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SHAREHOLDER RIGHTS PLAN AGREEMENT

BETWEEN

GREAT PANTHER RESOURCES LIMITED

AND

COMPUTERSHARE INVESTOR SERVICES INC.







March 7, 2008

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TABLE OF CONTENTS

|                   | **ARTICLE
      1** **INTERPRETATION**                                                       |   
|------------------ | -------------------------------------------------------------------------------------------- | --
|                   |                                                                                              |   
|Section
      1.1  | Certain
      Definitions                                                                    | 4 
|Section
      1.2  | Currency                                                                                     | 13
|Section
      1.3  | Headings                                                                                     | 13
|Section
      1.4  | Number
      and Gender                                                                      | 13
|Section
      1.5  | Acting
      Jointly or in Concert                                                           | 13
|Section
      1.6  | Statutory
      References                                                                   | 13
|                   |                                                                                              |   
|                   | **ARTICLE
      2** **THE RIGHTS**                                                           |   
|                   |                                                                                              |   
|Section
      2.1  | Legend
      on Common Share Certificates                                                    | 14
|Section
      2.2  | Initial
      Exercise Price; Exercise of Right; Detachment of Rights                        | 14
|Section
      2.3  | Adjustments
      to Exercise Price; Number of Rights                                        | 16
|Section
      2.4  | Date
      on Which Exercise is Effective                                                    | 20
|Section
      2.5  | Execution,
      Authentication, Delivery and Dating of Rights Certificates                  | 20
|Section
      2.6  | Registration,
      Registration of Transfer and Exchange                                    | 20
|Section
      2.7  | Mutilated,
      Destroyed, Lost and Stolen Rights Certificates                              | 21
|Section
      2.8  | Persons
      Deemed Owners                                                                  | 21
|Section
      2.9  | Delivery
      and Cancellation of Rights Certificates                                       | 21
|Section
      2.10 | Agreement
      of Rights Holders                                                            | 22
|Section
      2.11 | Rights
      Certificate Holder not Deemed a Shareholder                                     | 22
|                   |                                                                                              |   
|                   | **ARTICLE
      3** **ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN
      TRANSACTIONS** |   
|                   |                                                                                              |   
|Section
      3.1  | Flip-in
      Event                                                                          | 23
|                   |                                                                                              |   
|                   | **ARTICLE
      4** **THE RIGHTS AGENT**                                                     |   
|                   |                                                                                              |   
|Section
      4.1  | General                                                                                      | 24
|Section
      4.2  | Merger
      or Amalgamation or Change of Name of Rights Agent                               | 24
|Section
      4.3  | Duties
      of Rights Agent                                                                 | 24
|Section
      4.4  | Change
      of Rights Agent                                                                 | 26
|                   |                                                                                              |   
|                   | **ARTICLE
      5** **MISCELLANEOUS**                                                        |   
|                   |                                                                                              |   
|Section
      5.1  | Redemption
      and Waiver                                                                  | 27
|Section
      5.2  | Expiration                                                                                   | 28
|Section
      5.3  | Issuance
      of new Rights Certificates                                                    | 28
|Section
      5.4  | Supplements
      and Amendments                                                             | 29
|Section
      5.5  | Fractional
      Rights and Fractional Shares                                                | 29
|Section
      5.6  | Rights
      of Action                                                                       | 30
|Section
      5.7  | Notice
      of Proposed Actions                                                             | 30
|Section
      5.8  | Notices                                                                                      | 30
|Section
      5.9  | Successors                                                                                   | 30
|Section
      5.10 | Benefits
      of this Agreement                                                             | 31
|Section
      5.11 | Governing
      Law                                                                          | 31
|Section
      5.12 | Severability                                                                                 | 31

2

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|Section
      5.13 | Effective
      Date                                       | 31
|------------------ | ---------------------------------------------------------- | --
|Section
      5.14 | Determinations
      and Actions by the Board of Directors | 32
|Section
      5.15 | Rights
      of Board, Corporation and Offeror             | 32
|Section
      5.16 | Regulatory
      Approvals                                 | 32
|Section
      5.17 | Declaration
      as to Non-Canadian Holders               | 32
|Section
      5.18 | Time
      of the Essence                                  | 32
|Section
      5.19 | Execution
      in Counterparts                            | 32
|                   |                                                            |   
|                   | SCHEDULE                                                   |   
|                   |                                                            |   
|Schedule
      A   | Form
      of Rights Certificate                           | 34

3

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SHAREHOLDER RIGHTS PLAN AGREEMENT

THIS AGREEMENT dated March 7, 2008
between Great Panther Resources Limited (the Corporation), a company continued
under the laws of British Columbia, and Computershare Investor Services Inc., a
corporation incorporated under the laws of Canada, as Rights Agent (the Rights
Agent, which term shall include any successor Rights Agent hereunder).

**WHEREAS**:

| | (1) | The Board of Directors has determined that it is
      advisable and in the best interests of the Corporation to adopt and
      maintain this Agreement;                                                                                                                                                                      
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                
| | (2) | In order to implement the adoption of this Agreement, the
      Board of Directors has authorized the issuance of one Right:                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                
| |     | (i)                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                
| |     | (ii)                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                
| | (3) | 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 in this Agreement;
  and                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                
| | (4) | The Corporation desires to appoint the Rights Agent to
      act on behalf of the Corporation, and the Rights Agent is willing to so
      act, in connection with the issuance, transfer, exchange and replacement
      of Rights Certificates, the exercise of Rights and other matters referred
      to in this Agreement.

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

ARTICLE 1 INTERPRETATION

**Section
1.1**          **Certain
Definitions**.

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

| | (a) | Acquiring Person means any Person who is the
      Beneficial Owner of twenty percent (20%) or more of the outstanding Voting
      Shares of the Corporation; provided, however, that the term Acquiring
      Person shall not include:
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                              
| |     | (i)                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                              
| |     | (ii)                                                                                                                                                                                                                                         

4

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| |       | Corporate Distribution, Exempt Acquisition
        or Convertible Security Acquisition and, after such Corporate Acquisition,
        Permitted Bid Acquisition, Corporate Distribution, Exempt Acquisition
        or Convertible Security Acquisition, becomes the Beneficial Owner of an
        additional one percent (1%) or more of the outstanding Voting Shares of
        the Corporation other than pursuant to Corporate Acquisitions, Permitted
        Bid Acquisitions, Corporate Distributions, Exempt Acquisitions or Convertible
        Security Acquisitions, then as of the date of such acquisition, such Person
        shall become an Acquiring Person;                                                                                                                                                                                                                                                                
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (iii) | for a period of ten (10) days after the Disqualification
        Date (as hereinafter defined), any Person who becomes the Beneficial Owner
        of twenty percent (20%) or more of the outstanding Voting Shares of the
        Corporation as a result of such Person becoming disqualified from relying
        on Clause 1.1(e)(3) hereof solely because such Person makes or proposes
        to make a Take-over Bid in respect of securities of the Corporation alone
        or by acting jointly or in concert with any other Person (the first date
        of public announcement (which, for the purposes of this definition, shall
        include, without limitation, a report filed pursuant to section 111 of
        the Securities Act (British Columbia) by such Person or the Corporation
        of a current intent to commence such a Take-over Bid being herein referred
        to as the Disqualification Date);
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (iv)  | an underwriter or member of a banking or selling
        group that acquires Voting Shares of the Corporation from the Corporation
        in connection with a distribution of securities (including, for greater
        certainty, by way of private placement of such securities) to the public;
        and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (v)   | a Person, if such Person (a Grandfathered
        Person),                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |       | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |       | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |       | provided, however, that this exception shall
        not be and shall cease to be applicable to a Grandfathered Person in the
        event that such Grandfathered Person shall, after the Record Time, become
        the Beneficial Owner of additional Voting Shares of the Corporation that
        increases its Beneficial Ownership of Voting Shares by more than 1 % of
        the number of Voting Shares outstanding at the Record Time (other than
        pursuant to one or any combination of a Corporate Acquisition, a Permitted
        Bid Acquisition, a Corporate Distribution, an Exempt Acquisition, a Convertible
        Security Acquisition, or exercise of the Convertible Securities existing
        at the Record Time).                                                                                                                                                                                        

| | (b) | Affiliate when used to indicate a relationship
      with a specified Person, means 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 means this agreement as amended,
      modified or supplemented from time to time.                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (d) | Associate when used to indicate a relationship
      with a specified Person, means any relative of such specified Person who
      has the same home as such specified Person, or any Person to whom such
      specified Person is married or with whom such specified Person is living
      in a conjugal relationship outside marriage, or any relative of such
      spouse or other Person who has the same home as such specified
    Person.

