date for the making of a distribution
to all                holders of Common Shares (including any such distribution made in
connection                with a merger or amalgamation) of evidences of indebtedness,
cash (other than an                annual cash dividend or a dividend paid in Common
Shares, but including any                dividend payable in securities other than Common
Shares), assets or rights,                options or warrants (excluding rights, options
or warrants expiring within 45                calendar days after such record date) to
purchase Common Shares or Convertible                Securities in respect of Common
Shares, the Exercise Price in effect after such                record date shall be equal
to the Exercise Price in effect immediately prior to                such record date less
the fair market value (as determined in good faith by the                Board of
Directors) of the portion of the  























–24– 







	  	
evidences
of indebtedness, cash, assets, rights, options or warrants so to be distributed applicable
to the securities purchasable upon exercise of one Right. 






	  	(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 in the Exercise Price; provided, however, that
               any adjustments which by reason of this Subsection 2.3(d) are not required
to be                made shall be carried forward and taken into account in any
subsequent                adjustment. All calculations under Section 2.3 shall be made to
the nearest cent                or to the nearest ten-thousandth of a share. Any
adjustment required by Section                2.3 shall be made as of:  






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






	  	  	(ii)  	  	the
record date for the applicable dividend or distribution, the case of an
               adjustment made pursuant to Subsection 2.3(c) or (d), subject to
readjustment to                reverse the same if such distribution shall not be made.  






	  	(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, options 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 2.3(a)(i) or (iv) or                Subsections 2.3(b) or (c), if the Board of
Directors acting in good faith                determines that the adjustments
contemplated by Subsections 2.3(a), (b) and (c)                in connection with such
transaction will not appropriately protect the interests                of the holders of
Rights, the Board of Directors may determine what other                adjustments to the
Exercise Price, number of Rights and/or securities                purchasable upon
exercise of Rights would be appropriate and, notwithstanding                Subsections
2.3(a), (b) and (c), such adjustments, rather than the adjustments
               contemplated by Subsections 2.3(a), (b) and (c), shall be made. Subject to
               Subsection 5.4(b) and (c), the Corporation and the Rights Agent may, with
the                prior approval of the holders of the Common Shares, 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.  

























–25– 







	  	(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
other securities upon the occurrence of the event requiring such adjustment.  






	  	(i)  	  	Notwithstanding
anything contained 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 Directors shall                     determine to be advisable, in order that
any:  






	  	  	(i)  	  	consolidation
or subdivision of 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, subject to applicable taxation
laws, shall not be taxable to such shareholders or shall subject such shareholders to a
lesser amount of tax. 






	  	(j)  	  	Whenever
an adjustment to the Exercise Price is made pursuant to this Section
                    2.3, the Corporation shall:  






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






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






	  	
Failure
to file such certificate or to cause such notice to be given as aforesaid, or any defect
therein, shall not affect the validity of any such adjustment or change. 

























–26– 









	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
absolute holder of record of the Common Shares or other securities, if applicable,
represented thereon, and such certificate shall be dated the date upon which the Rights
Certificate evidencing such Rights was duly surrendered in accordance with Subsection
2.2(d) (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 Common Share transfer books of the
Corporation are closed, such Person shall be deemed to have become the record holder of
such shares on, and such certificate shall be dated, the next succeeding Business Day on
which the Common Share transfer books of the Corporation are open. 




	2.5  	   	Execution,
Authentication, Delivery and Dating of Rights Certificates  






	  	(a)  	  	The
Rights Certificates shall be executed on behalf of the Corporation by its
               Chairman of the Board, President or any Vice-President and by its
Corporate                Secretary or any Assistant Secretary. The signature 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 either                before or after the
countersignature and delivery of such Rights Certificates.  






	  	(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 countersign (manually or by
               facsimile signature in a manner satisfactory to the Corporation) and send
such                Rights Certificates to the holders of the Rights pursuant to
Subsection 2.2(c)                hereof. No Rights Certificate shall be valid for any
purpose until countersigned                by the Rights Agent as aforesaid.  






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







	2.6  	   	Registration,
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, at its office in the City of Toronto, 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 will have
the right to examine the Rights Register at all reasonable times.  






















