INTERTAPE POLYMER GROUP INC.

                                   NOTICE OF
                          ANNUAL AND SPECIAL MEETING
                               OF SHAREHOLDERS

                                to be held on

                                June 11, 2003

                                    LOGO
<PAGE>

                          INTERTAPE POLYMER GROUP INC.

               110 E Montee de Liesse, St. Laurent, Quebec, H4T 1N4


               NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

     NOTICE IS HEREBY GIVEN that the Annual and Special Meeting (the "Meeting")
of Shareholders of INTERTAPE POLYMER GROUP INC. (the "Corporation") will be
held in the Picasso Room of the Hotel Sofitel Montreal, 1155 Sherbrooke Street
West, Montreal, Quebec, on June 11, 2003, at 4:00 o'clock in the afternoon,
for the purposes of:

     (1)  receiving the consolidated financial statements for the year ended
          December 31, 2002, together with the auditors' report thereon;

     (2)  electing a board of seven directors to serve until the next annual
          meeting of shareholders;

     (3)  appointing auditors and authorizing the directors to fix their
          remuneration;

     (4)  considering and, if deemed advisable, approving, ratifying and
          confirming amendments to the Corporation's general by-laws;

     (5)  considering and, if deemed advisable, approving, ratifying and
          confirming the Corporation's amended and restated Shareholder
          Protection Rights Plan Agreement; and

     (6)  transacting such other business as may properly be brought before
          the Meeting.

The specific details of all matters proposed to be put before the Meeting are
set forth in the accompanying Management Proxy Circular.

Only holders of record of common shares of the Corporation at the close of
business on May 7, 2003 will be entitled to vote at the Meeting.

By Order of the Board of Directors,

LOGO

ANDREW M. ARCHIBALD, C.A.
Chief Financial Officer,
Secretary,
Vice President, Administration
St. Laurent, Quebec
May 7, 2003

SHAREHOLDERS WHO ARE UNABLE TO BE PRESENT AT THE MEETING ARE REQUESTED TO
COMPLETE AND RETURN THE ENCLOSED FORM OF PROXY IN THE ENVELOPE PROVIDED FOR
THAT PURPOSE. PROXIES MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE TRANSFER
AGENT OF THE CORPORATION NOT LESS THAN 48 HOURS PRIOR TO THE MEETING.
<PAGE>



                          MANAGEMENT PROXY CIRCULAR

Solicitation of Proxies

     This Management Proxy Circular (the "Circular"), which is being mailed to
shareholders on or about May 16, 2003, is furnished in connection with the
solicitation by the management of Intertape Polymer Group Inc. (the
"Corporation") of proxies to be used at the Annual and Special Meeting of
Shareholders of the Corporation (the "Meeting") to be held on June 11, 2003 at
the time and place and for the purposes set forth in the accompanying notice
of Annual and Special Meeting of Shareholders, or any adjournment thereof. The
solicitation will be primarily by mail but may also be made by telephone or
other means of telecommunication by regular employees of the Corporation at
nominal cost. The cost of the solicitation will be borne by the Corporation.

     All dollar amounts set forth in this Circular are in Canadian dollars,
except as otherwise indicated.

Appointment of Proxyholders and Revocation of Proxies

     A shareholder may appoint as proxyholder a person other than the directors
of the Corporation named in the accompanying form of proxy to attend and vote
at the Meeting in his stead, and may do so by inserting the name of such other
person, who need not be a shareholder, in the blank space provided in the
form of proxy or by completing another proper form of proxy.

     In order for proxies to be recognized at the Meeting, the completed forms
of proxy must be received at the office of the Corporation's Canadian transfer
agent, CIBC Mellon Trust Company, 2001 University Street, 16th Floor,
Montreal, Quebec, not less than 48 hours prior to the Meeting.

     A shareholder, or his attorney authorized in writing, who executed a form
of proxy may revoke it in any manner permitted by law, including the
depositing of an instrument of revocation in writing at the principal place of
business of the Corporation, 110E Montee de Liesse, St. Laurent, Quebec
H4T 1N4, at any time up to and including the last business day preceding the
day of the Meeting or an adjournment thereof or with the Chairman of the
Meeting or an adjournment thereof on the day of the Meeting but prior to the
use of the proxy at the Meeting.

Non-Registered Holders

     The information set forth in this section is important to the many
shareholders who do not hold their common shares of the Corporation in their
own names (the "Non-Registered Holders"). Non-Registered Holders should note
that only proxies deposited by shareholders whose names appear on the records
of the Corporation as the registered holders of shares can be recognized and
acted upon at the Meeting. However, in many cases, common shares of the
Corporation beneficially owned by a Non-Registered Holder are registered
either:

     a)  In the name of an intermediary (an "Intermediary") that the Non-
         Registered Holder deals with in respect of the common shares, such as,
         among others, banks, trust companies, securities dealers or brokers
         and trustees or administrators of self-administered RRSPs, RRIFs,
         RESPs and similar plans; or

     b)  In the name of a clearing agency (such as The Canadian Depository
         for Securities Limited or "CSD") of which the Intermediary is a
         participant.

     In accordance with the requirements of National Instrument Policy 54-101
of the Canadian Securities Administrators, the Corporation has distributed
copies of the Notice of Meeting, this Management Proxy Circular, the form of
proxy and the 2002 Annual Report including management's discussion and analysis
(collectively, the "Meeting Materials") to the clearing agencies and
Intermediaries for onward distribution to Non-Registered Holders.

     Intermediaries are required to forward the Meeting Materials to Non-
Registered Holders unless a Non-Registered Holder has waived the right to
receive them. Very often, Intermediaries will use service companies to forward
the Meeting Materials to Non-Registered Holders. Generally, Non-Registered
Holders who have not waived the right to receive the Meeting Materials will
either:

     1.  Be given a proxy which is signed by the Intermediary (typically by a
         facsimile, stamped signature) and already sets forth the number of
         common shares beneficially owned by the Non-Registered Holder but
         which is otherwise uncompleted. This form of proxy need not be signed
         by the Non-Registered Holder. The Non-Registered Holder who wishes to
         submit a proxy should properly complete the form of proxy and deposit
         it with CIBC Mellon Trust Company as described above;

     2.  More typically, be given a voting instruction form which must be
         completed and signed by the Non-Registered Holder in accordance with
         the directions on the CIBC Mellon Trust Company voting instruction
         form.

     The majority of brokers now delegate responsibility for obtaining
instructions from clients to ADP Investor Communications Corporation ("ADP"
formerly IICC). ADP typically mails a proxy form to the Non-Registered Holders
and asks Non-Registered Holders to return the proxy form to ADP (the ADP form
also allows completion of the voting instructions form by telephone.) ADP
then tabulates the results of all instructions received and provides
appropriate instructions respecting the voting of shares to be represented at
a shareholders' meeting. A Non-Registered Holder receiving a proxy form from
ADP cannot use that proxy to vote shares directly at the Meeting. The proxy
must be returned to ADP well in advance of the Meeting in order to have the
shares voted.

     Shares held by brokers or their agents or nominees can be voted for or
against resolutions only upon the instructions of the Non-Registered Holder.
Without specific instructions, brokers and their agents and nominees are
prohibited from voting shares for the broker's clients. The purpose of these
procedures is to permit Non-Registered Holders to direct the voting of the
common shares they beneficially own.

     Should a Non-Registered Holder who receives either a proxy or a voting
instruction form wish to attend and vote at the Meeting in person (or have
another person attend and vote on behalf of the Non-Registered Holder), the
Non-Registered Holder should strike out the names of the persons named in the
proxy and insert the Non-Registered Holder's (or such other person's) name in
the blank space provided, or, in the case of a voting instruction form,
follow the corresponding directions on the form. In either case, Non-Registered
Holders should carefully follow the instructions of their Intermediaries and
their service companies and ensure that instructions respecting the voting of
their shares are communicated to the appropriate person.

Exercise of Discretion by Proxyholders

     The persons whose names are printed on the accompanying form of proxy
will, on a show of hands or any ballot that may be called for, vote or withhold
from voting the shares in respect of which they are appointed in accordance
with the direction of the shareholder appointing them. If no choice is
specified by the shareholder, the shares will be voted for the election of the
nominees for directors set forth in this Circular under the heading "Election
of Directors", for the appointment of the auditors set forth in this Circular
under the heading "Appointment and Remuneration of Auditors", for the approval
of the amendments to be made to the Corporation's General By-Laws set forth
in this Circular under the heading "Amendment to the General By-Laws of the
Corporation" and for the approval of the amendment and restatement of the
Corporation's Shareholder Protection Rights Plan set forth in this Circular
under the heading "Amendment and Restatement to the Corporation's Shareholder
Protection Rights Plan".

     The enclosed form of proxy confers discretionary authority upon the
persons named therein with respect to amendments or variations to matters
identified in the notice of the Meeting and to other matters which may properly
come before the Meeting. As at the date hereof, management knows of no such
amendment, variation or other matters to come before the Meeting. If any
matters which are not now known should properly come before the Meeting, the
persons named in the form of proxy will vote on such matters in accordance
with their best judgment.

Shareholder Proposals for 2004 Annual Meeting

     Shareholder proposals intended to be presented at the Corporation's 2004
Annual Meeting of Shareholders must be submitted for inclusion in the
Corporation's proxy materials prior to March 1, 2004.

Voting Shares and Principal Holders Thereof

     As at May 7, 2003, the Corporation had 33,821,074 common shares
outstanding, being the only class of shares entitled to be voted at the
Meeting. Each holder of such shares is entitled to one vote for each share
registered in his name as at the close of business on May 7, 2003, being the
date fixed by the Board of Directors of the Corporation for the determination
of the registered holders of such shares who are entitled to receive the
Notice of Annual and Special Meeting of Shareholders enclosed herewith (the
"Record Date"). In the event that such a shareholder transfers the ownership
of any of his shares after the Record Date, the transferee of such shares
shall be entitled to vote at the Meeting if he produces properly endorsed
share certificates or otherwise establishes proof of his ownership of the
shares and demands, not later than ten days before the Meeting, that his name
be included in the list of shareholders entitled to vote. This list of
shareholders will be available for inspection on and after the Record Date
during usual business hours at the registered office of the Corporation and
at the Meeting.

     To the knowledge of the directors and officers of the Corporation, no
person beneficially owns or exercises control or direction over shares
carrying more than ten percent of the voting rights attached to all shares
of the Corporation.

Election of Directors

     The Articles of the Corporation stipulate that the Board of Directors
shall consist of a minimum of one and a maximum of eleven directors. The
entire Board of Directors currently consists of seven members all of whom,
with the exception of Thomas E. Costello, were members of the Board prior to
the last annual shareholders meeting held on May 22, 2002. Thomas E. Costello
was appointed as a director of the Corporation on November 22, 2002 in order
to fill the vacancy created by Irvine Mermelstein's resignation as a director.
The following sets out information regarding each of the seven persons
proposed by management as nominees for election as directors to hold office
until the next succeeding annual meeting of shareholders of the Corporation
or until their successors are elected or appointed.

<TABLE>
<CAPTION>
                                                                                                  As at May 7, 2003
                                                                                             Control or Direction of the
                                                                                             Corporation is Exercised by
                                                                                                    Means of (1)
                                                                                            ____________________________
         Name                  Age       Position or office                                 Common         Options to
                                          with Corporation            Director Since	    Shares       Purchase Shares
<S>                            <C>    <C>                           <C>                     <C>              <C>
Melbourne F. Yull(4)           62     Director, Chairman of the     December 22, 1989(5)    543,449          869,000
                                      Board and Chief Executive
                                      Officer
Michael L. Richards(2)(4)      64     Director                      December 22, 1989(5)     77,600           38,000
Ben J. Davenport, Jr.(2)(4)    60     Director                      June 8, 1994             18,000           38,000
L. Robbie Shaw(2)(3)(4)        61     Director                      June 8, 1994              6,500           38,000
Gordon R. Cunningham(2)(3)(4)  58     Director                      May 21, 1998             15,000           29,000
J. Spencer Lanthier(3)(4)      62     Director                      June 20, 2001             2,000           20,000
Thomas E. Costello(3)(4)       63     Director                      November 22, 2002             0           12,500
                                                                                            _______        _________
                                                                                            662,549        1,044,500
</TABLE>
__________

(1)  This information, not being within the knowledge of the Corporation, was
     furnished by the respective nominees individually.

(2)  Member of Compensation Committee.

(3)  Member of Audit Committee.

(4)  Member of Nominating & Governance Committee

(5)  Director of the predecessor company since 1981.

     Melbourne F. Yull, a resident of Sarasota, Florida was appointed Chairman
of the Board and Chief Executive Officer on January 11, 1995, having been the
President and a director of the Corporation or a predecessor thereof since
1981.

     Michael L. Richards, a resident of Westmount, Quebec, is a senior partner
in the law firm Stikeman Elliott LLP, Montreal, Quebec.

     Ben J. Davenport, Jr., a resident of Chatham, Virginia, is the Chief
Executive Officer of Chatham Oil Company, a distributor of oil, gasoline and
propane. He also serves as Chairman and Chief Executive Officer of First
Piedmont Corporation, a waste hauling business.

     L. Robbie Shaw, a resident of Halifax, Nova Scotia, is the Vice-President
of Nova Scotia Community College.

     Gordon R. Cunningham, a resident of Toronto, Ontario, is President of
Cumberland Asset Management Corp., a discretionary investment management firm.

     J. Spencer Lanthier, a resident of Toronto, Ontario currently serves as a
member of the board of directors of several publicly traded corporations. From
1993 to 1999, Mr. Lanthier held the position of Chairman and Chief Executive
Officer of KPMG Canada and was a member of the KPMG international executive
committee and board of directors.

     Thomas E. Costello, a resident of Long Boat Key, Florida, was the Chief
Executive Officer, from 1991 to 2002, of xpedx, a wholly-owned subsidiary of
the International Paper Company.

     If any of the above nominees is for any reason unavailable to serve as a
director, proxies in favour of management will be voted for another nominee
in the discretion of the persons named in the form of proxy unless the
shareholder has specified in the proxy that his shares are to be withheld from
voting on the election of directors. The Board of Directors recommends a vote
in favour of each of the nominees.

