Exhibit 4.4






Exhibit 4.4




COPY




DEBENTURE




UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE
SECURITIES BEFORE OCTOBER 15, 2004.



THIS DEBENTURE AND THE COMMON SHARES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS DEBENTURE AND THE COMMON SHARES INTO WHICH
IT MAY BE CONVERTED MAY NOT BE SOLD OR CONVERTED IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR
BENEFIT OF A PERSON IN THE UNITED STATES OR A U.S. PERSON UNLESS IT HAS BEEN REGISTERED UNDER THE
1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH
REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE DEFINED BY REGULATION
S UNDER THE 1933 ACT.



THIS DEBENTURE, dated for reference June 14, 2004 is made



	 	 	 	 	 
	BETWEEN:
	 	 	 	 
	 
	 	 	 	 
	 

	 	UOB CAPITAL INVESTMENTS PTE LTD	 	 
	 

	 	80 Raffles Place, UOB Plaza 2 #30-20, Singapore 048624	 	 
	 
	 	 	 	 
	 

	 	(“Investor”)	 	 
	 

	 	 	 	OF THE FIRST PART
	 
	 	 	 	 
	AND:
	 	 	 	 
	 
	 	 	 	 
	 

	 	INTERNATIONAL WEX TECHNOLOGIES INC.,	 	 
	 

	 	a corporation formed under the Canada Business Corporations

Act and having an office at 2000, 777 Hornby Street,

Vancouver, British Columbia, V6Z 1S4	 	 
	 
	 	 	 	 
	 

	 	(the “Company”)	 	 
	 

	 	 	 	OF THE SECOND PART
	 
	 	 	 	 
	AND:
	 	 	 	 
	 
	 	 	 	 
	 

	 	WEX MEDICAL LIMITED, a corporation formed under the laws of

Hong Kong and having an office at Unit A, 34/F, Manulife
Tower, 169 Electric Road, North Point, Hong Kong	 	 
	 
	 	 	 	 
	 

	 	(the “Subsidiary”)	 	 
	 

	 	 	 	OF THE THIRD PART






WHEREAS the Investor has provided financing to the Subsidiary in the principal sum of
$1,500,000
pursuant to a subscription agreement among the Investor, the Company and the Subsidiary dated May
18, 2004;



AND WHEREAS the Subsidiary is wholly owned by the Company;





 


 









 






NOW THEREFORE THIS DEBENTURE WITNESSES that in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto agree as follows:



1 DEFINITIONS




Where used in this Debenture, the following words and phrases have the following meanings:




	 	(a)	 	“Advanced Funds” means $1,500,000 advanced by the Investor to the Subsidiary
pursuant to
the Subscription Agreement,

	 
	 	(b)	 	“Debenture” means this Debenture and the schedules hereto, as at any time amended
or modified and in effect,

	 
	 	(c)	 	“Business Day” means any day other than a Saturday or a Sunday on which Canadian
chartered banks are open for business in Vancouver, British Columbia,

	 
	 	(d)	 	“Closing Date” means June 14, 2004,

	 
	 	(e)	 	“Common Shares” means the common shares in the capital of the Company as
constituted as of the date hereof,

	 
	 	(f)	 	“Companies” means the Company and the Subsidiary,

	 
	 	(g)	 	“Conversion Price” means the price at which the Advanced Funds may be converted
into Common Shares, being Cdn$5.00 per Common Share, subject to adjustment on
the occurrence of certain events specified in Part 6 of this Debenture. For the
purposes hereof, Advanced Funds shall be deemed to be converted from US
currency into Canadian currency at the rate of US$1.00 = Cdn$1.3866,

	 
	 	(h)	 	“Current Market Price” at any date for Common Shares means the closing price per
Common Share on the Exchange for that day (provided that if on that day no Closing
Price per share is reported by the Exchange as there were no trades that day, the
average of the reported closing bid and asked prices on the Exchange on such day will
be deemed to be the closing price per share for such day),

	 
	 	(i)	 	“Event of Default” means any event specified in section 5.1,

	 
	 	(j)	 	“Exchange” means The Toronto Stock Exchange, so long as the common shares of the
Company are listed on The Toronto Stock Exchange. If the common shares are not listed
on either The Toronto Stock Exchange, it means whatever stock exchange, stock market or
over the counter system on which the common shares of the Company trade in the greatest
volume or, if such common shares are not traded on any over-the-counter market or stock
exchange, then the current market value thereof, as it may be determined by the
directors of the Company,

	 
	 	(k)	 	“Issue Date” means June 14, 2004,

	 
	 	(l)	 	“Maturity Date” means June 15, 2009.

	 
	 	(m)	 	“NMLP” means Nanning Maple Leaf Pharmaceutical Co. Ltd., a limited liability
company under the laws of China and a subsidiary of the Company,

	 
	 	(n)	 	“Subscription Agreement” means the subscription agreement among the Investor,
the Subsidiary and the Company dated May 18, 2004,

	 
	 	(o)	 	“subsidiary” includes all companies that are directly or indirectly controlled by
the Company,





 


- 2 -









 





	 	(p)	 	“Trading Day” with respect to the Exchange means a day on which such exchange
is open for the transaction of business; and

	 
	 	(q)	 	“UOB Debentures” means this Debenture and the debentures issued to each of
UOB Venture (Shenzhen) Limited and UOB Venture Technology Investments Ltd by the
Companies dated for reference June 14, 2004.






2 INTERPRETATION




2.1 Governing Law




This agreement is governed by the laws of the Province of British Columbia and the parties
attorn to the nonexclusive jurisdiction of the courts of British Columbia for the resolution of all
disputes under this Debenture.



2.2 Severability




If any one or more of the provisions contained in this Debenture is found to be invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein will not in any way be affected or impaired thereby.



2.3 Parties In Interest




This Debenture enures to the benefit of and is binding on the parties hereto and their
respective successors and permitted assigns.



2.4 Headings and Marginal References




The division of this Debenture into parts, sections, subsections, paragraphs and
subparagraphs and the insertion of headings are for convenience of reference only and do not
affect the construction or interpretation of this Debenture.



2.5 Currency




Unless otherwise indicated, all statements of, or references to. dollar amounts in this
Debenture refer to lawful currency of the United States.



2.6 Accounting Principles




Unless otherwise specified in this Debenture, all accounting terminology and calculations
shall be made
in accordance with Canadian generally accepted accounting principles, consistently applied,
and all accounting
calculations shall be made on a consolidated basis.



3  THE ADVANCED FUNDS




3.1  Repayment of the Advanced Funds




The Subsidiary promises to pay to the Investor the Advanced Funds outstanding, less any
amount already repaid by the Subsidiary to the Investor or converted into Common Shares in
accordance with this Debenture, (together with accrued and unpaid interest) on or before the
Maturity Date. Notwithstanding any
other provision of this Debenture, in the event that the Subsidiary fails to repay the Advanced
Funds in
accordance with the foregoing, the Company promises to pay to the Investor the Advanced Funds
outstanding, less any amount already repaid by the Subsidiary to the Investor or converted into
Common Shares in accordance with this Debenture, (together with accrued and unpaid interest) on or
before the Maturity Date.


 


- 3 -









 





3.2 Evidence of Advanced Funds




The indebtedness of the Subsidiary to the Investor in respect of the Advanced Funds
outstanding will be evidenced by this Debenture.



3.3 Interest




The Subsidiary will pay interest to the Investor both before as well as after default and
maturity on the Advanced Funds from the date of disbursement, at the rate of 5.5% per annum
calculated semi-annually not in advance and payable semi-annually. Interest will be paid in United
States currency.



3.4 Timing of Interest Payments




The first semi-annual interest payment will be due and payable on the first day of October,
2004 and thereafter interest payments will be due and payable on the first day of each April and
October (unless that day is not a Business Day in which case the payment will be made on the
Business Day immediately preceding it) until all principal and interest has been repaid in full.



3.5 Reimbursement of Interest




In the event that there are any taxes imposed on the Investor in respect of interest accrued
or paid on the Advanced Funds during the first 12 months following the Issue Date, the Subsidiary
shall reimburse the Investor for all such taxes, provided that the maximum aggregate amount of
reimbursement under all UOB Debentures shall be limited to 15% of the interest paid on all UOB
Debentures. The reimbursement shall be paid by the Subsidiary in United States currency within 14
Business Days of receipt by the Subsidiary of a letter from the Investor (or its manager)
certifying the tax rate on the interest paid or due during the applicable period, together with a
calculation of the amount of tax payable.



4
COVENANTS OF THE BORROWER




4.1 Positive Covenants




The Subsidiary and the Company covenant and agree with the Investor that, at all times
during the currency of this Debenture:




	 	(a)	 	the Subsidiary will pay the principal sum, interest and all other monies
required to be paid to
the Investor pursuant to this Debenture in the manner set forth herein,

	 
	 	(b)	 	each of the Companies will duly observe and perform each and every of its covenants and
agreements set forth in this Debenture and the Subscription Agreement,

	 
	 	(c)	 	each of the Companies will forthwith upon becoming aware of the occurrence of
an Event of
Default, provide the Investor with immediate notice thereof,

	 
	 	(d)	 	they will pay on demand any and all reasonable costs, charges and expenses,
including any
legal costs incurred by the Investor on the basis as between a solicitor and his own
client, of
and incidental to:







	 	(i)	 	any matter which either of the Companies asks the Investor to consider in
connection
with this Debenture after the grant of this Debenture,





 


- 4 -









 





	 	(ii)	 	the Investor’s performance of any
covenant in this Debenture,

	 
	 	(iii)	 	any default by either
of the Companies, and

	 
	 	(iv)	 	any steps or proceedings taken under this Debenture or otherwise by
reason of non-payment or procuring payment of the monies payable under this Debenture,
and







all such costs, charges and expenses will bear interest at the rate aforesaid from the
date of the Investor incurring or being charged the same,




	 	(e)	 	the Subsidiary will pay all reasonable expenses of any nominee of the Investor appointed or
elected to the board of directors of NMLP reasonably incurred in attending at meetings of
the
board of directors or any committees thereof, provided NMLP fails to otherwise pay such
expenses,

	 
	 	(f)	 	in the event the Investor elects at any time not to have a nominee on the board of directors
of
NMLP, the Company shall cause NMLP to give notice to the Investor of all meetings of the
board of directors of NMLP to permit a representative of the Investor to attend any Board
meetings of NMLP as an observer. The reasonable expenses of the observer will be paid in
the
same manner as the expenses of the Investor’s nominee on the board of directors of NMLP,

	 
	 	(g)	 	they will, if so requested by the Investor, take all necessary steps to indemnify the
Investor’s
nominee director in accordance with the provisions of the laws of China and the constating

documents of NMLP,

	 
	 	(h)	 	they will, mail quarterly unaudited consolidated financial statements of the Company and
quarterly unaudited financial statements of each of the Subsidiary and NMLP to the Investor
within 45 days after the end of each fiscal quarter,

	 
	 	(i)	 	they will, mail annual audited consolidated financial statements of the Company and annual
audited financial statements of each of the Subsidiary and NMLP to the Investor within 90
days of the end of each fiscal year,

	 
	 	(j)	 	they will, mail copies of all reports, financial statements and any other documents sent to
the Company’s shareholders to the Investor on a timely basis,

	 
	 	(k)	 	they will, mail a copy of the annual budget, together with management’s discussion and
analysis for NMLP, within 15 days of approval by the board of directors of NMLP,

	 
	 	(l)	 	they will, provide any other financial information relating to the Companies and NMLP
reasonably requested by the Investor,

	 
	 	(m)	 	they will promptly inform the Investor of the full particulars if a material change (actual,
anticipated or threatened) or any change in a material fact occurs in the affairs of the
Company
or any of its subsidiaries,

	 
	 	(n)	 	each of the Companies and NMLP will maintain proper records and books of account,


	 
	 	(o)	 	each of the Companies and NMLP will maintain its corporate existence,

	 
	 	(p)	 	the Company and each of its subsidiaries will, keep in good standing all requisite
licences,
approvals, consents and authorizations necessary to enable the Company and its
subsidiaries to conduct operations,





 


- 5 -









 





	 	(q)	 	they will promptly provide the Investor with written notice of material
litigation, and

	 
	 	(r)	 	the Subsidiary will apply the Advanced Funds to general working
capital for the Subsidiary and to advance the interests of the Subsidiary and its
affiliates in Asia.






4.2  Negative Covenants




The Company covenants and agrees with the Investor that, at all times during the currency of
this Debenture, unless it has received the prior written consent of the Investor to do so (such
consent to be in the Investor’s sole and unfettered discretion but not to be unreasonably
withheld), it will not:




	 	(a)	 	permit the Subsidiary or NMLP to issue any securities, other than to the Company,

	 
	 	(b)	 	permit the Subsidiary or
NMLP to borrow any money for a term of more than 12 months,

	 
	 	(c)	 	and will not permit the Subsidiary or NMLP to sell, lease, assign, transfer or
otherwise
dispose of all or substantially all of its assets,

	 
	 	(d)	 	and will not permit the Subsidiary or NMLP to redeem or repurchase shares, pay
or declare
dividends (or any other return of capital),

	 
	 	(e)	 	and will not permit any subsidiary to utilize any Advanced Funds to purchase or
acquire the
securities of any person, pay dividends or return capital to its shareholders,

	 
	 	(f)	 	and will not permit the Subsidiary or NMLP to guarantee debt, except for the
debt of its
subsidiaries,

	 
	 	(g)	 	and will not permit the Subsidiary or NMLP to enter into any corporate
reorganization or
amalgamation,

	 
	 	(h)	 	and will not permit the Subsidiary or NMLP to, enter into any partnership,
joint venture or similar agreement or arrangement, other than in the ordinary course
of business or in connection with a corporate reorganization,

	 
	 	(i)	 	and will not permit any subsidiary to, dispose of or allow to lapse any
intellectual property rights necessary to enable the Company and its subsidiaries to
conduct operations, other than in the ordinary course of business or in connection
with a corporate reorganization,

	 
	 	(j)	 	and will not permit the Subsidiary or NMLP to, grant a security interest in its
assets, other than in the ordinary course of business,

	 
	 	(k)	 	and will not permit the Subsidiary or NMLP to, amend its constating documents, or

	 
	 	(l)	 	allow any of the outstanding securities of the Subsidiary or NMLP to be
pledged or transferred.