5

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| | (e) | A Person shall be deemed the Beneficial Owner,
      and to have Beneficial Ownership of, and to Beneficially
      Own:
| | --- | --------------------------------------------------------------------------------------------------------------------------------

| | (i)   | any securities of which such Person or any Affiliate or
      Associate of such Person is the owner in law or equity;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (ii)  | any securities as to which such Person or any of such
      Persons Affiliates or Associates has the right to acquire (A) upon the
      exercise of any Convertible Securities, or (B) pursuant to any agreement,
      arrangement or understanding, in each case if such right is exercisable
      immediately or within a period of 60 days thereafter whether or not on
      condition or the happening of any contingency (other than customary
      agreements with and between underwriters and banking group or selling
      group members with respect to a distribution of securities or pursuant to
      a pledge of securities in the ordinary course of business); and
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (iii) | any securities that are Beneficially Owned within the
      meaning of Clause 1.1(e)(i) or (ii) hereof by any other Person with whom
      such Person is acting jointly or in concert;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

| |     | provided, however, that a Person shall not be deemed the
      Beneficial Owner, or to have Beneficial Ownership of, or to
      Beneficially Own, any security as a result of the existence of any one
      or more of the following circumstances:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (1) | such security has been deposited or tendered, pursuant to
      a Take-over Bid made by such Person or made by any Affiliate or Associate
      of such Person or made by any other Person acting jointly or in concert
      with such Person, unless such deposited or tendered security has been
      taken up or paid for, whichever shall first occur;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (2) | by reason of the holder of such security having agreed to
      deposit or tender such security to a Take-over Bid made by such Person or
      any of such Persons Affiliates or Associates or any other Person referred
      to in Clause (iii) of this definition pursuant to a Permitted Lock-Up
      Agreement, but only until such time as the deposited or tendered security
      has been taken up or paid for, whichever shall first occur;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (3) | such Person or any Affiliate or Associate of such Person
      or any other Person acting jointly or in concert with such Person, holds
      such security; provided that (i) the ordinary business of any such Person
      (the Fund Manager) includes the management of mutual funds or investment
      funds for others (which others 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
      Fund Manager in the ordinary course of such business in the performance of
      such Fund Managers duties for the account of any other Person (a
      Client), (ii) such Person (the Trust Corporation) is licensed to carry
      on the business of a trust Corporation under applicable law and, as such,
      acts as trustee or administrator or in a similar capacity in relation to
      the estates of deceased or incompetent Persons or in relation to other
      accounts and holds such security in the ordinary course of such duties for
      the estate of any such deceased or incompetent Person (each an Estate
      Account) or for such other accounts (each an Other Account), (iii) the
      Person (the Statutory Body) is an independent Person established by
      statute for purposes that include, and the ordinary business or activity
      of such person includes, the management of investment funds for employee
      benefit plans, pension plans, insurance plans of various public bodies and
      the Statutory Body holds such security for the purposes of its activities
      as such, (iv) the ordinary business of any such Person includes acting as
      an agent of the Crown in the management of public assets (the Crown
      Agent), or (v) the Person is the administrator or the trustee of one or
      more pension funds or plans (each a Pension Fund) registered under the
      laws of Canada or any province thereof or the

6

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| |     | United Kingdom or the United States or any state thereof
      (the Independent Person), or is a Pension Fund and holds such securities
      for the purposes of its activities as an Independent Person or as a
      Pension Fund, and further provided that such Pension Fund or Independent
      Person does not hold more than thirty percent (30%) of the Voting Shares
      of the Corporation;                                                                                                                                                                                                                                                                                                              
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | provided, however, that in any of the foregoing cases no
      one of the Fund Manager, the Trust Corporation, the Statutory Body, the
      Crown Agent, the Independent Person or the Pension Fund makes or announces
      a current intention to make a Take-over Bid in respect of securities of
      the Corporation acting alone or by acting jointly or in concert with any
      other Person (other than pursuant to a distribution by the Corporation or
      by means of ordinary market transactions (including prearranged trades
      entered in the ordinary course of business of such Person) executed
      through the facilities of a stock exchange or organized over-the-counter
      market);
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (4) | such Person is a Client of the same Fund Manager as
      another Person on whose account the Fund Manager holds such security, or
      such Person is an Estate Account or an Other Account of the same Trust
      Corporation as another Person on whose account the Trust Corporation holds
      such security, or such Person is a Pension Fund with the same Independent
      Person as another Pension Fund;                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (5) | such Person is a Client of a Fund Manager and such
      security is owned at law or in equity by the Fund Manager, or such Person
      is an Estate Account or an Other Account of a Trust Corporation and such
      security is owned at law or in equity by the Trust Corporation, or such
      Person is a Pension Fund and such security is owned at law or in equity by
      the Independent Person; or                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (6) | such Person is a registered holder of securities as a
      result of carrying on the business of, or acting as a nominee of, a
      securities depository.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

| |     | For purposes of this Agreement, the percentage of Voting
      Shares Beneficially Owned by any Person, shall be and be deemed to be the
      product of one hundred (100) and the number of which the numerator is the
      number of votes for the election of all directors generally attaching to
      the Voting Shares Beneficially Owned by such Person and the denominator of
      which is the number of votes for the election of all directors generally
      attaching to all outstanding Voting Shares. Where any Person is deemed to
      Beneficially Own unissued Voting Shares, such Voting Shares shall be
      deemed to be issued and outstanding for the purpose of calculating the
      percentage of Voting Shares Beneficially Owned by such Person.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (f) | Board of Directors means, at any time, the duly
      constituted board of directors of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (g) | Business Day means any day other than a
      Saturday, Sunday or a day on which banking institutions in the City of
      Vancouver are authorized or obligated by law to close.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (h) | close of business on any given date means the
      time on such date (or, if such date is not a Business Day, the time on the
      next succeeding Business Day) at which the office of the transfer agent
      for the Common Shares in the City of Vancouver (or, after the Separation
      Time, the office of the Rights Agent in the City of Vancouver) is closed
      to the public.                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (i) | Common Shares, when used with reference to the
      Corporation, means the common shares in the capital of the
    Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (j) | Competing Bid means a Take-over Bid that: (i) is
      made while another Permitted Bid is in existence, and (ii) satisfies all
      the components of the definition of a Permitted Bid, except that the
      requirements set out in Clause (ii) of the definition of a Permitted Bid
      shall be satisfied if the Take-over Bid shall contain, and the take up and
      payment for securities tendered or deposited thereunder shall be subject
      to, an irrevocable and unqualified condition that no Voting Shares
      shall                                                                                                                                                                                                                                    

7

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| |     | be taken up or paid for pursuant to the Competing
        Bid prior to the dose of business on the date that is no earlier than
        the date which is the later of thirty-five (35) days after the date the
        Competing Bid is made or sixty (60) days after the earliest date on which
        any other Permitted Bid or Competing Bid that is then in existence was
        made and only if at that date, more than fifty percent (50%) of the then
        outstanding Voting Shares held by Independent Shareholders have been deposited
        or tendered to the Competing Bid and not withdrawn.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (k) | controlled: a Corporation
        is controlled by another Person if:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (l) | Convertible Security means
        at any time:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | in each case pursuant to which the holder
        thereof may acquire Voting Shares or other securities which are convertible
        into or exercisable or exchangeable for Voting Shares.                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (m) | Convertible Security Acquisition
        means the acquisition of Voting Shares upon the exercise, conversion or
        exchange of Convertible Securities received by a Person pursuant to a
        Permitted Bid Acquisition, Exempt Acquisition or a Corporate Distribution.                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (n) | Corporate Acquisition means
        an acquisition by the Corporation or a Subsidiary of the Corporation or
        the redemption by the Corporation of Voting Shares of the Corporation
        which by reducing the number of Voting Shares of the Corporation outstanding
        increases the proportionate number of Voting Shares Beneficially Owned
        by any Person.                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (o) | Corporate Distribution
        means an acquisition as a result of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (p) | Disqualification Datehas
        the meaning ascribed thereto in Section l.1 (a) (iii) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (q) | Effective Date has the
        meaning ascribed thereto in Section 5.13 hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (r) | Election to Exercise has
        the meaning ascribed thereto in Section 2.2(4) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

8

---

| | (s) | Exempt Acquisition means an
  acquisition:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (t) | Exercise Price means, as of any date, the price
      at which a holder may purchase the securities issuable upon exercise of
      one whole Right. Until adjustment thereof in accordance with the terms
      hereof, the Exercise Price shall be $50.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (u) | Expiration Time means the earlier of: (i) the
      Termination Time, and (ii) the close of business on the date immediately
      following the date of the Corporations annual meeting of shareholders to
      be held in 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (v) | Flip-in Event means a transaction in or pursuant
      to which any Person becomes an Acquiring Person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (w) | Independent Shareholders means holders of Voting
      Shares of the Corporation, but shall not include (i) any Acquiring Person
      or any Offeror, or any Affiliate or Associate of such Acquiring Person or
      such Offeror, or any Person acting jointly or in concert with such
      Acquiring Person or such Offeror, or (ii) any employee benefit plan, stock
      purchase plan, deferred profit sharing plan or any similar plan or trust
      for the benefit of employees of the Corporation or a Subsidiary of the
      Corporation, unless the beneficiaries of any such 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; and for greater
      certainty shall include any Person referred to in Clause 1.1(e)(3) hereof
      (other than any Person who pursuant to Clause 1.1(e)(3) is deemed to
      Beneficially Own the Voting Shares).
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (x) | Market Price per share of any securities on any
      date of determination means the average of the daily closing prices per
      share of such securities (determined as described below) on each of the
      twenty (20) consecutive Trading Days through and including the Trading Day
      immediately preceding such date; provided, however, that if an event of a
      type analogous to any of the events described in Section 2.3 hereof shall
      have caused the closing prices used to determine the Market Price on any
      Trading Days not to be fully comparable with the closing price on such
      date of                                                                                                                                                                                                                                                                                                                                                 

9

---

| |      | determination or, if the date of
        determination is not a Trading Day, on the immediately preceding Trading
        Day, each such closing price so used shall be appropriately adjusted in
        a manner analogous to the applicable adjustment provided for in Section
        2.3 hereof in order to make it fully comparable with the closing price
        on such date of determination or, if the date of determination is not
        a Trading Day, on the immediately preceding Trading Day. The closing price
        per share of any securities on any date shall be (i) the closing board
        lot sale price or, if such price is not available, the average of the
        closing bid and asked prices, for each share as reported by the Toronto
        Stock Exchange, or (ii) if for any reason none of such prices is available
        on such day or the securities are not listed or admitted to trading on
        the Toronto Stock Exchange, the closing board lot sale price or, if such
        price is not available, the average of the closing bid and asked prices,
        for each share as reported in the principal consolidated transaction reporting
        system with respect to securities listed or admitted to trading on the
        securities exchange on which the securities are primarily traded, or (iii)
        if not so listed, the last quoted price, or if not so quoted, the average
        of the high bid and low asked prices for each share of such securities
        in the over-the-counter market, or (iv) if on any such date the securities
        are not quoted by any such organization, the average of the closing bid
        and asked prices as furnished by a professional market maker making a
        market in the securities selected in good faith by the Board of Directors;
        provided, however, that if on any such date the securities are not traded
        in the over-the-counter market, the closing price per share of such securities
        on such date shall mean the fair value per share of such securities on
        such date as determined in good faith by a nationally or internationally
        recognized investment dealer or investment banker.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (y)  | Offer to Acquire shall
        include:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (z)  | Offeror means a Person
        who has announced a current intention to make, or who makes and has outstanding,
        a Take-over Bid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (aa) | Offerors Securities
        means Voting Shares of the Corporation Beneficially Owned by an Offeror,
        any Affiliate or Associate of such Offeror or any Person acting jointly
        or in concert with the Offeror.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (bb) | Permitted Bid means a Take-over
        Bid that is made by means of a Take-over Bid circular and which also complies
        with the following additional provisions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