Executive Compensation

1.    Summary Compensation Table

     The following table sets forth all compensation paid in respect of the
individuals who were, at December 31, 2002, the Chief Executive Officer and
the other four most highly compensated executive officers of the Corporation
(the "named executive officers").

<TABLE>
<CAPTION>
                                       SUMMARY COMPENSATION TABLE

                                                                                         Long-Term
                                                                                        Compensation
                                                                                           Awards
                                                                                       Securities Under
                                                                       Other Annual    Options Granted
                                          Salary         Bonus         Compensation      As At FY-End
Name and Principal Position       Year       $             $               ($)(1)            (#)
___________________________       ____    ______         _______       ____________    ________________
<S>                               <C>     <C>            <C>           <C>                 <C>
M.F. Yull                         2002    U.S.$475,000   U.S.$100,000   U.S.$50,190        819,000
  Chairman of the Board and       2001    U.S.$475,000              0   U.S.$42,828        668,000
  Chief Executive Officer         2000    U.S.$515,793              0   Cdn $20,587        568,000
H.D. McSween                      2002    U.S.$299,520   U.S.$ 25,000   U.S.$13,649        285,165
  President-Distribution          2001    U.S.$300,498              0   U.S.$12,730        205,165
  Products                        2000    U.S.$300,544              0   U.S.$16,991        372,308
A.M. Archibald                    2002    U.S.$238,796              0   U.S.$   585        244,543
  Chief Financial Officer,        2001    Cdn $350,144              0   Cdn $11,283        197,543
  Secretary, Vice President       2000    Cdn $354,886              0   Cdn $17,000        354,688
  Administration
J.B. Carpenter                    2002    U.S.$218,400    U.S.$15,000   U.S.$14,950         90,000
  President -                     2001    U.S.$220,040              0   U.S.$14,304         35,000
  Woven Products                  2000    U.S.$221,584              0   U.S.$ 9,125         60,000
D.R. Yull                         2002    U.S.$193,558    U.S.$15,000   U.S.$21,063        159,800
  Vice-President Sales &          2001    U.S.$178,156              0   U.S.$19,959        104,800
  Marketing                       2000    U.S.$154,005              0   U.S.$ 8,400         87,800
  Distribution Products
</TABLE>
__________

(1)     The amounts in this column relate primarily to taxable benefits on
        employee loans, to the Corporation's contributions to the pension plan
        and to expenses incurred by the Corporation in connection with
        automobiles that it puts at the disposal of certain of the named
        executive officers.

     The aggregate compensation for all executive officers and directors of
the Corporation who are not "named executive officers" for the fiscal year
ended December 31, 2002 amounts to U.S.$565,602.

2.    Executive Stock Option Plan

     The Corporation has established an ongoing Executive Stock Option Plan
which has been amended from time to time since 1996 (the "Plan"). The Plan is
administered by the Board of Directors. The shares offered under the Plan are
common shares of the Corporation. The Board of Directors designates from time
to time from the eligible executives those executives to whom options are to
be granted and determines the number of shares covered by such options.
Generally, participation in the Plan is limited to persons holding positions
that can have an impact on the Corporation's long-term results. The number of
common shares to which the options relate are determined by taking into
account, inter alia, the market price of the common shares and each optionee's
base salary. The exercise price payable for each common share covered by an
option is determined by the Board of Directors but will not be less than the
market value of the underlying common shares on the day preceding the effective
date of the grant. The Plan provides that options issued thereunder shall
vest 25% per year over four years.

     In 2002, the named executive officers who were granted stock options were
M.F. Yull who was granted 125,000 options, H.D. McSween, who was granted
80,000 stock options, A.M. Archibald who was granted 47,000 stock options,
J.B. Carpenter who was granted 55,000 stock options and D.R. Yull who was
granted 55,000 stock options.

     The following table sets forth each grant of options to the named
executive officers under the Plan during the financial year ended December
31, 2002.
<TABLE>
             OPTION GRANTS DURING THE FINANCIAL YEAR ENDED DECEMBER 31, 2002

<CAPTION>
                                 % of the Total
                                Number of Options
                                That Were Granted
                  Securities      To Employees
                    Under          During the                            Market Value of the
                   Options       financial Year       Exercise Price      Common Shares on
                   Granted       ended Dec. 31,         (S/Common         The Date of Grant
   Name              (#)             2002                Share)           ($/Common Share)      Expiration Date
______________    __________     ________________     ______________     ____________________   _______________
<S>                 <C>             <C>                 <C>                   <C>                <C>
M.F. Yull           60,000           9.4%               U.S.$ 9.92            U.S.$ 9.92         March 13, 2008
                    65,000          10.2%               U.S.$10.15            U.S.$10.15         July 22, 2008
H.D. McSween        40,000           6.3%               U.S.$ 9.92            U.S.$ 9.92         March 13, 2008
                    40,000           6.3%               U.S.$10.15            U.S.$10.15         July 22, 2008
A.M. Archibald      25,000           3.9%               Cdn $15.72            Cdn $15.72         March 13, 2008
                    22,000           3.5%               Cdn $15.93            Cdn $15.93         July 22, 2008
J.B. Carpenter      30,000           4.7%               U.S.$ 9.92            U.S.$ 9.92         March 13, 2008
                    25,000           3.9%               U.S.$10.15            U.S.$10.15         July 22, 2008
D.R. Yull           30,000           4.7%               U.S.$ 9.92            U.S.$ 9.92         March 13, 2008
                    25,000           3.9%               U.S.$10.15            U.S.$10.15         July 22, 2008
</TABLE>

     As further highlighted in the table below, no options were exercised by
any named executive officers, executive officers or senior officers of the
Corporation in the financial year ended December 31, 2002.

              AGGREGATED OPTION EXERCISES DURING THE FINANCIAL YEAR ENDED
                DECEMBER 31, 2002 AND FINANCIAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>


                    Securities     Aggregate
                     Acquired         Value
                   on Exercise      Realized
     Name              (#)            ($)       Exercisable/Unexercisable     Exercisable/Unexercisable
_______________    ___________     _________    _________________________     _________________________
<S>                     <C>            <C>          <C>                           <C>
M.F. Yull               0              0            440,000/375,000               1,829,280/1,545,000
H.D. McSween            0              0            146,665/138,500               604,260/570,620
A.M. Archibald          0              0            141,543/103,000               583,247/424,425
J.B. Carpenter          0              0            15,000/ 75,000                61,800/309,000
D.R. Yull               0              0            42,300/117,500                174,276/484,100
</TABLE>

3.     Pension Arrangements

     The Corporation maintains a defined contribution plan through its
Canadian subsidiary, Intertape Polymer Inc. ("IPI"), for its salaried employees
in Canada, including the named executive officers who are Canadian residents.

     Effective January 1, 2001, the Corporation amended and restated its USA
Employees' Retirement Plan to be a combined employee stock ownership plan and
401 (k) plan, to change the name of the plan to the "Intertape Polymer Group
Inc. USA Employees' Stock Ownership and Retirement Savings Plan" and to bring
the plan into compliance with recent legislative changes. The Corporation may
make annual discretionary matching contributions equal to a percentage of the
contributions made by employees, but in no event shall such contributions
exceed six percent of the employee's compensation deposited as elective
contributions. A subsidiary of the Corporation contributes to a multi-employer
plan for employees covered by collective bargaining agreements. The
Corporation's expense for such retirement savings plans for the year ended
December 31, 2002, was U.S.$2,585,000 (U.S.$2,295,000 in 2001 and
U.S.$2,013,000 in 2000).

4.     Employment Contracts and Termination of Employment

     The employment agreement which the Corporation entered into with M.F.
Yull on July 1, 1998 was amended on November 7, 2000 and further amended on
January 28, 2001. Pursuant to the terms of the employment agreement, as amended
(the "Agreement"), M.F. Yull agreed to continue to serve as Chairman of the
Board and Chief Executive Officer of the Corporation and its subsidiaries at
a fixed annual gross salary of U.S.$475,000 for the year 2001 and subsequently
at compensation levels to be reviewed annually by the Corporation in
accordance with its internal policies. M.F. Yull's fixed annual gross salary
for the year 2002 remained at U.S.$475,000 and his fixed annual gross salary
for the year 2003 is U.S.$491,625. The Agreement provides inter alia for annual
bonuses based on budgeted objectives of the Corporation. The Agreement also
provides for the payment of 36 months of M.F. Yull's remuneration in the event
of termination without cause or resignation within six months of a change of
control of the Corporation. Further, it provides for all options for the
acquisition of common shares of the Corporation previously granted to M.F. Yull
to become immediately vested and exercisable in the event of his termination
without cause, or his resignation within six months of a change of control of
the Corporation, or his retirement at any time after his 60th birthday or in
the event of his death, and that such options must be exercised within 36
months following the effective date of such termination, resignation,
retirement or death. In addition to his participation in the pension plan of
IPI, the Agreement provides that M.F. Yull will receive, upon his ceasing to
be an employee for any reason, a defined benefit supplementary pension
annually for life equal to two percent of his average annual gross salary for
the final five years of his employment multiplied by his years of service
with the Corporation. Furthermore, the Agreement provides that if during the
term of M.F. Yull's employment a bona fide offer is made to all shareholders
of the Corporation which, if accepted, would result in a change of control of
the Corporation, then, subject to any applicable law, all of M.F. Yull's
options which have not yet become vested and exercisable shall become vested
and exercisable immediately. Upon expiry of such bona fide offer, if it does
not result in a change of control of the Corporation, all of M.F. Yull's
unexercised options which were not vested prior to such offer, shall
immediately revert to their unvested status and to their former provisions
with respect to the time of their vesting.

     The Corporation has entered into agreements dated as of January 28, 2001
with each of Messrs. A.M. Archibald, W.A. Barnes, J.B. Carpenter, B.H.
Hildreth, J.A. Jackson, G.C. Jones, H.D. McSween, S. Nelson, E. Nugent, K.R.
Rogers, D.R. Yull and G.A. Yull. These agreements provide that if, within a
period of six months after a change in control of the Corporation, (a) the
executive voluntarily terminates his employment with the Corporation, or (b)
the Corporation terminates the executive's employment without cause, such
executive will be entitled to a lump sum in the case of his resignation or an
indemnity in lieu of notice in a lump sum in the case of his termination,
equal to 12 to 24 months of such executive's remuneration at the effective
date of such resignation or termination, depending on his seniority. In
addition, all options for the acquisition of common shares of the Corporation
previously granted to such executive shall become immediately vested and
exercisable and must be exercised by such executive within 90 days following
the effective date of such resignation or termination. Furthermore, these
agreements also provide that if during the term of the executive's employment
a bona fide offer is made to all shareholders of the Corporation which, if
accepted, would result in a change of control of the Corporation, then,
subject to any applicable law, all of the executive's options which have not
yet become vested and exercisable shall become vested and exercisable
immediately. Upon expiry of such bona fide offer, if it does not result in a
change of control of the Corporation, all of the executive's unexercised
options which were not vested prior to such offer, shall immediately revert
to their unvested status and to their former provisions with respect to the
time of their vesting.

5.     Composition of Compensation Committee and Report on Executive
Compensation

     The overall philosophy of the Corporation as regards compensation is to
be competitive with similar manufacturing companies in order to attract and
retain high-quality executives with the expertise and skills required in the
business of the Corporation.

     The Compensation Committee is composed of four directors, being Ben J.
Davenport, Jr., Michael L. Richards, L. Robbie Shaw and Gordon R. Cunningham.
The Compensation Committee is appointed by the Board to discharge the Board's
responsibilities relating to compensation of the Corporation's directors and
officers. The Compensation Committee has overall responsibility for approving
and evaluating the director and officer compensation plans, policies and
programs of the Corporation. The Compensation Committee has the sole authority
to retain any compensation consultant to be used to assist in the evaluation
of director, CEO or senior executive compensation.

     The Compensation Committee annually reviews and approves the corporate
goals and objectives relevant to the CEO's compensation, evaluates the CEO's
performance in light of those goals and objectives and recommends to the Board
the CEO's compensation level based on this evaluation. In determining the
long-term incentive component of CEO compensation, the Compensation Committee
will consider the Corporation's performance and relative shareholder return,
the value of similar incentive awards to CEOs at comparable companies and the
awards given to the CEO in past years. Based on these recommendations, the
Board fixes the CEO's compensation. The current CEO, M.F. Yull, does not
participate in the Compensation Committee's or the Board of Directors'
deliberations as regards to his compensation.

     The Compensation Committee is also responsible to undertake an annual
review and to make recommendations to the Board with respect to the
compensation of all other directors, all other officers and key executives of
the Corporation, including awards to be granted under the Corporation's
Executive Stock Option Plan described above. The recommendation for the
granting of stock incentive awards to executive officers are submitted to the
Board for approval. In arriving at its decisions, the Compensation Committee
reviews industry comparisons for similar sized companies and for other
companies in the packaging materials sector. The Compensation Committee also
may use surveys from independent consultants from time to time to provide
data to review in order to adjust its compensation policies.

     Three primary components comprise the Corporation's compensation program:
basic salary, annual bonuses based on performance and long-term stock options.
Each element of compensation fulfills a different role in the attraction,
retention and motivation of qualified officers and employees.

     In accordance with the foregoing, base salaries are established at levels
which will enable the Corporation and its subsidiaries to attract, retain and
reward executive officers who can effectively contribute to the long-term
success and objectives of the Corporation. The annual bonus program is formula-
based and is measured against pre-determined performance targets.

     Stock options are granted periodically at the discretion of the Board of
Directors and based on the aforementioned recommendations of the Compensation
Committee. Options are granted to provide key employees who have responsibility
for the management, growth and future success of the Corporation with an
opportunity for rewards as a result of stock price increases. The amount and
terms of outstanding options are taken into account when determining whether
and how many new options will be granted. To encourage continued service, the
options granted, if any, become exercisable over a four year period in four
equal annual instalments, commencing on the 1st anniversary of the date of the
grant. The options have no value if the stock price of the Corporation does
not appreciate. It is felt that this approach closely aligns the interests of
the executives and the shareholders.