–27– 







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






	  	(b)  	  	All
Rights issued upon any registration of transfer or exchange of Rights
               Certificates shall be the 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 reasonable 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
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  
























–28– 







	  	
governmental
charge that may be imposed in relation thereto and any other expenses (including the
reasonable 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 the
contractual                obligation of the Corporation, whether or not the destroyed,
lost or stolen                Rights Certificate shall be at any time enforceable by
anyone, and shall be                entitled to all the benefits of this Agreement
equally and proportionately with                any and all other Rights duly issued
hereunder.  







	2.8  	   	Persons
Deemed Owners of Rights  






        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 Right
shall mean the registered holder of such Right (or, prior to the Separation Time, of the
associated Common Share). 




	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, subject to
applicable laws, 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 associated Common
Share                certificate representing such Right;  






	  	(c)  	  	that
after the Separation Time, the Rights Certificates will be transferable
               only on the Rights Register as provided herein;  
























–29– 







	  	(d)  	  	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;  






	  	(e)  	  	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);  






	  	(f)  	  	that,
subject to the provisions of Section 5.4, without the approval of any
               holder of Rights or Voting Shares 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; and  






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







	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 right, title, benefit or privilege 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 Common Shares or any other 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 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. 





















–30– 








ARTICLE 3

ADJUSTMENTS TO THE RIGHTS  




	3.1  	   	Flip-in
Event  






	  	(a)  	  	Subject
to Subsection 3.1(b) and Section 5.1, in the event that prior to the
                    Expiration Time a Flip-in Event shall occur, each Right shall
constitute,                     effective at the close of business on the tenth Trading
Day after the Stock                     Acquisition Date, the right to purchase from the
Corporation, upon exercise                     thereof in accordance with the terms
hereof, that number of Common Shares having                     an aggregate Market Price
on the date of consummation or occurrence of such                     Flip-in Event equal
to twice the Exercise Price for an amount in cash equal to                     the
Exercise Price (such right to be appropriately adjusted in a manner
                    analogous to the applicable adjustment provided for in Section 2.3 in
the event                     that after such consummation or occurrence, an event of a
type analogous to any                     of the events described in Section 2.3 shall
have occurred).  






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






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






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






	  	
shall
become null and void without any further action, and any holder of such Rights (including
any Transferee) shall thereafter have no right to exercise such Rights under any provision
of this Agreement and further shall thereafter not have any other rights whatsoever with
respect to such Rights, whether under any provision of this Agreement or otherwise. 






	  	(c)  	  	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, the 1934 Exchange
Act and the applicable securities laws or comparable legislation of each
of the provinces of Canada and States of the United  























–31– 







	  	
States
(and any other applicable jurisdiction) in respect of the issue of Common Shares upon the
exercise of Rights in accordance with this Agreement. 






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






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






	  	
provided,
however, that the Rights Agent shall not be under any responsibility to ascertain the
existence of facts that would require the imposition of such legend but shall impose such
legend only if instructed to do so by the Corporation in writing or if a holder fails to
certify upon transfer or exchange in the space provided on the Rights Certificate that
such holder is not a Person described in such legend and provided further that the fact
that such legend does not appear on a certificate is not determinative of whether any
Rights represented thereby are void under this Section. 







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 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 with
the approval of the Rights Agent and the Co-Rights Agent. 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 (including the fees and
disbursements of any expert or advisor retained by the Rights Agent). The
Corporation also agrees to indemnify the Rights Agent, and its officers,
directors, employees and agents for, and to hold it and them harmless
against, any loss, liability or expense, incurred without negligence, bad
faith or wilful misconduct on the part of the Rights Agent or such
persons, for anything done or omitted by the Rights Agent or such persons
in connection with the  

























–32– 








	  	
acceptance
and administration of this Agreement, including legal costs and expenses, which right to
indemnification will survive the termination of this Agreement and the resignation or
removal of the Rights Agent. 






	  	(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
Common                Shares, Rights Certificate, 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 and to
be signed, executed and, where                necessary, verified or acknowledged, by the
proper Person or Persons.  