10

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| |      | over Bid may be withdrawn at any time until taken up and
      paid for; and                                                                                                                                                                                                                                                                                                                                                                                 
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (iv) | the Take-over Bid shall contain an irrevocable and
      unqualified provision that should the condition referred to in Clause (ii)
      of this Section 1.1(bb) be met: (A) the Offeror will make a public
      announcement of that fact on the date the Take-over Bid would otherwise
      expire; and (B) the Take-over Bid will be extended for a period of not
      less than ten (10) Business Days from the date it would otherwise
      expire.

| | (cc) | Permitted Bid Acquisitions
        means share acquisitions made pursuant to a Permitted Bid or a Competing
        Bid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (dd) | Permitted Lock-Up Agreement
        means an agreement between a Person and one or more holders (each a Locked-up
        Person) of Voting Shares or Convertible Securities (the terms of
        which are publicly disclosed and a copy of which is made available to
        the public (including the Corporation) not later than the date the Lock-up
        Bid (as defined below) is publicly announced or, if the agreement was
        entered into after the date of the Lock-up Bid, as soon as possible after
        it is entered into and in any event not later than the date following
        the date of such agreement, pursuant to which such Locked-up Persons agree
        to deposit or tender Voting Shares or Convertible Securities to a Take-over
        Bid (the Lock-up Bid) made by the Person or any of such Persons
        Affiliates or Associates or any other Person referred to in Clause (iii)
        of the definition of Beneficial Owner and where the agreement:
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      | and for greater certainty, the agreement
        may contain a right of first refusal or require a period of delay to give
        the Offeror an opportunity to at least match a higher consideration in
        another Take- over Bid or transaction or contain any other similar limitation
        on a Locked-up Persons right to withdraw Voting Shares or Convertible
        Securities from the agreement, so long as any such                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

11

---

| |      | limitation does not preclude the exercise by the
      Locked-up Persons right to withdraw. Voting Shares or Convertible
      Securities from the agreement, so long as any such limitation does not
      preclude the exercise by the Locked-up Person of the right to withdraw
      Voting Shares or Convertible Securities in sufficient time to tender to
      the other Take-over Bid or to support the other transaction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (ee) | Person means any individual, firm, partnership,
      limited partnership, limited liability Corporation or partnership,
      association, trust, trustee, executor, administrator, legal or personal
      representative, government, governmental body, entity or authority, group,
      body corporate, corporation, unincorporated organization or association,
      syndicate, joint venture or any other entity, whether or not having legal
      personality, and any of the foregoing in any derivative, representative or
      fiduciary capacity and pronouns have a similar meaning.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (ff) | Record Time means the close of business on March
      7, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (gg) | Redemption Price has the meaning ascribed
      thereto in Section 5.1(1) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (hh) | Regular Periodic Cash Dividends means cash
      dividends paid at regular intervals in any fiscal year of the Corporation
      to the extent that such cash dividends do not exceed, in the aggregate,
      the greater of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (ii) | Right means a right issued pursuant to this
      Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (jj) | Rights Certificate has the meaning ascribed
      thereto in Section 2.2(3) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (kk) | Rights Register has the meaning ascribed thereto
      in Section 2.6(1) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (ll) | Securities Act (British
      Columbia), means the Securities Act(British
      Columbia) and the regulations and rules thereunder, and any comparable or
      successor laws, regulations and rules thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (mm) | Separation Time means the close of business on
      the tenth (10th) Trading Day after the earlier of (i) the Stock
      Acquisition Date, (ii) the date of the commencement of, or first public
      announcement of the intent of any person (other that the Corporation or
      any Subsidiary of the Corporation) to commence a Take-over Bid (other than
      a Permitted Bid or Competing Bid) or such later date as may be determined
      by the Board of Directors and (iii) the date on which a Permitted Bid or
      Competing Bid ceases to qualify as such or such later date as may be
      determined by the Board of Directors provided that, if any Take-over Bid
      referred to in Clause (ii) of this Section 1.1(mm) expires, is cancelled,
      terminated or otherwise withdrawn prior to the Separation Time, such Take-
      over Bid or Competing Bid, as the case may be, shall be deemed, for the
      purposes of this Section 1.1(mm) never to have been made and provided
      further that if the Board of Directors determines pursuant to Sections
      5.1(2), (3) or (4) hereof to waive the application of Section 3.1 hereof
      to a Flip-in Event, the Separation Time in respect of such Flip-in Event
      shall be deemed to have never occurred.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (nn) | Stock Acquisition Date means the first date of
      public announcement (which, for purposes of this definition, shall
      include, without limitation, a report filed pursuant to section 111 of the
      Securities Act(British Columbia) by the Corporation or an Offeror
      or Acquiring Person of facts indicating that a Person has become an
      Acquiring Person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (oo) | Subsidiary: a corporation shall be deemed to be
      a Subsidiary of another corporation if                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

12

---

| | (i) | it is controlled by:
| | --- | --------------------

| | (A) | that other corporation; or                                                                             
| | --- | -------------------------------------------------------------------------------------------------------
| |     |                                                                                                        
| | (B) | that other and one or more corporations each of
      which is controlled by that other corporation; or
| |     |                                                                                                        
| | (C) | two or more corporations each of which is controlled
      by that other corporation; or               

| | (ii) | it is a Subsidiary of a corporation that is that other
      corporations Subsidiary.
| | ---- | --------------------------------------------------------------------------------------

| | (pp) | Take-over Bid means an Offer to Acquire Voting
      Shares of the Corporation or securities convertible into or exchangeable
      for or carrying a right to purchase Voting Shares of the Corporation where
      the Voting Shares of the Corporation subject to the Offer to Acquire,
      together with the Voting Shares of the Corporation into which the
      securities subject to the Offer to Acquire are convertible, exchangeable
      or exercisable, and the Offerors Securities, constitute in the aggregate
      twenty percent (20%) or more of the outstanding Voting Shares of the
      Corporation at the date of the Offer to Acquire.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (qq) | Termination Time means the time at which the
      right to exercise Rights shall terminate pursuant to Sections 5.1(1) or
      (5) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (rr) | Trading Day, when used with respect to any
      securities, means a day on which the principal stock exchange or market 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 stock exchange or market, a Business Day.                                                                                                                                                                                                                                                                                                         
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (ss) | Voting Shares means the Common Shares and any
      other shares of capital stock with voting interests of the Corporation
      entitled to vote generally in the election of all directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (tt) | BCBCA means the Business Corporations Act(British Columbia), and the regulations thereunder, and any comparable
      or successor laws or regulations thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

**Section
1.2**          **Currency**.

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

**Section
1.3**          **Headings**.

The division of this Agreement into
Articles, Sections and Clauses and the insertion of headings, subheading and a
table of contents are for convenience of reference only and shall not affect the
construction or interpretation of this Agreement.

**Section
1.4**          **Number
and Gender**.

Wherever the context so requires, terms
used herein importing the singular number only shall include the plural and
vice-versa and words importing only one gender shall include all others.

**Section
1.5**          **Acting
Jointly or in Concert**.

For the purposes of this Agreement, a
person is acting jointly or in concert with every Person who is a party to an
agreement, commitment or understanding, whether formal or informal, with the
first Person or any Associate or Affiliate of the first person to acquire or
make an Offer to Acquire Voting Shares of the Corporation (other than customary
agreements with and between underwriters or banking group members or selling
group members with respect to a distribution of securities or to a pledge of
securities in the ordinary course of business).

**Section
1.6**          **Statutory
References.**

Unless the context otherwise requires
or except as expressly provided herein, and reference herein

13

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to a specific part, section, clause of
Rule of any statute or regulation shall be deemed to refer to the same as it may
be amended, re-enacted or replaced or, if repealed and there shall be no
replacement therefor, to the same as it is in effect on the date of this
Agreement.

ARTICLE 2 THE RIGHTS

**Section
2.1**          **Legend
on Common Share Certificates.**

|(1) | Certificates issued for Common Shares after the Record
      Time but prior to the close of business on the earlier of the Separation
      Time and the Expiration Time shall evidence one Right for each Common
      Share represented thereby and, commencing as soon as reasonably
      practicable after the effective date of this Agreement, shall have
      impressed on, printed on, written on or otherwise affixed to them, a
      legend in substantially the following form:
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

> Until the Separation Time (defined in the Rights Agreement
>         referred to below), this certificate also evidences rights of the holder
>         described in a Shareholder Rights Plan Agreement, dated March 7, 2008,
>         as amended and restated from time to time (the Rights Agreement),
>         between the Corporation and Computershare Investor Services Inc., a copy
>         of which is on file at the principal executive offices of the Corporation
>         and is available upon written request. Under certain circumstances set
>         out in the Rights Agreement, the rights may be redeemed, may expire, may
>         become null and void or may be evidenced by separate certificates and
>         no longer evidenced by this certificate.

|(2) | Until the earlier of the Separation Time and the
      Expiration Time, certificates representing Common Shares that are issued
      and outstanding at the Record Time shall evidence one Right for each
      Common Share evidenced thereby notwithstanding the absence of the
      foregoing legend. Following the Separation Time, Rights will be evidenced
      by Rights Certificates issued pursuant to Section 2.2
  hereof.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

**Section
2.2**          **Initial
Exercise Price; Exercise of Rights; Detachment of Rights.**

|(1) | Right to entitle holder to purchase one Common Share
      prior to adjustment. Subject to adjustment as herein set forth and
      subject to Section 3.1(1) hereof, each Right will entitle the holder
      thereof, from and after the Separation Time and prior to the Expiration
      Time, to purchase, for the Exercise Price as at the Business Day
      immediately preceding the date of exercise of the Right, one Common Share
      (which price and number of Common Shares are subject to adjustment as set
      forth below and are subject to Section 3.1(1) hereof). Notwithstanding any
      other provision of this Agreement, any Rights held by the Corporation or
      any of its Subsidiaries shall be void.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(2) | Rights not exercisable until Separation Time.Until the Separation Time, (i) the Rights shall not be exercisable and
      no Right may be exercised, and (ii) for administrative purposes each Right
      will be evidenced by the certificates for the associated Common Shares
      registered in the names of the holders thereof (which certificates shall
      also be deemed to be Rights Certificates) and will be transferable only
      together with, and will be transferred by a transfer of, such associated
      Common Shares.                                                                                                                                                                                        