     The above report has been submitted and approved by the following persons
who are the current members of the Corporation's Compensation Committee:

              Ben J. Davenport, Jr., Michael L. Richards,
              L. Robbie Shaw and Gordon R. Cunningham
<PAGE>

6.    Performance Graph

     The following graphs illustrate changes over the past five year period in
cumulative total shareholder return over the five-year period on the
Corporation's common shares with the cumulative shareholder returns on the
S&P/TSX Total Return Index (1st graph below) and on the S&P 500 (2nd graph
below), assuming reinvestment of all dividends.

       FIVE-YEAR TOTAL RETURN ON $100 INVESTMENT (DIVIDENDS REINVESTED)
     (Based on the Corporation's activity on The Toronto Stock Exchange)
                                (Canadian $)

                                   [GRAPH]

<TABLE>
<CAPTION>
               1997       1998       1999      2000     2001      2002
<S>          <C>        <C>        <C>       <C>      <C>       <C>
Intertape    $100.00    $127.25    $133.65   $ 36.56  $ 44.03   $21.58
S&P 500      $100.00    $ 98.27    $129.16   $138.81  $109.94   $96.30
</TABLE>

       FIVE-YEAR TOTAL RETURN ON $100 INVESTMENT (DIVIDENDS REINVESTED)
   (Based on the Corporation's activity on The New York Stock Exchange*)
                                   (US $)

                                  [GRAPH]
<TABLE>
<CAPTION>
               1997       1998       1999      2000     2001      2002
<S>          <C>        <C>        <C>       <C>      <C>       <C>
Intertape    $100.00    $116.99    $129.80   $ 34.16  $ 38.77   $19.23
S&P 500      $100.00    $128.34    $155.15   $141.14  $124.37   $96.88
</TABLE>

__________

(* Since August 16, 1999, the Corporation has traded on the NYSE. Prior to
that date the corporation traded on the AMEX.)

7.    Compensation of Directors

     In 2002, directors of the Corporation, who were not officers of the
Corporation, received an annual fee of U.S.$8,500 for their services as
directors and a fee of U.S.$750 for each board meeting attended (U.S.$375 for
telephone meetings). Furthermore, a total of 50,000 options to purchase common
shares of the Corporation were granted to directors of the Corporation who
were not officers of the Corporation. 45,000 of those options were granted at
an exercise price of U.S.$9.92 and 5,000 of those options were granted at an
exercise price of U.S.$4.85.

8.    Indebtedness of Directors and Officers

     As listed in the table below, certain officers of the Corporation are
currently indebted to the Corporation in respect of interest-free loans that
are payable on demand by the Corporation. As at May 7, 2003, the aggregate
indebtedness of all directors, executive officers and senior officers to the
Corporation entered into in connection with such loans was Cdn$606,884 and
U.S.$411,128. The following table summarizes the largest amount of such loans
outstanding during the year ended December 31, 2002 and the amount outstanding
as at May 7, 2003.

<TABLE>
  TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

                                                             Largest Amount
                                                               Oustanding         Amount
                                  Involvement of the         During FY-Ended    Outstanding
                                  Corporation or its          Dec. 31, 2002  as at May 7, 2003
Name and Principal Position           subsidiaries                 ($)              ($)
___________________________   _____________________________  _______________ _________________
<S>                           <C>                             <C>              <C>
M.F. Yull                     The Corporation is the Lender   U.S.$416,398     U.S.$216,398
  Chairman of the Board,                                      Cdn $425,002     Cdn $415,277
  Chief Executive Officer
  and a Director
G.A. Yull                     The Corporation is the Lender   U.S.$125,000     U.S.$125,000
  President - Film Products
A.M. Archibald                The Corporation is the Lender   Cdn $194,159     Cdn $160,255
  Chief Financial Officer,
  Secretary, Vice President
  Administration
Sal Vitale(1)                 The Corporation is the Lender   Cdn $ 77,783     Cdn $      0
  Vice-President - Finance
D.R. Yull -                   The Corporation is the Lender   U.S.$ 59,730     U.S.$ 59,730
  Vice-President Sales
  & Marketing - Distribution
  Products
H.D. McSween                  The Corporation is the Lender   Cdn $ 31,102     Cdn $ 31,102
  President - Distribution
  Products
J. Jackson                    The Corporation is the Lender   U.S.$ 10,000     U.S.$ 10,000
  Chief Information Officer
</TABLE>
__________

(1)     As a result of the Corporation moving its financial and accounting
head office function from Montreal, Quebec to Bradenton, Florida, Sal Vitale
decided to resign as Vice-President, Finance on November 22, 2002.

9.    Directors' and Officers' Insurance

     The Corporation maintains directors' and officers' liability insurance
covering liability, including defense costs, of directors and officers of the
Corporation incurred as a result of acting as such directors or officers,
provided they acted honestly and in good faith with a view to the best
interests of the Corporation. The current limit of insurance is
U.S.$25,000,000 and an annual premium of U.S.$205,000 was paid by the
Corporation in the last completed financial year with respect to the period
from December 2002 to December 2003. Claims payable to the Corporation are
subject to a retention of up to U.S.$500,000 per occurrence.

APPOINTMENT AND REMUNERATION OF AUDITORS

     Raymond Chabot Grant Thornton, Chartered Accountants, who have been the
auditors of the Corporation since December 22, 1989 and the auditors of the
predecessor company since 1981, will be nominated for appointment as the
Corporation's auditors to hold office until the next annual meeting of
shareholders at such remuneration as may be fixed by the Board of Directors.
a majority of the votes of the shareholders present or represented by proxy at
the Meeting is required for the approval of such matter. Representatives of
Raymond Chabot Grant Thornton will be present at the Meeting and will have
an opportunity to make a statement if they desire to do so. They will also be
available to respond to appropriate questions.

AMENDMENT TO THE GENERAL BY-LAWS OF THE CORPORATION

     At its meeting of April 24, 2003, the Board of Directors of the
Corporation passed a resolution (i) approving the repeal of the Corporation's
existing general by-law (currently referred to as By-Law No. One), and (ii)
enacting new General By-Law 2003-1 in replacement thereof. Generally, the
purpose of the replacement of the Corporation's existing general by-law with
General By-Law 2003-1 is to harmonize the Corporation's general by-laws with
the amendments to the Canada Business Corporations Act that came into force
on November 24, 2001 and to update and modernize the Corporation's general
by-law in order (i) to avoid duplication with existing provisions of law
provided under the Canada Business Corporations Act, and (ii) to simplify the
governance of the Corporation. General By-Law 2003-1 will, among other things,
provide greater flexibility to the Corporation in connection with the holding
of meetings of shareholders by permitting it to hold such meetings by
telephonic, electronic or other communications facilities.

     In order for the Corporation's existing general by-law to be repealed and
General By-Law 2003-1 to be adopted, the affirmative vote of a majority of
the votes cast by the holders of common shares, as a single class, present in
person or by proxy at the Meeting, in respect of the resolution to (i) repeal
the Corporation's existing general by-law (currently referred to as By-Law No.
One), and (ii) enact General By-Law 2003-1 in replacement thereof, will be
required. If this resolution is not approved at the Meeting then the
Corporation's existing general by-law will remain in effect and General By-Law
2003-1 will not come into force.

     A copy of the resolution by which the Corporation's existing general
by-law (currently referred to as By-Law No. One) will be repealed, and (ii)
General By-Law 2003-1 in replacement thereof will be adopted, is attached to
this Circular as Exhibit "A". A copy of new General By-Law 2003-1 is attached
to this Circular as Exhibit "B" for your convenience.

     The Board of Directors recommends that the shareholders vote in favour of
the resolution to (i) repeal the Corporation's existing general by-law
(currently referred to as By-Law No. One), and (ii) enact new General By-Law
2003-1 in replacement thereof. Unless instructions are given to vote against
the confirmation of such resolution, the persons whose names appear on the
enclosed proxy will vote in favour of the aforementioned resolution.

AMENDMENT AND RESTATEMENT TO THE CORPORATION'S SHAREHOLDER PROTECTION RIGHTS
PLAN AGREEMENT

     At the Meeting, the shareholders will be asked to consider and, if deemed
advisable, to approve, ratify and confirm amendments to the Corporation's
Shareholder Protection Rights Plan Agreement (the "Rights Plan"), that are
being implemented by, and the terms and conditions of which, are set forth in
the draft amended and restated Shareholder Protection Rights Plan Agreement
(the "2003 Rights Agreement") to be entered into by and between the Corporation
and CIBC Mellon Trust Company. If approved by the shareholders, the 2003
Rights Agreement will be approved by the Board of Directors immediately after
the Meeting.

     The Rights Plan was originally approved by the shareholders at the annual
and special meeting of shareholders of the Corporation held on August 24,
1993. At the annual and special meeting of shareholders held on May 21, 1998,
the shareholders of the Corporation approved the extension of the term of the
Rights Plan. The common share purchase rights (the "Rights") distributed
pursuant to the Rights Plan now expire on September 1, 2003. If the amendments
to the Rights Plan are approved by the shareholders, as such amendments are
set forth in the 2003 Rights Agreement, the Rights will expire on the date
immediately following the date of the Corporation's annual meeting of
shareholders to be held in 2006.

General Function of the 2003 Rights Agreement

     The 2003 Rights Agreement relies on the mechanism of the permitted bid to
ensure that a person seeking control of the Corporation gives shareholders
and the Board of Directors sufficient time to evaluate the bid. The permitted
bid is also designed to alleviate the coercive potential of a bid. Permitted
bids are common features in almost all Canadian and many United States
shareholder rights plans, their purpose being to allow a potential bidder to
avoid the dilutive features of a rights plan by making a bid in conformity
with the conditions specified in the permitted bid provisions. In Canada,
permitted bids are typically those made in accordance with corporate and
securities laws and additional conditions tailored to the individual
circumstances of the company. A summary of the permitted bid mechanism in the
2003 Rights Agreement, as well as a summary of the principal terms contained
therein are attached to this Circular as Exhibit "C". Further, a copy of the
full text of the 2003 Rights Agreement is attached to this Circular as
Exhibit "D".

Background and Objective

     In considering whether to extend the term and to amend the Rights Plan,
the Board of Directors considered the following concerns inherent in the
existing legislative framework governing take-over bids in Canada:

     (a)  Time.  A particular concern that arises in the context of a take-over
bid is the widely held view that applicable securities legislation does not
allow sufficient time for directors and shareholders to evaluate a take-over
bid and to consider, develop or pursue other alternatives which could maximize
shareholder value. Current Canadian legislation permits a take-over bid to
expire in 35 days after the date of announcement of the bid which, in the
view of Board of Directors (and other boards of directors) may not be
sufficient to permit shareholders to properly consider the take-over bid in a
reasoned manner. In order to counter this concern, the 2003 Rights Agreement
provides a mechanism whereby the minimum expiry period for a permitted bid
must be 60 days after the date of the bid. By extending the period in which a
take-over bid will remain open, the Board of Directors is of the view that
(i) shareholders will have a more adequate time-frame to evaluate the bid, and
(ii) their will be greater opportunities for the Corporation to pursue
alternatives to the take-over bid, such as identifying other potential bidders
or conducting an orderly auction process.

     (b)  Pressure to Tender.  A shareholder may feel compelled to tender to a
bid which the shareholder considers to be inadequate out of a concern that
failing to tender may result in the shareholder being left with illiquid or
minority discounted shares in the Corporation. This is particularly so in the
case of a partial bid for less than all shares of a class, where the bidder
wishes to obtain a control position but does not wish to acquire all of the
common shares of the Corporation. The permitted bid concept in the
Corporation's Rights Plan is intended to ensure that a shareholder can wait
and tender after a public announcement has been made that more than 50% of
the common shares have been tendered. The Corporation's Rights Plan requires
that a bid remain open for acceptance for a further ten days following the
public announcement that more than 50% of the common shares have been
deposited under the bid. This provision should lessen the undue pressure to
tender typically encountered by a shareholder of a corporation that is the
subject of a take-over bid.

     (c)  Unequal Treatment.  Another concern that arises in the context of
potential take-overs is the possibility that, in certain instances, control of
a corporation may be acquired pursuant to a private agreement in which a small
group of shareholders dispose of shares at a premium to market price which
premium is not shared with other shareholders. In such a context not all
shareholders receive equal treatment. Additionally, it may also be possible
for a person to slowly accumulate shares through stock exchange acquisitions,
which may result, over time, in an acquisition of control without payment of
fair value for control or a fair sharing of a control premium among all
shareholders. The Corporation's Rights Plan addresses these concerns as the
Rights are triggered upon an acquisition of greater than 20% of the common
shares of the Corporation.

     In light of the above and in recognition of the fact that the Corporation
remains a widely-held corporation with no controlling shareholder, the Board
of Directors is proposing the extension of the term of the Rights Plan. The
Board of Directors determined that it is in the best interests of the
Corporation to extend the term of the Rights under the Rights Plan to help
ensure that any acquisition of control of the Corporation takes place in an
open and fair manner for the shareholders. The Board of Directors believes
that the Rights Plan will assist in achieving this objective. The Rights Plan
encourages a potential bidder to negotiate with the Board of Directors, which
empirical studies indicate, generally results in a higher price being paid
to obtain control of a corporation. There are a number of Canadian and U.S.
corporations which have adopted rights plans.

     The Rights Plan is designed to not interfere with the day-to-day
operations of the Corporation and the existence of the Rights does not in any
way alter the financial condition of the Corporation, impede its business
plans, affect the indebtedness of the Corporation, impose any additional
burdens on the Corporation, alter the Corporation's balance sheet or income
statement, involve a sale, exchange or purchase of significant assets or
incur a loss of earning power for the Corporation. In addition, the existence
of the Rights does not restrict the ability of shareholders to trade their
common shares.

     While the Board of Directors believes that the Rights Plan offers the
aforementioned protections, it is not intended to prevent a take-over bid or
to deter fair offers for the common shares of the Corporation. Rather, it is
designed to encourage anyone seeking to acquire control of the Corporation to
make an offer that treats all shareholders fairly and equally, that gives
shareholders and the Corporation sufficient time to explore possible
alternatives that may then present themselves and that recognizes the long
term value of the common shares.

