INTERTAPE POLYMER GROUP INC.

                                        and

                             CIBC MELLON TRUST COMPANY
                                  as Rights Agent

                               AMENDED AND RESTATED

                  SHAREHOLDER PROTECTION RIGHTS PLAN AGREEMENT

                                   June 11, 2003

                                STIKEMAN ELLIOTT LLP

<PAGE>

                                 TABLE OF CONTENTS


                                     ARTICLE 1
                                  INTERPRETATION

1.1     Certain Definitions                                                 1
1.2     Currency                                                           13
1.3     Headings                                                           13
1.4     Number and Gender                                                  14
1.5     Acting Jointly or in Concert                                       14
1.6     Statutory References                                               14

                                     ARTICLE 2
                                    THE RIGHTS

2.1     Legend on Common Share Certificates                                14
2.2     Initial Exercise Price; Exercise of Rights; Detachment of Rights   15
2.3     Adjustments to Exercise Price; Number of Rights                    17
2.4     Date on Which Exercise is Effective                                23
2.5     Execution, Authentication, Delivery and Dating of Rights
          Certificates                                                     23
2.6     Registration, Registration of Transfer and Exchange                23
2.7     Mutilated, Destroyed, Lost and Stolen Rights Certificates          24
2.8     Persons Deemed Owners                                              25
2.9     Delivery and Cancellation of Rights Certificates                   25
2.10    Agreement of Rights Holders                                        25
2.11    Rights Certificate Holder not Deemed a Shareholder                 26

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

3.1     Flip-in Event                                                      27

                                    ARTICLE 4
                                THE RIGHTS AGENT

4.1     General                                                            27
4.2     Merger or Amalgamation or Change of Name of Rights Agent           28
4.3     Duties of Rights Agent                                             29
4.4     Change of Rights Agent                                             30

                                    ARTICLE 5
                                  MISCELLANEOUS

5.1     Redemption and Waiver                                              31
5.2     Expiration                                                         33
5.3     Issuance of New Rights Certificates                                33
5.4     Supplements and Amendments                                         33
5.5     Fractional Rights and Fractional Shares                            35
5.6     Rights of Action                                                   35
5.7     Notice of Proposed Actions                                         35
5.8     Notices                                                            36
5.9     Successors                                                         36
5.10    Benefits of this Agreement                                         37
5.11    Governing Law                                                      37
5.12    Severability                                                       37
5.13    Effective Date                                                     37
5.14    Determinations and Actions by the Board of Directors               37
5.15    Rights of Board, Corporation and Offeror                           37
5.16    Regulatory Approvals                                               38
5.17    Declaration as to Non-Canadian and Non-U.S. Holders                38
5.18    Time of the Essence                                                38
5.19    Execution in Counterparts                                          38

                                     SCHEDULE

SCHEDULE 2.2(3)

<PAGE>

                  SHAREHOLDER PROTECTION RIGHTS PLAN AGREEMENT
     THIS AMENDED AND RESTATED SHAREHOLDER PROTECTION RIGHTS PLAN AGREEMENT
dated June 11, 2003 between Intertape Polymer Group Inc. (the "Corporation"),
a corporation amalgamated under the Canada Business Corporations Act, and CIBC
Mellon Trust Company (formerly known as The R-M Trust Company), a trust company
incorporated under the laws of Canada, as Rights Agent (the "Rights Agent",
which term shall include any successor Rights Agent hereunder).

WITNESSES THAT:

     WHEREAS the Corporation and the Rights Agent entered into a shareholder
protection rights plan agreement dated as of August 24, 1993, such shareholder
protection rights plan agreement which was subsequently amended and restated
on May 21, 1998 (the "Corporation's Shareholder Protection Rights Plan
Agreement"); and

     WHEREAS the shareholders of the Corporation have determined to amend and
restate the Corporation's Shareholder Protection Rights Plan Agreement as set
out herein (the amended and restated Corporation's Shareholder Protection
Rights Plan Agreement being referred to herein as the "Rights Plan");

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

                                   ARTICLE 1
                                INTERPRETATION

1.1	Certain Definitions.

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

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

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

            (ii)    any Person who becomes the Beneficial Owner of twenty
percent (20%) or more of the outstanding Voting Shares of the Corporation
as a result of one or any combination of: (A) Corporate Acquisitions, (B)
Permitted Bid Acquisitions, (C) Corporate Distributions, (D) Exempt
Acquisitions, or (E) Convertible Security Acquisitions; provided,
however, that if a Person shall become the Beneficial Owner of twenty
percent (20%) or more of the Voting Shares of the Corporation then
outstanding by reason of one or more or any combination of the operation
of a Corporate Acquisition, Permitted Bid Acquisition, Corporate
Distribution, Exempt Acquisition or Convertible Security Acquisition
and, after such Corporate Acquisition, Permitted Bid Acquisition,
Corporate Distribution, Exempt Acquisition or Convertible Security
Acquisition, becomes the Beneficial Owner of an additional one percent
(1%) or more of the outstanding Voting Shares of the Corporation
other than pursuant to Corporate Acquisitions, Permitted Bid Acquisitions,
Corporate Distributions, Exempt Acquisitions or Convertible Security
Acquisitions, then as of the date of such acquisition, such Person shall
become an Acquiring Person;

            (iii)   for a period of ten (10) days after the Disqualification
Date (as hereinafter defined), any Person who becomes the Beneficial Owner
of twenty percent (20%) or more of the outstanding Voting Shares of the
Corporation as a result of such Person becoming disqualified from relying on
Clause 1.1(e)(3) hereof solely because such Person makes or proposes to make
a Take-over Bid in respect of securities of the Corporation alone or by
acting jointly or in concert with any other Person (the first date of public
announcement (which, for the purposes of this definition, shall include,
without limitation, a report filed pursuant to section 101 of the Securities
Act (Ontario)) by such Person or the Corporation of a current intent to
commence such a Take-over Bid being herein referred to as the
"Disqualification Date"); and

            (iv)    an underwriter or member of a banking or selling group
that acquires Voting Shares of the Corporation from the Corporation in
connection with a distribution of securities (including, for greater
certainty, by way of private placement of such securities) to the public.

     (b)     "Affiliate" when used to indicate a relationship with a
specified Person, means a Person that directly or indirectly through one
or more intermediaries, controls, or is controlled by, or is under common
control with, such specified Person.

     (c)     "Agreement" means this agreement as amended, modified or
supplemented from time to time.

     (d)     "Associate" when used to indicate a relationship with a
specified Person, means any relative of such specified Person who has the
same home as such specified Person, or any Person to whom such specified
Person is married or with whom such specified Person is living in a conjugal
relationship outside marriage, or any relative of such spouse or other
Person who has the same home as such specified Person.

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

            (i)     any securities of which such Person or any Affiliate
or Associate of such Person is the owner in law or equity;

            (ii)    any securities as to which such Person or any of such
Person's Affiliates or Associates has the right to acquire (A) upon the
exercise of any Convertible Securities, or (B) pursuant to any agreement,
arrangement or understanding, in each case if such right is exercisable
immediately or within a period of 60 days thereafter whether or not on
condition or the happening of any contingency (other than customary
agreements with and between underwriters and banking group or selling
group members with respect to a distribution of securities or pursuant
to a pledge of securities in the ordinary course of business); and

            (iii)   any securities that are Beneficially Owned within the
meaning of Clause 1.1(e)(i) or (ii) hereof by any other Person with whom
such Person is acting jointly or in concert;

provided, however, that a Person shall not be deemed the "Beneficial
Owner", or to have "Beneficial Ownership" of, or to "Beneficially Own",
any security as a result of the existence of any one or more of the
following circumstances:

            (1)  such security has been deposited or tendered, pursuant
to a Take-over Bid made by such Person or made by any Affiliate or
Associate of such Person or made by any other Person acting jointly or
in concert with such Person, unless such deposited or tendered security
has been taken up or paid for, whichever shall first occur;

            (2)  by reason of the holder of such security having agreed
to deposit or tender such security to a Take-over Bid made by such
Person or any of such Person's Affiliates or Associates or any other
Person referred to in Clause (iii) of this definition pursuant to a
Permitted Lock-Up Agreement, but only until such time as the securities
are taken up or paid for under the Take-over Bid;