14

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|(3) | Delivery of Rights Certificate and disclosure
      statement.From and after the Separation Time and prior to the
      Expiration Time, (i) the Rights shall be exercisable, and (ii) the
      registration and transfer of the Rights shall be separate from, and
      independent of, Common Shares. Promptly following the Separation Time, the
      Corporation will prepare and the Rights Agent will mail to each holder of
      record of Rights as of the Separation Time (other than an Acquiring Person
      and, in respect of any Rights Beneficially Owned 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, (A) a certificate (a Rights Certificate) in substantially the
      form of Schedule A hereto appropriately completed, representing the number
      of Rights held by such holder at the Separation Time, and having such
      marks of identification or designation and such legends, summaries or
      endorsements printed thereon as the Corporation may deem appropriate and
      as are not inconsistent with the provisions of this Agreement, or as may
      be required to comply with any law, rule, regulation or judicial or
      administrative order or with any rule or regulation made pursuant thereto
      or with any rule or regulation of any self-regulatory organization, stock
      exchange or quotation system on which the Rights may from time to time be
      listed or traded, or to conform to usage, and (B) a disclosure statement
      describing the Rights, provided that a Nominee shall be sent the materials
      provided for in (A) and (B) 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 mentioned Person to furnish it with such information
      and documentation as the Corporation considers advisable.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(4) | Exercise of Rights.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 the office of
      the Rights Agent in the City of Vancouver or any other office of the
      Rights Agent in the cities designated from time to time for that purpose
      by the Corporation) the Rights Certificate evidencing such Rights together
      with an election to exercise such Rights (an Election to Exercise)
      substantially in the form attached to the Rights Certificate duly
      completed and executed, accompanied by payment by certified cheque,
      bankers draft or money order payable to the order of the Corporation, of
      a sum equal to the Exercise Price multiplied by the number of Rights being
      exercised and a sum sufficient to cover any transfer tax or charge which
      may be payable in respect of any transfer involved in the transfer or
      delivery of Rights Certificates or the issuance or delivery of
      certificates for Common Shares in a name other than that of the holder of
      the Rights being exercised, all of the above to be received before the
      Expiration Time by the Rights Agent at its principal office in any of the
      cities listed on the Rights Certificate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(5) | Duties of Rights Agent upon receipt of Election to
      Exercise.Upon receipt of a Rights Certificate, which is accompanied
      by (i) a completed and duly executed Election to Exercise, and (ii)
      payment as set forth in Section 2.2(4) above, the Rights Agent (unless
      otherwise instructed by the Corporation) will thereupon
promptly:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

15

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|(6) | Partial Exercise of Rights.In case the holder of
      any Rights shall exercise less than all of the Rights evidenced by such
      holders Rights Certificate, a new Rights Certificate evidencing the
      Rights remaining unexercised will be issued by the Rights Agent to such
      holder or to such holders duly authorized assigns.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                  
|(7) | Duties of the Corporation. The Corporation
      covenants and agrees that it will:                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                  
|    | (a)                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                  
|    | (b)                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                  
|    | (c)                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                  
|    | (d)                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                  
|    | (e)                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                  
|    | (f)                                                                                                                                                                                                                                                                                                                                              

**Section
2.3**          **Adjustments
to Exercise Price; Number of Rights.**

The
Exercise Price, the number and kind of Common Shares or other 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) | Adjustment to Exercise Price upon changes to share
      capital. In the event the Corporation shall at any time after the
      Record Time:
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                              
| |     | (i)                                                                                                                                          
| |     |                                                                                                                                              
| |     | (ii)                                                                                                                                         
| |     |                                                                                                                                              
| |     | (iii)                                                                                                                                        

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

| |     | the Exercise Price in effect at the time of the record
      date for such dividend or of the effective date of such subdivision,
      combination or reclassification, and the number and kind of Common Shares,
      or other securities, as the case may be, issuable on such date, shall be
      proportionately adjusted so that the holder of any Right exercised after
      such time shall be entitled to receive, upon payment of the Exercise Price
      then in effect, the aggregate number and kind of Common Shares or other
      securities, as the case may be, which, if such Right had been exercised
      immediately prior to such date and at a time when the Common Share
      transfer books of the Corporation were open, such holder would have owned
      upon such exercise and been entitled to receive by virtue of such
      dividend, subdivision, combination or reclassification. If an event occurs
      which would require an adjustment under both this Section 2.3 and Section
      3.1 hereof, the adjustment provided for in this Section 2.3 shall be in
      addition to, and shall be made prior to, any adjustment required pursuant
      to Section 3.1 hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b) | Adjustment to Exercise Price upon issue of rights,
      options and warrants.In case the Corporation shall at any time after
      the Record 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 forty-five (45) calendar days after such record date) to
      subscribe for or purchase Common Shares (or shares having the same rights,
      privileges and preferences as Common Shares (equivalent common shares)
      or securities convertible into or exchangeable for or carrying a right to
      purchase Common Shares or equivalent common shares at a price per Common
      Share or per equivalent common share (or having a conversion price or
      exchange price or exercise price per share, if a security convertible into
      or exchangeable for or carrying a right to purchase Common Shares or
      equivalent common shares) less than ninety percent (90%) of the Market
      Price per Common Share on such record date, the Exercise Price to be in
      effect after such record date shall be determined by multiplying the
      Exercise Price in effect immediately prior to such record date by a
      fraction, the numerator of which shall be the number of Common Shares
      outstanding on such record date, plus the number of Common Shares that the
      aggregate offering price of the total number of Common Shares and/or
      equivalent common shares so to be offered (and/or the aggregate initial
      conversion, exchange or exercise price of the convertible or exchangeable
      securities or rights so to be offered, including the price required to be
      paid to purchase such convertible or exchangeable securities or rights to
      be so offered, including the price required to be paid to purchase such
      convertible or exchangeable securities or rights to be so offered) would
      purchase at such Market Price per Common Share, and the denominator of
      which shall be the number of Common Shares outstanding on such record
      date, plus the number of additional Common Shares and/or equivalent common
      shares to be offered for subscription or purchase (or into which the
      convertible or exchangeable securities 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 certificate filed with the Rights Agent and shall be binding on the
      Rights Agent and the holders of the Rights. Such adjustment shall be made
      successively whenever such a record date is fixed and, in the event that
      such rights or warrants are not so issued, the Exercise Price shall be
      adjusted to be the Exercise Price which would then be in effect if such
      record date had not been fixed.

For purposes of this Agreement, the
granting of the right to purchase Common Shares (or equivalent common shares)
(whether from treasury shares or otherwise) pursuant to any dividend or interest
reinvestment plan and/or any Common Share purchase plan providing for the
reinvestment of dividends or interest payable on securities of the Corporation
and/or the investment of periodic optional payments and/or employee benefit,
stock option or similar plans (so long as such right to purchase is in no case
evidenced by the delivery of rights or warrants) shall not be deemed to
constitute an issue of rights, options or warrants by the Corporation; provided,
however, that, in the case of any dividend or interest reinvestment plan, the
right to purchase Common Shares (or

17

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equivalent common shares) is at a price
per share of not less than ninety percent (90%) of the current market price per
share (determined as provided in such plans) of the Common Shares.

| | (c) | Adjustment to Exercise Price upon Corporate
      Distributions. In case the Corporation shall at anytime after the
      Record Time fix a record date for a distribution to all holders of Common
      Shares (including any such distribution made in connection with a merger,
      amalgamation, arrangement, plan, compromise or reorganization in which the
      Corporation is the continuing or successor Corporation) of evidences of
      indebtedness, cash (other than a regular periodic cash dividend or a
      regular periodic cash dividend paid in Common Shares, but including any
      dividend payable in securities other than Common Shares), assets or
      subscription rights, options or warrants (excluding those referred to in
      Section 2.3(b) above), the Exercise Price to be in effect after such
      record date shall be determined by multiplying the Exercise Price in
      effect immediately prior to such record date by a fraction, the numerator
      of which shall be the Market Price per Common Share on such record date,
      less the fair market value (as determined in good faith by the Board of
      Directors, whose determination shall be described in a statement filed
      with the Rights Agent) of the portion of the cash, assets or evidences of
      indebtedness so to be distributed or of such subscription rights, options
      or warrants applicable to a Common Share and the denominator of which
      shall be such Market Price per Common Share. Such adjustments shall be
      made successively whenever such a record date is fixed, and in the event
      that such distribution is not so made, the Exercise Price shall be
      adjusted to be the Exercise Price which would have been in effect if such
      record date had not been fixed.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (d) | De minimis threshold for adjustment to Exercise Price.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 percent (1%) in the Exercise Price;
      provided, however, that any adjustments which by reason of this Section
      2.3(d) are not required to be made shall be carried forward and taken into
      account in any subsequent adjustment. All calculations under this Section
      2.3 shall be made to the nearest cent or to the nearest one-hundredth of a
      Common Share or other share, as the case may be. Notwithstanding the first
      sentence of this Section 2.3(d), any adjustment required by this Section
      2.3 shall be made no later than the earlier of (i) three (3) years from
      the date of the transaction which mandates such adjustment or (ii) the
      Expiration Time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (e) | Corporation may provide for alternate means of
      adjustment. Subject to the prior consent of the holders of Voting
      Shares or Rights obtained as set forth in Section 5.4(2) or (3) hereof, as
      applicable, in the event the Corporation shall at any time after the
      Record Time issue any shares of capital stock (other than Common Shares),
      or rights or warrants to subscribe for or purchase any such capital stock,
      or securities convertible into or exchangeable for any such capital stock,
      in a transaction referred to in Sections 2.3(a)(i) or (iv) or 2.3(b) or
      (c) above, if the Board of Directors acting in good faith determines that
      the adjustments contemplated by Sections 2.3(a), (b) and (c) above in
      connection with such transaction will not appropriately protect the
      interests of the holders of Rights, the Corporation shall be entitled to
      determine what other adjustments to the Exercise Price, number of Rights
      and/or securities purchasable upon exercise of Rights would be appropriate
      and, notwithstanding Sections 2.3(a), (b) and (c) above, such adjustments,
      rather than the adjustments contemplated by Sections 2.3(a), (b) and (c)
      above, shall be made. The Corporation and the Rights Agent shall amend
      this Agreement as appropriate to provide for such adjustments.                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (f) | Adjustment to Rights exercisable into shares other
        than Common Shares. If as a result of an adjustment made pursuant
        to Section 3.1 hereof, the holder of any Right thereafter exercised shall
        become entitled to receive any shares other than Common Shares, thereafter
        the number of such other shares so receivable upon exercise of any Right
        and the Exercise Price thereof shall be subject to adjustment from time
        to time in a manner and on terms as nearly equivalent as practicable to
        the provisions with respect to the Common Shares contained in Sections
        2.3(a), (b), (c), (d), (e), (g), (h), (i), (j), (k) and (l) above and
        below, as the case may be, and the provisions of this Agreement with respect
        to the Common Shares shall apply on like terms to any such other shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