     The Corporation's Rights Plan focuses only on take-over bids where, in the
opinion of the Board of Directors, it is prudent that shareholders be afforded
protection in addition to that granted by applicable legislation. It does not
apply to amalgamations, asset sales or similar transactions where shareholders
already enjoy statutory safeguards, such as the right to vote on the approval
of such transactions. The Board of Directors reviewed whether the Rights Plan
might deter attempts to acquire control of the Corporation on terms not
approved by the Board of Directors and make it less likely that shareholders
would be given an opportunity to sell their common shares at a premium over the
market price. The Board of Directors believes that the Rights Plan minimizes
these concerns and that the protection which the Rights Plan affords
shareholders overrides any concerns of this nature.

     In the context of their review of the Rights Plan, the Board of Directors
also assessed whether the Rights Plan is consistent with what institutional
investor guidelines and recent articles have set out as being current Canadian
corporate practice. The Board of Directors determined that in addition to the
extension of the term of the Rights Plan, the Rights Plan should be amended
so that it would be consistent with corporate developments that have occurred
in the past few years. Certain of the amendments in this regard reflected in
the 2003 Rights Agreement are as follows:

     (a)     Reduction of the Permitted Bid Period.  Recently adopted or
renewed rights plans have established a maximum acceptable permitted bid period
of 60 days, the view being that 60 days allows sufficient time for
shareholders to analyze the terms of a proposed bid in order to determine its
adequacy and also for the board of directors to consider alternatives to such
a bid if they believe it is inadequate. The Corporation's Rights Plan
currently has a permitted bid period of 90 days. The proposed amendments to
the Rights Plan, as such are set forth in the 2003 Rights Agreement, would
reduce the permitted bid period to a period of 60 days.

     (b)     Sunset Provisions of Rights Plans.  Institutional investor
guidelines have set out that the acceptable norm is for rights plans (and the
underlying rights issued thereunder) to expire three years from the time that
the rights plan was adopted or its term last extended. In the past, the
Corporation's Rights Plan has set out that it would remain in effect, unless
otherwise terminated earlier in accordance with its terms, for a five year
period. The 2003 Rights Agreement sets out that the Rights Plan and the Rights
issued thereunder will expire on the date immediately following the date of
the Corporation's annual meeting of shareholders to be held in 2006 unless the
Rights Plan is extended at or prior to that time by the Corporation's
shareholders. This reduction in the "sunset provision" of the Rights Plan will
give shareholders more frequent opportunities to review the terms of the
Rights Plan in light of continuing market developments.

     (c)     Other Amendments.  In light of the recent views taken by
institutional investors and other market participants, additional amendments
of a more "technical" nature have been proposed. The amendments would affect
certain of the key definitions of the Rights Plan, such as the definitions of
"Permitted Bids" and "Pro Rata Acquisitions". Further, the amendments would
also introduce the concept of a "Permitted Lock-up Agreement" into the Rights
Plan. Exhibit "C" of this Circular provides a summary of the principal terms
of the 2003 Rights Agreement.

     The Board of Directors is of the view that the 2003 Rights Agreement is
consistent with rights plans that have been adopted by major Canadian
corporations in the past few years and is in line with the guidelines and views
that have been set out by institutional investors and other market
participants.

     The amendments to the Rights Plan, as such are set forth in the 2003
Rights Agreement, do not in any way detract from or lessen the duty of the
Board of Directors to act honestly and in good faith with a view to the best
interests of the Corporation and to consider a take-over bid in accordance
with such duty. The Board of Directors has no intention to secure the
continuance of existing directors in office or to avoid an acquisition of
control of the Corporation which is in the best interests of the Corporation
and its shareholders. Pursuant to the role of the Board of Directors to
negotiate in the best interests of the Corporation and to ensure the
opportunity for any prospective acquiror to negotiate in good faith with the
Board of Directors, the Rights may be redeemed by the Board of Directors
prior to the occurrence of any transaction in or pursuant to which 20% or
more of the outstanding common shares have been accumulated by an acquiror or
group. In addition, the Board of Directors may until the occurrence of such
event determine to waive the application of the provisions of the Rights Plan
to any transaction that would otherwise be subject to those provisions. The
proxy mechanism of the Canada Business Corporations Act is not affected by
the 2003 Rights Agreement, and a shareholder may use his statutory rights to
promote a change in the management or direction of the Corporation, including
the right of shareholders holding not less than 5% of the outstanding common
shares to requisition the Board of Directors to call a meeting of shareholders.

     The Corporation did not adopt the Rights Plan and is not proposing the
amendments to the Rights Plan in response to or in anticipation of any pending
or threatened take-over bid, or to deter take-over bids generally. As of the
date of this Circular, the Board of Directors is not aware of any third party
considering or preparing any proposal to acquire control of the Corporation.

Amendment and Restatement of the Rights Plan

     In order for the term of the Rights Plan to be extended to the date of
the Corporation's annual meeting of shareholders to be held in 2006, and in
order for the other amendments to the Rights Plan to be adopted, the
affirmative vote of a majority of the votes cast in respect of the resolution
to approve, confirm and ratify the 2003 Rights Agreement, a copy of the full
text of which resolution is attached to this Circular as Exhibit "E", by the
holders of common shares, as a single class, present in person or by proxy
at the Meeting will be required. The Rights Plan will become void and of no
further force or effect on its current termination date if this resolution is
not approved at the Meeting. The Corporation has not determined what further
action, if any, it would take in the event that the resolution is not
approved at the Meeting.

     The Board of Directors recommends that the shareholders vote in favour of
the resolution that will approve the proposed amendments to the Rights Plan.
Unless instructions are given to vote against the confirmation of such
resolution, the persons whose names appear on the enclosed proxy will vote in
favour of the aforementioned resolution.

Executive Stock Option Plan

     In 1992, the Corporation established its ongoing Executive Stock Option
Plan (the "Plan") in respect of the common shares of the Corporation. The
purpose of the Plan is to promote a proprietary interest in the Corporation
among the executives, the key employees and the non-management directors of
the Corporation and its subsidiaries, in order to both encourage such persons
to further the development of the Corporation and to assist the Corporation
in attracting and retaining key personnel necessary for the Corporation's long
term success. Currently the maximum number of common shares that may be
issued under the Plan is 3,361,661.

Interest of Management and Others in Material Transactions

     The management of the Corporation is unaware of any material interest of
any director or officer of the Corporation, of any management nominee for
election as a director of the Corporation or of any person who beneficially
owns or exercises control or direction over shares carrying more than ten
percent of the voting rights attached to all shares of the Corporation, or any
associate or affiliate of any such person, in any transaction since the
beginning of the last completed financial year of the Corporation or in any
proposed transactions that has materially affected or will materially affect
the Corporation or any of its affiliates.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES OF THE CORPORATION

     In 1995, the Toronto Stock Exchange (the "TSX") adopted a requirement that
disclosure be made by each listed company of its corporate governance system
by making reference to the TSX Guidelines for Corporate Governance (the
"Guidelines"). and each listed company is also required to explain where its
system of governance differs from the Guidelines.

     More recently, and in large part due to the problems encountered by U.S.
companies such as Enron and WorldCom Inc., regulators in both Canada and the
United States have brought forth new requirements in terms of corporate
governance and accountability in connection with public companies. Heightened
expectations on the part of investors and the public in general encouraged
governments and regulators in both countries to propose and adopt new rules
in these sectors and to revise and amend those rules that were already in
effect.

     In Canada, the most important developments in the last year were (i) the
introduction in Ontario of new legislation making changes to the governance
and disclosure regimes, and (ii) the TSX's proposals for new requirements and
guidelines pertaining to corporate governance. These new regimes are expected
to come into effect in 2003. In the United States, the Act to protect investors
by improving the accuracy and reliability of corporate disclosures made
pursuant to the securities laws, and for other purposes (the "Sarbanes-Oxley
Act of 2002") introduced a number of corporate governance requirements that
affect participants in U.S. markets, including the Corporation. Meanwhile, the
New York Stock Exchange has undertaken a major revision of its policies and
such revisions are currently being reviewed by the SEC.

     The Corporation's Nominating & Governance Committee will continue to
follow the progress of these developments with a view to recommending to the
Board any changes to the Corporation's governance practices that may become
necessary in order that the Corporation complies with the aforementioned
requirements as they become effective.

     The following is a statement of the Corporation's existing corporate
governance practices with specific reference to the Guidelines (as indicated
in bold below) currently in effect:

     The board of directors of every corporation should explicitly assume
responsibility for the stewardship of the Corporation and adopt a formal
mandate setting out the board's stewardship responsibilities, and as part of
the overall stewardship responsibility, the board should assume responsibility
for the following matters:

     (a)  adoption of a strategic planning process and the approval and review,
on at least an annual basis of a strategic plan;

     (b)  the identification of the principal risks of the corporation's
business and overseeing the implementation of appropriate systems to manage
these risks;

     (c)  succession planning, including appointing, training and monitoring
senior management;

     (d)  communications policies for the corporation; and

     (e)  the integrity of the corporation's internal control and management
information systems.

     All the directors presently in office and proposed to be elected at the
Meeting have served as directors in good standing of the Corporation since
1994, other than Mr. Cunningham who was elected in 1998, Mr. Lanthier who was
elected in 2001 and Thomas E. Costello who was elected on November 22, 2002.
Participation of directors is expected at all Board of Directors and
Committee meetings to which they are called. Directors are asked to notify the
Corporation if they will be unable to attend and attendance at meetings is
duly recorded. All the directors have agreed to contribute to the evaluation
of their collective as well as their individual performances.

     The mandate of the Board of Directors of the Corporation is to supervise
the management of the business and affairs of the Corporation, including the
development of major policy and strategy and the identification of the risks of
the Corporation's business and implementation of the appropriate systems to
manage these risks. The Board of Directors of the Corporation has explicitly
assumed responsibility for the stewardship of the Corporation and has adopted
a formal mandate setting out its stewardship responsibilities. Additionally,
the Corporation has adopted a Code of Conduct and Business Ethics that all
directors, management personnel and employees of the Corporation are expected
to adhere to.

     All major decisions concerning, among other things, the Corporation's
corporate status, capital, debt financing, securities distributions,
investments, acquisitions, divestitures and strategic alliances, are subject
to approval by the Board of Directors. In particular, capital investments and
other outlays of an aggregate monetary amount of one million U.S. dollars or
more are subject to the prior approval of the Board of Directors.

     The Board of Directors meets at least quarterly, and more frequently as
required to consider particular issues or conduct specific reviews between
quarterly meetings whenever appropriate. The Board of Directors periodically
invites senior operating management to attend meetings of the Board of
Directors to report on their business responsibilities. Governance
responsibilities are undertaken by the Board of Directors as a whole, with
certain specific responsibilities delegated to the Audit, the Compensation
and the Nominating & Governance Committees as described below. For example,
the Board of Directors has mandated the Compensation Committee and the
Nominating & Governance Committee to develop a succession planning strategy
for the Corporation which will include formalizing the Corporation's
procedures related to the appointing, training and monitoring of senior
management.

The board of directors of every corporation should be constituted with a
majority of individuals who qualify as unrelated directors. If the corporation
has a significant shareholder, in addition to a majority of unrelated
directors, the board should include a number of directors who do not have
interests in or relationships with either the corporation or the significant
shareholder and which fairly reflects the investment in the corporation by
shareholders other than the significant shareholder. The application of the
definition of "unrelated director" to the circumstances of each individual
director should be the responsibility of the board which will be required to
disclose whether the board has a majority of unrelated directors or, in the
case of a corporation with a significant shareholder, whether the board is
constituted with the appropriate number of directors which are not related to
either the corporation or the significant shareholder.

     The Corporation's Board of Directors currently consists of seven
directors, five of whom are unrelated directors in accordance with the
definition of an unrelated director in the Guidelines. The Board of Directors
has examined its size and determined that seven directors, five of whom are
unrelated, is an appropriate number for continued effective decision-making
for the Corporation.

     The Board of Directors is currently chaired by M.F. Yull who is also the
Chief Executive Officer of the Corporation. The Board is of the view that this
does not impair its ability to act independently of management due, inter
alia, to the independence of the remaining members of the Board of Directors
and due to the role of the Board of Directors in determining its own policies,
procedures and practices, and ensuring that the appropriate information is
made available to the Board of Directors.

     The Corporation does not have a significant shareholder as described in
the Guidelines given that no shareholder of the Corporation has the ability
to exercise a majority of the votes for the election of the Corporation's
Board of Directors.

Committees of the board of directors should generally be composed solely of
non-management directors, a majority of whom are unrelated directors.

     The Board of Directors has established three committees, the Audit
Committee, the Compensation Committee, and, as of October 21, 2002, the
Nominating & Governance Committee to facilitate the carrying out of its duties
and responsibilities and to meet applicable statutory requirements. The
Guidelines recommend that the Audit Committee be made up of non-management and
unrelated directors only and that other board committees should be comprised
generally of non-management directors, a majority of whom should be unrelated
directors.

     The following is a description of the Committees of the Board of Directors
and their mandate:

-     Audit Committee

     The Audit Committee is presently composed of four directors, being L.
Robbie Shaw, Gordon R. Cunningham, J. Spencer Lanthier and Thomas E. Costello,
all of whom are non-management directors and all of whom are unrelated
directors, as such term is understood in reference to the Guidelines. The
Audit Committee met six times during the period from January 1, 2002 to
December 31, 2002.

     The basic mandate of the Audit Committee is to review the annual financial
statements of the Corporation and to make recommendations to the Board of
Directors in respect thereto. Further, the Committee reviews the nature and
scope of the annual audit as proposed by the external auditors and management
and, with the external auditors and management, the adequacy of the internal
accounting control procedures and systems within the Corporation.