 


- 6 -









 










5 EVENT OF DEFAULT




5.1 Definition of Event of Default




The principal balance of the Advanced Funds, costs and any other money owing to the Investor
under this Debenture will immediately become payable unless otherwise waived in writing by the
Investor, in any of the following events (each an “Event of Default”):




	 	(a)	 	if the Subsidiary fails to pay within ten days of the due date thereof any
payments due
under this Debenture,

	 
	 	(b)	 	subject to the ten day grace period with respect to payments described in
subsection 5.1 (a)
hereof, if the Subsidiary or Company fails to observe or perform any of the
covenants in this Debenture or the Subscription Agreement on its part to be observed and
performed,

	 
	 	(c)	 	if the present nominee of the Investor on the board of directors of NMLP
ceases to be a
director of NMLP for any reason and a replacement nominee of the Investor acceptable
to the
Company, acting reasonably, is not appointed or elected to the board of directors of
NMLP
within 30 days if the Investor so requests,

	 
	 	(d)	 	if the board of directors of NMLP fails to meet (either in person or by
telephone) at least two
times each fiscal year,

	 
	 	(e)	 	if there is a change in the majority shareholding of the Subsidiary or NMLP,
and for greater
certainty there shall be deemed to be no change in the majority shareholding of an
entity if the
indirect ownership of such entity remains unchanged,

	 
	 	(f)	 	if the board of directors of the Subsidiary or NMLP, subject to any
restrictions contained in
this Debenture or the Subscription Agreement fails in each fiscal year to approve a
budget for
the forthcoming fiscal year,

	 
	 	(g)	 	if there is any breach, default or event of default under the Subscription
Agreement or this
Debenture,

	 
	 	(h)	 	if there is a sale of substantially all of the assets or business of
the Company, the Subsidiary or NMLP, or

	 
	 	(i)	 	if any of the representations and warranties in the Subscription
Agreement are or become not true.






5.2 Rights and Remedies of the Investor




Upon the occurrence of an Event of Default and at any time thereafter, the Investor may
exercise any or
all rights and remedies available to the Investor whether available under this Debenture or
available at law or in
equity.



5.3  Overdue Payments



In addition to and without restricting the Investor’s other rights or remedies under this
Debenture or available at law or in equity, in the event of an Event of Default under section 5.1(a) with respect to the non-payment of interest, the Subsidiary shall pay to the Investor an
additional amount equal to 2% per month (24% per
year) of the overdue interest amount until the overdue interest amount is paid full, unless the
Investor waives the
payment of any such amount. The additional amount shall be payable on demand in cash, or at
the election of the
Investor, in fully paid non-assessable Common Shares in the capital
of the Company. If the
Investor elects to be paid in Common Shares in the capital of the Company, the additional amount
together with accrued and unpaid interest shall be converted into Common Shares at the lowest
conversion price as is then acceptable to the Exchange and the Company agrees to use all
reasonable commercial efforts to obtain the approval of such conversion price from the Exchange
upon being notified by the Investor of such election.


 


- 7 -









 






6 CONVERSION OF THE ADVANCED FUNDS




6.1 Conversion at Investor’s Option




At the option of the Investor, at any time or times, whether before or after the occurrence of
a Event of Default, the principal balance of the Advanced Funds may be converted in whole or in
part into fully-paid and non-assessable Common Shares in the capital of the Company at the
Conversion Price. Any partial conversion of the Advanced Funds shall be in multiples of $25,000.
The Investor shall advise the Company by notice in writing in the form attached as Appendix I of
the principal amount that it wishes to convert (“Conversion Notice”) and the date of such
conversion shall be the date of the Conversion Notice. In the case of a conversion of less than all
of the principal amount outstanding of the Advanced Funds, the Companies shall deliver to the
Investor, against receipt of this Debenture for cancellation, a replacement debenture in the same
form as this Debenture in respect of the principal balance of the Advanced Funds remaining
outstanding.



6.2 Automatic Conversion




In the event that the Current Market Price on ten consecutive Trading Days is at least equal
to 1.5 times the then applicable Conversion Price, the Company may deliver written notice to the
Investor specifying the date of conversion (“Conversion Notice”). On the specified date of
conversion the principal balance of the Advanced Funds outstanding will be automatically converted
into Common Shares at the then applicable Conversion Price. Upon receipt of the Conversion Notice
the Investor will send the Debenture to the Company for cancellation.



6.3
Process on Giving Notice of Conversion




Upon the Company or the Investor, as the case may be, giving a Conversion Notice as described
in sections 6.1 or 6.2, and subject to section 6.7, the Investor shall be entitled to be entered
in the books of the Company as at the date of conversion as the holder of the number of Common
Shares into which such portion of the Advanced Funds then outstanding has been converted and,
within seven business days of the date of the Conversion Notice, the Company shall deliver to the
Investor a certificate or certificates representing the Investor’s holdings of the Common Shares.
Any interest accruing to the date of conversion on the portion of the Advanced Funds shall be paid
by the Subsidiary to the Investor forthwith after the giving of the Conversion Notice.



6.4 Adjustment of Conversion Price





	 	(a)	 	The Conversion Price (and the number of Common Shares issuable upon exercise of the
conversion rights
 and
obligations set forth in sections 6.1 and 6.2) is subject to
adjustment from time to time in the events and in the manner provided as follows:

	 
	 	(b)	 	If and whenever at any time after the date hereof and prior to the repayment of
the Advanced
Funds and all accrued interest and/or conversion thereof into Common Shares (the
“Expiry
Date”), the Company:







	 	(i)	 	issues to all or substantially all the holders of
Common Shares by way of a stock dividend or otherwise Common Shares or
securities exchangeable for or convertible
into Common Shares other than a dividend paid in the ordinary course, or





 


- 8 -









 





	 	(ii)	 	subdivides its outstanding Common Shares into a greater number of
 shares, or

	 
	 	(iii)	 	consolidates or combines its outstanding Common Shares
into a smaller number of shares,






(any of such events being called a “Common Share Reorganization”),
then the Conversion Price will
be adjusted effective immediately after the effective date or record date for the happening of a
Common Share Reorganization, as the case may be, at which the holders of Common Shares are
determined for the purpose of the Common Share Reorganization, by multiplying the Conversion Price
in effect immediately prior to such effective date or record date by a fraction, the numerator of
which is the number of Common Shares outstanding on such effective date or record date before
giving effect to such Common Share Reorganization and the denominator of which is the number of
common shares outstanding immediately after giving effect to such Common Share Reorganization
(including, in the case where securities exchangeable for or convertible into common shares are
distributed, the number of Common Shares that would have been outstanding had all such securities
been exchanged for or converted into Common Shares on such effective date or record date).



If and whenever at any time after the date hereof and prior to the Expiry Date, the Company
fixes a record date for the issue of rights, options or warrants to the holders of all or
substantially all of its outstanding Common Shares under which such holders are entitled to
subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common
Shares, where




	 	(c)	 	the right to subscribe for or purchase Common Shares, or the right to exchange
securities for
or convert securities into Common Shares expires not more than 45 days after the
date of such
issue (the period from the record date to the date of expiry being in this section
6.4 called the
“Rights Period”), and

	 
	 	(d)	 	the cost per Common Share during the Rights Period (inclusive of any cost or
acquisition of
securities exchangeable for or convertible into Common Shares in addition to any
direct cost
of Common Shares) (in this section 6.4 called the “Per Share Cost”) is less than 95%
of the
Current Market Price of the Common Shares on the record date,






(any of such events being called a “Rights Offering”), then the Conversion Price will be adjusted
effective immediately after the end of the Rights Period to a price determined by multiplying the
Conversion Price in effect immediately prior to the end of the Rights Period by a fraction:




	 	(e)	 	the numerator of which is the aggregate of:







	 	(i)	 	the number of Common Shares outstanding as of the
record date for the Rights Offering, and

	 
	 	(ii)	 	a number determined by dividing the product of the Per Share Cost and:







	 	A.	 	where the event giving rise to the application of
this paragraph (ii) was the
issue of rights, options or warrants to the holders of Common Shares
under which such holders are entitled to subscribe for or purchase
additional Common Shares, the number of Common Shares so subscribed
for or purchased during the Rights Period, or

	 
	 	B.	 	where the event giving rise to the application of
this paragraph (ii) was the
issue of rights, options or warrants to the holders of Common Shares
under
which such holders are entitled to subscribe for or purchase
securities
exchangeable for or convertible into Common Shares, the
number of Common
Shares for which those securities could have been exchanged or into
which they could have been converted during the Rights Period,







by the Current Market Price of the Common Shares as of the record date for
the Rights Offering, and


 


- 9 -









 






	 	(f)	 	the denominator of which is







	 	(i)	 	in the case described in subparagraph
(e)(ii)(A), the number of Common Shares outstanding, or

	 
	 	(ii)	 	in the case described in subparagraph
(e)(ii)(B), the number of Common Shares that would be outstanding
if all the Common Shares described in subparagraph (e)(ii)(B) had
been issued,






as at the end of the Rights Period.



Any Common Shares owned by or held for the account of the Company or any subsidiary (as
defined in the Securities Act (British Columbia)) of the Company will be deemed not to be
outstanding for the purpose of any such computation.



If pursuant to section 6.1 the Investor has given notice to convert or if pursuant to section
6.2 the Company has requested the Investor to convert during the period beginning immediately
after the record date for a Rights Offering and ending on the last day of the Rights Period the
Investor will, in addition to the Common Shares to which it is otherwise entitled upon such
conversion in accordance with sections 6.1 and 6.2, be entitled to that number of additional
Common Shares which, when added to the number of Common Shares to which that holder is entitled
upon such conversion, equals the number of Common Shares to which the Investor would have been
entitled on exercise if the conversion notice had been given after the adjustment of the
Conversion Price immediately after the end of the Rights Period. Such additional Common Shares
will be deemed to have been issued to the Investor immediately following the end of the Rights
Period and a certificate for such additional Common Shares will be delivered to such holder within
ten Business Days following the end of the Rights Period.



If and whenever at any time after the date hereof and prior to the Expiry Date, the Company
fixes a record date for the issue or the distribution to the holders of all or substantially all
its Common Shares:




	 	(g)	 	shares of the Company of any class other than Common Shares,

	 
	 	(h)	 	rights, options or warrants to acquire shares or securities exchangeable for
or convertible into shares or property or other assets of the Company (other than
rights, options or warrants to purchase Common Shares exercisable within 45 days of
the record date at a price per Common Share equal to or greater than 95% of the then
Current Market Price),

	 
	 	(i)	 	evidences of indebtedness, or







	 	(j)	 	any property or other assets








 


- 10 -









 






and if such issuance or distribution does not constitute a Common Share Reorganization or a
Rights Offering or dividend paid in the ordinary course (any of such non-excluded events being
called a “Special Distribution”), the Conversion Price will be adjusted effective immediately
after such record date to a price determined by multiplying the Conversion Price effect on such
record date by a fraction:



	 	(k)	 	the numerator of which is:







	 	(i)	 	the product of the number of Common Shares outstanding
on such record date and the Current Market Price of the Common Shares on such
record date, less

	 
	 	(ii)	 	the amount by which the aggregate fair market value (as determined by action by the
directors of the Company) to the holders of the Common Shares of such
securities or property or other assets so issued or distributed in the
Special Distribution exceeds the fair market value (as determined by action
of the directors of the Company) of the consideration, if any, received
therefor by the Company, and







	 	(l)	 	the denominator of which is the number of Common Shares outstanding on
such record date multiplied by the Current Market Price of the Common Shares on such
record date.






Any Common Shares owned by or held for the account of the Company or any subsidiary (as
defined in the Securities Act (British Columbia)) of the Company will be deemed not to be
outstanding for the purpose of any such computation.



If and whenever at any time after the date hereof and prior to the Expiry Date, there is a
reclassification of the Common Shares outstanding at any time or change of the Common Shares into
other shares or into other securities (other than a Common Share Reorganization), or a
consolidation, amalgamation, reverse take-over or merger of the Company with or into any other
corporation or other entity (other than a consolidation, amalgamation or merger which does not
result in any reclassification of the outstanding Common Shares or a change of the Common Shares
into other shares), or a transfer of the undertaking or assets of the Company as an entirety or
substantially as an entirety to another corporation or other entity (any of such events being
called a “Capital Reorganization”), and notice to convert is given after the effective date of
such Capital Reorganization, the Investor will be entitled to receive, and must accept for the
same aggregate consideration in lieu of the number of Common Shares to which it was theretofore
entitled upon such subscription, the aggregate number of shares, other securities or other
property which it would have been entitled to receive as a result of such Capital Reorganization
if, on the effective date thereof, it had been the registered holder of the number of Common
Shares to which such holder was theretofore if conversion had occurred on that date. Appropriate
adjustments will be made as a result of any such Capital Reorganization in the application of the
provisions set forth in this section 6.4 with respect to the rights and interests thereafter of
holders of Debentures to the end that the provisions set forth in this section 6.4 will thereafter
correspondingly be made applicable as nearly as may reasonably be in relation to any shares
thereafter deliverable upon conversion. Any such adjustment must be made by and set forth in an
agreement supplemental hereto. As a condition precedent to taking any action that would constitute
a Capital Reorganization, the Company will take all action necessary, in the opinion of counsel,
in order that the provisions of this section be effected.



If and whenever at any time after the date hereof and prior to the Expiry Date any adjustment
in the Conversion Price occurs as a result of




	 	(m)	 	a Common Share Reorganization,

	 
	 	(n)	 	the fixing by the Company of a record date for a Rights Offering, or

	 
	 	(o)	 	the fixing by the Company of a record date for the issue or distribution
to the holders of all
or substantially all its outstanding Common Shares of (A) Common Shares, (B)
securities
exchangeable for or convertible into Common Shares at an exchange or conversion
price per Common Share less than the Current Market Price on such record date or (C)
rights, options or warrants entitling the holders thereof to subscribe for or
purchase Common Shares or securities exchangeable for or convertible into Common
Shares at an exchange or conversion price per Common Share less than the Current
Market Price on such record date,
then the number of Common Shares issuable upon conversion will be adjusted contemporaneously with
the adjustment of the Conversion Price by multiplying the number of Common Shares theretofore
issuable on the exercise thereof immediately prior to such adjustment by a fraction the numerator
of which is the Conversion Price in effect immediately prior to such adjustment and the
denominator of which is the Conversion Price resulting from such adjustment.