18



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| | (g) | Rights to evidence right to purchase Common Shares
        at adjusted Exercise Price. 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 Shares purchasable from time to time hereunder upon exercise of such
        Right, all subject to further adjustment as provided herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (h) | Adjustment to number of Common Shares purchasable
        upon adjustment to Exercise Price. Unless the Corporation shall have
        exercised its election as provided in Section 2.3(i) below, upon each
        adjustment of the Exercise Price as a result of the calculations made
        in Sections 2.3(b) and (c) above, each Right outstanding immediately prior
        to the making of such adjustment shall thereafter evidence the right to
        purchase, at the adjusted Exercise Price, that number of Common Shares
        (calculated to the nearest one ten-thousandth) obtained by (A) multiplying
        (x) the number of shares purchasable upon exercise of a Right immediately
        prior to this adjustment by (y) the Exercise Price in effect immediately
        prior to such adjustment of the Exercise Price, and (B) dividing the product
        so obtained by the Exercise Price in effect immediately after such adjustment
        of the Exercise Price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (i) | Election to adjust number of Rights upon adjustment
        to Exercise Price. The Corporation shall be entitled to elect on or
        after the date of any adjustment of the Exercise Price to adjust the number
        of Rights, in lieu of any adjustment in the number of Common Shares purchasable
        upon the exercise of a Right. Each of the Rights outstanding after the
        adjustment in the number of Rights shall be exercisable for the number
        of Common Shares for which a Right was exercisable immediately prior to
        such adjustment of the number of Rights (calculated to the nearest one
        ten- thousandth) obtained by dividing the Exercise Price in effect immediately
        prior to adjustment of the Exercise Price by the Exercise Price in effect
        immediately after adjustment of the Exercise Price. The Corporation shall
        make a public announcement of its election to adjust the number of Rights,
        indicating the record date for the adjustment and, if known at the time,
        the amount of the adjustment to be made. This record date may be the date
        on which the Exercise Price is adjusted or any day thereafter but, if
        Rights Certificates have been issued, shall be at least ten (10) days
        later than the date of the public announcement. If Rights Certificates
        have been issued, upon each adjustment, of the number of Rights pursuant
        to this Section 2.3(i), the Corporation shall, as promptly as practicable,
        cause to be distributed to holders of record of Rights Certificates on
        such record date Rights Certificates evidencing, subject to Section 5.5
        hereof, the additional Rights to which such holders shall be entitled
        as a result of such adjustment, or, at the option of the Corporation,
        shall cause to be distributed to such holders of record in substitution
        and replacement for the Rights Certificates held by such holders prior
        to the date of adjustment, and upon surrender thereof, new Rights Certificates
        evidencing all the Rights to which such holders shall be entitled after
        such adjustment. Rights Certificates so to be distributed shall be issued,
        executed and countersigned in the manner provided for herein and may bear,
        at the option of the Corporation, the adjusted Exercise Price and shall
        be registered in the names of the holders of record of Rights Certificates
        on the record date for the adjustment specified in the public announcement.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (j) | Rights Certificates may contain Exercise Price before
        adjustment. 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 share and the number of shares
        which were expressed in the initial Rights Certificates issued hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (k) | Corporation may in certain cases defer issues of
        securities. 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

19

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| |     | Corporation shall deliver to such holder an appropriate
      instrument evidencing such holders right to receive such additional
      shares (fractional or otherwise) or securities upon the occurrence of the
      event requiring such adjustment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (1) | Corporation has discretion to reduce Exercise Price
      for tax reasons.Notwithstanding anything in this Section 2.3 to the
      contrary, the Corporation shall be entitled to make such reductions in the
      Exercise Price, in addition to those adjustments expressly required by
      this Section 2.3, as and to the extent that in their good faith judgment,
      the Board of Directors shall determine to be advisable in order that any
      (A) consolidation or subdivision of the Common Shares, (B) issuance of any
      Common Shares at less than the Market Price, (C) issuance of securities
      convertible into or exchangeable for Common Shares, (D) stock dividends or
      (E) issuance of rights, options or warrants, referred to in this Section
      2.3 hereafter made by the Corporation to holders of its Common Shares,
      shall not be taxable to such shareholders.

**Section
2.4**          **Date
on Which Exercise is Effective.**

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

**Section
2.5**          **Execution,
Authentication, Delivery and Dating of Rights Certificates.**

|(1) | The Rights Certificates shall be executed on behalf of
      the Corporation by any two of its Chairman, Chief Executive Officer, Chief
      Operating Officer, Chief Financial Officer or 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 prior to the countersignature and
      delivery of such Rights Certificates.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(2) | 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 a disclosure statement as described
      in Section 2.2(3), and the Rights Agent shall manually or by facsimile
      signature countersign and send such Rights Certificates and disclosure
      statement to the holders of the Rights pursuant to Section 2.2(3) hereof.
      No Rights Certificate shall be valid for any purpose until countersigned
      by the Rights Agent as aforesaid.     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(3) | Each Rights Certificate shall be dated the date of
      countersignature thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

**Section
2.6**          **Registration,
Registration of Transfer and Exchange.**

|(1) | The Corporation will cause to be kept a register (the
      Rights Register) in which, subject to such reasonable regulations as it
      may prescribe, the Corporation will provide for the registration and
      transfer of Rights. The Rights Agent is hereby appointed Rights
      Registrar for the purpose of maintaining the Rights Register for the
      Corporation and registering Rights and transfers of Rights as herein
      provided. In the event that the Rights gent shall cease to be the Rights
      Registrar, the Rights Agent will have the right to examine the Rights
      Register at all reasonable times.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | After the Separation Time and prior to the Expiration
      Time, upon surrender for registration of transfer or exchange of any
      Rights Certificate and subject to the provisions of Section 2.6(3) below
      and the other provisions of this Agreement, the Corporation will execute
      and the Rights Agent will countersign, register and deliver, in the name
      of the holder or the designated transferee or transferees as required
      pursuant to the                                                                                                                                                                  

20

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|    | holders instructions, one or more new Rights
      Certificates evidencing the same aggregate number of Rights as did the
      Rights Certificates so surrendered.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(2) | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(3) | 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 registered
      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 or the Rights Agent may require the payment of a sum
      sufficient to cover any tax or other governmental charge that may be
      imposed in relation thereto and the Corporation may require payment of a
      sum sufficient to cover any other expenses (including the fees and
      expenses of the Rights Agent) in connection
therewith.

**Section
2.7**          **Mutilated,
Destroyed, Lost and Stolen Rights Certificates**.

|(1) | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(2) | 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 indemnity or other security as may be 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 its request the Rights Agent shall countersign and deliver, in
      lieu of any such destroyed, lost or stolen Rights Certificate, a new
      Rights Certificate evidencing the same number of Rights as did the Rights
      Certificate so destroyed, lost or stolen.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(3) | As a condition to the issuance of any new Rights
      Certificate under this Section 2.7, the Corporation or the Rights Agent
      may require the payment of a sum sufficient to cover any tax or other
      governmental charge that may be imposed in relation thereto and the
      Corporation may require payment of a sum sufficient to cover any other
      expenses (including the fees and expenses of the Rights Agent) in
      connection therewith.                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(4) | Every new Rights Certificate issued pursuant to this
      Section 2.7 in lieu of any destroyed, lost or stolen Rights Certificate
      shall evidence an original additional contractual obligation of the
      Corporation, whether or not the destroyed lost or stolen Rights
      Certificate shall be at any time enforceable by anyone, and the holder
      thereof shall be entitled to an the benefits of this Agreement equally and
      proportionately with any and all other holders of Rights duly issued by
      the Corporation.                                                                                                                                                                                                                                                                                           

**Section
2.8**          **Persons
Deemed Owners.**

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 shall be entitled to 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 and the Corporation and the Rights
Agent shall not be affected by any notice or knowledge to the contrary except as
required by statute or by order of a court of competent jurisdiction. As used in
this Agreement, unless the context otherwise requires, the term holder of any
Rights shall mean the registered holder of such Rights (or, prior to the
Separation Time, the associated Common Shares).

**Section
2.9**          **Delivery
and Cancellation of Rights 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

21

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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.