            (3)  such Person or any Affiliate or Associate of such
Person or any other Person acting jointly or in concert with such Person,
holds such security; provided that (i) the ordinary business of any
such Person (the "Fund Manager") includes the management of investment
funds for others (which others may include or be limited to one or more
employee benefit plans or pension plans) and/or includes the acquisition
or holding of securities for a non-discretionary account of a Client
(as defined below) by a dealer or broker registered under applicable
securities laws to the extent required, and such security is held by the
Fund Manager in the ordinary course of such business in the performance of
such Fund Manager's duties for the account of any other Person (a "Client"),
(ii) such Person (the "Trust Company") is licensed to carry on the business
of a trust company under applicable law and, as such, acts as trustee or
administrator or in a similar capacity in relation to the estates of deceased
or incompetent Persons or in relation to other accounts and holds such
security in the ordinary course of such duties for the estate of any such
deceased or incompetent Person (each an "Estate Account") or for such other
accounts (each an "Other Account"), (iii) the Person (the "Statutory Body")
is an independent Person established by statute for purposes that include, and
the ordinary business or activity of such person includes, the management of
investment funds for employee benefit plans, pension plans, insurance plans
of various public bodies and the Statutory Body holds such security for the
purposes of its activities as such, (iv) the ordinary business of any such
Person includes acting as an agent of the Crown in the management of public
assets (the "Crown Agent"), or (v) the Person, any of such Person's
Affiliates or Associates or any other Person acting jointly or in concert
with such Person holds such security, provided that the Person is the
administrator or the trustee of one or more pension funds or plans (each a
"Pension Fund") registered under the laws of Canada or any province thereof
or the United States or any state thereof (the "Independent Person"), or is
a Pension Fund and holds such securities for the purposes of its activities
as an Independent Person or as a Pension Fund, and further provided that
such Person does not hold more than thirty percent (30%) of the Voting Shares
of the Corporation;

provided, however, that in any of the foregoing cases no one of the Fund
Manager, the Trust Company, the Statutory Body, the Crown Agent, the
Independent Person or the Pension Fund makes or announces a current intention
to make a Take-over Bid in respect of securities of the Corporation alone or
by acting jointly or in concert with any other Person (other than pursuant
to a distribution by the Corporation or by means of ordinary market
transactions (including prearranged trades entered in the ordinary course
of business of such Person) executed through the facilities of a stock
exchange or organized over-the-counter market);

           (4)  such Person is a Client of the same Fund Manager as another
Person on whose account the Fund Manager holds such security, or such
Person is an Estate Account or an Other Account of the same Trust Company
as another Person on whose account the Trust Company holds such security,
or such Person is a Pension Fund with the same Independent Person as
another Pension Fund;

           (5)  such Person is a Client of a Fund Manager and such
security is owned at law or in equity by the Fund Manager, or such
Person is an Estate Account or an Other Account of a Trust Company and
such security is owned at law or in equity by the Trust Company, or such
Person is a Pension Fund and such security is owned at law or in equity
by the Independent Person; or

           (6)  such Person is a registered holder of securities as a
result of carrying on the business of, or acting as a nominee of, a
securities depository.

           For purposes of this Agreement, the percentage of Voting
Shares Beneficially Owned by any Person, shall be and be deemed to be the
product of one hundred (100) and the number of which the numerator is
the number of votes for the election of all directors generally attaching
to the Voting Shares Beneficially Owned by such Person and the
denominator of which is the number of votes for the election of all
directors generally attaching to all outstanding Voting Shares.  Where any
Person is deemed to Beneficially Own unissued Voting Shares, such Voting
Shares shall be deemed to be issued and outstanding for the purpose of
calculating the percentage of Voting Shares Beneficially Owned by such Person.

     (f)     "Board of Directors" means, at any time, the duly
constituted board of directors of the Corporation.

     (g)     "Business Day" means any day other than a Saturday, Sunday or a
day on which banking institutions in Montreal are authorized or obligated by
law to close.

     (h)     "Canadian Dollar Equivalent" of any amount which is expressed
in United States dollars shall mean on any date the Canadian dollar
equivalent of such amount determined by multiplying such amount by the U.S.-
Canadian Exchange Rate in effect on such date.

     (i)     "CBCA" means the Canada Business Corporations Act R.S.C. 1985,
c. C-44, and the regulations thereunder, and any comparable or successor
laws or regulations thereto.

     (j)     "close of business" on any given date means the time on such
date (or, if such date is not a Business Day, the time on the next
succeeding Business Day) at which the office of the transfer agent for the
Common Shares in the City of Montreal (or, after the Separation Time, the
office of the Rights Agent in the City of Montreal) is closed to the public.

     (k)     "Common Shares", when used with reference to the Corporation,
means the common shares without par value in the capital of the Corporation.

     (l)     "Competing Bid" means a Take-over Bid that: (i) is made while
another Permitted Bid is in existence, and (ii) satisfies all the components
of the definition of a Permitted Bid, except that the requirements set out
in Clause (ii) of the definition of a Permitted Bid shall be satisfied if
the Take-over Bid shall contain, and the take up and payment for securities
tendered or deposited thereunder shall be subject to, an irrevocable and
unqualified condition that no Voting Shares shall be taken up or paid for
pursuant to the Competing Bid prior to the close of business on the date
that is no earlier than the date which is the later of thirty-five (35)
days after the date the Competing Bid is made or sixty (60) days after
the earliest date on which any other Permitted Bid or Competing Bid that
is then in existence was made and only if at that date, more than fifty
percent (50%) of the then outstanding Voting Shares held by Independent
Shareholders have been deposited or tendered to the Competing Bid and not
withdrawn.

     (m)     "controlled": a corporation is "controlled" by another
Person if:

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

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

and "controls", "controlling" and "under common control with" shall be
interpreted accordingly.

     (n)     "Convertible Security" means at any time:

           (i)     any right (regardless of whether such right constitutes
a security) to acquire Voting Shares from the Corporation; and

           (ii)    any securities issued by the Corporation from time to
time (other than the Rights) carrying any exercise, conversion or exchange
right;

in each case pursuant to which the holder thereof may acquire Voting Shares
or other securities which are convertible into or exercisable or
exchangeable for Voting Shares.

     (o)     "Convertible Security Acquisition" means the acquisition of
Voting Shares upon the exercise, conversion or exchange of Convertible
Securities received by a Person pursuant to a Permitted Bid Acquisition,
Exempt Acquisition or a Corporate Distribution.

     (p)     "Corporate Acquisition" means an acquisition by the Corporation
or a Subsidiary of the Corporation or the redemption by the Corporation of
Voting Shares of the Corporation which by reducing the number of Voting
Shares of the Corporation outstanding increases the proportionate number
of Voting Shares Beneficially Owned by any Person.

     (q)     "Corporate Distribution" means an acquisition as a result of:

           (i)     a stock dividend or a stock split or other event pursuant
to which a Person receives or acquires Voting Shares on the same pro rata
basis as all other holders of Voting Shares of the same class; or

           (ii)    any other event pursuant to which all holders of Voting
Shares of the Corporation are entitled to receive Voting Shares or
Convertible Securities on a pro rata basis, including, without limiting
the generality of the foregoing, pursuant to the receipt or exercise of
rights issued by the Corporation and distributed to all the holders of a
class of Voting Shares to subscribe for or purchase Voting Shares or
Convertible Securities of the Corporation, provided that such rights are
acquired directly from the Corporation and not from any other Person and
provided further that the Person in question does not thereby acquire a
greater percentage of Voting Shares, or Convertible Securities representing
the right to acquire Voting Shares of such class, than the percentage of
Voting Shares of the class Beneficially Owned immediately prior to such
acquisition.

     (r)     "Disqualification Date" has the meaning ascribed thereto in
Section 1.1(a)(iii) hereof.

     (s)     "Effective Date" has the meaning ascribed thereto in Section
5.13 hereof.

     (t)     "Election to Exercise" has the meaning ascribed thereto in
Section 2.2(4) hereof.

     (u)     "Exempt Acquisition" means an acquisition:

           (i)     in respect of which the Board of Directors has waived
the application of Section 3.1 hereof pursuant to the provisions of
Section 5.1(2), 5.1(3) or 5.1(4) hereof;

           (ii)    which was made on or prior to the Record Time;

           (iii)   which was made pursuant to a dividend reinvestment
plan of the Corporation or other similar share purchase plan made
available to the holders of shares of the Corporation generally;

           (iv)    pursuant to a distribution to the public by the
Corporation of Voting Shares or Convertible Securities made pursuant to a
prospectus provided that the Person in question does not thereby acquire
a greater class percentage of Voting Shares, or Convertible Securities
representing the right to acquire Voting Shares of such class, than the
percentage of Voting Shares of the class Beneficially Owned immediately
prior to such acquisition; or

           (v)     pursuant to an issuance and sale by the Corporation of
Voting Shares or Convertible Securities by way of a private placement
by the Corporation, provided that (x) all necessary stock exchange
approvals for such private placement have been obtained and such private
placement complies with the terms and conditions of such approvals, and
(y) the purchaser does not become the Beneficial Owner of more than 25%
of the Voting Shares outstanding immediately prior to the private
placement (and in making this determination, the securities to be issued
to such purchaser on the private placement shall be deemed to be held by
such purchaser but shall not be included in the aggregate number of
outstanding Voting Shares immediately prior to the private placement).

     (v)     "Exercise Price" means, as of any date, the price at
which a holder may purchase the securities issuable upon exercise of one
whole Right.  Until adjustment thereof in accordance with the terms
hereof, the Exercise Price shall be $100.

     (w)     "Expiration Time" means the earlier of: (i) the Termination
Time, and (ii) the close of business on the date immediately following
the date of the Corporation's annual meeting of shareholders to be held
in 2006.

     (x)     "Flip-in Event" means a transaction in or pursuant to which
any Person becomes an Acquiring Person.