 


- 11 -









 










To the extent that any adjustment in subscription rights occurs pursuant to this section 6.4
as a result of a distribution of exchangeable or convertible securities, rights, options or
warrants, or as a result of the fixing by the Company of a record date for the distribution of any
such securities, the number of Common Shares issuable upon conversion will be readjusted
immediately after the expiration of any relevant exchange, conversion or exercise right to the
number of Common Shares which would be issuable or purchasable based upon the number of Common
Shares actually issued and remaining issuable immediately after such expiration, and will be
further readjusted in such manner upon expiration of any further such right.



6.5 Additional Adjustments




If by the terms of the rights, options or warrants referred to in section 6.4, there is more
than one purchase, conversion or exchange price per Common Share, the aggregate price of the total
number of additional Common Shares offered for subscription or purchase, or the aggregate
conversion or exchange price of the convertible securities so offered, will be calculated for
purposes of the adjustment on the basis of




	 	(a)	 	the lowest purchase, conversion or exchange price per Common Share, as the
case may be, if
such price is applicable to all Common Shares which are subject to the rights,
options or warrants, and

	 
	 	(b)	 	the average purchase, conversion or exchange price per Common Share, as the
case may
be, if the applicable price is determined by reference to the number of Common
Shares
acquired.






To the extent that any adjustment in the Conversion Price occurs pursuant to section 6.4 as a
result of the fixing by the Company of a record date for the distribution of rights, options or
warrants, the Conversion Price will be readjusted immediately after the expiration of any relevant
exchange, conversion or exercise right to the Conversion Price which would then be in effect based
upon the number of Common Shares actually issued and remaining issuable after such expiration, and
will be further readjusted in such manner upon expiration of any further such right.



No adjustment in the Conversion Price is required to be made unless such adjustment would
result in a change of at least 1% in the prevailing Conversion Price and no adjustment will be
made in the number of Common Shares issuable upon conversion unless it would result in a change of
at least one one-hundredth of a Common Share, provided, however,’ that any adjustments which,
except for the provisions of this section, would otherwise have been required to be made, will be
carried forward and taken into account in any subsequent adjustment.



If at any time a dispute arises with respect to adjustments provided for in section 6.4,
such dispute will be conclusively determined by the auditors of the Company or if they are
unable or unwilling to act, by such other firm of independent chartered accountants as may
be selected by action by the directors of the Company and any such determination will be
binding upon the Company and the Investor and the Company will provide such auditors or
accountants with access to all necessary records of the Company.



If the Company sets a record date to determine the holders of the Common Shares for the
purpose of entitling them to receive any dividend or distribution or sets a record date to take
any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking
of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take
such other act only then no adjustment in the Conversion Price or the number of Common Shares
issuable upon conversion will be required by reason of the setting of such record date.






 


- 12 -












 




In the absence of a resolution of the directors of the Company fixing a record date for a
Special Distribution or Rights Offering, the Company will be deemed to have fixed as the record
date therefor the date on which the Special Distribution or Rights Offering is effected.



As a condition precedent to the taking of any action which would require any adjustment in
respect of conversion, including the Conversion Price and the number of class of shares or other
securities which are to be received upon conversion, the Company must take any corporate action
which may be necessary in order that the Company have unissued and reserved in its authorized
capital and may validly and legally issue as fully paid and non-assessable all the shares or other
securities which the Investor are entitled to receive on conversion in accordance with the
provisions thereof.



6.6 Acknowledgement




The investor acknowledges that this Debenture and any Common Shares which may be issued on
the conversion of this Debenture have not been registered under the United States Securities Act
of 1993, as amended (the “1933 Act”) or the securities laws of any state of the United States and
this Debentures may not be transferred to or converted in the United States or by or on behalf of
any U.S. Person unless such securities are registered under the 1933 Act and applicable State
securities laws or unless an exemption from registration is available.



6.7 Bonus




If during the first 12 months following the Issue Date a Conversion Notice is issued in
accordance with this Debenture with respect to the conversion of part or all of the principal
balance of the Advanced Funds, then the Company shall deliver to the Investor that number of Common
Shares as is equal to 104% of the number of Common Shares issuable on the conversion as otherwise
calculated in accordance with the provisions of this Debenture and the provisions of section 6.3
shall apply mutatis mutandis. Any fractions of a share resulting shall be rounded up to the next
whole number.



7 GENERAL




7.1 Rank




This
Debenture shall rank pari passu with all other debentures issued by the Companies on June
14, 2004.



7.2 Waiver or Modification




No failure on the part of the Investor in exercising any power or right hereunder will
operate as a waiver of that power or right nor will any single or partial exercise of such right or power
preclude any other right or power hereunder. No amendment, modification or waiver of any condition of this Debenture
or consent to any departure by the Subsidiary or the Company therefrom will be effective unless it
is in writing signed by the Investor. No notice to or demand on the Subsidiary or the Company will
entitle the Subsidiary or the Company to any other further notice or demand in similar or other
circumstances unless specifically provided for in this Debenture.



 


- 13 -









 








7.3
Borrower’s Waivers




The Companies hereby waive demand and presentment for payment, notice of non-payment, protest,
notice of protest, notice of dishonour, bringing of suit and
diligence in taking any action.



7.4 Time




Time is of the essence of this Debenture.



7.5 Further Assurances




The parties to this Debenture will do, execute and deliver or will cause to be done, executed
and delivered all such further acts, documents and filings as may be reasonably required for the
purpose of giving effect to this Debenture.



7.6 Assignment




Neither the Investor nor the Companies may assign this Debenture or its interest herein or
any part hereof except with the prior written consent of the other party hereto, such consent not
to be unreasonably withheld, provided that the Investor shall be permitted to assign this
Debenture and its interest hereunder to any affiliate as such term is defined in the Canada
Business Corporations Act, as amended from time to time, without
the consent of the Companies.



8 NOTICES




8.1 Any notice under this Debenture will be given in writing and may be sent by fax or may
be delivered or mailed by prepaid post addressed to the party to which notice is to be given at the
following address:




If to the Investor:


UOB CAPITAL INVESTMENTS PTE LTD
 80 Raffles
Place, UOB Plaza 2 #30-20
 Singapore 048624


Attention: Terence Ong Sea Eng 

Fax: 011-65-6538-2569


If to the Subsidiary:


WEX MEDICAL LIMITED
 Unit A,
34/F, Manulife Tower,
 169
Electric Road, North Point,

Hong Kong


Attention: Grace Leong

Fax: 011-582-2897-1966


 


- 14 -









 






If to the Company:


INTERNATIONAL WEX TECHNOLOGIES INC.
 #2000 -
700 Hornby Street
 Vancouver, British Columbia

V6Z 1S4


Attention: Donna Shum

Fax: 604-683-8868



8.2 If notice is sent by fax or is delivered, it will be deemed to have been given at the time of
transmission or delivery.



8.3 If notice is mailed, it will be deemed to have been received seven days following the date of
mailing of the notice.



8.4 If there is an interruption in normal mail service due to strike, labour unrest or other cause
at or before the time a notice is mailed the notice will be sent by fax or will be delivered.



9 AMENDMENTS




This Debenture may be amended, waived, discharged or terminated only by instrument in writing
signed by the party against whom enforcement of the amendment, waiver, discharge or termination is
sought.



IN WITNESS WHEREOF the Investor and the Companies have executed and delivered this Debenture.



	 	 	 	 	 
	INTERNATIONAL WEX TECHNOLOGIES INC.	 	 
	 
	 	 	 	 
	Per:

	 	/s/ “John Olthoff”	 	 
	 

	 	 

Authorized Signatory
	 	 
	 
	 	 	 	 
	WEX MEDICAL LIMITED	 	 
	 
	 	 	 	 
	Per:

	 	/s/ “Frank Shum”	 	 
	 

	 	 

Authorized Signatory
	 	 





 


- 15 -









 





APPENDIX I




CONVERSION NOTICE




ALL SHARE CERTIFICATES ISSUED PRIOR TO OCTOBER 15, 2004 MUST HAVE IMPRINTED ON THEIR FACE THE
FOLLOWING:




“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL
NOT TRADE THE SECURITIES BEFORE OCTOBER 15, 2004”



The undersigned holder of the within Debenture, hereby subscribes for                      common shares
of International Wex Technologies Inc. (“Wex”) in conversion of US$                     of the Advanced
Amount                      at a conversion price of Cdn$                     per common share in
accordance with the conversion referred to in Part 6 of the Debenture according to the conditions
thereof.




The undersigned hereby certifies that the undersigned is the original purchaser of the Debenture
or a transferee with the consent of Wex, and (i) is not (and is not exercising the Debenture for
the account or benefit of) a “U.S. Person” or a person in the United States, (ii) did not execute
or deliver this Conversion Notice in the United States and (iii) has in all other aspects complied
with the terms of Regulation S of the United States Securities Act of 1933, as amended (the “1933
Act”) or any successor rule or regulation of the United States Securities and Exchange Commission
in effect.



DATED at                     , this                      day of                     , 200_.



	 	 	 	 	 
	  

	 	 

Name of Debenture Holder
	 	 
	 
	 	 	 	 
	  

	 	 

Authorized Signatory
	 	 






	 	 	 	 	 
	Registration Instructions:

	 	Delivery Instructions:	 	 
	 
	 	 	 	 
	 

Name

	 	 

Account reference, if applicable
	 	 
	 
	 	 	 	 
	 

Account reference, if applicable

	 	 

Contact Name
	 	 
	 
	 	 	 	 
	 

Address

	 	 

Address
	 	 
	 
	 	 	 	 
	 


	 	 

(Telephone Number)
	 	 





 


 









 





DEBENTURE




UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE
SECURITIES BEFORE OCTOBER 15, 2004.



THIS DEBENTURE AND THE COMMON SHARES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS DEBENTURE AND THE COMMON SHARES INTO WHICH
IT MAY BE CONVERTED MAY NOT BE SOLD OR CONVERTED IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR
BENEFIT OF A PERSON IN THE UNITED STATES OR A U.S. PERSON UNLESS IT HAS BEEN REGISTERED UNDER THE
1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH
REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE DEFINED BY
REGULATION S UNDER THE 1933 ACT.



THIS DEBENTURE, dated for reference June 14, 2004 is made



BETWEEN:




UOB
VENTURE TECHNOLOGY INVESTMENTS LTD

80 Raffles Place, UOB Plaza 2 #30-20, Singapore 048624




(“Investor”)



OF THE FIRST PART




AND:




INTERNATIONAL WEX TECHNOLOGIES INC.,

a corporation formed under the Canada Business Corporations
Act and having an office at 2000, 777 Hornby Street,
Vancouver, British Columbia, V6Z 1S4




(the “Company”)



OF THE SECOND PART




AND:




WEX MEDICAL LIMITED, a corporation formed under the laws of
Hong Kong and having an office at Unit A, 34/F, Manulife
Tower, 169 Electric Road, North Point, Hong Kong




(the “Subsidiary”)



OF THE THIRD PART




WHEREAS
the Investor has provided financing to the Subsidiary in the
principal sum of $1,500,000 pursuant to a subscription agreement among the Investor, the Company and the Subsidiary dated May
18, 2004;



AND WHEREAS the Subsidiary is wholly owned by the Company;


 


 









 





NOW THEREFORE THIS DEBENTURE WITNESSES that in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto agree as follows:



1      DEFINITIONS




Where used in this Debenture, the following words and phrases have the following meanings:




	 	(a)	 	“Advanced Funds” means $1,500,000 advanced by the Investor to the Subsidiary
pursuant to the Subscription Agreement,







	 	(b)	 	“Debenture” means this Debenture and the schedules hereto, as at any time amended
or modified and in effect,







	 	(c)	 	“Business Day” means any day other than a Saturday or a Sunday on which Canadian
chartered banks are open for business in Vancouver, British Columbia,







	 	(d)	 	“Closing Date” means June 14, 2004,







	 	(e)	 	“Common Shares” means the common shares in the capital of the Company as
constituted as of the date hereof,







	 	(f)	 	“Companies” means the Company and the Subsidiary,







	 	(g)	 	“Conversion Price” means the price at which the Advanced Funds may be converted
into Common Shares, being Cdn$5.00 per Common Share, subject to adjustment on the
occurrence of certain events specified in Part 6 of this Debenture. For the purposes
hereof, Advanced Funds shall be deemed to be converted from US currency into Canadian
currency at the rate of US$1.00 = Cdn$1.3866,







	 	(h)	 	“Current Market Price” at any date for Common Shares means the closing price per
Common Share on the Exchange for that day (provided that if on that day no Closing
Price per share is reported by the Exchange as there were no trades that day, the
average of the reported closing bid and asked prices on the Exchange on such day will
be deemed to be the closing price per share for such day),







	 	(i)	 	“Event of Default” means any event specified in section 5.1,







	 	(j)	 	“Exchange” means The Toronto Stock Exchange, so long as the common shares of the
Company are listed on The Toronto Stock Exchange. If the common shares are not listed
on either The Toronto Stock Exchange, it means whatever stock exchange, stock market or
over the counter system on which the common shares of the Company trade in the greatest
volume or, if such common shares are not traded on any over-the-counter market or stock
exchange, then the current market value thereof, as it may be determined by the
directors of the Company,







	 	(k)	 	“Issue Date” means June 14, 2004,

	 
	 	(l)	 	“Maturity Date” means June 15, 2009,







	 	(m)	 	“NMLP” means Nanning Maple Leaf Pharmaceutical Co. Ltd., a limited liability
company under the laws of China and a subsidiary of the Company,







	 	(n)	 	“Subscription Agreement” means the subscription agreement among the Investor,
the Subsidiary and the Company dated May 18, 2004,







	 	(o)	 	“subsidiary” includes all companies that are directly or indirectly controlled by the Company,







	 	(p)	 	“Trading Day” with respect to the Exchange means a day on which such exchange
is open for the transaction of business; and







	 	(q)	 	“UOB Debentures” means this Debenture and the debentures issued to each of
UOB Venture (Shenzhen) Limited and UOB Capital Investments Pte Ltd by the Companies
dated for reference June 14, 2004.