**Section
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 or supplemented from time to time in accordance with
      the terms hereof, in respect of all Rights held;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b) | that prior to the Separation Time each Right will be
      transferable only together with, and will be transferred by a transfer of,
      the Common Share certificate representing such Right;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (c) | that after the Separation Time, the Rights Certificates
      will be transferable only on the Rights Register as provided
  herein;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (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 shall be
      entitled to 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 upon exercise of
      Right;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (f) | that, in accordance with Section 5.4 hereof, without the
      approval of any holder of Rights and upon the sole authority of the Board
      of Directors acting in good faith this Agreement may be supplemented or
      amended from time to time pursuant to and as provided herein;
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 any preliminary or permanent injunction 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,
      regulation, or executive order promulgated or enacted by any governmental
      authority, prohibiting or otherwise restraining performance of such
      obligation.                                                                                                                                                                          

**Section
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 to
confer upon the holder of any Right or Rights Certificate, as such, any of the
rights, titles, benefits or privileges of a holder of Common Shares or any other
shares or securities of the Corporation or any right to vote at any meeting of
shareholders of the Corporation whether for the election of directors or
otherwise or upon any matter submitted to holders of shares of the Corporation
at any meeting thereof, or to give or withhold consent to any action of the
Corporation, or to receive notice of any meeting or other action affecting any
holder of Common Shares or any other shares or securities of the Corporation
except as expressly provided herein, or to receive dividends, distributions or
subscription rights, or otherwise, until the Right

22

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or Rights evidenced by Rights Certificates shall have been duly
exercised in accordance with the terms and provisions hereof.

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

**Section
3.1**          **Flip-in
Event.**

|(1) | Subject to Section 3.1(2) below, and Sections 5.1(2), (3)
      and (4) hereof, in the event that prior to the Expiration Time a Flip-in
      Event shall occur, the Corporation shall take such action as may be
      necessary to ensure and provide within eight (8) Business Days of such
      occurrence, or such longer period as may be required to satisfy all
      applicable requirements of the Securities Act(British Columbia),
      and the securities legislation of each other province of Canada that,
      except as provided below, each Right shall thereafter constitute the right
      to purchase from the Corporation upon exercise thereof in accordance with
      the terms hereof that number of Common Shares of the Corporation having an
      aggregate Market Price on the date of the 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 hereof
      in the event that after such date of occurrence an event of a type
      analogous to any of the events described in Section 2.3 hereof shall have
      occurred with respect to such Common Shares).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(2) | Notwithstanding anything in this Agreement to the
      contrary, upon the occurrence of any Flip-in Event, any Rights that are
      Beneficially Owned by (i) an Acquiring Person, or any Affiliate or
      Associate of an Acquiring Person, or any Person acting jointly or in
      concert with an Acquiring Person or any Affiliate or Associate of such
      Acquiring Person, or any Affiliate or Associate of such Person so acting
      jointly or in concert, or (ii) a transferee or other successor in title of
      Rights, directly or indirectly, of an Acquiring Person (or of any
      Affiliate or Associate of any such Person acting jointly or in concert)
      who becomes a transferee or successor in title concurrently with or
      subsequent to the Acquiring Person becoming such, shall become null and
      void without any further action, and any holder of such Rights (including
      transferees or successors in title) shall not have any rights whatsoever
      to exercise such Rights under any provision of this Agreement and shall
      not have thereafter any other rights whatsoever with respect to such
      Rights, whether under any provision of this Agreement or
  otherwise.                                                               

ARTICLE 4 THE RIGHTS AGENT

**Section
4.1**          **General.**

|(1) | 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 as it may
      deem necessary or desirable, subject to the prior approval of the Rights
      Agent. In the event the Corporation appoints one or more co-Rights Agents,
      the respective duties of the Rights Agents and co-Rights Agents shall be
      as the Corporation may determine, with the approval of the 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 (including reasonable
      counsel fees and disbursements) incurred in the administration and
      execution of this Agreement and the exercise and performance of its duties
      hereunder.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

23

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|    | The Corporation also agrees to indemnify the Rights
      Agent, its officers, directors and employees for, and to hold such persons
      harmless against, any loss, liability, cost, claim, action, suit, damage,
      or expense incurred (that is not the result of gross negligence, bad faith
      or willful misconduct on the part of any one or all of the Rights Agent,
      its officers, directors, or employees) for anything done or omitted by the
      Rights Agent in connection with the acceptance and administration of this
      Agreement, including the costs and expenses of defending against any claim
      of liability, which right to indemnification will survive the termination
      of this Agreement or the resignation or removal of the Rights
  Agent.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(2) | The Rights Agent shall be protected from 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 or any Rights Certificate or
      certificate for other securities of the Corporation, instrument of
      assignment or transfer, power of attorney, endorsement, affidavit, letter,
      notice, direction, consent, certificate, statement, or other paper or
      document believed by it to be genuine and to be signed, executed and,
      where necessary, verified or acknowledged, by the proper Person or
      Persons.                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(3) | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                             

**Section
4.2**          **Merger or Amalgamation or Change of Name of Rights Agent**

|(1) | Any Corporation into which the Rights Agent or any
      successor Rights Agent may be merged or amalgamated or with which it may
      be consolidated, or any Corporation resulting from any merger,
      amalgamation, statutory arrangement or consolidation to which the Rights
      Agent or any successor Rights Agent is a party, or any Corporation
      succeeding to the shareholder or stockholder services business of the
      Rights Agent or any successor Rights Agent, will be the successor to the
      Rights Agent under this Agreement without the execution or filing of any
      paper or any further act on the part of any of the parties hereto,
      provided that such Corporation would be eligible for appointment as a
      successor Rights Agent under the provisions of Section 4.4 hereof. In case
      at the time such successor Rights Agent succeeds to the agency created by
      this Agreement any of the Rights Certificates have been countersigned but
      not delivered, any such successor Rights Agent may adopt the
      countersignature of the predecessor Rights Agent and deliver such Rights
      Certificates so countersigned; and in case at that time any of the Rights
      Certificates have not been countersigned, any successor Rights Agent may
      countersign such Rights Certificates either in the name of the predecessor
      Rights Agent or in the name of the successor Rights Agent; and in all such
      cases such Rights Certificates will have the full force provided in the
      Rights Certificates and in this Agreement.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(2) | 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, t he Rights Agent may countersign such
      Rights Certificate 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

**Section
4.3**          **Duties
of Rights Agent**.

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

| | (a) | The Rights Agent may retain and consult with legal
      counsel (who may be legal counsel for the Corporation) and the opinion of
      such counsel will be full and complete authorization and protection to the
      Rights Agent as to any action taken or omitted to be taken by it in good
      faith and in accordance with such opinion. Subject to the prior written
      consent of the Corporation, which consent shall not be unreasonably
      withheld, the Rights Agent may also consult with such other experts as the
      Rights Agent shall consider necessary or appropriate to properly carry out
      the duties and obligations imposed under this Agreement
  (at
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

24

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| |     | 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 proven and established by a certificate signed by a person
      believed by the Rights Agent to be the Chairman of the Board, the Chief
      Executive Officer, the Chief Operating Officer or the Chief Financial
      Officer 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 events
      which are the result of its own gross negligence, bad faith or willful
      misconduct and that of its officers, directors and employees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (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 Common
      Share certificate or Rights Certificate (except its countersignature
      thereto; 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 Section 3.1(2) 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 hereof
      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 or fully paid and
      non-assessable.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (f) | The Corporation agrees that it will perform, execute,
      acknowledge and deliver or cause to be performed, executed, acknowledged,
      and delivered all such further and other acts, instruments and assurances
      as may reasonably be required by the Rights Agent for the carrying out or
      performing by the Rights Agent of the provisions of this
  Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (g) | The Rights Agent is hereby authorized and directed to
      accept instructions with respect to the performance of its duties
      hereunder from any person believed by the Rights Agent to be the Chairman
      of the Board, the Chief Executive Officer, the Chief Operating Officer or
      the Chief Financial Officer of the Corporation and to apply to such
      persons for advice or instructions in connection with its duties, and it
      shall not be liable for any action taken or suffered by it in good faith
      in accordance with instructions of any such person. .It is understood that
      instructions to the Rights Agent shall, except where circumstances make it
      impracticable 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 reasonably possible 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (i) | The Rights Agent may execute and exercise any of the
      rights or powers hereby vested in it or perform
any                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

25

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duty hereunder either itself or, with
the prior written consent of the Corporation, by or through its attorneys or
agents. The Rights Agent will not be answerable or accountable for any act,
omission, default, neglect or misconduct of any such attorneys or agents or for
any loss to the Corporation resulting from any such act, omission, default,
neglect or misconduct, provided the prior written consent of the Corporation was
obtained and reasonable care was exercised in the selection and continued
employment thereof.

**Section
4.4**          **Change
of Rights Agent.**

The Rights Agent may resign and be discharged from its duties
under this Agreement upon sixty (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 Voting Shares of the Corporation by registered or certified
mail and to the holders of the Rights in accordance with Section 5.8 hereof (all
of which shall be at the expense of the Corporation). The Corporation may remove
the Rights Agent upon thirty (30) days notice in writing, mailed to the Rights
Agent and to each transfer agent of the Voting Shares of the Corporation by
registered or certified mail and to the holders of the Rights in accordance with
Section 5.8 hereof. If the Rights Agent should resign or be removed or otherwise
become incapable of acting, the Corporation will appoint a successor to the
Rights Agent. If the Corporation fails to make such appointment within a period
of sixty (60) days after such removal or after it has been notified in writing
of such resignation or incapacity by the resigning or incapacitated Rights Agent
or by the holder of any Rights (which holder shall, with such notice, submit
such holders Rights Certificate for inspection by the Corporation), then the
Rights Agent or the holder of any Rights may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent at the Corporations
expense. 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. 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, upon receiving from the Corporation payment in full of
all amounts outstanding under this Agreement, shall deliver and transfer to the
successor Rights Agent any property at the time held by it hereunder, and
execute and deliver any further assurance, conveyance, act or deed necessary for
the purpose. Not later than the effective date of any such appointment, the
Corporation will file notice thereof in writing with the predecessor Rights
Agent and each transfer agent of the Voting Shares of the Corporation, and mail
a notice thereof in writing to the holders of the Rights. The cost of giving any
notice required under this Section 4.4 shall be borne solely by the Corporation.
Failure to give any notice provided for in this Section 4.4 however, or any
defect therein, shall not affect the legality or validity of the resignation or
removal of the Rights Agent or the appointment of the successor Rights Agent, as
the case may be.