     (y)     "Independent Shareholders" means holders of Voting Shares
of the Corporation, but shall not include (i) any Acquiring Person or
any Offeror, or any Affiliate or Associate of such Acquiring Person
or such Offeror, or any Person acting jointly or in concert with such
Acquiring Person or such Offeror, or (ii) any employee benefit plan,
stock purchase plan, deferred profit sharing plan or any similar plan
or trust for the benefit of employees of the Corporation or a Subsidiary
of the Corporation, unless the beneficiaries of any such plan or trust
direct the manner in which the Voting Shares are to be voted or direct
whether the Voting Shares are to be tendered to a Take-over Bid; and
shall include any Person referred to in Clause 1.1(e)(3) hereof (other
than any Person who pursuant to Clause 1.1(e)(3) is deemed to
Beneficially Own the Voting Shares).

     (z)     "Market Price" per share of any securities on any date of
determination means the average of the daily closing prices per share
of such securities (determined as described below) on each of the
twenty (20) consecutive Trading Days through and including the Trading
Day immediately preceding such date; provided, however, that if an
event of a type analogous to any of the events described in Section
2.3 hereof shall have caused the closing prices used to determine the
Market Price on any Trading Days not to be fully comparable with the
closing price on such date of determination or, if the date of
determination is not a Trading Day, on the immediately preceding
Trading Day, each such closing price so used shall be appropriately
adjusted in a manner analogous to the applicable adjustment provided
for in Section 2.3 hereof in order to make it fully comparable with
the closing price on such date of determination or, if the date of
determination is not a Trading Day, on the immediately preceding
Trading Day.  The closing price per share of any securities on any
date shall be (i) the closing board lot sale price or, if such price
is not available, the average of the closing bid and asked prices,
for each share as reported by the stock exchange on which the greater
number of shares has been traded on such day or if the shares are
listed only on one (1) stock exchange at that time, that stock
exchange, or (ii) if for any reason none of such prices is available
on such day or the securities are not listed or admitted to trading
on any stock exchange, the closing board lot sale price or, if such
price is not available, the average of the closing bid and asked
prices, for each share as reported in the principal consolidated
transaction reporting system with respect to securities listed or
admitted to trading on the securities exchange in Canada or the
United States on which the securities are primarily traded, or (iii)
if not so listed, the last quoted price, or if not so quoted,
the average of the high bid and low asked prices for each share of
such securities in the over-the-counter market, or (iv) if on any
such date the securities are not quoted by any such organization,
the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the securities selected
in good faith by the Board of Directors; provided, however, that if
on any such date the securities are not traded in the over-the-counter
market, the closing price per share of such securities on such date
shall mean the fair value per share of such securities on such date
as determined in good faith by a nationally or internationally
recognized investment dealer or investment banker.  The Market Price
shall be expressed in Canadian dollars and if initially determined
in respect of any day forming part of the twenty (20) consecutive
trading day period in United States dollars, such amount shall be
translated into Canadian dollars at the Canadian Dollar Equivalent
thereof.

     (aa)     "Offer to Acquire" shall include:

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

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

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

     (bb)     "Offeror" means a Person who has announced a current
intention to make, or who makes and has outstanding, a Take-over Bid.

     (cc)     "Offeror's Securities" means Voting Shares of the
Corporation Beneficially Owned by an Offeror, any Affiliate or
Associate of such Offeror or any Person acting jointly or in concert
with the Offeror.

     (dd)     "Permitted Bid" means a Take-over Bid that is made by
means of a Take-over Bid circular and which also complies with the
following additional provisions:

          (i)     the Take-over Bid shall be made to all registered
holders of Voting Shares (other than the Voting Shares held by the
Offeror);

          (ii)    the Take-over Bid shall contain, and the take up and
payment for securities tendered or deposited thereunder shall be subject
to, an irrevocable and unqualified condition that no Voting Shares
shall be taken up or paid for pursuant to the Take-over Bid prior to
the close of business on the date which is not less than sixty (60)
days following the date of the Take-over Bid and that no Voting Shares
shall be taken up or paid for pursuant to the Take-over Bid unless,
at such date, more than fifty percent (50%) of the then outstanding
Voting Shares held by Independent Shareholders have been deposited to
the Take-over Bid and not withdrawn;

          (iii)   the Take-over Bid shall contain an irrevocable and
unqualified provision that, unless the Take-over Bid is withdrawn,
Voting Shares of the Corporation may be deposited pursuant to such
Take-over Bid at any time during the period of time described in Clause
(ii) of this Section 1.1(dd) and that any Voting Shares deposited
pursuant to the Take-over Bid may be withdrawn at any time until taken
up and paid for; and

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

     (ee)     "Permitted Bid Acquisitions" means share acquisitions
made pursuant to a Permitted Bid or a Competing Bid.

     (ff)     "Permitted Lock-Up Agreement" means an agreement between
a Person and one or more holders (each a "Locked-up Person") of
Voting Shares or Convertible Securities (the terms of which are
publicly disclosed and a copy of which is made available to the public
(including the Corporation) not later than the date the Lock-up Bid
(as defined below) is publicly announced or, if the agreement was
entered into after the date of the Lock-up Bid, not later than the date
the agreement was entered into), pursuant to which such Locked-up
Persons agree to deposit or tender Voting Shares or Convertible Securities
to a Take-over Bid (the "Lock-up Bid") made by the Person or any of such
Person's Affiliates or Associates or any other Person referred to in
Clause (iii) of the definition of Beneficial Owner and where the agreement:


          (i)     (A) permits the Locked-up Person to withdraw Voting
Shares or Convertible Securities in order to tender or deposit Voting
Shares or Convertible Securities to another Take-over Bid (or terminate
the agreement in order to support another transaction) that represents
an offering price for each Voting Share or Convertible Security that
exceeds, or provides a value for each Voting Share or Convertible
Security that is greater than, the offering price or value represented
by or proposed to be represented by the Lock-up Bid, provided that the
other Take-over Bid or transaction is made for at least the same number
of Voting Shares or Convertible Securities as the Lock-up Bid; or

                  (B) permits the Locked-up Person to withdraw Voting
Shares or Convertible Securities in order to tender or deposit the Voting
Shares or Convertible Securities to another Take-over Bid (or terminate
the agreement in order to support another transaction) that represents
an offering price for each Voting Share or Convertible Security that
exceeds, or provides a value for each Voting Share or Convertible Security
that is greater than, the offering price or value represented by or
proposed to be represented by, the Lock-up Bid by as much or more than a
specified amount (the "Specified Amount") and the Specified Amount is not
greater than 7% of the offering price or value that is represented by the
Lock-up Bid, provided that the other Take-over Bid or transaction is made
for at least the same number of Voting Shares or Convertible Securities as
the Lock-up Bid; and

          (ii)    provides for no "break-up" fees, "top-up" fees,
penalties, payments, expenses or other amounts that exceed in the
aggregate the greater of:  (A) the cash equivalent of 2.5% of the price
or value payable under the Lock-up Bid to the Locked-up Person, and (B)
50% of the amount by which the price or value payable under another
Take-over Bid or another transaction to a Locked-up Person exceeds the
price or value of the consideration that such Locked-up Person would
have received under the Lock-up Bid, to be payable, directly or
indirectly, by such Locked-up Person pursuant to the agreement in the
event that the Lock-up Bid is not successfully concluded or if any
Locked-up Person fails to tender Voting Shares or Convertible Securities
pursuant thereto;

and, for greater certainty, the agreement may contain a right of first
refusal or require a period of delay to give the Offeror an opportunity
to at least match a higher consideration in another Take-over Bid or
transaction or contain any other similar limitation on a Locked-up
Person's right to withdraw Voting Shares or Convertible Securities from
the agreement, so long as any such limitation does not preclude the
exercise by the Locked-up Person of the right to withdraw Voting Shares
or Convertible Securities in sufficient time to tender to the other Take-
over Bid or to support the other transaction.

     (gg)     "Person" means any individual, firm, partnership, limited
partnership, limited liability company or partnership, association,
trust, trustee, executor, administrator, legal or personal representative,
government, governmental body, entity or authority, group, body
corporate, corporation, unincorporated organization or association,
syndicate, joint venture or any other entity, whether or not having
legal personality, and any of the foregoing in any derivative,
representative or fiduciary capacity and pronouns have a similar extended
meaning.

     (hh)     "Record Time" means the close of business on September
1, 1993.

     (ii)     "Redemption Price" has the meaning ascribed thereto in
Section 5.1(1) hereof.

     (jj)     "regular periodic cash dividends" means cash dividends
paid at regular intervals in any fiscal year of the Corporation to
the extent that such cash dividends do not exceed, in the aggregate,
the greatest of:

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

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

     (kk)     "Right" means a right issued pursuant to this Agreement.

     (ll)     "Rights Certificate" has the meaning ascribed thereto
in Section 2.2(3) hereof.

     (mm)     "Rights Register" has the meaning ascribed thereto in
Section 2.6(1) hereof.

     (nn)     "Securities Act (Ontario)" means the Securities Act
(Ontario), and the regulations and rules thereunder, and any comparable
or successor laws, regulations and rules thereto.