	  	(c)  	  	The
Corporation shall inform the Rights Agent in a reasonably timely manner of
               events which may materially affect the administration of this Agreement by
the                Rights Agent and, at any time upon request, shall provide to the
Rights Agent an                incumbency certificate certifying the then current
officers of the Corporation.  






	4.2  	   	Merger,
Amalgamation or Consolidation or Change of Name of Rights Agent  






	  	(a)  	  	Any
corporation into which 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                is a party, or any corporation succeeding to the shareholder
or stockholder                services business of the 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 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 have not been countersigned, any successor Rights Agent may
countersign                such Rights Certificates 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.  























–33– 








	4.3  	   	Duties
of Rights Agent  






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



	  	(a)  	  	the
Rights Agent may retain and consult with legal counsel (who may be legal
               counsel for the Corporation) and the opinion of such counsel will be full
and                complete authorization and protection to the Rights Agent as to any
action taken                or omitted by it in good faith and in accordance with such
opinion and the                Rights Agent may also consult with such other experts as
the Rights Agent may                reasonably consider necessary or appropriate to
properly carry out the duties                and obligations imposed under this Agreement
(at the expense of the Corporation)                and the Rights Agent shall be entitled
to act and rely in good faith on the                advice of any such expert;  






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






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






	  	(d)  	  	the
Rights Agent will not be liable for or by reason of any of the statements of
               fact or recitals contained in this Agreement or in the certificates for
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 certificate for a Common Share
or Rights                Certificate (except its countersignature thereof); nor will it
be responsible                for any breach by the Corporation of any covenant or
condition contained in this                Agreement or in any Rights Certificate; nor
will it be responsible for any                change in the exercisability of the Rights
(including the Rights becoming void                pursuant to Subsection 3.1(b) hereof)
or any adjustment required under the                provisions of Section 2.3 hereof or
responsible for the manner, method or amount                of any such adjustment or the
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  























–34– 








	  	
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 in
               writing with respect to the performance of its duties hereunder from any
               individual believed by the Rights Agent to be the Chairman of the Board,
               President, Chief Executive Officer, Chief Financial Officer, any
Vice-President,                Treasurer, Corporate Secretary or any Assistant Secretary
of the Corporation,                and to apply to such individuals 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 individual. (It is                understood that instructions
to the Rights Agent shall, except where                circumstances make it impractical
or the Rights Agent otherwise agrees, be given                in writing and, where not
in writing, such instructions shall be confirmed in                writing as soon as
practicable after the giving of such instructions);  






	  	(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 pecuniarily
interested in any                transaction in which the Corporation may be interested,
or contract with or lend                money to the Corporation or otherwise act as
fully and freely as though it were                not Rights Agent under this Agreement.
Nothing herein shall preclude the Rights                Agent from acting in any other
capacity for the Corporation or for any other                legal entity; and  






	  	(i)  	  	the
Rights Agent may execute and exercise any of the rights or powers hereby
               vested in it or perform any duty hereunder either itself or by or through
its                attorneys or agents, and the Rights Agent will not be answerable or
accountable                for any act, default, neglect or misconduct of any such
attorneys or agents or                for any loss to the Corporation resulting from any
such act, default, neglect or                misconduct, provided reasonable care was
exercised 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 60
days notice (or such lesser notice as is acceptable to the Corporation) in writing mailed
to the Corporation and to each transfer agent of Common Shares by registered or certified
mail and to the holders of Rights in accordance with Section 5.9. The Corporation may
remove the Rights Agent upon 30 days notice in writing, mailed to the Rights Agent and to
each transfer agent of the Common Shares by registered or certified mail and to the
holders of Rights in accordance with Section 5.9. If the Rights Agent should resign or be
removed or otherwise become incapable of acting, the 























–35– 









Corporation will appoint a successor
to the Rights Agent. If the Corporation fails to make such appointment within a period of
30 days after such removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent, then by prior written notice to
the Corporation the resigning Rights Agent or the holder of any Rights (which holder
shall, with such notice, submit such holder’s Rights Certificate, if any, for
inspection by the Corporation), may apply, at the Corporation’s expense, to any court
of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights
Agent, whether appointed by the Corporation or by such a court, shall be a corporation
incorporated under the laws of Canada or a province thereof authorized to carry on the
business of a trust company in the Province of Ontario. 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, upon payment in full of any outstanding amounts owing by
the Corporation to the Rights Agent under this Agreement, 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 in accordance
with Section 5.9. Failure to give any notice provided for in this Section 4.4, however, or
any defect therein, shall not affect the legality or validity of the resignation or
removal of the Rights Agent or the appointment of any successor Rights Agent, as the case
may be. 