**Section
4.5**          **Compliance
with Money Laundering Legislation.**

The
Rights Agent shall retain the right not to act and shall not be liable for
refusing to act if, due to a lack of information or for any other reason
whatsoever, the Rights Agent reasonably determines that such an act might cause
it to be in non-compliance with any applicable anti-money laundering or
anti-terrorist legislation, regulation or guideline. Further, should the Rights
Agent reasonably determine at any time that its acting under this Agreement has
resulted in it being in non-compliance with any applicable anti-money laundering
or anti-terrorist legislation, regulation or guideline, then it shall have the
right to resign on 10 days written notice to the Corporation, provided: (i)
that the Rights Agents written notice shall describe the circumstances of such
non-compliance; and (ii) that if such circumstances are rectified to the Rights
Agents satisfaction within such 10 day period, then such resignation shall not
be effective.

**Section
4.6**          **Privacy
Provision**.

The
parties acknowledge that federal and/or provincial legislation that addresses
the protection of the individuals personal information (collectively, Privacy
Laws) applies to obligations and activities under this Agreement. Despite any
other provision of this Agreement, neither party will take or direct any action
that would contravene, or cause the other to contravene, applicable Privacy
Laws. The Corporation will, prior to transferring or causing to be transferred
personal information to the Rights Agent, obtain and retain required consents of
the relevant individuals to the collection, use and disclosure of their personal
information, or will have determined that such consents have either been
previously given upon which the parties can rely or are not required under the
Privacy Laws. The Rights Agent will use commercially reasonable efforts to
ensure that is services hereunder comply with Privacy Laws.

26

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ARTICLE 5 MISCELLANEOUS

Section 5.1****          ****Redemption
  and Waiver.

| | (1) | Subject to the prior consent of the holders of Voting
      Shares or Rights obtained as set forth in Section 5.4(2) or Section 5.4(3)
      hereof, as applicable, the Board of Directors acting in good faith may, at
      any time prior to the occurrence of a Flip-in Event, 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 hereof in the event that
      an event of the type described in Section 2.3 hereof shall have occurred
      (such redemption price being herein referred to as the Redemption
      Price).                                                                                                                                                                                                                                                                        
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (2) | Subject to the prior consent of the holders of Voting
      Shares obtained as set forth in Section 5.4(2) hereof, the Board of
      Directors may, at any time prior to the occurrence of a Flip-in Event as
      to which the application of Section 3.1 hereof has not been waived
      pursuant to this Section 5.1(4), if such Flip-in Event would occur by
      reason of an acquisition of Voting Shares otherwise than pursuant to a
      Take-over Bid circular to all registered holders of Voting Shares and
      otherwise than in the circumstances set forth in Section 5.1(4) hereof,
      waive the application of Section 3.1 hereof to such Flip-in Event. In such
      event the Board of Directors shall extend the Separation Time to a date at
      least ten (10) Business Days subsequent to the meeting of shareholders
      called to approve such waiver.                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (3) | The Board of Directors acting in good faith, may, prior
      to the occurrence of a Flip-in Event, and upon prior written notice
      delivered to the Rights Agent, determine to waive the application of
      Section 3.1 hereof to a Flip-in Event that may occur by reason of a
      Take-over Bid made by means of a Take-over Bid circular to all registered
      holders of Voting Shares; provided that if the Board of Directors waives
      the application of Section 3.1 hereof to a particular Flip-in Event
      pursuant to this Section 5.1(3), the Board of Directors shall be deemed to
      have waived the application of Section 3.1 hereof to any other Flip-in
      Event occurring by reason of any Take-over Bid made by means of a Takeover
      Bid circular to all registered 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, pursuant to this Section 5.1(3).
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (4) | The Board of Directors may, prior to the close of
      business on the tenth (10th) day following the Stock
      Acquisition Date, determine, upon prior written notice delivered to the
      Rights Agent, to waive or to agree to waive the application of Section 3.1
      hereof to a Flip-in Event, provided that both of the following conditions
      are satisfied:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| | (a) | the Board of Directors has determined that a Person
      became an Acquiring Peron by inadvertence and without any intention to
      become, or knowledge that Person would become an Acquiring Person;
    and                                                                                                                                                                                                                              
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | such Acquiring Peron has reduced its Beneficial Ownership
      of Voting Shares (or has entered into a contractual arrangement with the
      Corporation, acceptable to the Board of Directors, to do so within thirty
      (30) days of the date on which such contractual arrangement is entered
      into such that at the time the waiver becomes effective pursuant to this
      Section 5.1(4) it is no longer and Acquiring
Person;

| |     | and in the event of such a waiver, for the purposes of
      this Agreement, the Flip-in Event shall be deemed to have never
      occurred.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                             
| | (5) | Where a Person acquires pursuant to a Permitted Bid, a
      Competing Bid or an Exempt Acquisition                                         

27

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| |     | under Section 5.1(3)above, outstanding Voting Shares,
      then the Corporation shall immediately upon the consummation of such
      acquisition redeem the Rights at the Redemption Price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (6) | If the Corporation is obligated under Section 5.1(5)
      above to redeem the Rights, or if the Board of Directors elects under
      Section 5.1(1) above or Section 5.1(8) below to redeem the Rights, the
      right to exercise the Rights will thereupon, without further action and
      without notice, terminate and each Right will after redemption be null and
      void and the only right thereafter of the holders of Rights shall be to
      receive the Redemption Price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (7) | Within ten (10) days after the Corporation is obligated
      under Section 5.1(5) above to redeem the Rights, or the Board of Directors
      elects under Section 5.1(1) above or Section 5.1(8) below to redeem the
      Rights, the Corporation shall give notice of redemption to the holders of
      the then outstanding Rights by mailing such notice to all such holders at
      their last address as they appear on the Rights Register or, prior to the
      Separation Time, on the registry books of the transfer agent for the
      Common Shares. Any notice which is mailed in the manner herein provided
      shall be deemed given, whether or not the holder receives the notice. Each
      such notice of redemption will state the method by which the payment of
      the Redemption Price will be made. The Corporation may not redeem, acquire
      or purchase for value any Rights at any time in any manner other than that
      specifically set forth in this Section 5.1 and other than in connection
      with the purchase of Common Shares prior to the Separation Time.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (8) | 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 my elect to redeem all the outstanding Rights at the Redemption
      Price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (9) | Notwithstanding the Rights being redeemed pursuant to
      Section 5.1(8) above, all the provisions of this Agreement shall continue
      to apply as if the Separation Time had not occurred and rights
      Certificates representing the number of Rights held by each holder of
      record of Common Shares as of the Separation Time had not been mailed to
      each such holder and for all purposes of this Agreement the Separation
      Time shall be deemed not to have occurred and the Rights shall remain
      attached to outstanding Voting Shares, subject to and in accordance with
      the provisions of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                

**Section
5.2**          **Expiration.**

No
person shall have any rights whatsoever pursuant to or arising out of this
Agreement or in respect of any Right after the Expiration Time, except the
Rights Agent as specified in Section 4.1(1) hereof.

**Section
5.3**          **Issuance of New Rights Certificates.**

Notwithstanding
any of the provisions of this Agreement or of the Rights to the contrary, the
Corporation may, at its option, issue new Rights Certificates evidencing Rights
in such form as may be approved by its Board of Directors to reflect any
adjustment or change in the number or kind or class of shares purchasable upon
exercise of Rights made in accordance with the provisions of this Agreement.

**Section
5.4**          **Supplements
and Amendments.**

|(1) | The Corporation may, prior to any shareholders meeting
      called to approve this Agreement, supplement or amend this Agreement
      without the approval of any holder of Rights or Voting Shares. Thereafter,
      the Corporation may from time to time supplement or amend this Agreement
      without the approval of any holders of Rights or Voting Shares to correct
      any clerical or typographical error or to maintain the validity of the
      Agreement as a result of a change in any applicable legislation or
      regulations or rules thereunder.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Notwithstanding anything in this Section 5.4 to the
      contrary, no supplement or amendment shall be made to the provisions of
      Article 4 hereof except with the written concurrence of the Rights Agent
      to such supplement or amendment.                                                                                                                                                                                                                                                                                                                        

28

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|(2) | Subject to Section 5.4(1) above, the Corporation may,
      with the prior consent of the holders of the Voting Shares obtained as set
      forth below, at any time prior to the Separation Time amend, vary or
      rescind any of the provisions of this Agreement and the Rights (whether or
      not such action would materially adversely affect the interests of the
      holders of Rights generally). Such consent shall be deemed to have been
      given if provided by the holders of Voting Shares at a meeting of the
      holders of Voting Shares, which meeting shall be called and held in
      compliance with applicable laws and regulatory requirements and the
      requirements in the articles and by-laws of the Corporation. Subject to
      compliance with any requirements imposed by the foregoing, consent shall
      be deemed to have been given if the proposed amendment, variation or
      revision is approved by the affirmative vote of a majority of the votes
      cast by all holders of Voting Shares (other than any holder of Voting
      Shares who is an Offeror pursuant to a Take-over Bid that is not a
      permitted Bid or Competing Bid with respect to all Voting Shares
      Beneficially Owned by such Person), represented in person or by proxy at
      the meeting.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(3) | The Corporation may, with the prior consent of the
      holders of Rights, at any time after the Separation Time and before the
      Expiration Time, amend, vary or rescind any of the provisions of this
      Agreement and the Rights (whether or not such action would materially
      adversely affect the interests of the holders of Rights
  generally).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(4) | 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
      articles and the BCBCA with respect to a meeting of shareholders of the
      Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(5) | The Corporation shall be required to provide the Rights
      Agent with notice in writing of any such amendment, variation or deletion
      to this Agreement as referred to in this Section 5.4 within 5 days of
      effecting such amendment, variation or deletion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(6) | Any supplements or amendments made by the Corporation to
      this Agreement pursuant to Section 5.4(1) above 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | A supplement or amendment of the nature referred to in
      this Section 5.4(6) shall be effective from the date of the resolution of
      the Board of Directors adopting such supplement or amendment until it is
      confirmed or rejected or until it ceases to be effective (as described in
      the next sentence) and, where such supplement or amendment is confirmed,
      it continues in effect in the form so confirmed. If such supplement or
      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 supplement or amendment shall cease to be effective from and after
      the termination of the meeting at which it was rejected or to which it
      should have been 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, vary or
      delete any provision of this Agreement to substantially the same effect
      shall be effective until confirmed by the shareholders or holders of
      Rights, as the case may be.                                                                                                                       

**Section
5.5**          **Fractional
Rights and Fractional Shares.**

|(1) | The Corporation shall not be required to issue fractions
      of Rights or to distribute Rights or to distribute Rights Certificates
      which evidence fractional Rights. Any such fractional Right shall be null
      and voice and
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

29

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|    | the Corporation will not have any obligation or liability
      in respect thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(2) | The Corporation shall not be required to issue fractions
      of Common Shares or other securities upon exercise of the Rights or to
      distribute certificates which evidence fractional Common Shares or other
      securities. In lieu issuing fractional Common Shares or other securities,
      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 same fraction of the Market Price of one Common Share.
      The Rights Agent shall have no obligation to make any payments in lieu of
      fractional Common Shares unless the Corporation shall have provided the
      Rights Agent with the necessary funds to pay in full all amounts payable
      in accordance with Section 2.2(5).