 


- 2 -









 






	2	 	INTERPRETATION








	2.1	 	Governing Law








This agreement is governed by the laws of the Province of British Columbia and the parties
attorn to the nonexclusive jurisdiction of the courts of British Columbia for the resolution of
all disputes under this Debenture.




	2.2 	 	Severability








If any one or more of the provisions contained in this Debenture is found to be invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein will not in any way be affected or impaired thereby.




	2.3	 	Parties In Interest








This Debenture enures to the benefit of and is binding on the parties hereto and their
respective successors and permitted assigns.




	2.4	 	Headings and Marginal References








The division of this Debenture into parts, sections, subsections, paragraphs and
subparagraphs and the insertion of headings are for convenience of reference only and do not
affect the construction or interpretation of this Debenture.




	2.5	 	Currency







Unless otherwise indicated, all statements of, or references to, dollar amounts in this
Debenture refer to lawful currency of the United States.




	2.6	 	Accounting Principles








Unless otherwise specified in this Debenture, all accounting terminology and calculations
shall be made in accordance with Canadian generally accepted accounting principles, consistently applied, and all
accounting calculations shall be made on a consolidated basis.




	3	 	THE ADVANCED FUNDS









	3.1	 	Repayment of the Advanced Funds








The Subsidiary promises to pay to the Investor the Advanced Funds outstanding, less any
amount already repaid by the Subsidiary to the Investor or converted into Common Shares in
accordance with this Debenture, (together with accrued and unpaid interest) on or before the Maturity Date.
Notwithstanding any other provision of this Debenture, in the event that the Subsidiary fails to repay the Advanced
Funds in accordance with the foregoing, the Company promises to pay to the Investor the Advanced Funds
outstanding, less any amount already repaid by the Subsidiary to the Investor or converted into
Common Shares in accordance with this Debenture, (together with accrued and unpaid interest) on or
before the Maturity Date.


 


- 3 -









 






	3.2	 	Evidence of Advanced Funds








The indebtedness of the Subsidiary to the Investor in respect of the Advanced Funds
outstanding will be evidenced by this Debenture.





	3.3	 	Interest








The Subsidiary will pay interest to the Investor both before as well as after default and
maturity on the Advanced Funds from the date of disbursement, at the rate of 5.5% per annum
calculated semi-annually not in advance and payable semi-annually. Interest will be paid in United
States currency.




	3.4	 	Timing of Interest Payments








The first semi-annual interest payment will be due and payable on the first day of October,
2004 and thereafter interest payments will be due and payable on the first day of each April and
October (unless that day is not a Business Day in which case the payment will be made on the
Business Day immediately preceding it) until all principal and interest has been repaid in full.




	3.5	 	Reimbursement of Interest








In the event that there are any taxes imposed on the Investor in respect of interest accrued
or paid on the Advanced Funds during the first 12 months
following the Issue Date, the Subsidiary shall reimburse the Investor for all such taxes, provided that the maximum aggregate amount of
reimbursement under all UOB Debentures shall be limited to 15% of the interest paid on all UOB
Debentures. The reimbursement shall be paid by the Subsidiary in United States currency within 14
Business Days of receipt by the Subsidiary of a letter from the Investor (or its manager)
certifying the tax rate on the interest paid or due during the applicable period, together with a
calculation of the amount of tax payable.




	4 	 	COVENANTS OF THE BORROWER









	4.1	 	Positive Covenants









The Subsidiary and the Company covenant and agree with the Investor that, at all times
during the currency of this Debenture:




	 	(a)	 	the Subsidiary will pay the
principal sum, interest and all other monies
required to be paid to the Investor pursuant to this Debenture in the manner set forth
herein,







	 	(b)	 	each of the Companies will
duly observe and perform each and every of its covenants and
agreements set forth in this Debenture and the Subscription Agreement,







	 	(c)	 	each of the Companies will forthwith upon becoming aware of the occurrence of
an Event of Default, provide the Investor with immediate notice thereof,







	 	(d)	 	they will pay on demand any and all reasonable costs, charges and expenses,
including any legal costs incurred by the Investor on the basis as between a solicitor
and his own client, of and incidental to:







	 	(i)	 	any matter which either of
the Companies asks the Investor to consider in
connection with this Debenture after the grant of this Debenture,







	 	(ii)	 	the Investor’s performance of any covenant in this
Debenture,





 


- 4 -









 






	 	(iii)	 	any default by either of the Companies, and







	 	(iv)	 	any steps or proceedings taken under this Debenture or otherwise by
reason of non-payment or procuring payment of the monies payable under this Debenture,
and







all such costs, charges and expenses will bear interest at the rate aforesaid from the date
of the Investor incurring or being charged the same,




	 	(e)	 	the Subsidiary will pay all reasonable expenses of any nominee of the Investor appointed or
elected to the board of directors of NMLP reasonably incurred in attending at meetings of the
board of directors or any committees thereof, provided NMLP fails to otherwise pay such
expenses,







	 	(f)	 	in the event the Investor elects at any time not to have a nominee on the board of directors
of NMLP, the Company shall cause NMLP to give notice to the Investor of all meetings of the
board of directors of NMLP to permit a representative of the Investor to attend any Board
meetings of NMLP as an observer. The reasonable expenses of the observer will be paid in the
same manner as the expenses of the Investor’s nominee on the board of directors of NMLP,







	 	(g)	 	they will, if so requested by the Investor, take all necessary steps to indemnify the
Investor’s nominee director in accordance with the provisions of the laws of China and the
constating documents of NMLP,







	 	(h)	 	they will, mail quarterly unaudited consolidated financial statements of the Company and
quarterly unaudited financial statements of each of the Subsidiary and NMLP to the Investor
within 45 days after the end of each fiscal quarter,







	 	(i)	 	they will, mail annual audited consolidated financial statements of the Company and annual
audited financial statements of each of the Subsidiary and NMLP to the Investor within 90
days of the end of each fiscal year,







	 	(j)	 	they will, mail copies of all reports, financial statements and any other documents sent to
the Company’s shareholders to the Investor on a timely basis,







	 	(k)	 	they will, mail a copy of the annual budget, together with management’s discussion and
analysis for NMLP, within 15 days of approval by the board of directors of NMLP,







	 	(l)	 	they will, provide any other financial information relating to the Companies and NMLP
reasonably requested by the Investor,







	 	(m)	 	they will promptly inform the Investor of the full particulars if a material change (actual,
anticipated or threatened) or any change in a material fact occurs in the affairs of the
Company or any of its subsidiaries,







	 	(n)	 	each of the Companies and NMLP will maintain proper records and books of account,

	 
	 	(o)	 	each of the Companies and NMLP will maintain its corporate existence,

	 
	 	(p)	 	the Company and each of its subsidiaries will, keep in good standing all requisite
licences, approvals, consents and authorizations necessary to enable the Company and its
subsidiaries to conduct operations,







 


- 5 -











 







	 	(q)	 	they will promptly provide the Investor with written notice of material
litigation, and

	 
	 	(r)	 	the Subsidiary will apply the Advanced Funds to general working capital
for the Subsidiary and to advance the interests of the Subsidiary and its affiliates in
Asia.







	4.2	 	Negative Covenants






The Company covenants and agrees with the Investor that, at all times during the currency of
this Debenture, unless it has received the prior written consent of the Investor to do so (such
consent to be in the Investor’s sole and unfettered discretion but not to be unreasonably
withheld), it will not:




	 	(a)	 	permit the Subsidiary or NMLP to issue any securities, other than to the Company,

	 
	 	(b)	 	permit the Subsidiary or NMLP to borrow any money for a term of more than 12 months,

	 
	 	(c)	 	and will not permit the Subsidiary or NMLP to sell, lease, assign, transfer or
otherwise
dispose of all or substantially all of its assets,

	 
	 	(d)	 	and will not permit the Subsidiary or NMLP to redeem or repurchase shares, pay
or declare
dividends (or any other return of capital),

	 
	 	(e)	 	and will not permit any subsidiary to utilize any Advanced Funds to purchase or
acquire the
securities of any person, pay dividends or return capital to its shareholders,

	 
	 	(f)	 	and will not permit the Subsidiary or NMLP to guarantee debt, except for the
debt of its
subsidiaries,

	 
	 	(g)	 	and will not permit the Subsidiary or NMLP to enter into any corporate
reorganization or
amalgamation,

	 
	 	(h)	 	and will not permit the Subsidiary or NMLP to, enter into any partnership,
joint venture or similar agreement or arrangement, other than in the ordinary course
of business or in connection with a corporate reorganization,

	 
	 	(i)	 	and will not permit any subsidiary to, dispose of or allow to lapse any
intellectual property rights necessary to enable the Company and its subsidiaries to
conduct operations, other than in the ordinary course of business or in connection
with a corporate reorganization,

	 
	 	(j)	 	and will not permit the Subsidiary or NMLP to, grant a security interest in
its assets, other than in the ordinary course of business,

	 
	 	(k)	 	and will not permit the Subsidiary or NMLP to, amend its constating documents, or

	 
	 	(l)	 	allow any of the outstanding securities of the Subsidiary or NMLP to be
pledged or transferred.





 


- 6 -









 







	5	 	EVENT OF DEFAULT

	 
	5.1	 	Definition of Event of Default






The principal balance of the Advanced Funds, costs and any other money owing to the Investor
under this Debenture will immediately become payable unless otherwise waived in writing by the
Investor, in any of the following events (each an “Event of Default”):




	 	(a)	 	if the Subsidiary fails to pay within ten days of the due date thereof any
payments due
under this Debenture,

	 
	 	(b)	 	subject to the ten day grace period with respect to payments described in
subsection 5.1 (a)
hereof, if the Subsidiary or Company fails to observe or perform any of the
covenants in
this Debenture or the Subscription Agreement on its part to be observed and
performed,

	 
	 	(c)	 	if the present nominee of the Investor on the board of directors of NMLP
ceases to be a
director of NMLP for any reason and a replacement nominee of the Investor acceptable
to the
Company, acting reasonably, is not appointed or elected to the board of directors of
NMLP
within 30 days if the Investor so requests,

	 
	 	(d)	 	if the board of directors of NMLP fails to meet (either in person or by
telephone) at least two
times each fiscal year,

	 
	 	(e)	 	if there is a change in the majority shareholding of the Subsidiary or NMLP,
and for greater
certainty there shall be deemed to be no change in the majority shareholding of an
entity if the
indirect ownership of such entity remains unchanged,

	 
	 	(f)	 	if the board of directors of the Subsidiary or NMLP, subject to any
restrictions contained in
this Debenture or the Subscription Agreement fails in each fiscal year to approve a
budget for
the forthcoming fiscal year,

	 
	 	(g)	 	if there is any breach, default or event of default under the Subscription
Agreement or this
Debenture,

	 
	 	(h)	 	if there is a sale of substantially all of the assets or business of the
Company, the Subsidiary or NMLP, or

	 
	 	(i)	 	if any of the representations and warranties in the Subscription Agreement are or
become not true.







	5.2	 	Rights and Remedies of the Investor






Upon
the occurrence of an Event of Default and at any time thereafter, the Investor may
exercise any or
all rights and remedies available to the Investor whether available under this Debenture or
available at law or in
equity.




	5.3	 	Overdue Payments






In addition to and without restricting the Investor’s other rights or remedies under this
Debenture or available at law or in equity, in the event of an Event of Default under section 5.1(a) with respect to the non-payment of interest, the Subsidiary shall pay to the Investor an
additional amount equal to 2% per month (24% per year) of the overdue interest amount until the
overdue interest amount is paid full, unless the Investor waives the
payment of any such amount. The additional amount shall be payable on demand in cash, or at the
election
of the
Investor, in fully paid non-assessable Common Shares in the capital of the Company. If the Investor
elects to be paid in Common Shares in the capital of the Company, the additional amount together
with accrued and unpaid interest shall be converted into Common Shares at the lowest conversion
price as is then acceptable to the Exchange and the Company agrees to use all reasonable commercial
efforts to obtain the approval of such conversion price from the Exchange upon being notified by
the Investor of such election.


 


- 7 -








 








	6	 	CONVERSION OF THE ADVANCED FUNDS

	 
	6.1	 	Conversion at Investor’s Option






At the option of the Investor, at any time or times, whether before or after the occurrence of
a Event of Default, the principal balance of the Advanced Funds may
be converted in whole or in
part into fully-paid and non-assessable Common Shares in the capital of the Company at the
Conversion Price. Any partial conversion of the Advanced Funds shall
be in multiples of $25,000.
The Investor shall advise the Company by notice in writing in the form attached as Appendix I of
the principal amount that it wishes to convert (“Conversion Notice”) and the date of such
conversion shall be the date of the Conversion Notice. In the case of a conversion of less than all
of the principal amount outstanding of the Advanced Funds, the Companies shall deliver to the
Investor, against receipt of this Debenture for cancellation, a replacement debenture in the same
form as this Debenture in respect of the principal balance of the Advanced Funds remaining
outstanding.




	6.2	 	Automatic Conversion






In the event that the Current Market Price on ten consecutive Trading Days is at least equal
to 1.5 times the then applicable Conversion Price, the Company may deliver written notice to the
Investor specifying the date of conversion (“Conversion Notice”). On the specified date of
conversion the principal balance of the Advanced Funds outstanding will be automatically converted
into Common Shares at the then applicable Conversion Price. Upon receipt of the Conversion Notice
the Investor will send the Debenture to the Company for cancellation.




	6.3	 	Process on Giving Notice of Conversion






Upon the Company or the Investor, as the case may be, giving a Conversion Notice as described
in sections 6.1 or 6.2, and subject to section 6.7, the Investor shall be entitled to be entered
in the books of the Company as at the date of conversion as the holder of the number of Common
Shares into which such portion of the Advanced Funds then outstanding has been converted and,
within seven business days of the date of the Conversion Notice, the Company shall deliver to the
Investor a certificate or certificates representing the Investor’s holdings of the Common Shares.
Any interest accruing to the date of conversion on the portion of the Advanced Funds shall be paid
by the Subsidiary to the Investor forthwith after the giving of the Conversion Notice.