ARTICLE 5

MISCELLANEOUS  




	5.1  	   	Redemption
and Waiver  






	  	(a)  	  	The
Board of Directors acting in good faith may, with the prior consent of the
holders of Voting Shares or of the holders of Rights given in accordance
with Section 5.1(i) or (j), as the case may be, at any time prior to the
occurrence of a Flip-in Event as to which the application of Section 3.1
has not been waived pursuant to the provisions of this Section 5.1, elect
to redeem all but not less than all of the then outstanding Rights at a
redemption price of $0.00001 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”).  






	  	(b)  	  	The
Board of Directors acting in good faith may, with the prior consent of the
               holders of Voting Shares given in accordance with Section 5.1(i),
determine, at                any time prior to the occurrence of a Flip-in Event as to
which the application                of Section 3.1 has not been waived pursuant to this
Section 5.1, if such Flip-in                Event would occur by reason of an acquisition
of Voting Shares otherwise than                pursuant to a Take-over Bid made by means
of a take-over bid circular to all                holders of record of Voting Shares and
otherwise than in the circumstances set                forth in Subsection 5.1(d), to
waive the application of Section 3.1 to such                Flip-in Event. In the event
that the Board of Directors proposes such a waiver,                the Board of Directors
shall extend the Separation  
























–36– 









	  	
Time
to a date subsequent to and not more than ten Business Days following the meeting of
shareholders called to approve such waiver. 






	  	(c)  	  	The
Board of Directors acting in good faith may, until the occurrence of a
               Flip-in Event upon prior written notice delivered to the Rights Agent,
determine                to waive the application of Section 3.1 to such particular
Flip-in Event                provided that the Flip-in Event would occur by reason of a
Take-over Bid made by                way of take-over bid circular sent to all holders of
Voting Shares (which for                greater certainty shall not include the
circumstances described in Subsection                5.1(d)); provided that if the Board
of Directors waives the application of                Section 3.1 to a particular Flip-in
Event pursuant to this Subsection 5.1(c),                the Board of Directors shall be
deemed to have waived the application of Section                3.1 to any other Flip-in
Event occurring by reason of any Take-over Bid which is                made by means of a
take-over bid circular to all holders of Voting Shares prior                to the expiry
of any Take-over Bid in respect of which a waiver is, or is deemed                to have
been, granted under this Subsection 5.1(c).  






	  	(d)  	  	Notwithstanding
the provisions of Subsections 5.1(b) and (c) hereof, the Board of
Directors may waive the application of Section 3.1 in respect of the
occurrence of any Flip-in Event if the Board of Directors has determined
within ten Trading Days following a Stock Acquisition Date that a Person
became an Acquiring Person by inadvertence and without any intention to
become, or knowledge that it would become, an Acquiring Person under this
Agreement, and in the event such waiver is granted by the Board of
Directors, such Stock Acquisition Date shall be deemed not to have
occurred. Any such waiver pursuant to this Subsection 5.1(d) must be on
the condition that such Person, within 14 days after the foregoing
determination by the Board of Directors or such earlier or later date as
the Board of Directors may determine (the “Disposition Date”),
has reduced its Beneficial Ownership of Voting Shares such that the Person
is no longer an Acquiring Person. If the Person remains an Acquiring
Person at the close of business on the Disposition Date, the Disposition
Date shall be deemed to be the date of occurrence of a further Stock
Acquisition Date and Section 3.1 shall apply thereto.  






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






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
























–37– 







	  	
purposes
of this Agreement the Separation Time shall be deemed not to have occurred.  