     During 2002, the Audit Committee formalized its mandate into a written
charter document. The charter sets out that, in addition to its basic mandate,
the Audit Committee will, on a going-forward basis, have the sole authority
to recommend to the Corporation's shareholders the appointment or replacement
of the Corporation's external auditors and shall approve all audit engagement
fees and terms and all significant non-audit engagements with the external
auditors. Further, the Audit Committee will require that the Corporation's
external auditors provide a report at least annually regarding, inter alia,
the auditors' internal quality-control procedures and all relationships
between the external auditors and the Corporation. While the Audit Committee
may consult with management on these issues, it shall not delegate its overall
responsibility. The charter also sets out that the Audit Committee shall have
the authority, to the extent it deems necessary or appropriate, to retain
special legal, accounting or other consultants for additional advice as may be
required.

-     Compensation Committee

     The Compensation Committee is presently composed of four directors, being
Ben J. Davenport, Jr., Michael L. Richards, L. Robbie Shaw and Gordon R.
Cunningham. The Compensation Committee met four times during the period from
January 1, 2002 to December 31, 2002. Michael L. Richards is considered to be
a related director given that the law firm Stikeman Elliott LLP, of which Mr.
Richards is a senior partner, provides legal services to the Corporation on a
regular basis. Nonetheless, given Mr. Richards' broad business experience,
the Corporation feels he should continue to serve on the Compensation
Committee. Further, the Corporation is of the view that its relationship with
Stikeman Elliott LLP does not inhibit Mr. Richards' ability to act
impartially, nor his ability to act independently of the views of management
of the Corporation.

     The mandate of the Compensation Committee was described above under the
heading "Report on Executive Compensation".

-    Nominating & Governance Committee

     This past year the Corporation created a Nominating & Governance
Committee that is composed of all of the members of the Board, a majority of
whom are unrelated directors. The charter of the Nominating & Governance
Committee sets out that the committee will, inter alia:

      (i)  assess on an annual basis the effectiveness of the Board as a whole
as well as periodically evaluate the contribution of individual members of
the Board;

     (ii)  review, on a periodic basis, the size and composition of the Board
and ensure that an appropriate number of unrelated directors sit on the Board;

    (iii)  identify individuals qualified to become members of the Board as
may be required and recommend to the Board new nominees for appointment;

     (iv)  provide appropriate orientation to any new members of the Board;

      (v)  recommend to the Board corporate governance guidelines and ensure
the sufficiency of such guidelines on a periodic basis; and

     (vi)  review and advise the Board at least annually as to corporate
governance issues.

The board of directors of every corporation should appoint a committee of
directors composed exclusively of non-management directors, a majority of
whom are unrelated directors, with the responsibility for proposing to the
full board new nominees to the board and for assessing directors on an ongoing
basis.

     As aforementioned, this responsibility has been undertaken by the
Nominating & Governance Committee of the Board, a majority of whom are
unrelated directors, but one of whom is a member of management.

Every board of directors should implement a process to be carried out by the
nominating committee or other appropriate committee for assessing the
effectiveness of the board as a whole, the committees of the board and the
contribution of individual directors.

     As aforementioned, this responsibility has been undertaken by the
Nominating & Governance Committee of the Board.

Every corporation, as an integral element of the process for appointing new
directors, should provide an orientation and education program for new recruits
to the board, In addition, every corporation should provide continuing
education for all directors.

     As aforementioned, this responsibility has been undertaken by the
Nominating & Governance Committee of the Board.

Every board of directors should examine its size and composition and
undertake, where appropriate, a program to establish a board comprised of
members who facilitate effective decision-making.

     As aforementioned, this responsibility has been undertaken by the
Nominating & Governance Committee of the Board.

A committee of the board of directors comprised solely of unrelated directors
should review the adequacy and form of the compensation of senior management
and directors, with such compensation realistically reflecting the
responsibilities and risks of such positions.

     This responsibility forms part of the mandate of the Compensation
Committee, as described above under the heading "Report on Executive
Compensation".

Every board of directors should expressly assume responsibility for, or assign
to a committee of directors the general responsibility for, developing the
corporation's approach to governance issues. This committee would, among other
things, be responsible for the Corporation's response to these governance
guidelines.

     As aforementioned, this responsibility has been undertaken by the
Nominating & Governance Committee of the Board.

The board of directors, together with the CEO, should develop position
descriptions for the board and for the CEO, involving the definition of the
limits to management's responsibilities. In addition, the board should approve
or develop the corporate objectives which the CEO is responsible for meeting
and assess the CEO against these objectives.

     This past year, the Corporation established written corporate governance
 guidelines to address the above issues. That being said, such guidelines do
not contain formalized position descriptions for the Board and for the CEO,
nor do they set out specific objectives which the CEO is responsible for
meeting. The Board is of the view that due to its relatively small size, the
need for these formalities is diminished because effective communication
between the Board and management of the Corporation is otherwise achieved.
That being said, the Compensation Committee has been mandated to conduct an
annual review of the CEO's performance in order to ensure that the CEO is
providing the best leadership for the Corporation in the long and short term.

The audit committee should be composed only of unrelated directors. All of the
members of the audit committee should be financially literate and at least one
member should have accounting or related financial experience. The audit
committee should have direct communication channels with the internal and
external auditors to discuss and review specific issues as appropriate. The
audit committee duties should include oversight responsibility for management
reporting on internal control.

The Audit Committee of the Corporation, as such was described previously,
meets the above criteria.

Every board of directors should implement structures and procedures that
ensure that the board can function independently of management. The board of
directors should implement a system which enables an individual director to
engage an external adviser at the expense of the Corporation in appropriate
circumstances. The engagement of the external adviser should be subject to the
approval of an appropriate committee of the board.

     Non-management directors meet at least quarterly.  Further, the Board and
the Audit Committee have the power to hire independent legal, financial or
other advisors as they may deem necessary, without consulting or obtaining the
approval of any officer of the Corporation in advance.

Corporations should have a formalized process in order to communicate as
required with shareholders and in order to address their feedback and queries.

     The fundamental objective of the Corporation's shareholder communication
policy is to ensure an open, accessible and timely exchange of information
with all shareholders respecting the business, affairs and performance of the
Corporation, subject to the requirements of securities legislation in effect
and other statutory and contractual obligations limiting the disclosure of
such information. In order to facilitate the effective and timely
dissemination of information to all of its shareholders, the Corporation
releases its disclosed information through news wire services, the general
media, telephone conferences with investment analysts and mailings to
shareholders.

APPROVAL OF DIRECTORS

     The contents and the sending of this Circular have been approved by the
directors of the Corporation.

LOGO
ANDREW M. ARCHIBALD, C.A.
Chief Financial Officer,
Secretary,
Vice President,
Administration

St. Laurent, Quebec - May 7, 2003

<PAGE>

                                   EXHIBIT A

           RESOLUTION OF THE SHAREHOLDERS OF INTERTAPE POLYMER GROUP INC.

"BE IT RESOLVED:

THAT the Corporation's existing general by-law (currently referred to as
By-Law No. One) be repealed;

THAT General By-Law 2003-1 in replacement thereof be adopted and General
By-Law 2003-1 (a copy of which (i) is located at Exhibit "B" of this Circular,
and (ii) has been tabled at this Meeting by the Secretary of the Corporation),
be and it is hereby approved, ratified and confirmed; and

THAT any director or officer of the Corporation be and he is hereby authorized
for an on behalf of and in the name of the Corporation, to do all things and
execute an deliver all such documents and instruments as may be necessary or
desirable to carry out the foregoing."

<PAGE>

                                  EXHIBIT B

                        INTERTAPE POLYMER GROUP INC.
                      LE GROUPE INTERTAPE POLYMER INC.

                           GENERAL BY-LAW 2003-1

being a by-law relating generally to the transaction of the business and
affairs of the Corporation (as amended and restated).

                                 DEFINITIONS

1.     In this by-law and all other by-laws of the Corporation, unless the
context otherwise specifies or requires:

     (a)  "Act" means the Canada Business Corporations Act, and any statute
          that may be substituted therefor, as from time to time amended;

     (b)  "articles" means the articles of the Corporation, as from time to
          time amended or restated;

     (c)  "by-law" means this by-law and all other by-laws of the Corporation
          from time to time in force and effect;

     (d)  words importing the singular number only shall include the plural
          and vice versa; words importing the masculine gender shall include
          the feminine and neuter genders and vice-versa; words importing
          persons shall include bodies corporate, corporations, companies,
          partnerships, syndicates, trusts and any number or aggregate of
          individuals;

     (e)  the headings used in the by-laws are inserted for reference purposes
          only and are not to be considered or taken into account in
          construing the terms or provisions thereof or to be deemed in any
          way to clarify, modify or explain the effect of any such terms or
          provisions; and

     (f)  all terms contained in the by-laws and which are defined in the Act
          shall have the meanings given to such terms in the Act.

                                   REGISTERED OFFICE

2.     The Corporation may from time to time (i) by resolution of the board of
directors change the location of the address of the registered office of the
Corporation within the place specified in the articles and (ii) by articles
of amendment change the place in which its registered office is situated to
another place within Canada.

                                    CORPORATE SEAL

3.     The Corporation may have one or more corporate seals which shall be such
as the board of directors may by resolution from time to time adopt and change.

                                      DIRECTORS

4.     Number and Powers.  There shall be a board of directors consisting of
such fixed number, or minimum and maximum number of directors as may be set
out in the articles, but a corporation, any of the issued securities of which
are or were part of a distribution to the public and remain outstanding and
are held by more than one person, shall not have fewer than three (3)
directors, at least two (2) of whom are not officers or employees of the
corporation or its affiliates. The precise number of directors shall be
determined from time to time by the board of directors. At least twenty-five
percent (25%) of the directors shall be resident Canadians. However, if the
Corporation has fewer than four (4) directors, at least one (1) director must
be a resident Canadian.

5.     Vacancies.  If the number of directors is increased, the resulting
vacancies shall be filled at a meeting of shareholders duly called for that
purpose. Notwithstanding the provisions of this by-law and subject to the
provisions of the Act, if a vacancy should otherwise occur in the board, the
remaining directors, if constituting a quorum, may appoint a qualified person
to fill the vacancy for the remainder of the term. In the absence of a quorum,
the remaining directors shall forthwith call a meeting of shareholders to
fill the vacancy pursuant to subsection 111(2) of the Act. Where a vacancy or
vacancies exist in the board, the remaining directors may exercise all of the
powers of the board so long as a quorum remains in office.

6.     Term of Office.  A director's term of office shall be from the meeting
at which he is elected or appointed until the annual meeting next following or
until his successor is elected or appointed, or until, if earlier, he dies or
resigns, or is removed or disqualified pursuant to the provisions of the Act.
7.     Vacation of Office.  The office of a director shall ipso facto be
vacated if:

     (a)  he dies;

     (b)  by notice in writing to the Corporation he resigns his office and
          such resignation, if not effective immediately, becomes effective
          in accordance with its terms;

     (c)  he is removed from office in accordance with section 109 of the Act;
          or

     (d)  he ceases to be qualified to be a director.

8.     Election.  Directors shall be elected by the shareholders by ordinary
resolution in a general meeting on show of hands (subject to Section 32 below)
unless a poll is demanded and if a poll is demanded such election shall be by
ballot.

     A retiring director shall retain office until the adjournment or
termination of the meeting at which his successor is elected unless such
meeting was called for the purpose of removing him from office as a director
in which case the director so removed shall vacate office forthwith upon the
passing of the resolution for his removal.

                              MEETINGS OF DIRECTORS

9.     Place of Meeting.  Subject to the articles, meetings of directors may
be held at any place within or outside Canada as the directors may from time to
time determine or the person convening the meeting may give notice. A meeting
of the board of directors may be convened by the chairman of the board, if any,
the president if any, or any director at any time. The secretary, if any,
shall upon direction of any of the foregoing convene a meeting of the board of
directors.

     Notice.  Notice of the time and place for the holding of any such meeting
shall be delivered, mailed, telegraphed, cabled or telexed to each director
at his latest address as shown on the records of the Corporation not less than
two (2) days (exclusive of the day on which the notice is delivered, mailed,
telegraphed, cabled or telexed but inclusive of the day for which notice is
given) before the date of the meeting; provided that meetings of the board of
directors may be held at any time without notice if all the directors have
waived notice.

     For the first meeting of the board of directors to be held immediately
following the election of directors at an annual or special meeting of the
shareholders, no notice of such meeting need be given to the newly elected or
appointed director or directors in order for the meeting to be duly
constituted, provided a quorum of the directors is present.

     A notice of a meeting of directors shall specify any matter referred to
in subsection 115(3) of the Act that is to be dealt with at the meeting.

     Waiver of Notice.  Notice of any meeting of the board of directors or any
irregularity in any meeting or in the notice thereof may be waived by any
director in writing or by telegram, cable or telex addressed to the
Corporation or in any other manner, and such waiver may be validly given
either before or after the meeting to which such waiver relates. The attendance
of a director at a meeting of directors is a waiver of notice of the meeting
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business on the grounds that the meeting is not
lawfully called.

     Telephone or Electronic Participation.  A director may, to the extent and
in the manner permitted by law, participate in a meeting of directors or of a
committee of directors by means of telephonic, electronic or other
communication facilities that permits all participants to communicate
adequately with each other during the meeting, but only if all the directors
of the Corporation have consented to that form of participation. A director
participating in such a meeting by such means is deemed for purposes of the
Act to be present at that meeting. Any such consent shall be effective whether
given before or after the meeting to which it relates and may be given with
respect to all meetings of the board and of committees of the board held
while a director holds office.

10.     Adjournment.  Any meeting of the board of directors may be adjourned
from time to time by the chairman of the meeting, with the consent of the
meeting, to a fixed time and place and no notice of the time and place for the
continuance of the adjourned meeting need be given to any director. Any
adjourned meeting shall be duly constituted if held in accordance with the
terms of the adjournment and a quorum present thereat. The directors who
formed a quorum at the original meeting are not required to form the quorum
at the adjourned meeting. If there is no quorum present at the adjourned
meeting, the original meeting shall be deemed to have terminated forthwith
after its adjournment.

11.     Quorum and Voting.  Subject to the articles, a majority of the number
of directors in office at the time shall constitute a quorum for the
transaction of business. Subject to subsection 117(1) of the Act, no business
shall be transacted by the directors except at a meeting of directors at
which a quorum of the board is present. Questions arising at any meeting of
the board of directors shall be decided by a majority of votes cast. In case
of an equality of votes, the chairman of the meeting, in addition to his
original vote shall have a second or casting vote. Where the Corporation has
only one director, that director may constitute the meeting.