     (oo)     "Separation Time" means the close of business on the
tenth (10th) Trading Day after the earlier of (i) the Stock Acquisition
Date, (ii) the date of the commencement of, or first public announcement
of the intent of any person (other than the Corporation or any
Subsidiary of the Corporation) to commence, a Take-over Bid (other
than a Permitted Bid or Competing Bid) or such later date as may be
determined by the Board of Directors and (iii) the date on which a
Permitted Bid or Competing Bid ceases to qualify as such or such later
date as may be determined by the Board of Directors provided that, if
any Take-over Bid referred to in Clause (ii) of this Section 1.1(oo)
or any Permitted Bid or Competing Bid referred to in Clause (iii) of
this Section 1.1(oo) expires, is cancelled, terminated or otherwise
withdrawn prior to the Separation Time, such Take-over Bid, Permitted
Bid or Competing Bid, as the case may be, shall be deemed, for the
purposes of this Section 1.1(oo), never to have been made and provided
further that if the Board of Directors determines pursuant to Sections
5.1(2), (3) or (4) hereof to waive the application of Section 3.1
hereof to a Flip-in Event, the Separation Time in respect of such
Flip-in Event shall be deemed never to have occurred.

     (pp)     "Stock Acquisition Date" means the first date of public
announcement (which, for purposes of this definition, shall include,
without limitation, a report filed pursuant to section 101 of the
Securities Act (Ontario)) by the Corporation or an Offeror or Acquiring
Person of facts indicating that a Person has become an Acquiring Person.

     (qq)     "Subsidiary": a corporation shall be deemed to be a
Subsidiary of another corporation if:

          (i)     it is controlled by:

               (A)     that other;

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

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

          (ii)    it is a Subsidiary of a corporation that is that
other's Subsidiary.

     (rr)     "Take-over Bid" means an Offer to Acquire Voting Shares
of the Corporation or securities convertible into or exchangeable for
or carrying a right to purchase Voting Shares of the Corporation
where the Voting Shares of the Corporation subject to the Offer to
Acquire, together with the Voting Shares of the Corporation into which
the securities subject to the Offer to Acquire are convertible,
exchangeable or exercisable, and the Offeror's Securities, constitute
in the aggregate twenty percent (20%) or more of the outstanding
Voting Shares of the Corporation at the date of the Offer to Acquire.

     (ss)     "Termination Time" means the time at which the right
to exercise Rights shall terminate pursuant to Sections 5.1(1) or
(5) hereof.

     (tt)     "Trading Day", when used with respect to any securities,
means a day on which the principal Canadian stock exchange or American
stock exchange or market on which such securities are listed or
admitted to trading is open for the transaction of business or, if
the securities are not listed or admitted to trading on any Canadian
stock exchange or American stock exchange or market, a Business Day.

     (uu)     "U.S. - Canadian Exchange Rate" shall mean on any date:

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

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

     (vv)     "Voting Shares" means the Common Shares and any other
shares of capital stock or voting interests of the Corporation
entitled to vote generally in the election of all directors.

1.2     Currency.

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

1.3	Headings.

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

1.4	Number and Gender.

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

1.5	Acting Jointly or in Concert.

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

1.6	Statutory References.

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

                             ARTICLE 2
                             THE RIGHTS

2.1     Legend on Common Share Certificates.

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

          Until the Separation Time (as defined in the Rights
Agreement referred to below), this certificate also evidences
and entitles the holder thereof to certain rights described in
a Shareholder Protection Rights Plan Agreement, dated August 24,
1993, as amended and restated from time to time (the "Rights
Agreement"), between Intertape Polymer Group Inc. and CIBC
Mellon Trust Company, a copy of which is on file at the principal
executive offices of the Corporation the terms of which are
incorporated herein by reference. Under certain circumstances
set out in the Rights Agreement, the rights may be redeemed,
may expire, may become null and void (if, in certain cases, they
are "Beneficially Owned" by an "Acquiring Person") or may be
evidenced by separate certificates and no longer evidenced by
this certificate. Upon written request, copy of the Rights
Agreement will be mailed within five days to the holder of this
Certificate.

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

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

(1)     Right to entitle holder to purchase one Common Share
prior to adjustment.  Subject to adjustment as herein set forth
and subject to Section 3.1(1) hereof, each Right will entitle
the holder thereof, from and after the Separation Time and
prior to the Expiration Time, to purchase, for the Exercise
Price as at the Business Day immediately preceding the date of
exercise of the Right, one Common Share (which price and number
of Common Shares are subject to adjustment as set forth below
and are subject to Section 3.1(1) hereof).  Notwithstanding
any other provision of this Agreement, any Rights held by the
Corporation or any of its Subsidiaries shall be void.

(2)     Rights not exercisable until Separation Time.  Until
the Separation Time, (i) the Rights shall not be exercisable
and no Right may be exercised, and (ii) for administrative
purposes each Right will be evidenced by the certificates for
the associated Common Shares registered in the names of the
holders thereof (which certificates shall also be deemed to be
Rights Certificates) and will be transferable only together
with, and will be transferred by a transfer of, such associated
Common Shares.

(3)     Delivery of Rights Certificate and disclosure statement.
 From and after the Separation Time and prior to the Expiration
Time, (i) the Rights shall be exercisable, and (ii) the
registration and transfer of the Rights shall be separate from,
and independent of, Common Shares.  Promptly following the
Separation Time, the Corporation will prepare and the Rights
Agent will mail to each holder of record of Rights as of the
Separation Time (other than an Acquiring Person and, in respect
of any Rights Beneficially Owned by such Acquiring Person which
are not held of record by such Acquiring Person, the holder of
record of such Rights (a "Nominee")) at such holder's address
as shown by the records of the Corporation (the Corporation
hereby agreeing to furnish copies of such records to the Rights
Agent for this purpose), (A) a certificate (a "Rights
Certificate") in substantially the form of Schedule 2.2(3)
hereto appropriately completed, representing the number of
Rights held by such holder at the Separation Time, and having
such marks of identification or designation and such legends,
summaries or endorsements printed thereon as the Corporation
may deem appropriate and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply
with any law, rule, regulation or judicial or administrative
order or with any rule or regulation made pursuant thereto or with
any rule or regulation of any self-regulatory organization, stock
exchange or quotation system on which the Rights may from time
to time be listed or traded, or to conform to usage, and (B) a
disclosure statement describing the Rights, provided that a
Nominee shall be sent the materials provided for in (A) and (B)
in respect of all Common Shares held of record by it which are
not Beneficially Owned by an Acquiring Person.  In order for
the Corporation to determine whether any Person is holding
Common Shares which are Beneficially Owned by another Person,
the Corporation may require such first mentioned Person to
furnish it with such information and documentation as the
Corporation considers advisable.

(4)     Exercise of Rights.  Rights may be exercised in
whole or in part on any Business Day after the Separation
Time and prior to the Expiration Time by submitting to the
Rights Agent (at its principal stock transfer office in the
City of Montreal, or at its principal stock transfer office
in the cities designated from time to time for that purpose
by the Corporation) the Rights Certificate evidencing such
Rights together with an election to exercise such Rights (an
"Election to Exercise") substantially in the form attached
to the Rights Certificate duly completed and executed,
accompanied by payment by certified cheque, banker's draft
or money order payable to the order of the Corporation, of a
sum equal to the Exercise Price multiplied by the number of
Rights being exercised and a sum sufficient to cover any
transfer tax or charge which may be payable in respect of
any transfer involved in the transfer or delivery of Rights
Certificates or the issuance or delivery of certificates
for Common Shares in a name other than that of the holder
of the Rights being exercised, all of the above to be
received before the Expiration Time by the Rights Agent at
its principal office in any of the cities listed on the
Rights Certificate.

(5)     Duties of Rights Agent upon receipt of Election to
Exercise.  Upon receipt of a Rights Certificate, which is
accompanied by (i) a completed and duly executed Election
to Exercise, and (ii) payment as set forth in Section 2.2(4)
above, the Rights Agent (unless otherwise instructed by the
Corporation) will thereupon promptly:

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

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

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

        (D)     when appropriate, after receipt, deliver
such cash (less any amounts required to be withheld) to or to
the order of the registered holder of the Rights Certificate;
and

        (E)    tender to the Corporation all payments received
on exercise of the Rights.

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

(7)     Duties of the Corporation.  The Corporation covenants
and agrees that it will:

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

     (b)     take all such action as may be necessary and
within its power to ensure compliance with the provisions of
Section 3.1 hereof including, without limitation, all such action
to comply with any applicable requirements of the CBCA, the
Securities Act (Ontario) and any applicable comparable securities
legislation of each of the provinces of Canada and any other
applicable law, rule or regulation, in connection with the issuance
and delivery of the Rights Certificates and the issuance of any
Common Shares or other securities upon exercise of Rights;

     (c)     use reasonable efforts to cause, from and after
such time as the Rights become exercisable, all Common Shares
issued upon exercise of Rights to be listed upon issuance on
the principal stock exchange on which the Common Shares were
traded prior to the Stock Acquisition Date;

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

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

     (f)     after the Separation Time, except as permitted by
Sections 5.1 or 5.4 hereof, not take (or permit any Subsidiary
to take) any action if at the time such action is taken it is
reasonably foreseeable that such action will diminish substantially
or otherwise eliminate the benefits intended to be afforded by
the Rights.