	6.4	 	Adjustment of Conversion Price







	 	(a)	 	The Conversion Price (and the number of Common Shares
issuable upon exercise of the
conversion rights and obligations set forth in section 6.1 and 6.2) is subject to adjustment from time
to time in the events and in the manner provided as follows:

	 
	 	(b)	 	If and whenever at any time after the date hereof and prior to the repayment of
the Advanced
Funds and all accrued interest and/or conversion thereof into Common Shares (the
“Expiry
Date”), the Company:







	 	(i)	 	issues to all or substantially all the holders of Common Shares
by way of a stock dividend or otherwise Common Shares or securities
exchangeable for or convertible
into Common Shares other than a dividend paid in the ordinary course, or

	 
	 	(ii)	 	subdivides its outstanding Common Shares into a greater number of shares, or

	 
	 	(iii)	 	consolidates or combines its outstanding Common Shares into a smaller number of
 shares,





 


- 8 -









 






(any of such events being called a “Common Share Reorganization”), then the Conversion Price will
be adjusted effective immediately after the effective date or record date for the happening of a
Common Share Reorganization, as the case may be, at which the holders of Common Shares are
determined for the purpose of the Common Share Reorganization, by multiplying the Conversion Price
in effect immediately prior to such effective date or record date by a fraction, the numerator of
which is the number of Common Shares outstanding on such effective date or record date before
giving effect to such Common Share Reorganization and the denominator of which is the number of
common shares outstanding immediately after giving effect to such Common Share Reorganization
(including, in the case where securities exchangeable for or convertible into common shares are
distributed, the number of Common Shares that would have been outstanding had all such securities
been exchanged for or converted into Common Shares on such effective date or record date).




If and whenever at any time after the date hereof and prior to the Expiry Date, the Company
fixes a record date for the issue of rights, options or warrants to the holders of all or
substantially all of its outstanding Common Shares under which such holders are entitled to
subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common
Shares, where




	 	(c)	 	the right to subscribe for or purchase Common Shares, or the right to exchange
securities for or convert securities into Common Shares expires not more than 45 days
after the date of such issue (the period from the record date to the date of expiry
being in this section 6.4 called the “Rights Period”), and

	 
	 	(d)	 	the cost per Common Share during the Rights Period (inclusive of any cost or
acquisition of securities exchangeable for or convertible into Common Shares in
addition to any direct cost of Common Shares) (in this section 6.4 called the “Per
Share Cost”) is less than 95% of the Current Market Price of the Common Shares on the
record date,





(any of such events being called a “Rights Offering”), then the Conversion Price will be adjusted
effective immediately after the end of the Rights Period to a price determined by multiplying the
Conversion Price in effect immediately prior to the end of the Rights Period by a fraction:





	 	(e)	 	the numerator of which is the aggregate of:







	 	(i)	 	the number of Common Shares outstanding as of the record date
for the Rights Offering, and

	 
	 	(ii)	 	a number determined by dividing the product of the Per Share Cost and:







	 	A.	 	where the event giving rise
to the application of
this paragraph (ii) was the issue of rights, option or warrants to the
holders of Common Shares under which such holders are entitled to
subscribe for or purchase additional Common Shares, the number of Common
Shares so subscribed for or purchased during the Rights Period, or

	 
	 	B.	 	where the event giving rise to the application of
this paragraph (ii) was the issue of rights, options or warrants to the
holders of Common Shares under which such holders are entitled to
subscribe for or purchase securities exchangeable for or convertible into Common
Shares, the number of Common
Shares for which those securities could have been exchanged or into
which they could have been converted during the Rights Period,





 


- 9 -









 







	 	 	 	by the Current Market Price of the Common Shares as of the record date for
the Rights Offering, and

	 
	 	(f)	 	the denominator of which is







	 	(i)	 	in the case described in subparagraph
(e)(ii)(A), the number of Common Shares outstanding, or

	 
	 	(ii)	 	in the case described in subparagraph
(e)(ii)(B), the number of Common Shares that would be outstanding
if all the Common Shares described in subparagraph (e)(ii)(B) had
been issued,






as at the end of the Rights Period.



Any Common Shares owned by or held for the account of the Company or any subsidiary (as
defined in the Securities Act (British Columbia)) of the Company will be deemed not to be
outstanding for the purpose of any such computation.



If pursuant to section 6.1 the Investor has given notice to convert or if pursuant to section
6.2 the Company has requested the Investor to convert during the period beginning immediately
after the record date for a Rights Offering and ending on the last day of the Rights Period the
Investor will, in addition to the Common Shares to which it is otherwise entitled upon such
conversion in accordance with sections 6.1 and 6.2, be entitled to that number of additional
Common Shares which, when added to the number of Common Shares to which that holder is entitled
upon such conversion, equals the number of Common Shares to which the Investor would have been
entitled on exercise if the conversion notice had been given after the adjustment of the
Conversion Price immediately after the end of the Rights Period. Such additional Common Shares
will be deemed to have been issued to the Investor immediately following the end of the Rights
Period and a certificate for such additional Common Shares will be delivered to such holder within
ten Business Days following the end of the Rights Period.



If and whenever at any time after the date hereof and prior to the Expiry Date, the Company
fixes a record date for the issue or the distribution to the holders of all or substantially all
its Common Shares:




	 	(g)	 	shares of the Company of any class other than Common Shares,

	 
	 	(h)	 	rights, options or warrants to acquire shares or securities exchangeable for
or convertible into shares or property or other assets of the Company (other than
rights, options or warrants to purchase Common Shares exercisable within 45 days of
the record date at a price per Common
Share equal to or greater than 95% of the then Current Market Price),

	 
	 	(i)	 	evidences of indebtedness, or

	 
	 	(j)	 	any property or other assets






 


- 10 -









 





and if such issuance or distribution does not constitute a Common Share Reorganization or a
Rights Offering or dividend paid in the ordinary course (any of such non-excluded events being
called a “Special Distribution”), the Conversion Price will be adjusted effective immediately
after such record date to a price determined by multiplying the Conversion Price effect on such
record date by a fraction:





	 	(k)	 	the numerator of which is:







	 	(i)	 	the product of the number of Common Shares outstanding
on such record date and the Current Market Price of the Common Shares on such
record date, less

	 
	 	(ii)	 	the amount by which the aggregate fair market value (as determined by action by the
directors of the Company) to the holders of the Common Shares of such
securities or property or other assets so issued or distributed in the
Special Distribution exceeds the fair market value (as determined by action
of the directors of the Company) of the consideration, if any, received
therefor by the Company, and







	 	(l)	 	the denominator of which is the number of Common Shares outstanding on
such record date multiplied by the Current Market Price of the Common Shares on such
record date.






Any Common Shares owned by or held for the account of the Company or any subsidiary (as
defined in the Securities Act (British Columbia)) of the Company will be deemed not to be
outstanding for the purpose of any such computation.



If and whenever at any time after the date hereof and prior to the Expiry Date, there is a
reclassification of the Common Shares outstanding at any time or change of the Common Shares into
other shares or into other securities (other than a Common Share Reorganization), or a
consolidation, amalgamation, reverse take-over or merger of the Company with or into any other
corporation or other entity (other than a consolidation, amalgamation or merger which does not
result in any reclassification of the outstanding Common Shares or a change of the Common Shares
into other shares), or a transfer of the undertaking or assets of the Company as an entirety or
substantially as an entirety to another corporation or other entity (any of such events being
called a “Capital Reorganization”), and notice to convert is given after the effective date of
such Capital Reorganization, the Investor will be entitled to receive, and must accept for the
same aggregate consideration in lieu of the number of Common Shares to which it was theretofore
entitled upon such subscription, the aggregate number of shares, other securities or other
property which it would have been entitled to receive as a result of such Capital Reorganization
if, on the effective date thereof, it had been the registered holder of the number of Common
Shares to which such holder was theretofore if conversion had occurred on that date. Appropriate
adjustments will be made as a result of any such Capital Reorganization in the application of the
provisions set forth in this section 6.4 with respect to the rights and interests thereafter of
holders of Debentures to the end that the provisions set forth in this section 6.4 will thereafter
correspondingly be made applicable as nearly as may reasonably be in relation to any shares
thereafter deliverable upon conversion. Any such adjustment must be made by and set forth in an
agreement supplemental hereto. As a condition precedent to taking any action that would constitute
a Capital Reorganization, the Company will take all action necessary, in the opinion of counsel,
in order that the provisions of this section be effected.



 If and whenever at any time after the date hereof and prior to the Expiry Date any adjustment
in the Conversion Price occurs as a result of




	 	(m)	 	a Common Share Reorganization,

	 
	 	(n)	 	the fixing by the Company of a record date for a
Rights Offering, or

	 
	 	(o)	 	the fixing by the Company of a record date for the issue or distribution
to the holders of all or substantially all its outstanding Common Shares of (A) Common
Shares, (B) securities
exchangeable for or convertible into Common Shares at an exchange or conversion
price per Common Share less than the Current Market Price on such record date or (C)
rights, options or warrants entitling the holders thereof to subscribe for or
purchase Common Shares or securities exchangeable for or convertible into Common
Shares at an exchange or conversion price per Common Share less than the Current
Market Price on such record date, then the number of Common Shares issuable upon conversion will be adjusted contemporaneously with
the adjustment of the Conversion Price by multiplying the number of Common Shares theretofore
issuable on the exercise thereof immediately prior to such adjustment by a fraction the numerator
of which is the Conversion Price in effect immediately prior to such adjustment and the
denominator of which is the Conversion Price resulting from such adjustment.





 


- 11 -









 








To the extent that any adjustment in subscription rights occurs pursuant to this section 6.4
as a result of a distribution of exchangeable or convertible securities, rights, options or
warrants, or as a result of the fixing by the Company of a record date for the distribution of any
such securities, the number of Common Shares issuable upon conversion
will be readjusted
immediately after the expiration of any relevant exchange, conversion or exercise right to the
number of Common Shares which would be issuable or purchasable based upon the number of Common
Shares actually issued and remaining issuable immediately after such expiration, and will be
further readjusted in such manner upon expiration of any further such right.




	6.5	 	Additional Adjustments






If by the terms of the rights, options or warrants referred to in section 6.4, there is more
than one purchase, conversion or exchange price per Common Share, the aggregate price of the total
number of additional Common Shares offered for subscription or purchase, or the aggregate
conversion or exchange price of the convertible securities so offered, will be calculated for
purposes of the adjustment on the basis of




	 	(a)	 	the lowest purchase, conversion or exchange price per Common Share, as the
case may be, if
such price is applicable to all Common Shares which are subject to the rights,
options or
warrants, and

	 
	 	(b)	 	the average purchase, conversion or exchange price per Common Share, as the
case may
be, if the applicable price is determined by reference to the number of Common
Shares
acquired.






To the extent that any adjustment in the Conversion Price occurs pursuant to section 6.4 as a
result of the fixing by the Company of a record date for the distribution of rights, options or
warrants, the Conversion Price will be readjusted immediately after the expiration of any relevant
exchange, conversion or exercise right to the Conversion Price which would then be in effect based
upon the number of Common Shares actually issued and remaining issuable after such expiration, and
will be further readjusted in such manner upon expiration of any further such right.



No adjustment in the Conversion Price is required to be made unless such adjustment would
result in a change of at least 1% in the prevailing Conversion Price and no adjustment will be
made in the number of Common Shares issuable upon conversion unless it would result in a change of
at least one one-hundredth of a Common Share, provided, however,’ that any adjustments which,
except for the provisions of this section, would otherwise have been required to be made, will be
carried forward and taken into account in any subsequent adjustment.



If at any time a dispute arises with respect to adjustments provided for in section 6.4, such
dispute will be conclusively determined by the auditors of the Company or if they are unable or
unwilling to act, by such other firm of independent chartered accountants as may be selected by
action by the directors of the Company and any such determination will be binding upon the Company
and the Investor and the Company will provide such auditors or accountants with access to all
necessary records of the Company.



If the Company sets a record date to determine the holders of the Common Shares for the
purpose of entitling them to receive any dividend or distribution or sets a record date to take
any other action and, thereafter and before the distribution to such
shareholders of any such dividend or
distribution or the taking of any other
action, decides not to implement its plan to pay or deliver such dividend or distribution or take
such other act only then no adjustment in the Conversion Price or the number of Common Shares
issuable upon conversion will be required by reason of the setting of such record date.


 


- 12 -









 







In the absence of a resolution of the directors of the Company fixing a record date for a
Special Distribution or Rights Offering, the Company will be deemed to have fixed as the record
date therefor the date on which the Special Distribution or Rights Offering is effected.



As a condition precedent to the taking of any action which would require any adjustment in
respect of conversion, including the Conversion Price and the number of class of shares or other
securities which are to be received upon conversion, the Company must take any corporate action
which may be necessary in order that the Company have unissued and reserved in its authorized
capital and may validly and legally issue as fully paid and non-assessable all the shares or other
securities which the Investor are entitled to receive on conversion in accordance with the
provisions thereof.




	6.6	 	Acknowledgement






The investor acknowledges that this Debenture and any Common Shares which may be issued on
the conversion of this Debenture have not been registered under the United States Securities Act
of 1993, as amended (the “1933 Act”) or the securities laws of any state of the United States and
this Debentures may not be transferred to or converted in the United States or by or on behalf of
any U.S. Person unless such securities are registered under the 1933 Act and applicable State
securities laws or unless an exemption from registration is available.




	6.7	 	Bonus






If during the first 12 months following the Issue Date a Conversion Notice is issued in
accordance with this Debenture with respect to the conversion of part or all of the principal
balance of the Advanced Funds, then the Company shall deliver to the Investor that number of
Common Shares as is equal to 104% of the number of Common Shares issuable on the conversion as
otherwise calculated in accordance with the provisions of this Debenture and the provisions of
section 6.3 shall apply mutatis mutandis. Any fractions of a share resulting shall be rounded up
to the next whole number.




	7	 	GENERAL

	 
	7.1	 	Rank






This Debenture shall rank pari passu with all other debentures issued by the Companies on June
14, 2004.




	7.2	 	 Waiver or Modification






No failure on the part of the Investor
in exercising any power or right hereunder  will operate as
a waiver of that power or right nor will any single or partial exercise of such right or
power preclude any other right or power hereunder. No amendment, modification or waiver of
any condition of this Debenture or consent to any departure by the Subsidiary or the Company
therefrom will be effective unless it is in writing signed by the Investor. No notice to or
demand on the Subsidiary or the Company will entitle the Subsidiary or the Company to any
other further notice or demand in similar or other circumstances unless specifically
provided for in this Debenture.