12.     Resolution in lieu of meeting.  A resolution in writing, signed by all
the directors entitled to vote on that resolution at a meeting of directors,
is as valid as if it had been passed at a meeting of directors or committee of
directors.

     A copy of every such resolution shall be kept with the minutes of the
proceedings of the directors or committee of directors.

                             REMUNERATION OF DIRECTORS

13.     Subject to the articles, the remuneration to be paid to the directors
shall be such as the board of directors shall from time to time determine and
such remuneration shall be in addition to the salary paid to any officer of
the Corporation who is also a member of the board of directors. The directors
may also by resolution award special remuneration to any director undertaking
any special services on the Corporation's behalf other than the routine work
ordinarily required of a director by the Corporation. The confirmation of
any such resolution or resolutions by the shareholders shall not be required.
The directors shall also be entitled to be paid their travelling and other
expenses properly incurred by them in connection with the affairs of the
Corporation.

                  SUBMISSION OF CONTRACTS OR TRANSACTIONS
                      TO SHAREHOLDERS FOR APPROVAL

14.     The board of directors in their discretion may submit any contract,
act or transaction for approval, ratification or confirmation at any annual
meeting of the shareholders or at any special meeting of the shareholders
called for the purpose of considering the same and any contract, act or
transaction that shall be approved, ratified or confirmed by resolution passed
by a majority of the votes cast at any such meeting (unless any different or
additional requirement is imposed by the Act or by the Corporation's articles
or any other by-law) shall be as valid and as binding upon the Corporation
and upon all the shareholders as though it had been approved, ratified or
confirmed by every shareholder of the Corporation.

                     INDEMNITIES TO DIRECTORS AND OTHERS

15.     Except in respect of an action by or on behalf of the Corporation or
another body corporate (as hereinafter defined) and subject to the limitations
contained in the Act, the Corporation shall indemnify each director and
officer of the Corporation and each former director and officer of the
Corporation and each person who acts or acted at the Corporation's request as
a director or officer of another body corporate and any person who acts or
acted in a similar capacity of another body corporate, and his heirs and legal
representatives, against all costs, charges and expenses, including any
amount paid to settle an action or satisfy a judgment, reasonably incurred by
him in respect of any civil, criminal, administrative, investigative or other
proceeding to which he is involved because of that association with the
Corporation or another body corporate, as the case may be, if

     (a)  he acted honestly and in good faith with a view to the best
          interests of the Corporation or, as the case may be, to the best
          interests of another body corporate for which the individual acted
          as a director or officer or in a similar capacity at the
          Corporation's request; and

     (b)  in the case of a criminal or administrative action or proceeding
          that is enforced by a monetary penalty, he had reasonable grounds
          for believing that his conduct was lawful.

"another body corporate" as used herein means a body corporate of which the
Corporation is or was a shareholder or creditor.

                                     OFFICERS

16.     Appointment of Officers.  Subject to the articles, the board of
directors, annually or as often as may be required, may appoint from among
themselves a chairman of the board and may appoint a president and a secretary
and, if deemed advisable, may also appoint one or more vice-presidents, a
treasurer and one or more assistant secretaries and/or one or more assistant
treasurers. None of such officers, except the chairman of the board, need be
a director of the Corporation. Any two (2) or more of such offices may be held
by the same person. In case and whenever the same person holds the offices of
secretary and treasurer he may, but need not, be known as the secretary-
treasurer. The board of directors may from time to time designate such other
offices and appoint such other officers, employees and agents as it shall
deem necessary who shall have such authority and shall perform such functions
and duties, as may from time to time be prescribed by resolution of the board
of directors.

17.     Remuneration and Removal of Officers.  Subject to the articles, the
remuneration of all officers, employees and agents elected or appointed by the
board of directors may be determined from time to time by resolution of the
board of directors. The fact that any officer, employee or agent is a
director or shareholder of the Corporation shall not disqualify him from
receiving such remuneration as may be so determined. The board of directors
may by resolution remove any officer, employee or agent at any time, with or
without cause.

18.     Duties of Officers may be Delegated.  In case of the absence or
inability or refusal to act of any officer of the Corporation or for any other
reason that the board of directors may deem sufficient, the board may
delegate all or any of the powers of such officer to any other officer or to
any director for the time being.

19.     Chairman of the Board.  The chairman of the board, if any, shall, if
present, preside at all meetings of the board of directors and of shareholders.
He shall sign such contracts, documents or instruments in writing as require
his signature and shall have such other powers and duties as may from time to
time be assigned to him by resolution of the board of directors.

20.     President.  The president, if any, shall be the chief executive officer
of the Corporation and shall exercise general supervision over the business
and affairs of the Corporation. In the absence of the chairman of the board, if
any, the president shall, when present, preside at all meetings of the board
of directors and shareholders; he shall sign such contracts, documents or
instruments in writing as require his signature and shall have such other
powers and shall perform such other duties as may from time to time be assigned
to him by resolution of the board of directors or as are incident to his
office.

21.     Vice-President.  The vice-president or, if more than one, the vice-
presidents in order of seniority, shall be vested with all the powers and
shall perform all the duties of the president in the absence or inability or
refusal to act of the president, provided, however, that a vice-president who
is not a director shall not preside as chairman at any meeting of
shareholders. The vice-president or, if more than one, the vice-presidents in
order of seniority, shall sign such contracts, documents or instruments in
writing as require his or their signatures and shall also have such other
powers and duties as may from time to time be assigned to him or them by
resolution of the board of directors.

22.     Secretary.  The secretary, if any, shall give or cause to be given
notices for all meetings of the board of directors, of committees thereof, if
any, and of shareholders when directed to do so and shall have charge, subject
to the provisions of this by-law, of the records referred to in section 20 of
the Act (except the accounting records) and of the corporate seal or seals,
if any. He shall sign such contracts, documents or instruments in writing as
require his signature and shall have such other powers and duties as may from
time to time be assigned to him by resolution of the board of directors or as
are incident to his office.

23.     Treasurer.  Subject to the provisions of any resolution of the board
of directors, the treasurer, if any, shall have the care and custody of all
the funds and securities of the Corporation and shall deposit the same in the
name of the Corporation in such bank or banks or with such other depositary or
depositaries as the board of directors may by resolution direct. He shall
prepare, maintain and keep or cause to be kept adequate books of accounts and
accounting records. He shall sign such contracts, documents or instruments
in writing as require his signature and shall have such other powers and
duties as may from time to time be assigned to him by resolution of the board
of directors or as are incident to his office. He may be required to give
such bond for the faithful performance of his duties as the board of directors
in their uncontrolled discretion may require and no director shall be liable
for failure to require any such bond or for the insufficiency of any such
bond or for any loss by reason of the failure of the Corporation to receive
any indemnity thereby provided.

24.     Assistant Secretary and Assistant Treasurer.  The assistant secretary
or, if more than one, the assistant secretaries in order of seniority, and
the assistant treasurer or, if more than one, the assistant treasurers in order
of seniority, shall respectively perform all the duties of the secretary and
treasurer, respectively, in the absence or inability to act of the secretary
or treasurer as the case may be. The assistant secretary or assistant
secretaries, if more than one, and the assistant treasurer or assistant
treasurers, if more than one, shall sign such contracts, documents or
instruments in writing as require his or their signatures respectively and
shall have such other powers and duties as may from time to time be assigned
to them by resolution of the board of directors.

                               MANAGING DIRECTOR

25.     The board of directors may from time to time appoint from their number
a managing director who is a resident Canadian and may delegate to him any of
the powers of the board of directors except as provided in subsection 115(3)
of the Act. The managing director shall conform to all lawful orders given to
him by the board of directors of the Corporation and shall at all reasonable
times give to the directors or any of them all information they may require
regarding the affairs of the Corporation. Any agent or employee appointed by
the managing director shall be subject to discharge by the board of directors.

                                  COMMITTEES

26.     The board of directors may from time to time appoint from their number
one or more committees consisting of one or more individuals and delegate to
such committee or committees any of the powers of the directors except as
provided in subsection 115(3) of the Act. Unless otherwise ordered by the
board, a committee of directors shall have power to fix its quorum, to elect
its chairman and to regulate its proceedings.

     If any of the issued securities of the Corporation are or were part of a
distribution to the public, remain outstanding and are held by more than one
person, the Corporation shall have an Audit Committee composed of not fewer
that three (3) directors, a majority of whom are not officers or employees of
the Corporation or any of its affiliates. The members of the Audit Committee
shall be appointed annually by the board of directors from its number. The
Audit Committee shall have the powers and duties provided in the Act and such
other powers and duties as may be specified by the board of directors.

                            SHAREHOLDERS' MEETINGS

27.     Annual Meeting.  Subject to compliance with section 133 of the Act,
the annual meeting of the shareholders shall be convened on such day in each
year and at such time as the board of directors may by resolution determine.

28.     Special Meetings.  Other meetings of the shareholders may be convened
by order of the chairman of the board, the president or a vice-president who
is a director or by the board of directors, to be held at such time and place
as may be specified in such order.

     Special meetings of shareholders may also be called by written
requisition to the board of directors signed by shareholders holding between
them not less than five percent (5%) of the outstanding shares of the capital
of the Corporation entitled to vote thereat. Such requisition shall state
the business to be transacted at the meeting and shall be sent to the
registered office of the Corporation.

     Except as otherwise provided in subsection 143(3) of the Act, it shall
be the duty of the board of directors on receipt of such requisition, to
cause the meeting to be called by the secretary of the Corporation.

     If the board of directors does not, within twenty-one (21) days after
receiving such requisition call a meeting, any shareholder who signed the
requisition may call the meeting.

29.     Place of Meetings.  Meetings of shareholders of the Corporation shall
be held at the registered office of the Corporation or at such other place in
Canada as may be specified in the notice convening such meeting.
Notwithstanding the foregoing, a meeting of shareholders may be held outside
Canada if all the shareholders entitled to vote at that meeting so agree,
and a shareholder who attends a meeting of shareholders held outside Canada
is deemed to have so agreed except when he attends the meeting for the express
purpose of objecting to the transaction of any business on the grounds that
the meeting is not lawfully held.

30.     Telephone or Electronic Participation.  Any person entitled to attend
a shareholders' meeting may, to the extent permitted by the Act, participate
in the meeting by means of telephonic, electronic or other communication
facilities that permits all participants to communicate adequately with each
other during the meeting provided that the Corporation makes available such
communication facilities and that all the directors of the Corporation have
consented to that form of participation. Any such consent shall be effective
whether given before or after the meeting to which it relates and may be given
with respect to all meetings of shareholders held while the directors who
gave such consent continue to hold office. A person participating in such a
meeting by such means is deemed for purposes of the Act to be present at that
meeting.

31.     Notice.  A printed, written or typewritten notice stating the day,
hour and place of meeting and, subject to subsection 135(6) of the Act, the
general nature of the business to be transacted shall be served to each person
who is entitled to vote at such meeting, each director of the Corporation and
the auditor of the Corporation, either personally or by sending such notice
by prepaid mail not less than twenty-one (21) days or more than fifty (50)
days before the meeting. If such notice is served by mail it shall be directed
to the latest address as shown in the records of the Corporation, of the
intended recipient. Notice of any meeting of shareholders or any irregularity
in any such meeting or in the notice thereof may be waived by any shareholder,
the duly appointed proxy of any shareholder, any directors or the auditor of
the Corporation in writing, by telegram, cable or telex addressed to the
Corporation or by any other manner, and any such waiver may be validly given
either before or after the meeting to which such waiver relates.

32.     Voting.  Voting at a meeting of shareholders shall be by show of hands
except where a ballot is demanded by a shareholder entitled to vote at the
meeting. A shareholder may demand a ballot either before or after any vote by
show of hands. Notwithstanding the foregoing, any person participating in a
shareholders' meeting by means of telephonic, electronic or other
communication facilities in accordance with Section 30 above, may vote, to
the extent permitted by the Act, by means of the telephonic, electronic or
other communication facilities that the Corporation has made available for
that purpose.

33.     Omission of Notice.  The accidental omission to give notice of any
meeting to or the non-receipt of any notice by any person shall not invalidate
any resolution passed or any proceeding taken at any meeting of shareholders.

34.     Record Date.  The board of directors may by resolution fix in advance
a date and time as the record date for the determination of the shareholders
entitled to receive notice of and vote at a meeting of the shareholders, but
such record date shall not precede by more than fifty (50) days or by less
than twenty-one (21) days the date on which the meeting is to be held.

     If the directors fail to fix in advance such a record date, the record
date for the determination of the shareholders entitled to receive notice of
and vote at a meeting of shareholders shall be at the close of business on the
day immediately preceding the day on which notice of the meeting is given or
sent.

35.     Votes.  Every question submitted to any meeting of shareholders shall
be decided in the first instance, unless a ballot is demanded, on a show of
hands and in case of an equality of votes the chairman of the meeting shall
not, both on a show of hands and on a ballot, have a second or casting vote in
addition to the vote or votes to which he may be entitled as a shareholder.
Notwithstanding the foregoing, any person participating in a shareholders'
meeting by means of telephonic, electronic or other communication facilities
in accordance with Section 30 above, may vote, to the extent permitted by the
Act, by means of the telephonic, electronic or other communication facilities
that the Corporation has made available for that purpose.

     At any meeting, unless a ballot is demanded, a declaration by the chairman
of the meeting that a resolution has been carried or carried unanimously or
by a particular majority or lost or not carried by a particular majority shall
be conclusive evidence of the fact without proof of the number or proportion
of votes recorded in favour of or against the motion.

     In the absence of the chairman of the board, the president and every
vice-president who is a director, the shareholders present entitled to vote
shall choose another director as chairman of the meeting and if no director
is present or if all the directors present decline to take the chair then the
shareholders present shall choose one of their number to be chairman.

     If at any meeting a ballot is demanded on the election of a chairman or
on the question of adjournment or termination it shall be taken forthwith
without adjournment. If a ballot is demanded on any other question or as to
the election of directors it shall be taken in such manner and either at once
or later at the meeting or after adjournment as the chairman of the meeting
directs. The result of a ballot shall be deemed to be the resolution of the
meeting at which the ballot was demanded. A demand for a ballot may be
withdrawn.