2.3     Adjustments to Exercise Price; Number of Rights.

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

     (a)     Adjustment to Exercise Price upon changes to share
capital.  In the event the Corporation shall at any time after
the Record Time:

          (i)     declare or pay a dividend on the Common Shares
payable in Common Shares (or other securities exchangeable for
or convertible into or giving a right to acquire Common Shares
or other securities) other than the issue of Common Shares or
such exchangeable or convertible securities to holders of Common
Shares in lieu of but not in an amount which exceeds the value
of regular periodic cash dividends;

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

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

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

the Exercise Price in effect at the time of the record date for such
dividend or of the effective date of such subdivision, combination
or reclassification, and the number and kind of Common Shares, or
other securities, as the case may be, issuable on such date, shall
be proportionately adjusted so that the holder of any Right
exercised after such time shall be entitled to receive, upon payment
of the Exercise Price then in effect, the aggregate number and kind
of Common Shares or other securities, as the case may be, which,
if such Right had been exercised immediately prior to such date and
at a time when the Common Share transfer books of the Corporation
were open, such holder would have owned upon such exercise and been
entitled to receive by virtue of such dividend, subdivision,
combination or reclassification.  If an event occurs which would
require an adjustment under both this Section 2.3 and Section 3.1
hereof, the adjustment provided for in this Section 2.3 shall be in
addition to and, shall be made prior to, any adjustment required
pursuant to Section 3.1 hereof.

     (b)     Adjustment to Exercise Price upon issue of rights,
options and warrants.  In case the Corporation shall at any time
after the Record Time fix a record date for the issuance of rights,
options or warrants to all holders of Common Shares entitling them
(for a period expiring within forty-five (45) calendar days after
such record date) to subscribe for or purchase Common Shares (or
shares having the same rights, privileges and preferences as Common
Shares ("equivalent common shares")) or securities convertible into
or exchangeable for or carrying a right to purchase Common Shares
or equivalent common shares at a price per Common Share or per
equivalent common share (or having a conversion price or exchange
price or exercise price per share, if a security convertible into or
exchangeable for or carrying a right to purchase Common Shares or
equivalent common shares) less than ninety percent (90%) of the Market
Price per Common Share on such record date, the Exercise Price to
be in effect after such record date shall be determined by multiplying
the Exercise Price in effect immediately prior to such record date
by a fraction, the numerator of which shall be the number of Common
Shares outstanding on such record date, plus the number of Common
Shares that the aggregate offering price of the total number of Common
Shares and/or equivalent common shares so to be offered (and/or the
aggregate initial conversion, exchange or exercise price of the
convertible or exchangeable securities or rights so to be offered,
including the price required to be paid to purchase such convertible
or exchangeable securities or rights so to be offered) would purchase
at such Market Price per Common Share, and the denominator of which
shall be the number of Common Shares outstanding on such record date,
plus the number of additional Common Shares and/or equivalent common
shares to be offered for subscription or purchase (or into which the
convertible or exchangeable securities are initially convertible,
exchangeable or exercisable).  In case such subscription price may be
paid by delivery of consideration, part or all of which may be in a
form other than cash, the value of such consideration shall be as
determined in good faith by the Board of Directors, whose determination
shall be described in a certificate filed with the Rights Agent and
shall be binding on the Rights Agent and the holders of the Rights.
Such adjustment shall be made successively whenever such a record date
is fixed and, in the event that such rights or warrants are not so
issued, the Exercise Price shall be adjusted to be the Exercise Price
which would then be in effect if such record date had not been fixed.

          For purposes of this Agreement, the granting of the right
to purchase Common Shares (or equivalent common shares) (whether from
treasury shares or otherwise) pursuant to any dividend or interest
reinvestment plan and/or any Common Share purchase plan providing for
the reinvestment of dividends or interest payable on securities of the
Corporation and/or the investment of periodic optional payments and/or
employee benefit, stock option or similar plans (so long as such right
to purchase is in no case evidenced by the delivery of rights or
warrants) shall not be deemed to constitute an issue of rights, options
or warrants by the Corporation; provided, however, that, in the case
of any dividend or interest reinvestment plan, the right to purchase
Common Shares (or equivalent common shares) is at a price per share
of not less than ninety percent (90%) of the current market price per
share (determined as provided in such plans) of the Common Shares.

     (c)     Adjustment to Exercise Price upon Corporate Distributions.
In case the Corporation shall at anytime after the Record Time fix
a record date for a distribution to all holders of Common Shares
(including any such distribution made in connection with a merger,
amalgamation, arrangement, plan, compromise or reorganization in which
the Corporation is the continuing or successor corporation) of
evidences of indebtedness, cash (other than a regular periodic cash
dividend or a regular periodic cash dividend paid in Common Shares,
but including any dividend payable in securities other than Common
Shares), assets or subscription rights, options or warrants
(excluding those referred to in Section 2.3(b) above), the Exercise
Price to be in effect after such record date shall be determined by
multiplying the Exercise Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the Market
Price per Common Share on such record date, less the fair market
value (as determined in good faith by the Board of Directors, whose
determination shall be described in a statement filed with the Rights
Agent) of the portion of the cash, assets or evidences of
indebtedness so to be distributed or of such subscription rights,
options or warrants applicable to a Common Share and the denominator
of which shall be such Market Price per Common Share.  Such adjustments
shall be made successively whenever such a record date is fixed, and
in the event that such distribution is not so made, the Exercise Price
shall be adjusted to be the Exercise Price which would have been in
effect if such record date had not been fixed.

     (d)     De minimis threshold for adjustment to Exercise Price.
Notwithstanding anything herein to the contrary, no adjustment in
the Exercise Price shall be required unless such adjustment would
require an increase or decrease of at least one percent (1%) in the
Exercise Price; provided, however, that any adjustments which by reason
of this Section 2.3(d) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment.  All
calculations under this Section 2.3 shall be made to the nearest cent
or to the nearest one-hundredth of a Common Share or other share, as
the case may be.  Notwithstanding the first sentence of this Section
2.3(d), any adjustment required by this Section 2.3 shall be made no
later than the earlier of (i) three (3) years from the date of the
transaction which mandates such adjustment or (ii) the Expiration
Time.

     (e)     Corporation may provide for alternate means of adjustment.
Subject to the prior consent of the holders of Voting Shares or
Rights obtained as set forth in Section 5.4(2) or (3) hereof, as
applicable, in the event the Corporation shall at any time after the
Record Time issue any shares of capital stock (other than Common Shares),
or rights or warrants to subscribe for or purchase any such capital
stock, or securities convertible into or exchangeable for any such capital
stock, in a transaction referred to in Sections 2.3(a)(i) or (iv) or
2.3(b) or (c) above, if the Board of Directors acting in good faith
determines that the adjustments contemplated by Sections 2.3(a), (b) and
(c) above in connection with such transaction will not appropriately
protect the interests of the holders of Rights, the Corporation shall be
entitled to determine what other adjustments to the Exercise Price,
number of Rights and/or securities purchasable upon exercise of Rights
would be appropriate and, notwithstanding Sections 2.3(a), (b) and (c)
above, such adjustments, rather than the adjustments contemplated by
Sections 2.3(a), (b) and (c) above, shall be made.  The Corporation and
the Rights Agent shall amend this Agreement as appropriate to provide
for such adjustments.

     (f)     Adjustment to Rights exercisable into shares other than
Common Shares.  If as a result of an adjustment made pursuant to Section
3.1 hereof, the holder of any Right thereafter exercised shall become
entitled to receive any shares other than Common Shares, thereafter
the number of such other shares so receivable upon exercise of any Right
and the Exercise Price thereof shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable
to the provisions with respect to the Common Shares contained in
Sections 2.3(a), (b), (c), (d), (e), (g), (h), (i), (j), (k), and (l)
above and below, as the case may be, and the provisions of this Agreement
with respect to the Common Shares shall apply on like terms to any such
other shares.

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

     (h)     Adjustment to number of Common Shares purchasable upon
adjustment to Exercise Price.  Unless the Corporation shall have
exercised its election as provided in Section 2.3(i) below, upon each
adjustment of the Exercise Price as a result of the calculations made
in Sections 2.3(b) and (c) above, each Right outstanding immediately
prior to the making of such adjustment shall thereafter evidence the
right to purchase, at the adjusted Exercise Price, that number of Common
Shares (calculated to the nearest one ten-thousandth) obtained by (A)
multiplying (x) the number of shares purchasable upon exercise of a
Right immediately prior to this adjustment by (y) the Exercise Price
in effect immediately prior to such adjustment of the Exercise Price,
and (B) dividing the product so obtained by the Exercise Price in
effect immediately after such adjustment of the Exercise Price.

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

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

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

     (l)     Corporation has discretion to reduce Exercise Price for
tax reasons.  Notwithstanding anything in this Section 2.3 to the
contrary, the Corporation shall be entitled to make such reductions
in the Exercise Price, in addition to those adjustments expressly
required by this Section 2.3, as and to the extent that in their good
faith judgment, the Board of Directors shall determine to be advisable
in order that any (A) consolidation or subdivision of the Common
Shares, (B) issuance of any Common Shares at less than the Market Price,
(C) issuance of securities convertible into or exchangeable for Common
Shares, (D) stock dividends or (E) issuance of rights, options or
warrants, referred to in this Section 2.3 hereafter made by the
Corporation to holders of its Common Shares, shall not be taxable to
such shareholders.