 


- 13 -









 








	7.3	 	Borrower’s Waivers






The Companies hereby waive demand and presentment for payment, notice of non-payment, protest,
notice of protest, notice of dishonour, bringing of suit and diligence in taking any action.




	7.4	 	Time

	 
	 	 	Time is of the essence of this Debenture.

	 
	7.5	 	Further Assurances






The parties to this Debenture will do, execute and deliver or will cause to be done, executed
and delivered all such further acts, documents and filings as may be reasonably required for the
purpose of giving effect to this Debenture.




	7.6	 	Assignment






Neither the Investor nor the Companies may assign this Debenture or its interest herein or
any part hereof except with the prior written consent of the other party hereto, such consent not
to be unreasonably withheld, provided that the Investor shall be permitted to assign this
Debenture and its interest hereunder to any affiliate as such term is defined in the Canada
Business Corporations Act, as amended from time to time, without the consent of the Companies.




	8	 	NOTICES

	 	 	 

	8.1	 	Any notice under this Debenture will be given in writing and may be sent by fax or may be
delivered or mailed by prepaid post addressed to the party to which notice is to be given at the
following address:








If to the Investor:



UOB VENTURE TECHNOLOGY INVESTMENTS LTD

80 Raffles Place, UOB Plaza 2 #30-20

Singapore 048624



Attention:       Quek Cher Teck

Fax:                011-65-6538-2569



If to the Subsidiary:



WEX MEDICAL LIMITED

Unit A, 34/F, Manulife Tower,

169 Electric Road, North Point,

Hong Kong



Attention:       Grace Leong

Fax:                011-582-2897-1966



If to the Company:



INTERNATIONAL
WEX TECHNOLOGIES INC. 
#2000 — 700
Hornby Street
 Vancouver, British Columbia

V6Z 1S4



Attention:       Donna Shum

Fax:                604-683-8868







 


- 14 -









 






 
	8.2	 	If notice is sent by fax or is delivered, it will be deemed to have been given at the time of
transmission or
delivery.







 
	8.3	 	If notice is mailed, it will be deemed to have been received seven days following the date of
mailing of
the notice.







 
	8.4	 	 If there is an interruption in normal mail service due to strike, labour unrest or other cause
at or before
the time a notice is mailed the notice will be sent by fax or will be delivered.











	9	 	AMENDMENTS






This Debenture may be amended, waived, discharged or terminated only by instrument in writing
signed by the party against whom enforcement of the amendment, waiver, discharge or termination is
sought.


IN WITNESS WHEREOF the Investor and the Companies have executed and delivered this Debenture.




	 	 	 	 	 
	INTERNATIONAL WEX TECHNOLOGIES INC.	 	 
	 
	 	 	 	 
	Per:

	 	/s/ “John Olthoff”	 	 
	 

	 	 

Authorized Signatory
	 	 
	 
	 	 	 	 
	WEX MEDICAL LIMITED	 	 
	 
	 	 	 	 
	Per:

	 	/s/ “Frank Shum”	 	 
	 

	 	 

Authorized Signatory
	 	 






 


- 15 -









 





APPENDIX I




CONVERSION NOTICE



ALL SHARE CERTIFICATES ISSUED PRIOR TO October 15, 2004 MUST HAVE IMPRINTED ON THEIR FACE THE
FOLLOWING:





“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE OCTOBER 15, 2004”


The undersigned holder of the within Debenture, hereby subscribes for                      common shares
of International Wex Technologies Inc. (“Wex”) in conversion of US$                      of the Advanced
Amount                      at a conversion price of Cdn$                      per common share in
accordance with the conversion referred to in Part 6 of the Debenture according to the
conditions thereof.



The undersigned hereby certifies that the undersigned is the original purchaser of the
Debenture or a transferee with the consent of Wex, and (i) is not (and is not exercising the
Debenture for the account or benefit of) a “U.S. Person” or a person in the United States,
(ii) did not execute or deliver this Conversion Notice in the United States and (iii) has in
all other aspects complied with the terms of Regulation S of the United States Securities Act
of 1933, as amended (the “1933 Act”) or any successor rule or regulation of the United States
Securities and Exchange Commission in effect.




DATED at         
                   
             , this      
                day of
       
               
             
      , 200       
             .




	 	 	 	 	 
	 

	 	 

Name of Debenture Holder
	 	 
	 
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 
	 
	 	 	 	 
	Registration Instructions:

	 	Delivery Instructions:	 	 
	 
	 	 	 	 
	 

Name

	 	 

Account reference, if applicable
	 	 
	 
	 	 	 	 
	 

Account reference, if applicable

	 	 

Contact Name
	 	 
	 
	 	 	 	 
	 

Address

	 	 

Address
	 	 
	 
	 	 	 	 
	 


	 	 

(Telephone Number)
	 	 







 


 












 




DEBENTURE




UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE
SECURITIES BEFORE OCTOBER 15, 2004.



THIS
DEBENTURE AND THE COMMON SHARES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS DEBENTURE AND THE COMMON SHARES INTO WHICH
IT MAY BE CONVERTED MAY NOT BE SOLD OR CONVERTED IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR
BENEFIT OF A PERSON IN THE UNITED STATES OR A U.S. PERSON UNLESS IT HAS BEEN REGISTERED UNDER THE
1933 ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH
REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE DEFINED BY
REGULATION S UNDER THE 1933 ACT.




THIS
DEBENTURE, dated for reference June 14, 2004 is made



	 	 	 	 	 
	BETWEEN:
	 	 	 	 
	 

	 	UOB VENTURE (SHENZHEN) LIMITED

608, St James Court, St Denis Street, Port Louis, Mauritius	 	 
	 
	 	 	 	 
	 

	 	(“Investor”)	 	 
	 

	 	 	 	OF THE FIRST PART
	AND:
	 	 	 	 
	 
	 	 	 	 
	 

	 	INTERNATIONAL WEX TECHNOLOGIES INC.,
a corporation formed under the Canada Business Corporations Act and
having an office at 2000, 777 Hornby Street, Vancouver, British
Columbia, V6Z 1S4
	 
	 	 	 	 
	 

	 	(the “Company”)	 	 
	 

	 	 	 	OF THE SECOND PART
	AND:
	 	 	 	 
	 
	 	 	 	 
	 

	 	WEX MEDICAL LIMITED, a corporation formed under the laws of Hong Kong
and having an office at Unit A, 34/F, Manulife Tower, 169 Electric
Road, North Point, Hong Kong
	 
	 	 	 	 
	 

	 	(the “Subsidiary”)	 	 
	 

	 	 	 	OF THE THIRD PART






WHEREAS the Investor has provided financing to the Subsidiary in the principal sum of
$2,100,000 pursuant to a subscription agreement among the Investor, the Company and the Subsidiary
dated May 18, 2004;



AND WHEREAS the Subsidiary is wholly owned by the Company;



 


 









 




NOW THEREFORE THIS DEBENTURE WITNESSES that in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto agree as follows:





1 DEFINITIONS




Where used in this Debenture, the following words and phrases have the following meanings:




	 	(a)	 	“Advanced Funds” means $2,100,000 advanced by the Investor to the Subsidiary
pursuant to the Subscription Agreement,

	 
	 	(b)	 	“Debenture” means this Debenture and the schedules hereto, as at any time
amended or modified and in effect,

	 
	 	(c)	 	“Business Day” means any day other than a Saturday or a Sunday on which Canadian
chartered banks are open for business in Vancouver, British Columbia,

	 
	 	(d)	 	“Closing Date” means June 14, 2004,

	 
	 	(e)	 	“Common Shares” means the common shares in the capital of the Company as
constituted as of the date hereof,

	 
	 	(f)	 	“Companies” means the Company and the Subsidiary,

	 
	 	(g)	 	“Conversion Price” means the price at which the Advanced Funds may be converted
into Common Shares, being Cdn$5.00 per Common Share, subject to adjustment on the
occurrence of certain events specified in Part 6 of this Debenture. For the purposes
hereof, Advanced Funds shall be deemed to be converted from US currency into Canadian
currency at the rate of US$1.00 = Cdn$1.3866,

	 
	 	(h)	 	“Current Market Price” at any date for Common Shares means the closing price per
Common Share on the Exchange for that day (provided that if on that day no Closing
Price per share is reported by the Exchange as there were no trades that day, the
average of the reported closing bid and asked prices on the Exchange on such day will
be deemed to be the closing price per share for such day),

	 
	 	(i)	 	“Event of Default” means any event specified in section 5.1,

	 
	 	(j)	 	“Exchange” means The Toronto Stock Exchange, so long as the common shares of
 the Company are listed on The Toronto Stock Exchange. If the common shares are not
listed on either The Toronto Stock Exchange, it means whatever stock exchange, stock
market or over the counter system on which the common shares of the Company trade in
the greatest volume or, if such common shares are not traded on any over-the-counter
market or stock exchange, then the current market value thereof, as it may be
determined by the directors of the Company,

	 
	 	(k)	 	“Issue Date” means
June 14, 2004,

	 
	 	(l)	 	“Maturity Date” means June 15, 2009,

	 
	 	(m)	 	“NMLP” means Nanning Maple Leaf Pharmaceutical Co. Ltd., a limited
liability company under the laws of China and a subsidiary of the Company,

	 
	 	(n)	 	“Subscription Agreement” means the subscription agreement among the
Investor, the Subsidiary and the Company dated May 18, 2004,

	 
	 	(o)	 	“subsidiary” includes all companies that are directly or indirectly controlled by
the
Company,





 


- 2 -









 





	 	(p)	 	“Trading Day” with respect to the Exchange means a day on which such exchange
is open for the transaction of business; and

	 
	 	(q)	 	“UOB Debentures” means this Debenture and the debentures issued to each of
UOB Capital Investments Pte Ltd and UOB Venture Technology Investments Ltd by the
Companies dated for reference June 14, 2004.






2 INTERPRETATION




2.1 Governing Law




This agreement is governed by the laws of the Province of British Columbia and the parties
attorn to the nonexclusive jurisdiction of the courts of British Columbia for the resolution of
all disputes under this Debenture.



2.2 Severability




If any one or more of the provisions contained in this Debenture is found to be invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein will not in any way be affected or impaired thereby.



2.3 Parties In Interest




This Debenture enures to the benefit of and is binding on the parties hereto and their
respective successors and permitted assigns.



2.4 Headings and Marginal References




The division of this Debenture into parts, sections, subsections, paragraphs and
subparagraphs and the insertion of headings are for convenience of reference only and do not
affect the construction or interpretation of this Debenture.



2.5 Currency




Unless otherwise indicated, all statements of, or references to, dollar amounts in this
Debenture refer to lawful currency of the United States.



2.6 Accounting Principles




Unless otherwise specified in this Debenture, all accounting terminology and calculations
shall be made in accordance with Canadian generally accepted accounting principles, consistently applied, and all
accounting calculations shall be made on a consolidated basis.



3 THE ADVANCED FUNDS




3.1 Repayment of the Advanced Funds




The Subsidiary promises to pay to the Investor the Advanced Funds outstanding, less any
amount already repaid by the Subsidiary to the Investor or converted into Common Shares in
accordance with this Debenture, (together with accrued and unpaid interest) on or before the
Maturity Date, Notwithstanding any
other provision of this Debenture, in the event that the Subsidiary fails to repay the Advanced
Funds in
accordance with the foregoing, the Company promises to pay to the Investor the Advanced Funds
outstanding, less any amount already repaid by the Subsidiary to the Investor or converted into
Common Shares in accordance with this Debenture, (together with accrued and unpaid interest) on or
before the Maturity Date.


 


- 3 -









 





3.2 Evidence of Advanced Funds




The indebtedness of the Subsidiary to the Investor in respect of the Advanced Funds
outstanding will be evidenced by this Debenture.



3.3 Interest




The Subsidiary will pay interest to the Investor both before as well as after default and
maturity on the Advanced Funds from the date of disbursement, at the rate of 5.5% per annum
calculated semi-annually not in advance and payable semi-annually. Interest will be paid in
United States currency.



3.4 Timing of Interest Payments




The first semi-annual interest payment will be due and payable on the first day of October,
2004 and thereafter interest payments will be due and payable on the first day of each April and
October (unless that day is not a Business Day in which case the payment will be made on the
Business Day immediately preceding it) until all principal and interest has been repaid in full.



3.5 Reimbursement of Interest




In the event that there are any taxes imposed on the Investor in respect of interest accrued
or paid on the Advanced Funds during the first 12 months following the Issue Date, the Subsidiary
shall reimburse the Investor for all such taxes, provided that the maximum aggregate amount of
reimbursement under all UOB Debentures shall be limited to 15% of the interest paid on all UOB
Debentures. The reimbursement shall be paid by the Subsidiary in United States currency within 14
Business Days of receipt by the Subsidiary of a letter from the Investor (or its manager)
certifying the tax rate on the interest paid or due during the applicable period, together with a
calculation of the amount of tax payable.