     Where a person holds shares as a personal representative, such person or
his proxy is the person entitled to vote at all meetings of shareholders in
respect of the shares so held by him.

     Where a person mortgages or hypothecates his shares, such person or his
proxy is the person entitled to vote at all meetings of shareholders in
respect of such shares unless, in the instrument creating the mortgage or
hypothec, he has expressly empowered the person holding the mortgage or
hypothec to vote in respect of such shares, in which case, subject to the
Corporation's articles, such holder or his proxy is the person entitled to
vote in respect of the shares.

     Where two (2) or more persons hold the same share or shares jointly, any
one of such persons present at a meeting of shareholders has the right, in
the absence of the other or others, to vote in respect of such share or
shares, but if more than one of such persons are present or represented by
proxy and vote, they shall vote together as one on the share or shares jointly
held by them.

36.     Proxies.  A shareholder, including a shareholder that is a body
corporate, entitled to vote at a meeting of shareholders may by means of a
proxy appoint a proxyholder or one or more alternate proxyholders, who are not
required to be shareholders, to attend and act at the meeting in the manner
and to the extent authorized by the proxy and with the authority conferred by
the proxy.

     An instrument appointing a proxyholder shall be in writing and shall be
executed by the shareholder or his attorney authorized in writing or, if the
shareholder is a body corporate, either under its seal or by an officer or
attorney thereof, duly authorized. A proxy is valid only at the meeting in
respect of which it is given or any adjournment thereof.

     Unless the Act requires another form, an instrument appointing a
proxyholder may be in the following form:

     "The undersigned shareholder of   -   hereby appoints    -   of -   or
     failing him,    -   of    -   as the nominee of the undersigned to attend
     and act for and on behalf of the undersigned at the    -   meeting of the
     shareholders of the said Corporation to be held on the    -   day of -
     20   -   , and at any adjournment thereof to the same extent and with the
     same power as if the undersigned were personally present at the said
     meeting or such adjournment thereof.

Dated the    -   day of    -   , 20

______________________________________________________________________________
Signature of Shareholder

NOTE:

This form of proxy must be signed by a shareholder or his attorney authorized
in writing or, if the shareholder is a body corporate, either under its seal
or by an officer or attorney thereof duly authorized."

     The directors may from time to time pass regulations regarding the
deposit of instruments appointing a proxyholder at some place or places other
than the place at which a meeting or adjourned meeting of shareholders is to
be held and for particulars of such instruments to be telegraphed, cabled,
telexed or sent in writing before the meeting or adjourned meeting to the
corporation or any agent of the Corporation for the purpose of receiving such
particulars and providing that instruments appointing a proxyholder so lodged
may be voted upon as though the instruments themselves were produced at the
meeting or adjourned meeting and votes given in accordance with such
regulations shall be valid and shall be counted. The chairman of any meeting
of shareholders may, subject to any regulations made as aforesaid, in his
discretion accept telegraphic, telex, cable or written communication as to
the authority of anyone claiming to vote on behalf of and to represent a
shareholder notwithstanding that no instrument of proxy conferring such
authority has been lodged with the Corporation, and any votes given in
accordance with such telegraphic, telex, cable or written communication
accepted by the chairman of the meeting shall be valid and shall be counted.

37.     Adjournment.  The chairman of the meeting may with the consent of the
meeting adjourn any meeting of shareholders from time to time to a fixed time
and place. If a meeting of shareholders is adjourned less than thirty (30)
days, it is not necessary to give notice of the adjourned meeting other than
by announcement at the earliest meeting that is adjourned. If a meeting of
shareholders is adjourned by one or more adjournments for an aggregate of
thirty (30) days or more, notice of the adjourned meeting shall be given as
for an original meeting but, unless the meeting is adjourned by one or more
adjournments for an aggregate of more than ninety (90) days, the requirements
of subsection 149(1) of the Act relating to mandatory solicitation of proxies
do not apply.

     Any adjourned meeting shall be duly constituted if held in accordance
with the terms of the adjournment and a quorum is present thereat. If the
original meeting was adjourned for lack of a quorum, at the adjourned meeting
the shareholders present in person or their duly appointed proxyholders so
present shall form the quorum; if the original meeting was adjourned for any
other reason, the quorum requirement for the adjourned meeting shall be the
same as that for the original meeting. Any business may be brought before or
dealt with at any adjourned meeting which might have been brought before or
dealt with at the original meeting in accordance with the notice calling same.

38.     Quorum.  One (1) person present and holding or representing by proxy
at least one (1) issued and outstanding voting share of the Corporation shall
be a quorum for any meeting of shareholders for the choice of a chairman of
the meeting and for the adjournment of the meeting; subject to section 36
herein, for all other purposes a quorum for any meeting (unless a different
number of shareholders and/or a different number of shares are required to be
represented by the Act or by the articles or by any other by-law) shall be
persons present being not less than three (3) in number and holding or
representing by proxy at least ten percent (10%) of the shares entitled to be
voted at such meeting. If a quorum is present at the opening of a meeting of
the shareholders, the shareholders present may proceed with the business of
the meeting, notwithstanding that a quorum is not present throughout the
meeting. Where the Corporation has only one shareholder or only one holder
of any class or series of shares, the shareholder present in person or by
proxy constitutes a meeting.

39.     Resolution in Lieu of Meeting.  Except where a written statement is
submitted by a director under subsection 110(2) of the Act or by an auditor
under subsection 168(5) of the Act, a resolution in writing signed by all
the shareholders entitled to vote on that resolution at a meeting of
shareholders is as valid as if it had been passed at a meeting of the
shareholders.

     A copy of every such resolution shall be kept with the minutes of the
meetings of shareholders.

                                    SHARES

40.     Certificates.  Share certificates (and the form of stock transfer
power on the reverse side thereof) shall (subject to compliance with section
49 of the Act) be in such form and be signed by such director(s) or officer
(s) as the board of directors may from time to time by resolution determine.

41.     Registrar and Transfer Agent.  The board of directors may from time to
time by resolution appoint or remove one or more registrars and/or branch
registrars (which may but need not be the same person) to keep the register
of security holders and/or one or more transfer agents and/or branch transfer
agents (which may but need not be the same person) to keep the register of
transfer, and (subject to section 50 of the Act) may provide for the
registration of issues and the registration of transfers of the securities
of the Corporation in one or more places and such registrars and/or branch
registrars and/or transfer agents and/or branch transfer agents shall keep
all necessary books and registers of the Corporation for the registration of
the issuance and the registration of transfers of the securities of the
Corporation for which they are so appointed. All certificates issued after
any such appointment representing securities issued by the Corporation shall
be countersigned by or on behalf of one of the said registrars and/or branch
registrars and/or transfer agents and/or branch transfer agents, as the case
may be.

42.     Surrender of Share Certificates.  No transfer of a share issued by the
Corporation shall be recorded or registered unless or until the certificate
representing the share to be transferred has been surrendered and cancelled
or, if no certificate has been issued by the Corporation in respect of such
share, unless or until a duly executed share transfer power in respect thereof
has been presented for registration.

43.     Defaced, Destroyed, Stolen or Lost Certificates.  If the defacement,
destruction or apparent destruction, theft, or other wrongful taking or loss
of a share certificate is reported by the owner to the Corporation or to a
registrar, branch registrar, transfer agent or branch transfer agent of the
Corporation (hereinafter, in this paragraph, called the "Corporation's
transfer agent") and such owner gives to the Corporation or the Corporation's
transfer agent a written statement verified by oath or statutory declaration
as to the defacement, destruction or apparent destruction, theft, or other
wrongful taking or loss and the circumstances concerning the same, a request
for the issuance of a new certificate to replace the one so defaced,
destroyed, wrongfully taken or lost and a bond of a surety company (or other
security approved by the board of directors) in such form as is approved by
the board of directors or by the chairman of the board, the president, a
vice-president, the secretary or the treasurer of the Corporation,
indemnifying the Corporation (and the Corporation's transfer agent, if any),
against all loss, damage or expense, which the Corporation and/or the
Corporation's transfer agent may suffer or be liable for by reason of the
issuance of a new certificate to such shareholder, a new certificate may be
issued in replacement of the one defaced, destroyed or apparently destroyed,
stolen or otherwise wrongfully taken or lost, if such issuance is ordered
and authorized by any one of the chairman of the board, the president, a vice-
president, the secretary or the treasurer of the Corporation or by resolution
of the board of directors.

                                  DIVIDENDS

44.     Subject to the relevant provisions of the Act, the board of directors
may from time to time by resolution declare and the Corporation may pay
dividends on its issued shares, subject to the relevant provisions, if any,
of the articles.

                                   NOTICE

45.     Shares Registered in More Than One Name.  All notices or other
documents required to be sent to a shareholder by the Act, the regulations
under the Act, the articles or the by-laws of the Corporation shall, with
respect to any shares in the capital of the Corporation registered in more
than one name, be given to whichever of such persons is named first in the
records of the Corporation and any notice or other document so given shall
be sufficient notice or delivery of such document to all the holders of such
shares.

46.     Persons Becoming Entitled by Operation of Law.  Every person who by
operation of law, transfer or by any other means whatsoever shall become
entitled to any shares in the capital of the Corporation shall be bound by
every notice or other document in respect of such shares which prior to his
name and address being entered on the records of the Corporation shall have
been duly given to the person or persons from whom he derives his title to
such shares.

47.     Deceased Shareholder.  Any notice or other document delivered or sent
by post or left at the address of any shareholder as the same appears in the
records of the Corporation shall, notwithstanding that such shareholder be
then deceased and whether or not the Corporation has notice of his decease,
be deemed to have been duly served in respect of the shares held by such
shareholder (whether held solely or with other persons) until some other
person be entered in his stead in the records of the Corporation as the holder
or one of the holders thereof and such service shall for all purposes be
deemed a sufficient service of such notice or other document on his heirs,
executors or administrators and all persons, if any, interested with him in
such shares.

48.     Signatures to Notices.  The signature of any director or officer of
the Corporation to any notice may be written, stamped, typewritten or printed
or partly written, stamped, typewritten or printed.

49.     Computation of Time.  Where a given number of days' notice or notice
extending over any period is required to be given under any provisions of
the articles or by-laws of the Corporation, the day of service or posting of
the notice shall, unless it is otherwise provided, be counted in such number
of days or other period and such notice shall be deemed to have been given
or sent on the day of service or posting.

50.     Proof of Service.  A certificate of any officer of the Corporation in
office at the time of the making of the certificate or of a transfer officer
of any transfer agent or branch transfer agent of shares of any class of the
Corporation as to facts in relation to the mailing or delivery or service of
any notice or other documents to any shareholder, director, officer or
auditor or publication of any notice or other document shall be conclusive
evidence thereof and shall be binding on every shareholder, director, officer
or auditor of the Corporation, as the case may be.

                      CHEQUES, DRAFTS, NOTES, ETC.

51.     All cheques, drafts or orders for the payment of money and all notes,
acceptances and bills of exchange shall be signed by such officer or officers
or other person or persons, whether or not officers of the Corporation, and
in such manner as the board of directors may from time to time designate by
resolution.

                         CUSTODY OF SECURITIES

52.     All securities, including warrants, owned by the Corporation shall be
lodged, in the name of the Corporation, with a chartered bank or a trust
company or in a safety deposit box or, if so authorized by resolution of the
board of directors, with such other depositaries or in such other manner as
may be determined from time to time by the board of directors.

     All securities, including warrants, belonging to the Corporation may be
issued and held in the name of a nominee or nominees of the Corporation, and
if issued or held in the names of more than one nominee shall be held in the
names of the nominees jointly with right of survivorship and shall be
endorsed in blank with endorsement guaranteed in order to enable transfer
thereof to be completed and registration thereof to be effected.

                      EXECUTION OF CONTRACTS, ETC.

53.     Contracts, documents or instruments in writing requiring the signature
of the Corporation may be signed by two (2) persons, one of whom holds the
office of chairman of the board, president, managing director, vice-president
or director and the other of whom holds one of the said offices or the
office of secretary, treasurer, assistant secretary or assistant treasurer
or any other office created by by-law or by resolution of the board. All
contracts, documents or instruments in writing so signed shall be binding
upon the Corporation without any further authorization or formality. The
board of directors is authorized from time to time by resolution to appoint
any officer or officers or any other person or persons on behalf of the
Corporation either to sign contracts, documents or instruments in writing
generally or to sign specific contracts, documents or instruments in writing.
Where the Corporation has only one director and officer being the same
person, that person may sign all such contracts, documents or other written
instruments.

     The corporate seal, if any, may, when required, be affixed to contracts,
documents or instruments in writing signed as aforesaid or by an officer or
officers, person or persons appointed as aforesaid by resolution of the board
of directors.

     The term "contracts, documents or instruments in writing" as used in this
by-law shall include deeds, mortgages, hypothecs, charges, conveyances,
transfers and assignments of property, real or personal, immoveable or
moveable, agreements, releases, receipts and discharges for the payment of
money or other obligations, conveyances, transfers and assignments of shares,
warrants, bonds, debentures or other securities and all paper writings.

     In particular, without limiting the generality of the foregoing, two (2)
persons, one of whom holds the office of chairman of the board, president,
managing director, vice-president or director and the other of whom holds one
of the said offices or the office of secretary, treasurer, assistant
secretary or assistant treasurer or any other office created by by-law or by
resolution of the board are hereby authorized to sell, assign, transfer,
exchange, convert or convey all shares, bonds, debentures, rights, warrants
or other securities owned by or registered in the name of the Corporation
and to sign and execute, under the seal of the Corporation or otherwise, all
assignments, transfers, conveyances, powers of attorney and other instruments
that may be necessary for the purpose of selling, assigning, transferring,
exchanging, converting or conveying or enforcing or exercising any voting
rights in respect of any such shares, bonds, debentures, rights, warrants or
other securities. Where the Corporation has only one director and officer,
being the same person, that person may perform the functions and exercise the
powers herein contemplated.