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

2.4     Date on Which Exercise is Effective.

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

2.5     Execution, Authentication, Delivery and Dating of Rights
        Certificates

(1)     The Rights Certificates shall be executed on behalf of the
Corporation by its Chairman, President or any of its Vice-Presidents
and by its Secretary or one of its Assistant Secretaries.  The
signature and attestation of any of these officers on the Rights
Certificates may be manual or facsimile.  Rights Certificates bearing
the manual or facsimile signatures of individuals who were at any time
the proper officers of the Corporation shall bind the Corporation,
notwithstanding that such individuals or any of them have ceased to hold
such offices prior to the countersignature and delivery of such Rights
Certificates.

(2)     Promptly after the Corporation learns of the Separation
Time, the Corporation will notify the Rights Agent of such Separation
Time and will deliver Rights Certificates executed by the Corporation
to the Rights Agent for countersignature and a disclosure statement
as described in Section 2.2(3), and the Rights Agent shall manually
or by facsimile signature countersign and send such Rights Certificates
and disclosure statement to the holders of the Rights pursuant to
Section 2.2(3) hereof.  No Rights Certificate shall be valid for any
purpose until countersigned by the Rights Agent as aforesaid.

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

2.6     Registration, Registration of Transfer and Exchange.

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

After the Separation Time and prior to the Expiration Time, upon
surrender for registration of transfer or exchange of any Rights
Certificate and subject to the provisions of Section 2.6(3)
below and the other provisions of this Agreement, the Corporation
will execute and the Rights Agent will countersign, register and
deliver, in the name of the holder or the designated transferee
or transferees as required pursuant to the holder's instructions,
one or more new Rights Certificates evidencing the same aggregate
number of Rights as did the Rights Certificates so surrendered.

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

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

2.7     Mutilated, Destroyed, Lost and Stolen Rights Certificates.

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

(2)     If there shall be delivered to the Corporation and the
Rights Agent prior to the Expiration Time (i) evidence to their
reasonable satisfaction of the destruction, loss or theft of any
Rights Certificate, and (ii) such indemnity or other security as
may be required by them to save each of them and any of their agents
harmless then, in the absence of notice to the Corporation or the
Rights Agent that such Rights Certificate has been acquired by a
bona fide purchaser, the Corporation shall execute and upon its
request the Rights Agent shall countersign and deliver, in lieu of
any such destroyed, lost or stolen Rights Certificate, a new Rights
Certificate evidencing the same number of Rights as did the Rights
Certificate so destroyed, lost or stolen.

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

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

2.8     Persons Deemed Owners.

     Prior to due presentment of a Rights Certificate (or, prior
to the Separation Time, the associated Common Share certificate)
for registration of transfer, the Corporation, the Rights Agent
and any agent of the Corporation or the Rights Agent shall be
entitled to deem and treat the person in whose name a Rights
Certificate (or, prior to the Separation Time, the associated Common
Share certificate) is registered as the absolute owner thereof and
of the Rights evidenced thereby for all purposes whatsoever.  As
used in this Agreement, unless the context otherwise requires, the
term "holder" of any Rights shall mean the registered holder of
such Rights (or, prior to the Separation Time, the associated Common
Shares).

2.9     Delivery and Cancellation of Rights Certificates.

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

2.10     Agreement of Rights Holders.

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

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

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

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

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

     (e)     that such holder of Rights has waived his right to
receive any fractional Rights or any fractional shares upon exercise
of Right;

     (f)     that, in accordance with Section 5.4 hereof, without
the approval of any holder of Rights and upon the sole authority of
the Board of Directors acting in good faith this Agreement may be
supplemented or amended from time to time pursuant to and as
provided herein; and

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

2.11     Rights Certificate Holder not Deemed a Shareholder.

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

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

3.1     Flip-in Event.

(1)     Subject to Section 3.1(2) below, and Sections 5.1(2), (3)
and (4) hereof, in the event that prior to the Expiration Time a
Flip-in Event shall occur, the Corporation shall take such action
as may be necessary to ensure and provide within eight (8) Business
Days of such occurrence, or such longer period as may be required
to satisfy all applicable requirements of the Securities Act
(Ontario), and the securities legislation of each other province
of Canada that, except as provided below, each Right shall
thereafter constitute the right to purchase from the Corporation
upon exercise thereof in accordance with the terms hereof that
number of Common Shares of the Corporation having an aggregate
Market Price on the date of the occurrence of such Flip-in Event
equal to twice the Exercise Price for an amount in cash equal to
the Exercise Price (such Right to be appropriately adjusted in a
manner analogous to the applicable adjustment provided for in
Section 2.3 hereof in the event that after such date of occurrence
an event of a type analogous to any of the events described in
Section 2.3 hereof shall have occurred with respect to such Common
Shares).

(2)     Notwithstanding anything in this Agreement to the contrary,
upon the occurrence of any Flip-in Event, any Rights that are
Beneficially Owned by (i) an Acquiring Person, or any Affiliate or
Associate of an Acquiring Person, or any Person acting jointly or
in concert with an Acquiring Person or any Affiliate or Associate
of such Acquiring Person, or any Affiliate or Associate of such
Person so acting jointly or in concert, or (ii) a transferee or
other successor in title of Rights, directly or indirectly, of an
Acquiring Person (or of any Affiliate or Associate of an Acquiring
Person) or of any Person acting jointly or in concert with an
Acquiring Person or any Associate or Affiliate of an Acquiring
Person (or of any Affiliate or Associate of such Person so acting
jointly or in concert) who becomes a transferee or successor in
title concurrently with or subsequent to the Acquiring Person
becoming such, shall become null and void without any further
action, and any holder of such Rights (including transferees or
successors in title) shall not have any rights whatsoever to
exercise such Rights under any provision of this Agreement and
shall not have thereafter any other rights whatsoever with respect
to such Rights, whether under any provision of this Agreement or
otherwise.

                           ARTICLE 4
                      THE RIGHTS AGENT

4.1     General.

(1)     The Corporation hereby appoints the Rights Agent to act
as agent for the Corporation in accordance with the terms and
conditions hereof, and the Rights Agent hereby accepts such
appointment.  The Corporation may from time to time appoint such
Co-Rights Agents ("Co-Rights Agents") as it may deem necessary
or desirable.  In the event the Corporation appoints one or more
Co-Rights Agents, the respective duties of the Rights Agent and
Co-Rights Agents shall be as the Corporation may determine.
The Corporation also agrees to indemnify the Rights Agent for,
and to hold it harmless against, any loss, liability, or expense,
incurred without negligence, bad faith or wilful misconduct on
the part of the Rights Agent, for anything done or omitted by the
Rights Agent in connection with the acceptance and administration
of this Agreement, including the costs and expenses of defending
against any claim of liability, which right to indemnification
will survive the termination of this Agreement.

     The Corporation agrees to pay to the Rights Agent reasonable
compensation for all services rendered by it hereunder and, from
time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and other disbursements incurred in the
administration and execution of this Agreement and the exercise
and performance of its duties hereunder.

(2)     The Rights Agent shall be protected and shall incur no
liability for or in respect of any action taken, suffered or
omitted by it in connection with its administration of this
Agreement in reliance upon any certificate for Voting Shares or
Common Shares or any Rights Certificate or certificate for other
securities of the Corporation, instrument of assignment or
transfer, power of attorney, endorsement, affidavit, letter,
notice, direction, consent, certificate, statement, or other paper
or document believed by it to be genuine and to be signed,
executed and, where necessary, verified or acknowledged, by the
proper Person or Persons.

4.2     Merger or Amalgamation or Change of Name of Rights Agent.

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

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

4.3     Duties of Rights Agent.

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

     (a)     The Rights Agent may consult with legal counsel (who
may be legal counsel for the Corporation) and the opinion of
such counsel will be full and complete authorisation and protection
to the Rights Agent as to any action taken or omitted by it in
good faith and in accordance with such opinion;

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

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

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

     (e)     The Rights Agent will not be under any responsibility
in respect of the validity of this Agreement or the execution
and delivery hereof (except the due authorisation, execution and
delivery hereof by the Rights Agent) or in respect of the
validity or execution of any Common Share certificate or Rights
Certificate (except its countersignature thereof); nor will it
be responsible for any breach by the Corporation of any covenant
or condition contained in this Agreement or in any Rights
Certificate; nor will it be responsible for any change in the
exercisability of the Rights (including the Rights becoming void
pursuant to Subsection 3.1(2)) or any adjustment required under
the provisions of Section 2.3 or responsible for the manner,
method or amount of any such adjustment or the ascertaining of the
existence of facts that would require any such adjustment (except
with respect to the exercise of Rights after receipt of the
certificate contemplated by Section 2.3 describing any such
adjustment); nor will it by any act hereunder be deemed to make
any representation or warranty as to the authorisation of any Common
Shares to be issued pursuant to this Agreement or any Rights or as
to whether any Common Shares will, when issued, be duly and validly
authorised, executed, issued and delivered and fully paid and
non-assessable;

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

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

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

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

4.4     Change of Rights Agent.

     The Rights Agent may resign and be discharged from its duties
under this Agreement upon 90 days' notice (or such lesser notice
as is acceptable to the Corporation) in writing mailed to the
Corporation and to each transfer agent of Common Shares by
registered or certified mail, and to the holders of the Rights
in accordance with Section 5.8.  The Corporation may remove the
Rights Agent upon 30 days' notice in writing, mailed to the
Rights Agent and to each transfer agent of the Common Shares by
registered or certified mail, and to the holders of the Rights in
accordance with Section 5.8.  If the Rights Agent should resign
or be removed or otherwise become incapable of acting, the
Corporation will appoint a successor to the Rights Agent.  If the
Corporation fails to make such appointment within a period of 30
days after such removal or after it has been notified in writing
of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of any Rights (which
holder shall, with such notice, submit such holder's Rights
Certificate for inspection by the Corporation), then the holder
of any Rights may apply to any court of competent jurisdiction
for the appointment of a new Rights Agent.  Any successor Rights
Agent, whether appointed by the Corporation or by such a court,
shall be a corporation incorporated under the laws of Canada or a
province thereof authorised to carry on the business of a trust
company.  After appointment, the successor Rights Agent will be
vested with the same powers, rights, duties and responsibilities
as if it had been originally named as Rights Agent without further
act or deed; but the predecessor Rights Agent shall deliver and
transfer to the successor Rights Agent any property at the time held
by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose.  Not later than
the effective date of any such appointment, the Corporation will
file notice thereof in writing with the predecessor Rights Agent and
each transfer agent of the Common Shares, and mail a notice thereof
in writing to the holders of the Rights.  Failure to give any
notice provided for in this Section 4.4, however, or any defect
therein, shall not affect the legality or validity of the resignation
or removal of the Rights Agent or the appointment of the successor
Rights Agent, as the case may be.