4 COVENANTS OF THE BORROWER




4.1 Positive Covenants





The Subsidiary and the Company covenant and agree with the Investor that, at all times
during the currency of this Debenture:




	 	(a)	 	the Subsidiary will pay the
principal sum, interest and all other monies
required to be paid to the Investor pursuant to this Debenture in the manner set forth
herein,

	 
	 	(b)	 	each of the Companies will duly observe and perform each and every of its
covenants and agreements set forth in this Debenture and the
Subscription Agreement,

	 
	 	(c)	 	each of the Companies will forthwith upon becoming aware of the occurrence of
an Event of Default, provide the Investor with immediate notice thereof,

	 
	 	(d)	 	they will pay on demand any and all reasonable costs, charges and expenses,
including any legal costs incurred by the Investor on the basis as between a solicitor
and his own client, of and incidental to:







	 	(i)	 	any matter which either of the Companies asks the Investor to consider in
connection
with this Debenture after the grant of this Debenture,





 


- 4 -









 





	 	(ii)	 	the Investor’s performance of any covenant in this Debenture,

	 
	 	(iii)	 	any default by either of the Companies, and

	 
	 	(iv)	 	any steps or proceedings taken under this Debenture or otherwise by
reason of non-payment or procuring payment of the monies payable under this Debenture,
and







	 	 	 	all such costs, charges and expenses will bear interest at the rate aforesaid from the
date of the Investor incurring or being charged the same,

	 
	 	(e)	 	the Subsidiary will pay all reasonable expenses of any nominee of the Investor appointed or
elected to the board of directors of NMLP reasonably incurred in attending at meetings of the
board of directors or any committees thereof, provided NMLP fails to otherwise pay such
expenses,

	 
	 	(f)	 	in the event the Investor elects at any time not to have a nominee on the board of directors
of NMLP, the Company shall cause NMLP to give notice to the Investor of all meetings of the
board of directors of NMLP to permit a representative of the Investor to attend any Board
meetings of NMLP as an observer. The reasonable expenses of the observer will be paid in the
same manner as the expenses of the Investor’s nominee on the board of directors of NMLP,

	 
	 	(g)	 	they will, if so requested by the Investor, take all necessary steps to indemnify the
Investor’s nominee director in accordance with the provisions of the laws of China and the
constating documents of NMLP,

	 
	 	(h)	 	they will, mail quarterly unaudited consolidated financial statements of the Company and
quarterly unaudited financial statements of each of the Subsidiary and NMLP to the Investor
within 45 days after the end of each fiscal quarter,

	 
	 	(i)	 	they will, mail annual audited consolidated financial statements of the Company and annual
audited financial statements of each of the Subsidiary and NMLP to the Investor within 90
days of the end of each fiscal year,

	 
	 	(j)	 	they will, mail copies of all reports, financial statements and any other documents sent to the
Company’s shareholders to the Investor on a timely basis,

	 
	 	(k)	 	they will, mail a copy of the annual budget, together with management’s discussion and
analysis for NMLP, within 15 days of approval by the board of directors of NMLP,

	 
	 	(l)	 	they will, provide any other financial information relating to the Companies and NMLP
reasonably requested by the Investor,

	 
	 	(m)	 	they will promptly inform the Investor of the full particulars if a material change
(actual, anticipated or threatened) or any change in a material fact occurs in the affairs
of the Company or any of its subsidiaries,

	 
	 	(n)	 	each of the Companies and NMLP will maintain proper records and books of account,

	 
	 	(o)	 	each of the Companies and NMLP will maintain its corporate existence,

	 
	 	(p)	 	the Company and each of its subsidiaries will, keep in good standing all requisite
licences,
approvals, consents and authorizations necessary to enable the Company and its
subsidiaries to conduct operations,





 


- 5 -









 





	 	(q)	 	they will promptly provide the Investor with written notice of material
litigation, and

	 
	 	(r)	 	the Subsidiary will apply the Advanced Funds to general working capital for the
Subsidiary
and to advance the interests of the Subsidiary and its affiliates in Asia.






4.2 Negative Covenants




The Company covenants and agrees with the Investor that, at all times during the currency of
this Debenture, unless it has received the prior written consent of the Investor to do so (such
consent to be in the Investor’s sole and unfettered discretion but not to be unreasonably
withheld), it will not:




	 	(a)	 	permit the Subsidiary or NMLP to issue any securities, other than to the Company,

	 
	 	(b)	 	permit the Subsidiary or NMLP to borrow any money for a term of more than 12 months,

	 
	 	(c)	 	and will not permit the Subsidiary or NMLP to sell, lease, assign, transfer or
otherwise dispose of all or substantially all of its assets,

	 
	 	(d)	 	and will not permit the Subsidiary or NMLP to redeem or repurchase shares, pay
or declare dividends (or any other return of capital),

	 
	 	(e)	 	and will not permit any subsidiary to utilize any Advanced Funds to purchase
or acquire the securities of any person, pay dividends or return capital to its
shareholders,

	 
	 	(f)	 	and will not permit the Subsidiary or NMLP to guarantee debt, except for the
debt of its subsidiaries,

	 
	 	(g)	 	and will not permit the Subsidiary or NMLP to enter into any corporate
reorganization or amalgamation,

	 
	 	(h)	 	and will not permit the Subsidiary or NMLP to, enter into any partnership,
joint venture or similar agreement or arrangement, other than in the ordinary course
of business or in connection with a corporate reorganization,

	 
	 	(i)	 	and will not permit any subsidiary to, dispose of or allow to lapse any intellectual
property
rights necessary to enable the Company and its subsidiaries to conduct operations,
other than in the ordinary course of business or in connection with a corporate
reorganization,

	 
	 	(j)	 	and will not permit the Subsidiary or NMLP to, grant a security interest in its assets,
other
than in the ordinary course of business,

	 
	 	(k)	 	and will not permit the Subsidiary or NMLP to, amend its constating documents, or

	 
	 	(l)	 	allow any of the outstanding securities of the Subsidiary or NMLP to be pledged or
transferred.





 


- 6 -









 










5 EVENT OF DEFAULT




5.1 Definition of Event of Default




The principal balance of the Advanced Funds, costs and any other money owing to the Investor
under this Debenture will immediately become payable unless otherwise waived in writing by the
Investor, in any of the following events (each an “Event of Default”):




	 	(a)	 	if the Subsidiary fails to pay within ten days of the due date thereof any
payments due under this Debenture,

	 
	 	(b)	 	subject to the ten day grace period with respect to payments described in
subsection 5.1 (a) hereof, if the Subsidiary or Company fails to observe or perform
any of the covenants in this Debenture or the Subscription Agreement on its part to
be observed and performed,

	 
	 	(c)	 	if the present nominee of the Investor on the board of directors of NMLP
ceases to be a director of NMLP for any reason and a replacement nominee of the
Investor acceptable to the Company, acting reasonably, is not appointed or elected to
the board of directors of NMLP within 30 days if the Investor so requests,

	 
	 	(d)	 	if the board of directors of NMLP fails to meet (either in person or by
telephone) at least two times each fiscal year,

	 
	 	(e)	 	if there is a change in the majority shareholding of the Subsidiary or NMLP,
and for greater certainty there shall be deemed to be no change in the majority
shareholding of an entity if the indirect ownership of such entity remains unchanged,

	 
	 	(f)	 	if the board of directors of the Subsidiary or NMLP, subject to any
restrictions contained in this Debenture or the Subscription Agreement fails in each
fiscal year to approve a budget for the forthcoming fiscal year,

	 
	 	(g)	 	if there is any breach, default or event of default under the Subscription
Agreement or this Debenture,

	 
	 	(h)	 	if there is a sale of substantially all of the assets or business of the
Company, the Subsidiary or NMLP, or

	 
	 	(i)	 	if any of the representations and warranties in the Subscription Agreement are or
become not
true.






5.2 Rights and Remedies of the Investor




Upon the occurrence of an Event of Default and at any time thereafter, the Investor may
exercise any or all rights and remedies available to the Investor whether available under this
Debenture or available at law or in equity.



5.3 Overdue Payments




In addition to and without restricting the Investor’s other rights or remedies under this
Debenture or available at law or in equity, in the event of an Event of Default under section
5.1(a) with respect to the non-payment of interest, the Subsidiary shall pay to the Investor an
additional amount equal to 2% per month (24% per
year) of the overdue interest amount until the overdue interest amount is paid full, unless the
Investor waives the payment of any such amount. The additional amount
shall be payable on demand in
cash, or at the election of the
Investor, in fully paid non-assessable Common Shares in the capital of the Company. If the Investor
elects to be paid in Common Shares in the capital of the Company, the additional amount together
with accrued and unpaid interest shall be converted into Common Shares at the lowest conversion
price as is then acceptable to the Exchange and the Company agrees to use all reasonable commercial
efforts to obtain the approval of such conversion price from the Exchange upon being notified by
the Investor of such election.


 


- 7 -









 





6 CONVERSION OF THE ADVANCED FUNDS




6.1 Conversion at Investor’s Option




At the option of the Investor, at any time or times, whether before or after the occurrence of
a Event of Default, the principal balance of the Advanced Funds may be converted in whole or in
part into fully-paid and non-assessable Common Shares in the capital of the Company at the
Conversion Price. Any partial conversion of the Advanced Funds shall be in multiples of $25,000.
The Investor shall advise the Company by notice in writing in the form attached as Appendix I of
the principal amount that it wishes to convert (“Conversion Notice”) and the date of such
conversion shall be the date of the Conversion Notice. In the case of a conversion of less than all
of the principal amount outstanding of the Advanced Funds, the Companies shall deliver to the
Investor, against receipt of this Debenture for cancellation, a replacement debenture in the same
form as this Debenture in respect of the principal balance of the Advanced Funds remaining
outstanding.



6.2 Automatic Conversion




In the event that the Current Market Price on ten consecutive Trading Days is at least equal
to 1.5 times the then applicable Conversion Price, the Company may deliver written notice to the
Investor specifying the date of conversion (“Conversion Notice”). On the specified date of
conversion the principal balance of the Advanced Funds outstanding will be automatically converted
into Common Shares at the then applicable Conversion Price. Upon receipt of the Conversion Notice
the Investor will send the Debenture to the Company for cancellation.



6.3 Process on Giving Notice of Conversion




Upon the Company or the Investor, as the case may be, giving a Conversion Notice as described
in sections 6.1 or 6.2, and subject to section 6.7, the Investor shall be entitled to be entered
in the books of the Company as at the date of conversion as the holder of the number of Common
Shares into which such portion of the Advanced Funds then outstanding has been converted and,
within seven business days of the date of the Conversion Notice, the Company shall deliver to the
Investor a certificate or certificates representing the Investor’s holdings of the Common Shares.
Any interest accruing to the date of conversion on the portion of the Advanced Funds shall be paid
by the Subsidiary to the Investor forthwith after the giving of the Conversion Notice.



6.4 Adjustment of Conversion Price





	 	(a)	 	The Conversion Price (and the number of Common Shares issuable upon exercise
of the conversion rights and obligations set forth in sections 6.1 and 6.2) is subject
to adjustment from time to time in the events and in the manner provided as follows:

	 
	 	(b)	 	If and whenever at any time after the date hereof and prior to the repayment
of the Advanced Funds and all accrued interest and/or conversion thereof into Common
Shares (the “Expiry Date”), the Company:







	 	(i)	 	issues to all or substantially all the holders of Common Shares by way of a stock
dividend or otherwise Common Shares or securities exchangeable for or
convertible
into Common Shares other than a dividend paid in the ordinary course, or





 


- 8 -









 





	 	(ii)	 	subdivides its outstanding Common Shares into a greater number of
 shares, or

	 
	 	(iii)	 	consolidates or combines its outstanding Common Shares
into a smaller number of shares,






(any of such events being called a “Common Share Reorganization”), then the Conversion Price will
be adjusted effective immediately after the effective date or record date for the happening of a
Common Share Reorganization, as the case may be, at which the holders of Common Shares are
determined for the purpose of the Common Share Reorganization, by multiplying the Conversion Price
in effect immediately prior to such effective date or record date by a fraction, the numerator of
which is the number of Common Shares outstanding on such effective date or record date before
giving effect to such Common Share Reorganization and the denominator of which is the number of
common shares outstanding immediately after giving effect to such Common Share Reorganization
(including, in the case where securities exchangeable for or convertible into common shares are
distributed, the number of Common Shares that would have been outstanding had all such securities
been exchanged for or converted into Common Shares on such effective date or record date).



If and whenever at any time after the date hereof and prior to the Expiry Date, the Company
fixes a record date for the issue of rights, options or warrants to the holders of all or
substantially all of its outstanding Common Shares under which such holders are entitled to
subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common
Shares, where




	 	(c)	 	the right to subscribe for or purchase Common Shares, or the right to exchange
securities for or convert securities into Common Shares expires not more than 45 days
after the date of such issue (the period from the record date to the date of expiry
being in this section 6.4 called the “Rights Period”), and

	 
	 	(d)	 	the cost per Common Share during the Rights Period (inclusive of any cost or
acquisition of securities exchangeable for or convertible into Common Shares in
addition to any direct cost of Common Shares) (in this section 6.4 called the “Per
Share Cost”) is less than 95% of the Current Market Price of the Common Shares on the
record date,






(any of such events being called a “Rights Offering”), then the Conversion Price will be adjusted
effective immediately after the end of the Rights Period to a price determined by multiplying the
Conversion Price in effect immediately prior to the end of the Rights Period by a fraction:




	 	(e)	 	the numerator of which is the aggregate of:







	 	(i)	 	the number of Common Shares outstanding as of the record date for the Rights
Offering, and

	 
	 	(ii)	 	a number determined by dividing the product of the Per Share Cost and:







	 	A.	 	where the event giving rise to the application
of this paragraph (ii) was the issue of rights, options or warrants to the holders of Common
Shares under
which such holders are entitled to subscribe for or purchase
additional
Common Shares, the number of Common Shares so subscribed for or
purchased during the Rights Period, or

	 
	 	B.	 	where the event giving rise to the application
of this paragraph (ii) was the
issue of rights, options or warrants to the holders of Common
Shares under
which such holders are entitled to subscribe for or purchase
securities
exchangeable for or convertible into Common Shares, the number of
Common
Shares for which those securities could have been exchanged or into
which they could have been converted during the Rights Period,





 


- 9 -









 






	 	 	 	by the Current Market Price of the Common Shares as of the record date for
the Rights Offering, and

	 
	 	(f)	 	the denominator of which is







	 	(i)	 	in the case described in subparagraph (e)(ii)(A), the number of Common
Shares outstanding, or

	 
	 	(ii)	 	in the case described in subparagraph
(e)(ii)(B), the number of Common Shares that would be outstanding
if all the Common Shares described in subparagraph (e)(ii)(B) had
been issued,






as at the end of the Rights Period.



Any Common Shares owned by or held for the account of the Company or any subsidiary (as
defined in the Securities Act (British Columbia)) of the Company will be deemed not to be
outstanding for the purpose of any such computation.



If pursuant to section 6.1 the Investor has given notice to convert or if pursuant to section
6.2 the Company has requested the Investor to convert during the period beginning immediately
after the record date for a Rights Offering and ending on the last day of the Rights Period the
Investor will, in addition to the Common Shares to which it is otherwise entitled upon such
conversion in accordance with sections 6.1 and 6.2, be entitled to that number of additional
Common Shares which, when added to the number of Common Shares to which that holder is entitled
upon such conversion, equals the number of Common Shares to which the Investor would have been
entitled on exercise if the conversion notice had been given after the adjustment of the
Conversion Price immediately after the end of the Rights Period. Such additional Common Shares
will be deemed to have been issued to the Investor immediately following the end of the Rights
Period and a certificate for such additional Common Shares will be delivered to such holder within
ten Business Days following the end of the Rights Period.