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






	  	(h)  	  	Within
10 Business Days after the Board of Directors elects or is deemed to
               elect, to redeem the Rights or if Subsection 5.1(a) is applicable within
10                Business Days after the holders of Common Shares or the holders of
Rights have                approved a redemption of Rights in accordance with Section
5.1(i) or (j), as the                case may be, the Corporation shall give notice of
redemption to the holders of                the then outstanding Rights by mailing such
notice to each such holder at his                last address as it appears upon the
registry books of the Rights Agent or, prior                to the Separation Time, on
the registry books of the transfer agent for the                Voting 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 specifically set
forth in this                Section 5.1 or in connection with the purchase of Common
Shares prior to the                Separation Time.  






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






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























–38– 









	5.2  	   	Expiration  






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




	5.3  	   	Issuance
of New Rights Certificates  






        Notwithstanding
any of the provisions of this Agreement or 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)  	  	The
Corporation may make amendments to this Agreement to correct any clerical or
               typographical error or which are required to maintain the validity of this
               Agreement as a result of any change in any applicable legislation or
regulations                or rules thereunder. The Corporation may, prior to the date of
the                shareholders’ meeting referred to in Section 5.15, supplement,
amend, vary,                rescind or delete any of the provisions of this Agreement and
the Rights                (whether or not such action would materially adversely affect
the interests of                the holders of the Rights generally) without the approval
of any holders of                Rights or Voting Shares in order to make any changes
which the Board of                Directors acting in good faith may deem necessary or
desirable. Notwithstanding                anything in this Section 5.4 to the contrary,
no such supplement or amendment                shall be made to the provisions of Article
4 except with the written concurrence                of the Rights Agent to such
supplement or amendment.  






	  	(b)  	  	Subject
to Subsection 5.4(a), the Corporation may, with the prior consent of the
               holders of Voting Shares obtained as set forth below, at any time before
the                Separation Time, supplement, amend, vary, rescind or delete any of the
               provisions of this Agreement and the Rights (whether or not such action
would                materially adversely affect the interests of the holders of Rights
generally).                Such consent shall be deemed to have been given if the action
requiring such                approval is authorized by the affirmative vote of a
majority of the votes cast                by Independent Shareholders present or
represented at and entitled to be voted                at a meeting of the holders of
Voting Shares duly called and held in compliance                with applicable laws and
the articles and by-laws of the Corporation.  






	  	(c)  	  	Subject
to Subsection 5.4(a), the Corporation may, with the prior consent of the
               holders of Rights, at any time on or after the Separation Time,
supplement,                amend, vary, rescind or delete any of the provisions of this
Agreement and the                Rights (whether or not such action would materially
adversely affect the                interests of the holders of Rights generally),
provided that no such amendment,                variation or deletion shall be made to
the provisions of Article 4 except with                the written concurrence of the
Rights Agent thereto.  
























–39– 







	  	(d) 	  	Any
 approval of the holders of Rights shall be deemed to have been given if the action
requiring such approval is authorized by the affirmative votes of the holders of Rights
present or represented at and entitled to be voted at a meeting of the holders of Rights
and representing a majority of the votes cast in respect thereof. For the purposes
hereof, each outstanding Right (other than Rights which are void pursuant to the
provisions hereof) shall be entitled to one vote, and the procedures for the calling,
holding and conduct of the meeting shall be those, as nearly as may be, which are
provided in the Corporation’s by-laws and the Canada Business Corporations Act, with
respect to meetings of shareholders of the Corporation.  






	  	(e)  	  	Any
amendments made by the Corporation to this Agreement pursuant to Subsection
                    5.4(a) which are required to maintain the validity of this Agreement
as a result                     of any change in any applicable legislation or
regulations or rules thereunder                     shall:  






	  	  	(i)  	  	if
made before the Separation Time, be submitted to the shareholders of the
                    Corporation at the next meeting of shareholders and the shareholders
may, by the                     majority referred to in Subsection 5.4(b), confirm or
reject such amendment;  






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






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







	5.5  	   	Fractional
Rights and Fractional Shares  






	  	(a)  	  	The
Corporation shall not be required to issue fractions of Rights or to
               distribute Rights Certificates which evidence fractional Rights. After the
               Separation Time, in lieu of issuing fractional Rights, the Corporation
shall pay                to the holders of record of the Rights Certificates (provided
the Rights                represented by such Rights Certificates are not void pursuant
to the provisions                of Subsection 3.1(b), at the time such fractional Rights
would otherwise be                issuable), an amount in cash equal to the fraction of
the Market Price of one                whole Right that the fraction of a Right that
would otherwise be issuable is of                one whole Right.  
