**Section
5.6**          **Rights of Action**

Subject
to the terms of this Agreement, all rights of action in respect of this
Agreement, other than rights of action vested solely in the Rights Agent, are
vested in the respective registered holds of the Rights; and any registered
holder of any Rights, without the consent of the Rights Agent or of the
registered holder of any other Rights, may, on such holders own behalf and for
such holders own benefit 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 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.

**Section
5.7**          **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 5.8 hereof, a notice of such proposed action, which
shall specify the date on which such liquidation, dissolution, winding-up, or
sale is to take place, and such notice shall be so given at least twenty (20)
Business Days prior to the date of taking such proposed action.

**Section
5.8**          **Notices**

|(1) | Notices or demands authorized by this Agreement to be
      given or made by the Rights Agent or by the holder of any Rights to or on
      behalf of the Corporation shall be sufficiently given or made if delivered
      or sent by first-class mail, postage prepaid, addressed (until another
      address is filed in writing with Rights Agent) as
  follows:
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Great Panther Resources Limited
Suite 2100, 1177 West Hastings Street Vancouver, British Columbia, V6E
2K3

Attention: Chief Executive Officer
Facsimile No.: 604 608 1744

|(2) | Any notice or demand authorized or required by this
      Agreement to be given or made by the Corporation or by the holder of any
      Rights to or on the Rights Agent shall be sufficiently given or made if
      delivered or sent by first-class mail, postage prepaid, addressed (until
      another address is filed in writing with the Corporation) as
    follows:
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Computershare Investor Services Inc.
4th Floor, 510 Burrard Street Vancouver, British Columbia,
V6C 3B9

Attention: Client Services Manager
Facsimile No.: 604 661 9401

|(3) | Notices or demands authorized 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 Rights Register or, prior to the
      Separation Time, on the registry books of the transfer agent for the
      Common Shares. Any notice which is mailed in the manner herein provided
      shall be deemed given, whether or not the holder receives the
    notice.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

**Section
5.9**          **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.

**Section
5.10**         **Benefits
of this Agreement.**

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

**Section
5.11**         **Governing
Law.**

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

**Section
5.12**         **Severability.**

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

**Section
5.13**         **Effective
Date.**

This
Agreement is effective and in full force and effect in accordance with its terms
and conditions as of and from the date of this Agreement (the Effective Date).
If this Agreement is not confirmed by a majority of the votes cast by holder of
Voting Shares permitted to vote on a resolution under Section 5.4 or the
confirmation of this Agreement, at a meeting to be held no later than 6 months
from the date of this Agreement then this Agreement and any then outstanding
Rights will be of no further force and effect from the earlier of the close of
business on the date immediately following the date of the meeting and the close
of business on the date immediately following the date of the meeting and the
close of business on the date which is 6 months from the date of this Agreement.

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**Section
5.14**          **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 good
faith, in relation to or in connection with this Agreement, shall not subject
the Board of Directors or any director of the Corporation to any liability to
the holders of the Rights.

**Section
5.15**          **Rights of Board, Corporation and Offeror.**

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

**Section
5.16**          **Regulatory
Approvals.**

This
Agreement shall be subject in any jurisdiction to the receipt of any required
prior or subsequent approval or consent from any governmental or regulatory
authority in such jurisdiction including any securities regulatory authority or
stock exchange.

**Section
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 with the securities laws or comparable legislation of a jurisdiction
other than Canada, the Board of Directors acting in good faith may take such
actions as it may deem appropriate to ensure such compliance. 1n 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 ofany jurisdiction other than Canada in which
such issue or delivery would be unlawful without registration of the relevant
Persons or securities for such purposes, or (until such notice isgiven
as required by law) without advance notice to any regulatory or self-regulatory
body.

**Section
5.18**          **Time
of the Essence.**

Time
shall be of the essence in this Agreement.

**Section
5.19**          **Execution
in Counterparts**

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

32

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IN WITNESS WHEREOF, the parties have executed this
Agreement.

GREAT PANTHER RESOURCES LIMITED

By:
___________________________________                          
Authorized Signing Officer

By:
___________________________________                          
Authorized Signing Officer



COMPUTERSHARE INVESTOR SERVICES
INC.

By:
___________________________________                          
Authorized Signing Officer

By:
___________________________________                          
Authorized Signing Officer

33

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SCHEDULE A

FORM OF RIGHTS CERTIFICATE

|Certificate No. _______ | _________________________ Rights
|----------------------- | --------------------------------

THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE
CORPORATION, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT, UNDER CERTAIN
CIRCUMSTANCES (SPECIFIED IN SECTION 3.1. (2) OF THE RIGHTS AGREEMENT), RIGHTS
BENEFICIALLY OWNED BY AN ACQUIRING PERSON, ANY PERSON ACTING JOINTLY OR IN
CONCERT WITH AN ACQUIRING PERSON OR THEIR RESPECTIVE ASSOCIATES AND AFFILIATES
(AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT AND THEIR RESPECTIVE
TRANSFEREES SHALL BECOME VOID WITHOUT ANY FURTHER ACTION.

RIGHTS CERTIFICATE

This certifies that ___________________ or registered assigns, is the registered
holder of the number of Rights set forth above each of which entitles the
registered holder thereof, subject to the terms, provisions and conditions of
the Shareholder Rights Plan Agreement dated March 7, 2008, as amended and
restated from time to time (the Rights Agreement) between Great Panther
Resources Limited, a company continued under the laws of British Columbia, (the
Corporation), and Computershare Investor Services Inc., a corporation
incorporated under the laws of Canada, as rights agent (the Rights
Agent), which term shall include any successor Rights Agent under the
Rights Agreement) to purchase from the Corporation at any time after the
Separation Time (as such term is defined in the Rights Agreement) and prior to
the Expiration Time (as such term is defined in the Rights Agreement) (or such
earlier expiration time as is provided in the Rights Agreement) one fully paid
and non-assessable Common Share of the Corporation (a Common Share) at
the Exercise price referred to below, upon presentation and surrender of this
Rights Certificate together with the Form of Election to Exercise duly executed
and submitted to the Rights Agent at it principal offices in the City of
Vancouver. The Exercise Price shall initially be $50 (Canadian) per Right and
shall be subject to adjustment in certain events as provided in the Rights
Agreement.

In certain circumstances described in the Rights Agreement, each Right evidenced
hereby may entitle the registered holder thereof to purchase or receive assets,
debt securities or other equity securities of the Corporation (or a combination
thereof) all as provided in the Rights Agreement.

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

This Rights Certificate, with or without other Rights Certificates, upon
surrender at any of the offices of the Rights Agent designated for such purpose,
may be exchanged for another Rights Certificate or Rights Certificates of like
tenor and date evidencing an aggregate number of Rights entitling the holder to
purchase a like aggregate number of Common Shares as the 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 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.

34

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

This Rights Certificate shall not be valid or obligatory for any purpose until
it shall have been manually signed by the Rights Agent.

WITNESS the facsimile signature of the proper officers of the Corporation

DATED:

GREAT PANTHER RESOURCES LIMITED

By:
___________________________________                          
Authorized Signing Officer

By:
___________________________________                          
Authorized Signing Officer

Countersigned By: COMPUTERSHARE INVESTOR SERVICES INC.

By:
___________________________________                          
Authorized Signing Officer

35

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(To be attached to each Rights Certificate)

FORM OF ELECTION TO EXERCISE

TO:      GREAT PANTHER RESOURCES
LIMITED

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



______________________________________________________(Name)

______________________________________________________(Address)

______________________________________________________(City
and Province)

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, social security or other taxpayer number

DATED _________________________

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

Signature must be guaranteed by a Canadian chartered bank, a
Canadian trust company or a member of the Securities Transfer Association
Medallion Program (Stamp).

36

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To be completed if true

The undersigned hereby certifies 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 any Person acting
jointly or in concert with any of the foregoing or any Affiliate or Associate of
such Person (as defined in the Rights Agreement).



| | Signature
| | ---------

37

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NOTICE

In the event the certification set forth in the Form of 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 Rights Agreement) and accordingly such
Rights shall be null and void.

38

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FORM OF ASSIGNMENT

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

FOR VALUE RECEIBED _____________________________________ 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 Guaranteed |                                                                                                                                                                                         
|-------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                     | Signature                                                                                                                                                                               
|                     | (Signature must correspond to
        name as written upon the face of this Rights Certificate in every particular,
        without alteration or enlargement or any change whatsoever.)

Signature must be guaranteed by a Canadian chartered bank, a
Canadian trust company or a member of the Securities Transfer Association
medallion Program (Stamp).

To be completed if true

The undersigned hereby certifies 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 any Person
  acting jointly or in concert with any of the foregoing or any Affiliate or Associate
  of such Person (as defined in the Rights Agreement).

| | Signature
| | ---------

39

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NOTICE

In the event the certification set forth in the Form of
Assignment is not completed, the Corporation will deem the Beneficial Owner of
the Rights evidenced by this Rights Certificate to be an Acquiring Person or an
Affiliate or Associate thereof (as defined in the Rights Agreement) and
accordingly such Rights shall be null and void.

40



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