                              ARTICLE 5
                            MISCELLANEOUS

5.1     Redemption and Waiver.

(1)     Subject to the prior consent of the holders of Voting Shares
or Rights obtained as set forth in Section 5.4(2) or Section 5.4(3)
hereof, as applicable, the Board of Directors acting in good faith
may, at any time prior to the occurrence of a Flip-in Event, elect
to redeem all but not less than all of the then outstanding Rights
at a redemption price of $0.00001 per Right appropriately adjusted
in a manner analogous to the applicable adjustment provided for in
Section 2.3 hereof in the event that an event of the type described
in Section 2.3 hereof shall have occurred (such redemption price
being herein referred to as the "Redemption Price").

(2)     Subject to the prior consent of the holders of Voting Shares
obtained as set forth in Section 5.4(2) hereof, the Board of
Directors may, at any time prior to the occurrence of a Flip-in Event
as to which the application of Section 3.1 hereof has not been
waived pursuant to this Section 5.1, if such Flip-in Event would occur
by reason of an acquisition of Voting Shares otherwise than pursuant
to a Take-over Bid made by means of a Take-over Bid circular to all
registered holders of Voting Shares and otherwise than in the
circumstances set forth in Section 5.1(4) hereof, waive the application
of Section 3.1 hereof to such Flip-in Event.  In such event, the Board
of Directors shall extend the Separation Time to a date at least ten
(10) Business Days subsequent to the meeting of shareholders called
to approve such waiver.

(3)     The Board of Directors acting in good faith, may, prior to
the occurrence of a Flip-in Event, and upon prior written notice
delivered to the Rights Agent, determine to waive the application of
Section 3.1 hereof to a Flip-in Event that may occur by reason of a
Take-over Bid made by means of a Take-over Bid circular to all
registered holders of Voting Shares; provided that if the Board of
Directors waives the application of Section 3.1 hereof to a particular
Flip-in Event pursuant to this Section 5.1(3), the Board of Directors
shall be deemed to have waived the application of Section 3.1 hereof
to any other Flip-in Event occurring by reason of any Take-over Bid
made by means of a Take-over Bid circular to all registered holders of
Voting Shares prior to the expiry of any Take-over Bid in respect of
which a waiver is, or is deemed to have been granted, pursuant to
this Section 5.1(3).

(4)     The Board of Directors may, prior to the close of business on
the tenth (10th) day following the Stock Acquisition Date, determine,
upon prior written notice delivered to the Rights Agent, to waive or
to agree to waive the application of Section 3.1 hereof to a Flip-in
Event, provided that both of the following conditions are satisfied:

     (a)     the Board of Directors has determined that a Person
became an Acquiring Person by inadvertence and without any intention
to become, or knowledge that Person would become, an Acquiring Person;
and

     (b)     such Acquiring Person has reduced its Beneficial Ownership
of Voting Shares (or has entered into a contractual arrangement with
the Corporation, acceptable to the Board of Directors, to do so within
thirty (30) days of the date on which such contractual arrangement is
entered into) such that at the time the waiver becomes effective
pursuant to this Section 5.1(4) it is no longer an Acquiring Person;

and in the event of such a waiver, for the purposes of this Agreement,
the Flip-in Event shall be deemed never to have occurred.

(5)     Where a Person acquires pursuant to a Permitted Bid, a
Competing Bid or an Exempt Acquisition under Section 5.1(3) above,
outstanding Voting Shares, then the Corporation shall immediately upon
the consummation of such acquisition redeem the Rights at the
Redemption Price.

(6)     If the Corporation is obligated under Section 5.1(5) above to
redeem the Rights, or if the Board of Directors elects under Section
5.1(1) above or Section 5.1(8) below to redeem the Rights, the right
to exercise the Rights will thereupon, without further action and
without notice, terminate and each Right will after redemption be null
and void and the only right thereafter of the holders of Rights shall
be to receive the Redemption Price.

(7)     Within ten (10) days after the Corporation is obligated under
Section 5.1(5) above to redeem the Rights, or the Board of Directors
elects under Section 5.1(1)) above or Section 5.1(8) below to redeem
the Rights, the Corporation shall give notice of redemption to the
holders of the then outstanding Rights by mailing such notice to all
such holders at their last address as they appear upon the Rights
Register or, prior to the Separation Time, on the registry books of
the transfer agent for the Common Shares.  Any notice which is mailed
in the manner herein provided shall be deemed given, whether or not
the holder receives the notice.  Each such notice of redemption will
state the method by which the payment of the Redemption Price will be
made.  The Corporation may not redeem, acquire or purchase for value
any Rights at any time in any manner other than that specifically set
forth in this Section 5.1 and other than in connection with the
purchase of Common Shares prior to the Separation Time.

(8)     Where a Take-over Bid that is not a Permitted Bid Acquisition
is withdrawn or otherwise terminated after the Separation Time has
occurred and prior to the occurrence of a Flip-in Event, the Board of
Directors may elect to redeem all the outstanding Rights at the
Redemption Price.

(9)     Notwithstanding the Rights being redeemed pursuant to Section
5.1(8) above, all the provisions of this Agreement shall continue to
apply as if the Separation Time had not occurred and Rights
Certificates representing the number of Rights held by each holder
of record of Common Shares as of the Separation Time had not been
mailed to each such holder and for all purposes of this Agreement the
Separation Time shall be deemed not to have occurred and the Rights
shall remain attached to outstanding Voting Shares, subject to and in
accordance with the provisions of this Agreement.

5.2     Expiration.

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

5.3     Issuance of New Rights Certificates.

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

5.4     Supplements and Amendments.

(1)     The Corporation may from time to time supplement or amend
this Agreement without the approval of any holders of Rights or
Voting Shares to correct any clerical or typographical error or
to maintain the validity of the Agreement as a result of a change
in any applicable legislation or regulations or rules thereunder.

        Notwithstanding anything in this Section 5.4 to the
contrary, no supplement or amendment shall be made to the
provisions of article 4 hereof except with the written concurrence
of the Rights Agent to such supplement or amendment.

(2)     Subject to Section 5.4(1) above, the Corporation may,
with the prior consent of the holders of the Voting Shares
obtained as set forth below, at any time prior to the Separation
Time amend, vary or rescind any of the provisions of this
Agreement and the Rights (whether or not such action would
materially adversely affect the interests of the holders of
Rights generally).  Such consent shall be deemed to have been
given if provided by the holders of Voting Shares at a meeting of
the holders of Voting Shares, which meeting shall be called and
held in compliance with applicable laws and regulatory
requirements and the requirements in the articles and by-laws
of the Corporation.  Subject to compliance with any requirements
imposed by the foregoing, consent shall be deemed to have been
given if the proposed amendment, variation or revision is approved
by the affirmative vote of a majority of the votes cast by all
holders of Voting Shares (other than any holder of Voting Shares
who is an Offeror pursuant to a Take-over Bid that is not a
Permitted Bid or Competing Bid with respect to all Voting Shares
Beneficially Owned by such Person), represented in person or by
proxy at the meeting.

(3)     The Corporation may, with the prior consent of the holders
of Rights, at any time after the Separation Time and before the
Expiration Time, amend, vary or rescind any of the provisions of
this Agreement and the Rights (whether or not such action would
materially adversely affect the interests of the holders of
Rights generally).

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

(5)     The Corporation shall be required to provide the Rights
Agent with notice in writing of any such amendment, variation or
deletion to this Agreement as referred to in this Section 5.4
within 5 days of effecting such amendment, variation or deletion.

(6)     Any supplements or amendments made by the Corporation to
this Agreement pursuant to Section 5.4(1) above which are
required to maintain the validity of this Agreement as a result
of any change in any applicable legislation or regulations or
rules thereunder shall:

     (a)     if made before the Separation Time, be submitted
to the shareholders of the Corporation at the next meeting of
shareholders and the shareholders may, by the majority referred
to in Section 5.4(2) above confirm or reject such amendment; and

     (b)     if made after the Separation Time, be submitted to
the holders of Rights at a meeting to be called for on a date
not later than immediately following the next meeting of
shareholders of the Corporation and the holders of Rights may,
by resolution passed by the majority referred to in Section
5.4(4) above, confirm or reject such amendment.