–40– 







	  	(b) 	  	The
 Corporation shall not be required to issue fractions of Common Shares upon exercise
of Rights or to distribute certificates which evidence fractional Common Shares. In lieu
of issuing fractional Common Shares, the Corporation shall pay to the registered holders
of Rights Certificates, at the time such Rights are exercised as herein provided, an
amount in cash equal to the fraction of the Market Price of one Common Share that the
fraction of a Common Share that would otherwise be issuable upon the exercise of such
Right is of one whole Common Share at the date of such exercise.  







	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
holders of the Rights. Any holder of Rights, without the consent of the Rights Agent or of
the holder of any other Rights, may, on such holder’s own behalf and for such
holder’s own benefit and the benefit of other holders of Rights 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, or Rights to which such
holder is entitled, 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, including without limiting the generality of the foregoing, any
necessary approvals of the TSX Venture Exchange, the American Stock Exchange or any other
applicable stock exchange or market. 




	5.8  	   	Notice
of Proposed Actions  






        In
case the Corporation shall propose after the Separation Time and prior to the Expiration
Time to effect the liquidation, dissolution or winding up of the Corporation or the sale
of all or substantially all of the Corporation’s assets, then, in each such case, the
Corporation shall give to each holder of a Right, in accordance with Section 5.9 hereof, a
notice of such proposed action, which shall specify the date on which such liquidation,
dissolution, or winding up is to take place, and such notice shall be so given at least 20
Business Days prior to the date of taking of such proposed action by the Corporation. 




	5.9  	   	Notices  






	  	(a)  	  	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, sent by registered or
               certified mail, postage prepaid (until another address is filed in writing
with                the Rights Agent), or sent by  
























–41– 









	  	
facsimile
or other form of recorded electronic communication, charges prepaid and confirmed in
writing, as follows:  







	  	
Banro Corporation

Suite 7070, 1 First Canadian Place

100 King Street West

Toronto, Ontario M5X 1E3







	  	
Attention: Treasurer

Telecopy No.: (416) 366-7722






	  	(b)  	  	Notices
or demands 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, sent by registered or
               certified mail, postage prepaid (until another address is filed in writing
with                the Corporation), or sent by facsimile or other form of recorded
electronic                communication, charges prepaid and confirmed in writing, as
follows:  







	  	
Equity Transfer Services Inc.

Richmond Adelaide Centre

Suite 420, 120 Adelaide Street West

Toronto, Ontario M5H 4C3







	  	
Attention: Richard Barnowski

Telecopy No.: (416) 361-0470






	  	(c)  	  	Notices
or demands authorized or required by this Agreement to be given or made                by
the Corporation or the Rights Agent to or on the holder of any Rights shall
               be sufficiently given or made if delivered or sent by first class mail,
postage                prepaid, addressed to such holder at the address of such holder as
it appears                upon the register of the Rights Agent or, prior to the
Separation Time, on the                register 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.  






	  	(d)  	  	Any
notice given or made in accordance with this Section 5.9 shall be deemed to
               have been given and to have been received on the day of delivery, if so
               delivered, on the third Business Day (excluding each day during which
there                exists any general interruption of postal service due to strike,
lockout or                other cause) following the mailing thereof, if so mailed, and
on the day of                telegraphing, telecopying or sending of the same by other
means of recorded                electronic communication (provided such sending is
during the normal business                hours of the addressee on a Business Day and if
not, on the first Business Day                thereafter). Each of the Corporation and
the Rights Agent may from time to time                change its address for notice by
notice to the other given in the manner                aforesaid.  























–42– 









	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 legal fees) incurred by such holder, on a solicitor and his
own client basis, to enforce his rights pursuant to any Rights or this Agreement. 