If and whenever at any time after the date hereof and prior to the Expiry Date, the Company
fixes a record date for the issue or the distribution to the holders of all or substantially all
its Common Shares:




	 	(g)	 	shares of the Company of any class other than Common Shares,

	 
	 	(h)	 	rights, options or warrants to acquire shares or securities exchangeable for
or convertible into shares or property or other assets of the Company (other than
rights, options or warrants to purchase Common Shares exercisable within 45 days of
the record date at a price per Common Share equal to or greater than 95% of the then
Current Market Price),

	 
	 	(i)	 	evidences of indebtedness, or

	 
	 	(j)	 	any property or other assets






 


- 10 -









 





and if such issuance or distribution does not constitute a Common Share Reorganization or a
Rights Offering or dividend paid in the ordinary course (any of such non-excluded events being
called a “Special Distribution”), the Conversion Price will be adjusted effective immediately
after such record date to a price determined by multiplying the Conversion Price effect on such
record date by a fraction:




	 	(k)	 	the numerator of which is:







	 	(i)	 	the product of the number of Common Shares outstanding on such record date and
the
Current Market Price of the Common Shares on such record date, less

	 
	 	(ii)	 	the amount by which the aggregate fair market value (as
determined by action by the directors of the Company) to the holders of the
Common Shares of such securities or properly or other assets so issued or
distributed in the Special Distribution exceeds the fair market value (as
determined by action of the directors of the Company) of the consideration, if
any, received therefor by the Company, and







	 	(l)	 	the denominator of which is the number of Common Shares outstanding on
such record date multiplied by the Current Market Price of the Common Shares on such
record date.






Any Common Shares owned by or held for the account of the
Company or any subsidiary (as
defined in the Securities Act (British Columbia)) of the Company will be deemed not to be
outstanding for the purpose of any such computation.



If and whenever at any time after the date hereof and prior to the Expiry Date, there is a
reclassification of the Common Shares outstanding at any time or change of the Common Shares into
other shares or into other securities (other than a Common Share Reorganization), or a
consolidation, amalgamation, reverse take-over or merger of the Company with or into any other
corporation or other entity (other than a consolidation, amalgamation or merger which does not
result in any reclassification of the outstanding Common Shares or a change of the Common Shares
into other shares), or a transfer of the undertaking or assets of the Company as an entirety or
substantially as an entirety to another corporation or other entity (any of such events being
called a “Capital Reorganization”), and notice to convert is given after the effective date of
such Capital Reorganization, the Investor will be entitled to receive, and must accept for the
same aggregate consideration in lieu of the number of Common Shares to which it was theretofore
entitled upon such subscription, the aggregate number of shares, other securities or other
property which it would have been entitled to receive as a result of such Capital Reorganization
if, on the effective date thereof, it had been the registered holder of the number of Common
Shares to which such holder was theretofore if conversion had occurred on that date. Appropriate
adjustments will be made as a result of any such Capital Reorganization in the application of the
provisions set forth in this section 6.4 with respect to the rights and interests thereafter of
holders of Debentures to the end that the provisions set forth in this section 6.4 will thereafter
correspondingly be made applicable as nearly as may reasonably be in relation to any shares
thereafter deliverable upon conversion. Any such adjustment must be made by and set forth in an
agreement supplemental hereto. As a condition precedent to taking any action that would constitute
a Capital Reorganization, the Company will take all action necessary, in the opinion of counsel,
in order that the provisions of this section be effected.



If and whenever at any time after the date hereof and prior to the Expiry Date any
adjustment in the Conversion Price occurs as a result of




	 	(m)	 	a Common Share Reorganization,

	 
	 	(n)	 	the fixing by the Company of a record date for a Rights Offering, or

	 
	 	(o)	 	the fixing by the Company of a record date for the issue or distribution to
the holders of all or substantially all its outstanding Common Shares of (A) Common
Shares, (B) securities exchangeable for or convertible into Common Shares at an
exchange or conversion price per Common Share less than the Current Market Price on
such record date or (C) rights, options or warrants entitling the holders thereof to
subscribe for or purchase Common Shares or securities exchangeable for or convertible
into Common Shares at an exchange or conversion price per Common Share less than the
Current Market Price on such record date, then
the number of Common Shares issuable upon conversion will be adjusted contemporaneously with
the adjustment of the Conversion Price by multiplying the number of Common Shares theretofore
issuable on the exercise thereof immediately prior to such adjustment by a fraction the numerator
of which is the Conversion Price in effect immediately prior to such adjustment and the
denominator of which is the Conversion Price resulting from such adjustment.







 


- 11 -









 






To the extent that any adjustment in subscription rights occurs pursuant to this section 6.4
as a result of a distribution of exchangeable or convertible securities, rights, options or
warrants, or as a result of the fixing by the Company of a record date for the distribution of any
such securities, the number of Common Shares issuable upon conversion will be readjusted
immediately after the expiration of any relevant exchange, conversion or exercise right to the
number of Common Shares which would be issuable or purchasable based upon the number of Common
Shares actually issued and remaining issuable immediately after such expiration, and will be
further readjusted in such manner upon expiration of any further such right.



6.5 Additional Adjustments




If by the terms of the rights, options or warrants referred to in section 6.4, there is more
than one purchase, conversion or exchange price per Common Share, the aggregate price of the total
number of additional Common Shares offered for subscription or purchase, or the aggregate
conversion or exchange price of the convertible securities so offered, will be calculated for
purposes of the adjustment on the basis of




	 	(a)	 	the lowest purchase, conversion or exchange price per Common Share, as the
case may be, if such price is applicable to all Common Shares which are subject to the
rights, options or warrants, and

	 
	 	(b)	 	the average purchase, conversion or exchange price per Common Share, as the
case may be, if the applicable price is determined by reference to the number of
Common Shares acquired.






To the extent that any adjustment in the Conversion Price occurs pursuant to section 6.4 as a
result of the fixing by the Company of a record date for the distribution of rights, options or
warrants, the Conversion Price will be readjusted immediately after the expiration of any relevant
exchange, conversion or exercise right to the Conversion Price which would then be in effect based
upon the number of Common Shares actually issued and remaining issuable after such expiration, and
will be further readjusted in such manner upon expiration of any further such right.



No adjustment in the Conversion Price is required to be made unless such adjustment would
result in a change of at least 1% in the prevailing Conversion Price and no adjustment will be
made in the number of Common Shares issuable upon conversion unless it would result in a change of
at least one one-hundredth of a Common Share, provided, however,’ that any adjustments which,
except for the provisions of this section, would otherwise have been required to be made, will be
carried forward and taken into account in any subsequent adjustment.



If at any time a dispute arises with respect to adjustments provided for in section 6.4, such
dispute will be conclusively determined by the auditors of the Company or if they are unable or
unwilling to act, by such other firm of independent chartered accountants as may be selected by
action by the directors of the Company and any such determination will be binding upon the Company
and the Investor and the Company will provide such auditors or accountants with access to all
necessary records of the Company.



If the Company sets a record date to determine the holders of the Common Shares for the
purpose of entitling them to receive any dividend or distribution or sets a record date to take
any other action and, thereafter
and before the distribution to such shareholders of any such dividend or distribution or the taking
of any other
action, decides not to implement its plan to pay or deliver such dividend or distribution or take
such other act only then no adjustment in the Conversion Price or the number of Common Shares
issuable upon conversion will be required by reason of the setting of
such record date.


 


- 12 -









 





In the absence of a resolution of the directors of the Company fixing a record date for a
Special Distribution or Rights Offering, the Company will be deemed to have fixed as the record
date therefor the date on which the Special Distribution or Rights Offering is effected,



As a condition precedent to the taking of any action which would require any adjustment in
respect of conversion, including the Conversion Price and the number of class of shares or other
securities which are to be received upon conversion, the Company must take any corporate action
which may be necessary in order that the Company have unissued and reserved in its authorized
capital and may validly and legally issue as fully paid and non-assessable all the shares or other
securities which the Investor are entitled to receive on conversion in accordance with the
provisions thereof.



6.6 Acknowledgement




The investor acknowledges that this Debenture and any Common Shares which may be issued on
the conversion of this Debenture have not been registered under the United States Securities Act
of 1993, as amended (the “1933 Act”) or the securities laws of any state of the United States and
this Debentures may not be transferred to or converted in the United States or by or on behalf of
any U.S. Person unless such securities are registered under the 1933 Act and applicable State
securities laws or unless an exemption from registration is available.



6.7 Bonus




If during the first 12 months following the Issue Date a Conversion Notice is issued in
accordance with this Debenture with respect to the conversion of part or all of the principal
balance of the Advanced Funds, then the Company shall deliver to the Investor that number of
Common Shares as is equal to 104% of the number of Common Shares issuable on the conversion as
otherwise calculated in accordance with the provisions of this Debenture and the provisions of
section 6.3 shall apply mutatis mutandis. Any fractions of a share resulting shall be rounded up
to the next whole number.



7 GENERAL




7.1 Rank




This Debenture shall rank pari passu with all other debentures issued by the Companies on June
14, 2004.



7.2 Waiver or Modification




No failure on the part of the Investor in exercising any power or right hereunder will
operate as a waiver of that power or right nor will any single or partial exercise of such right
or power preclude any other right or power hereunder. No amendment, modification or waiver of any
condition of this Debenture or consent to any departure by the Subsidiary or the Company therefrom
will be effective unless it is in writing signed by the Investor. No notice to or demand on the
Subsidiary or the Company will entitle the Subsidiary or the Company to any other further notice
or demand in similar or other circumstances unless specifically provided for in this Debenture.


 


- 13 -









 





7.3 Borrower’s Waivers




The Companies hereby waive demand and presentment for payment, notice of non-payment, protest,
notice of protest, notice of dishonour, bringing of suit and diligence in taking any action.



7.4  Time 




Time is of the essence of this Debenture.



7.5 Further Assurances 




The parties to this Debenture will do, execute and deliver or will cause to be done, executed
and delivered all such further acts, documents and filings as may be reasonably required for the
purpose of giving effect to this Debenture.



7.6 Assignment




Neither the Investor nor the Companies may assign this Debenture or its interest herein or
any part hereof except with the prior written consent of the other party hereto, such consent not
to be unreasonably withheld, provided that the Investor shall be permitted to assign this
Debenture and its interest hereunder to any affiliate as such term is defined in the Canada
Business Corporations Act, as amended from time to time, without the consent of the Companies.



8 NOTICES




8.1 Any notice under this Debenture will be given in writing and may be sent by fax or may be
delivered or mailed by prepaid post addressed to the party to which notice is to be given at the following address:


If to the Investor:



UOB VENTURE (SHENZHEN) LIMITED

608, St James Court,

St Denis Street, Port Louis, Mauritius



Attention: Terence Ong Sea Eng

Fax: 011-86-755-8290-4093



If to the Subsidiary:



WEX MEDICAL LIMITED 

Unit A, 34/F, Manulife Tower, 169

Electric Road, North Point,

Hong Kong



Attention: Grace Leong

Fax: 011-582-2897-1966




 


- 14 -









 






If to the Company:



INTERNATIONAL WEX TECHNOLOGIES INC.

#2000 - 700 Hornby Street

Vancouver, British Columbia

V6Z 1S4



Attention:       Donna Shum

Fax:                604-683-8868




8.2 If notice is sent by fax or is delivered, it will be deemed to have been given at the time of
transmission or delivery.



8.3 If notice is mailed, it will be deemed to have been received seven days following the date of
mailing of the notice.



8.4 If there is an interruption in normal mail service due to strike, labour unrest or other cause
at or before the time a notice is mailed the notice will be sent by fax or will be delivered.



9 AMENDMENTS




This Debenture may be amended, waived, discharged or terminated only by instrument in writing
signed by the party against whom enforcement of the amendment, waiver, discharge or termination is
sought.



IN WITNESS WHEREOF the Investor and the Companies have executed and delivered this Debenture.



INTERNATIONAL WEX TECHNOLOGIES INC.




	 	 	 	 	 
	Per:

	 	/s/ “John Olthoff”
 

Authorized Signatory
	 	 
	 
	 	 	 	 
	WEX MEDICAL LIMITED	 	 
	 
	 	 	 	 
	Per:

	 	/s/ “Frank Shum”
 

Authorized Signatory
	 	 






 


- 15 -









 





APPENDIX I




CONVERSION NOTICE




ALL SHARE CERTIFICATES ISSUED PRIOR TO OCTOBER 15, 2004 MUST HAVE IMPRINTED ON THEIR FACE THE
FOLLOWING;




“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL
NOT TRADE THE SECURITIES BEFORE OCTOBER 15, 2004”



The undersigned holder of the within Debenture, hereby subscribes for                      common shares
of International Wex Technologies Inc. (“Wex”) in conversion of US$                      of the Advanced
Amount                      at a conversion price of Cdn$                      per common share in
accordance with the conversion referred to in Part 6 of the Debenture according to the conditions
thereof.



The undersigned hereby certifies that the undersigned is the original purchaser of the Debenture
or a transferee with the consent of Wex, and (i) is not (and is not exercising the
Debenture for the account or benefit of) a “U.S. Person” or a person in the United States, (ii)
did not execute or deliver this Conversion Notice in the United States and (iii) has in all other
aspects complied with the terms of Regulation S of the United States Securities Act of 1933, as
amended (the “1933 Act”) or any successor rule or regulation of the United States Securities and
Exchange Commission in effect.



DATED at           
                      
        , this             
         day of                                     , 200         .



	 	 	 	 	 
	 

	 	 

Name of Debenture Holder
	 	 
	 
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 
	 
	 	 	 	 
	Registration Instructions:

	 	Delivery Instructions:	 	 
	 
	 	 	 	 
	 

Name

	 	 

Account reference, if applicable
	 	 
	 
	 	 	 	 
	 

Account reference, if applicable

	 	 

Contact Name
	 	 
	 
	 	 	 	 
	 

Address

	 	 

Address
	 	 
	 
	 	 	 	 
	 


	 	 

(Telephone Number)