     A supplement or amendment of the nature referred to in
this Section 5.4(6) shall be effective from the date of the
resolution of the Board of Directors adopting such supplement
or amendment until it is confirmed or rejected or until it
ceases to be effective (as described in the next sentence)
and, where such supplement or amendment is confirmed, it
continues in effect in the form so confirmed.  If such supplement
or amendment is rejected by the shareholders or the holders of
Rights or is not submitted to the shareholders or holders of
Rights as required, then such supplement or amendment shall
cease to be effective from and after the termination of the
meeting at which it was rejected or to which it should have
been but was not submitted or from and after the date of the
meeting of holders of Rights that should have been but was not
held, and no subsequent resolution of the Board of Directors
to amend, vary or delete any provision of this Agreement to
substantially the same effect shall be effective until confirmed
by the shareholders or holders of Rights, as the case may be.

5.5     Fractional Rights and Fractional Shares.

(1)     The Corporation shall not be required to issue
fractions of Rights or to distribute Rights Certificates which
evidence fractional Rights.  Any such fractional Right shall
be null and void and the Corporation will not have any
obligation or liability in respect thereof.

(2)     The Corporation shall not be required to issue
fractions of Common Shares or other securities upon exercise
of the Rights or to distribute certificates which evidence
fractional Common Shares or other securities.  In lieu of
issuing fractional Common Shares or other securities, the
Corporation shall pay to the registered holders of Rights
Certificates at the time such Rights are exercised as herein
provided, an amount in cash equal to the same fraction of the
Market Price of one Common Share.  The Rights Agent shall
have no obligation to make any payments in lieu of fractional
Common Shares unless the Corporation shall have provided the
Rights Agent with the necessary funds to pay in full all amounts
payable in accordance with Section 2.2(5).

5.6     Rights of Action.

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

5.7     Notice of Proposed Actions.

     In case the Corporation shall propose after the Separation
Time and prior to the Expiration Time to effect the liquidation,
dissolution or winding-up of the Corporation or the sale of all
or substantially all of the Corporation's assets, then, in each
such case, the Corporation shall give to each holder of a Right,
in accordance with Section 5.8 hereof, a notice of such proposed
action, which shall specify the date on which such liquidation,
dissolution, winding up, or sale is to take place, and such
notice shall be so given at least twenty (20) Business Days prior
to the date of taking of such proposed action.

5.8     Notices.

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

          Intertape Polymer Group Inc.
          110 E Montee de Liesse
          Ville St-Laurent, Quebec
          H4T 1N4

          Attention:     President and Chief Executive Officer
          Telephone:     (514) 731-7591
          Telecopier:    (514) 731-5039

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

          CIBC Mellon Trust Company
          2001 University
          16th Floor
          Montreal, Quebec
          H3A 2A6
          Attention:     Manager
          Telephone:     (514) 285-3603
          Telecopier:    (514) 285-3640

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

5.9     Successors.

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

5.10     Benefits of this Agreement.

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

5.11	Governing Law.

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

5.12	Severability.

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

5.13	Effective Date.

     This Agreement is effective and in full force and effect
in accordance with its terms and conditions as of and from August
 24, 1993 (the "Effective Date").

5.14	Determinations and Actions by the Board of Directors.

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

5.15	Rights of Board, Corporation and Offeror.

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

5.16	Regulatory Approvals.

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

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

     If in the opinion of the Board of Directors (who may rely
upon the advice of counsel) any action or event contemplated
by this Agreement would require compliance with the securities
laws or comparable legislation of a jurisdiction outside Canada
and the United States of America, the Board of Directors acting
in good faith may take such actions as it may deem appropriate
to ensure such compliance.  In no event shall the Corporation
or the Rights Agent be required to issue or deliver Rights or
securities issuable on exercise of Rights to Persons who are
citizens, residents or nationals of any jurisdiction other than
Canada or the United States in which such issue or delivery would
be unlawful without registration of the relevant Persons or
securities for such purposes, or (until such notice is given as
required by law) without advance notice to any regulatory or
self-regulatory body.

5.18	Time of the Essence.

     Time shall be of the essence in this Agreement.

5.19	Execution in Counterparts.

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

     IN WITNESS WHEREOF, the parties have executed this Agreement.

INTERTAPE POLYMER GROUP INC.              CIBC MELLON TRUST COMPANY


By:___________________________            By:______________________
     Melbourne F. Yull                        Authorized Signatory
     Chairman of the Board and
     Chief Executive Officer



By:___________________________            By:______________________
     Andrew M. Archibald                      Authorized Signatory
     Chief Financial Officer, Secretary
     and Vice President Administration

<PAGE>

                              SCHEDULE 2.2(3)

                       FORM OF RIGHTS CERTIFICATE

Certificate No. ____________                          ___________ Rights

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

                            RIGHTS CERTIFICATE

     This certifies that _______________ or registered assigns, is
the registered holder of the number of Rights set forth above each of
which entitles the registered holder thereof, subject to the terms,
provisions and conditions of the Amended and Restated Shareholder
Protection Rights Plan Agreement dated August 24, 1993, as amended and
restated from time to time (the "Rights Agreement"), between Intertape
Polymer Group Inc., a Corporation amalgamated under the Canada
Business Corporations Act (the "Corporation"), and CIBC Mellon Trust
Company (formerly known as The R-M Trust Company), a trust company
incorporated under the laws of Canada, as rights agent (the "Rights
Agent", which term shall include any successor Rights Agent under the
Rights Agreement) to purchase from the Corporation at any time after
the Separation Time (as such term is defined in the Rights Agreement)
and prior to the Expiration Time (as such term is defined in the
Rights Agreement) (or such earlier expiration time as is provided in
the Rights Agreement) one fully paid common share of the Corporation
(a "Common Share") at the Exercise Price referred to below, upon
presentation and surrender of this Rights Certificate together with
the Form of Election to Exercise duly executed and submitted to the
Rights Agent at its principal office in the City of Montreal.  The
Exercise Price shall initially be $100 (Canadian) per Right and shall
be subject to adjustment in certain events as provided in the Rights
Agreement.

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

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

     This Rights Certificate, with or without other Rights
Certificates, upon surrender at any of the offices of the Rights
Agent designated for such purpose, may be exchanged for another
Rights Certificate or Rights Certificates of like tenor and date
evidencing an aggregate number of Rights entitling the holder to
purchase a like aggregate number of Common Shares as the Rights
evidenced by the Rights Certificate or Rights Certificates
surrendered.  If this Rights Certificate shall be exercised in
part, the registered holder shall be entitled to receive, upon
surrender hereof, another Rights Certificate or Rights Certificates
for the number of whole Rights not exercised.

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

     No fractional Common Shares will be issued upon the exercise
of any Right or Rights evidenced hereby.

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

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

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

INTERTAPE POLYMER GROUP INC.

Date:  __________________________

By:__________________________       By:_________________________

Title:_______________________       Title:______________________

Countersigned:

CIBC MELLON TRUST COMPANY

By __________________________

<PAGE>

              (To be attached to each Rights Certificate)

                      FORM OF ELECTION TO EXERCISE

TO:     INTERTAPE POLYMER GROUP INC.

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

                    _______________________________
                                (NAME)
                    _______________________________
                               (ADDRESS)
                    _______________________________
                     (CITY AND STATE OR PROVINCE)

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

                    _______________________________
                                (NAME)
                    _______________________________
                               (ADDRESS)
                    _______________________________
                     (CITY AND STATE OR PROVINCE)
__________________________________________________________________
       SOCIAL INSURANCE, SOCIAL SECURITY OR OTHER TAXPAYER
                       IDENTIFICATION NUMBER

Dated ___________________________

Signature Guaranteed  ____________________________________________
                      Signature

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

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

                       To be completed if true

     The undersigned hereby represents, for the benefit of all holders
of Rights and Common Shares, that the Rights evidenced by this Rights
Certificate are not, and, to the knowledge of the undersigned, have
never been, Beneficially Owned by an Acquiring Person or an
Affiliate or Associate thereof or any Person acting jointly or in
consent with any of the foregoing or any Affiliate or Associate of
such Person (as defined in the Rights Agreement).

                          _____________________________________________
                          Signature

<PAGE>
                               NOTICE

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

<PAGE>

                        FORM OF ASSIGNMENT

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

FOR VALUE RECEIVED ______________________________________________ hereby

sells, assigns and transfers unto ______________________________________

         _______________________________________________________
         (Please print name and address of transferee)

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

Dated __________________________

Signature Guaranteed      ______________________________________________
                          Signature

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

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

                       To be completed if true

     The undersigned hereby represents, for the benefit of all holders
of Rights and Common Shares, that the Rights evidenced by this Rights
Certificate are not and, to the knowledge of the undersigned, have never
been, Beneficially Owned by an Acquiring Person or an Affiliate or
Associate thereof or any Person acting jointly or in consent with any
of the foregoing (as defined in the Rights Agreement).


                          _____________________________________________
                          Signature

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