	5.11  	   	Successors  






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




	5.12  	   	Benefits
of this Agreement  






        Nothing
in this Agreement shall be construed to give to any Person other than the Corporation, the
Rights Agent and the holders of the Rights any legal or equitable right, remedy or claim
under this Agreement; further, 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 Ontario 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 term or provision hereof or the application thereof to any circumstance shall, in any
jurisdiction and to any extent, be invalid or unenforceable, such term or provision 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 terms and provisions hereof in such jurisdiction or the
application of such term or provision 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 and
after the Effective Date. Within six months of April 29, 2005, the Corporation shall
request confirmation of this Agreement by the holders of its Voting Shares. If this
Agreement is not confirmed by a majority of the votes cast by holders of Voting Shares
held by Independent Shareholders who vote in respect of confirmation of the Agreement at
such meeting, then this Agreement and all outstanding Rights shall terminate and be void
and of no further force and effect on and from the earlier of: 



	  	(a) 	  	the
close of business on the date of termination of such meeting (or any
          adjournment of such meeting); and  
























–43– 








	  	(b) 	  	October
29, 2005.  






	5.16  	   	Determinations
and Actions by the Board of Directors  






        All
actions, calculations and determinations (including all omissions with respect to the
foregoing) which are done or made by the Board of Directors in connection herewith, in
good faith, shall not subject the Board of Directors or any director of the Corporation to
any liability to the holders of the Rights. 




	5.17  	   	Declaration
as to Non-Canadian 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 by the Corporation
with the securities laws or comparable legislation of a jurisdiction outside Canada or the
U.S., the Board of Directors acting in good faith shall take such actions as it may deem
appropriate to ensure such compliance. In no event shall the Corporation or the Rights
Agent be required to issue or deliver Rights or securities issuable on exercise of Rights
to persons who are citizens, residents or nationals of any jurisdiction other than Canada
or the U.S., in which such issue or delivery would be unlawful without registration of the
relevant Persons or securities for such purposes. 




	5.18  	   	Time
of the Essence  






        Time
shall be of the essence in this Agreement. 




	5.19  	   	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. 



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




	  	

BANRO CORPORATION





By:  
(signed) “Arnold T. Kondrat”        
              


         Arnold T. Kondrat, Executive Vice President




EQUITY TRANSFER SERVICES INC.





By:  
(signed) “Richard Barnowski”         
              

         Richard Barnowski, Vice-President 






























ATTACHMENT 1




BANRO CORPORATION 




SHAREHOLDER RIGHTS PLAN AGREEMENT




[Form of Rights Certificate]  




	
Certificate No.  	
            
   Rights  








THE RIGHTS ARE SUBJECT TO REDEMPTION,
AT THE OPTION OF THE CORPORATION, ON THE TERMS SET FORTH IN THE SHAREHOLDER RIGHTS PLAN
AGREEMENT. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN SUBSECTION 3.1(b) OF THE SHAREHOLDER
RIGHTS PLAN AGREEMENT), RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR CERTAIN
RELATED PARTIES, OR TRANSFEREES OF AN ACQUIRING PERSON OR CERTAIN RELATED PARTIES, 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 Rights Plan Agreement, dated as of April 29, 2005, as the same may be
amended or supplemented from time to time (the “Shareholder Rights Agreement”),
between Banro Corporation, a corporation incorporated under the Canada Business
Corporations Act, (the “Corporation”) and Equity Transfer Services Inc., a
corporation incorporated under the Ontario  Business Corporations Act (the “Rights
Agent”) (which term shall include any successor Rights Agent under the Shareholder
Rights Agreement), to purchase from the Corporation at any time after the Separation Time
(as such term is defined in the Shareholder Rights Agreement) and prior to the Expiration
Time (as such term is defined in the Shareholder 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 (in the form provided hereinafter) duly executed and submitted to the
Rights Agent at its principal office in the city of Toronto. The Exercise Price shall
initially be Cdn$30.00 per Right and shall be subject to adjustment in certain events as
provided in the Shareholder Rights Agreement.  



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



This Rights Certificate is subject to
all of the terms and provisions of the Shareholder Rights Agreement, which terms and
provisions are incorporated herein by reference and made a part hereof and to which
Shareholder 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
Shareholder Rights Agreement are on file at the registered office of the Corporation and
are available upon request. 





















-2- 









This Rights Certificate, with or
without other Rights Certificates, upon surrender at the office of the Rights Agent
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. 



Subject to the provisions of the
Shareholder Rights Agreement, the Rights evidenced by this Rights Certificate may be, and
under certain circumstances are required to be, redeemed by the Corporation at a
redemption price of $0.00001 per Right. 



No fractional Common Shares will be
issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a
cash payment will be made, as provided in the Shareholder Rights Agreement. 



No holder of this Rights Certificate,
as such, shall be entitled to vote or receive dividends or be deemed for any purpose the
holder of Common Shares or of any other securities which may at any time be issuable upon
the exercise hereof, nor shall anything contained in the Shareholder 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 Shareholder 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 Shareholder Rights
Agreement. 























-3- 









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 officer of the Corporation. 




Date:
_____________________________




BANRO CORPORATION  




By:
 _____________________________




Countersigned: 




EQUITY TRANSFER SERVICES
INC.  




By:
_____________________________

     Authorized Signature






By:
_____________________________

     Authorized Signature






















FORM OF ASSIGNMENT  



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

FOR VALUE RECEIVED __________________________ hereby sells,
assigns and transfers unto 

_________________________________________________________________

(Please
print name and address of transferee.) 



the Rights represented by this Rights
Certificate, together with all right, title and interest therein, and does hereby
irrevocably constitute and appoint ________________________________,
as attorney, to transfer the within Rights on the
books of the Corporation, with full power of substitution. 




	
Dated:  ________________________	
_____________________________________

Signature



_____________________________________

(Please print name of Signatory) 







Signature Guaranteed:
     (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
Canadian chartered bank or trust company, a member of a recognized stock exchange in
Canada, a member of a registered national securities exchange in the United States, a
member of the Investment Dealers Association of Canada or National Association of
Securities Dealers, Inc. or a commercial bank or trust company having an office or
correspondent in Canada or the United States or a member of the Securities Transfer
Association Medallion (Stamp) Program














CERTIFICATE 

(To be completed if
true.)  



The undersigned party transferring
Rights hereunder, 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 or a Person acting jointly or in concert with any of
the foregoing. Capitalized terms shall have the meaning ascribed thereto in the
Shareholder Rights Agreement. 



	
 	
_____________________________________

Signature



_____________________________________

(Please print name of Signatory) 




















(To be attached to each Rights
Certificate.)  






















FORM OF ELECTION TO
EXERCISE  



(To be executed by the registered
holder if such holder desires to exercise the Rights Certificate.) 




TO:
 _____________________ 



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: 





_______________________________________________________________

(Name) 





_______________________________________________________________

(Address) 





_______________________________________________________________

(City and Province) 




_______________________________________________________________

Social Insurance Number 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: 




_______________________________________________________________

(Name) 




_______________________________________________________________

(Address) 




_______________________________________________________________

(City and Province) 




_______________________________________________________________

Social Insurance Number or other
taxpayer identification number. 



	
Dated:  ________________________	
_____________________________________

Signature



_____________________________________

(Please print name of Signatory) 






Signature Guaranteed:
     (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
Canadian chartered bank or trust company, a member of a recognized stock exchange in
Canada, a member of a registered national securities exchange in the United States, a
member of the Investment Dealers Association of Canada or National Association of
Securities Dealers, Inc. or a commercial bank or trust company having an office or
correspondent in Canada or the United States or a member of the Securities Transfer
Association Medallion (Stamp) Program





















CERTIFICATE

(To be completed if true.) 






The undersigned party exercising
Rights hereunder, 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 or a Person acting jointly or in concert with any of
the foregoing. Capitalized terms shall have the meaning ascribed thereto in the
Shareholder Rights Agreement. 





	
 	
_____________________________________

Signature



_____________________________________

(Please print name of Signatory) 




















(To be attached to each Rights
Certificate.)  
























NOTICE  



In the event the certification set
forth above in the Forms of Assignment and Election to Exercise 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 Shareholder 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, or by a Person acting jointly or in concert with an
Acquiring Person or an Affiliate or Associate thereof.