     The signature or signatures of any officer or director of the Corporation
and/or of any other officer or officers, person or persons appointed as
aforesaid by resolution of the board of directors may, if specifically
authorized by resolution of the directors, be printed, engraved, lithographed
or otherwise mechanically reproduced upon all contracts, documents or
instruments in writing or, subject to section 49 of the Act, bonds, debentures
or other securities of the Corporation executed or issued by or on behalf of
the Corporation and all contracts, documents or instruments in writing or
bonds, debentures or other securities of the corporation on which the
signatures of any of the foregoing officers, directors or persons shall be so
reproduced, by authorization by resolution of the board of directors, shall,
subject to section 49 of the Act, be deemed to have been duly signed by such
officers, shall be as valid to all intents and purposes as if they had been
signed manually and notwithstanding that the officers, directors or persons
whose signature or signatures is or are so reproduced may have ceased to hold
office at the date of the delivery or issue of such contracts, documents or
instruments in writing or bonds, debentures or other securities of the
Corporation.

                                DECLARATIONS

54.     The chairman of the board, if appointed, the president, the vice-
presidents, secretary and/or treasurer, the assistant secretaries and/or
assistant treasurers, comptroller, accountant, chief clerk, or any one of
them, is authorized and empowered to appear and make answer for the
Corporation to all writs, orders and interrogatories upon articulated facts
issued out of any court and to declare for and on behalf of the corporation
any answer to writs of attachment by way of garnishment in which the
Corporation is garnishee, and to make all affidavits and sworn declarations
in connection therewith or in connection with any or all judicial proceedings
to which the Corporation is a party and to make demands of abandonment or
petitions for winding up or bankruptcy orders upon any debtor of the
Corporation and to attend and vote at all meetings of creditors of any of the
Corporation's debtors and grant proxies in connection therewith.

                                FISCAL YEAR

55.     The fiscal period of the Corporation shall terminate on such day in
each year as the board of directors may from time to time by resolution
determine.

                                CERTIFICATE

     The undersigned, Andrew M. Archibald, Chief Financial Officer, Secretary,
and Vice President, Administration of INTERTAPE POLYMER GROUP INC. -
LE GROUPE INTERTAPE POLYMER INC. (the "Corporation"), hereby certifies that
the foregoing document is a true and complete copy of GENERAL BY-LAW 2003-1
of the Corporation, as (i) restated after amendment by the board of directors
on October 7, 1991, the amendment having been confirmed by the shareholders
on October 30, 1991, and (ii) restated after amendment by the board of
directors on April 24, 2003, the amendment having been confirmed by the
shareholders on June 11, 2003.

     The undersigned further certifies that the said by-law has not been
further amended as of the date hereof.

     DATED this 11th day of June, 2003.

LOGO

Andrew M. Archibald
Chief Financial Officer, Secretary,
Vice President, Administration
<PAGE>

                                 EXHIBIT C

          SUMMARY OF THE PRINCIPAL TERMS OF THE 2003 RIGHTS AGREEMENT

     This summary is qualified in its entirety by reference to the text of the
2003 Rights Agreement, a copy of which is attached to this Circular as
Exhibit "D". Capitalized terms used in this summary without express definition
have the meanings ascribed thereto in the 2003 Rights Agreement.

Issue of Rights

     The Corporation issued one right (a "Right") in respect of each common
share outstanding at the close of business on September 1, 1993 (the "Record
Time"). The Corporation will issue Rights on the same basis for each common
share issued after the Record Time but prior to the earlier of the Separation
Time and the Expiration Time (both defined below).

Rights Certificates and Transferability

     Before the Separation Time, the Right will be evidenced by certificates
for the common shares which are not transferable separate from the common
shares. From and after the Separation Time, the Rights will be evidenced by
separate Rights Certificates which will be transferable separate from and
independent of the common shares.

Exercise of Rights

     Rights are not exercisable before the Separation Time. After the
Separation Time and before the Expiration Time, each Right entitles the
holder to acquire one common share for the Exercise Price of $100 (subject to
certain anti-dilution adjustments). This Exercise Price is a price in excess
of the estimated maximum value of the common shares during the term of the
Rights Plan as determined by the Board of Directors.

     Upon the occurrence of a Flip-In Event (defined below) prior to the
Expiration Time (defined below), each Right (other than any Right held by an
"Acquiring Person" (defined below), which will become null and void as a
result of such Flip-In Event) may be exercised to purchase that number of
common shares which have an aggregate Market Price equal to twice the Exercise
Price of the Rights for a price equal to the Exercise Price. Effectively,
this means a shareholder of the Corporation (other than the Acquiring Person)
can acquire additional common shares from treasury at half their Market Price.

Definition of "Acquiring Person"

     Subject to certain exceptions, an Acquiring Person is a person who is the
Beneficial Owner (defined below) of 20% or more of the outstanding common
shares.

Definition of "Beneficial Ownership"

     A person is a Beneficial Owner if such person or its affiliates or
associates or any other person acting jointly or in concert:

     (a)  owns the securities in law or equity; and

     (b)  has the right to acquire (immediately or within 60 days) the
securities upon the exercise of any convertible securities or pursuant to any
agreement, arrangement or understanding.

     However, a person is not a Beneficial Owner under the Rights Plan where:

     (a)  the securities have been deposited or tendered pursuant to a take-
over bid, unless those securities have been taken up or paid for;

     (b)  by reason of the holders of such securities having agreed to deposit
or tender such securities to a take-over bid pursuant to a Permitted Lock-Up
Agreement;

     (c)  such person (including a fund manager, trust company, pension fund
administrator, trustee or non-discretionary client accounts of registered
brokers or dealers) is engaged in the management of investment funds for
others, as long as that person:

          (i)  holds those common shares in the ordinary course of its
business for the account of others;

         (ii)  holds not more than 30% of the common shares; and

        (iii)  is not making a take-over bid or acting jointly or in concert
with a person who is making a take-over bid; or

     (d)  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.

Definition of "Separation Time"

     Separation Time occurs on the tenth business day after the earlier of:

     (a)  the first date of public announcement that a Flip-In Event has
occurred;

     (b)  the date of the commencement or announcement of the intent of a
person to commence a take-over bid (other than a Permitted Bid or Competing
Bid) or such later date as determined by the board; and

     (c)  the date on which a Permitted Bid or Competing Bid ceases to
qualify as such or such later date as determined by the board.

Definition of "Expiration Time"

     Expiration Time occurs on the date being the earlier of:

     (a)  the time at which the right to exercise Rights is terminated under
the terms of the Rights Plan; and

     (b)  the date immediately after the Corporation's annual meeting of
shareholders to be held in 2006.

Definition of a "Flip-In Event"

     A Flip-In Event occurs when a person becomes an Acquiring Person.

     Upon the occurrence of a Flip-In Event, any Rights that are beneficially
owned by an Acquiring Person or any of its related parties to whom the
Acquiring Person has transferred its Rights will become null and void as a
result of which the Acquiring Person's investment in the Corporation will be
greatly diluted if a substantial portion of the Rights are exercised after a
Flip-In Event occurs.

DEFINITION OF "PERMITTED BID"

     A Permitted Bid is a take-over bid made by a person (the "Offeror")
pursuant to a take-over bid circular that complies with the following
conditions:

     (a)  the bid is made to all registered holders of common shares (other
than common shares held by the Offeror) on identical terms and conditions;

     (b)  the Offeror agrees that no common shares will be taken up or paid
for under the bid for 60 days following the commencement of the bid and that
no common shares will be taken up or paid for unless more than 50% of the
outstanding common shares held by shareholders other than the Offeror and
certain related parties have been deposited pursuant to the bid and not
withdrawn;

     (c)  the Offeror agrees that the common shares may be deposited to and
withdrawn from the take-over bid at any time before its expiry; and

     (d)  if, on the date specified for take-up and payment, the condition
in paragraph (b) above is satisfied, the bid shall remain open for an
additional period of at least ten business days to permit the remaining
shareholders to tender their common shares.

Definition of "Competing Bid"

     A Competing Bid is a take-over bid that:

     (a)  is made while another Permitted Bid is in existence; and

     (b)  satisfies all the requirements of a Permitted Bid except that the
common shares under a Competing Bid may be taken up on the later of 35 days
after the Competing Bid was made and 60 days after the earliest date on which
any other Permitted Bid or Competing Bid that was then in existence was made.

Definition of "Permitted Lock-Up Agreement"

     A Permitted Lock-Up Agreement is an agreement between a person making a
take-over bid and one or more shareholders (each, a "Locked-up Person") under
which the Locked-up Persons agree to deposit or tender their common shares
to such take-over bid and which provides:

     (a) (i)  no limit on the right of the Locked-up Persons to withdraw its
shares in order to deposit them to a Competing Bid (or terminate the agreement
in order to support another transaction) where the price or value represented
under the Competing Bid (or other transaction) exceeds the price or value
represented under the original take-over bid; or (ii) limits such right to
withdraw its shares in order to deposit them to a Competing Bid (or terminate
the agreement in order to support another transaction) where the price or
value represented under the Competing Bid (or other transaction) exceeds the
price or value represented under the original take-over bid by as much as or
more than an amount specified under the original take-over bid, and the
specified amount is not more than 7% of the price or value represented under
the original take-over bid, and the Competing Bid (or other transaction) is
made for the same number of common shares as the original take-over bid; and

     (b)  for no "break-up" fee or "top-up" fee in excess of the greater of:
(i) 2.5% of the price or value payable under the original take-over bid to
Locked-up Persons; and (ii) 50% of the amount by which the price or value
payable to Locked-up Persons under a Competing Bid (or other transaction)
exceeds the price or value payable to Locked-up Persons under the original
take-over bid, shall be payable by such Locked-up Persons in the event that
the original take-over bid is not successfully completed or if any Locked-up
Person fails to tender their common shares under the original take-over bid.

Redemption of Rights

     The Rights may be redeemed by the board at its option with the prior
approval of the shareholders at any time before a Flip-In Event occurs at a
redemption price of $0.00001 per Right. In addition, the Rights will be
redeemed automatically in the event of a successful Permitted Bid, Competing
Bid or a bid for which the board has waived the operation of the Rights Plan.

Waiver

     Before a Flip-In Event occurs, the board may waive the application of the
Flip-In provisions of the Rights Plan to any prospective Flip-In Event which
would occur by reason of a take-over bid made by a take-over bid circular to
all registered holders of common shares. However, if the board waives the
Rights Plan with respect to a particular bid, it will be deemed to have
waived the Rights Plan with respect to any other take-over bid made by take-
over bid circular to all registered holders of common shares before the expiry
of that first bid. Other waivers of the "Flip-In" provisions of the Rights
Plan will require prior approval of the shareholders of the Corporation.

     The board may also waive the "Flip-In" provisions of the Rights Plan in
respect of any Flip-In Event provided that the board has determined that the
Acquiring Person became an Acquiring Person through inadvertence and has
reduced its ownership to such a level that it is no longer an Acquiring Person.

Term of the Rights Plan

     Unless otherwise terminated, the Rights Plan will expire on the date
immediately after the Corporation's annual meeting of shareholders to be held
in 2006.

Amending Power

     Except for minor amendments to correct typographical errors and
amendments to maintain the validity of the Rights Plan as a result of a change
of law, shareholder or rights holder approval is required for amendments to
the Rights Plan.

RIGHTS AGENT

     CIBC Mellon Trust Company.

RIGHTSHOLDER NOT A SHAREHOLDER

     Until a Right is exercised, the holders thereof as such, will have no
rights as a shareholder of the Corporation.

<PAGE>

                                 EXHIBIT D

                        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

<CAPTION>
                                ARTICLE 1
                             INTERPRETATION

        1.1     Certain Definitions                                     1
        1.2     Currency                                                8
        1.3     Headings                                                8
        1.4     Number and Gender                                       9
        1.5     Acting Jointly or in Concert                            9
        1.6     Statutory References                                    9

                                ARTICLE 2
                               THE RIGHTS

        2.1     Legend on Common Share Certificates9
        2.2     Initial Exercise Price; Exercise of Rights;
                Detachment of Rights                                    9
        2.3     Adjustments to Exercise Price; Number of Rights        11
        2.4     Date on Which Exercise is Effective                    14
        2.5     Execution, Authentication, Delivery and Dating of
                Rights Certificates                                    15
        2.6     Registration, Registration of Transfer and Exchange    15
        2.7     Mutilated, Destroyed, Lost and Stolen Rights
                Certificates                                           15
        2.8     Persons Deemed Owners                                  16
        2.9     Delivery and Cancellation of Rights Certificates       16
        2.10    Agreement of Rights Holders                            16
        2.11    Rights Certificate Holder not Deemed a Shareholder     17

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

        3.1     Flip-in Event                                          17

                                ARTICLE 4
                            THE RIGHTS AGENT

        4.1     General                                                18
        4.2     Merger or Amalgamation or Change of Name of Rights
                Agent                                                  18
        4.3     Duties of Rights Agent                                 19
        4.4     Change of Rights Agent                                 19

                                ARTICLE 5
                              MISCELLANEOUS

        5.1     Redemption and Waiver                                  20
        5.2     Expiration                                             21
        5.3     Issuance of New Rights Certificates                    21
        5.4     Supplements and Amendments                             22
        5.5     Fractional Rights and Fractional Shares                23
        5.6     Rights of Action                                       23
        5.7     Notice of Proposed Actions                             23
        5.8     Notices                                                23
        5.9     Successors                                             24
        5.10    Benefits of this Agreement                             24
        5.11    Governing Law                                          24
        5.12    Severability                                           24
        5.13    Effective Date                                         24
        5.14    Determinations and Actions by the Board of Directors   24
        5.15    Rights of Board, Corporation and Offeror               24
        5.16    Regulatory Approvals                                   25
        5.17    Declaration as to Non-Canadian and Non-U.S. Holders    25
        5.18    Time of the Essence                                    25
        5.19    Execution in Counterparts                              25

                                 SCHEDULE

SCHEDULE 2.2(3)........................................................26
<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 identifi-
cation 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.  Notwith-
standing 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.

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,
n 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.
110E 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
16(th) 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

By:

By:
CIBC MELLON TRUST COMPANY

By:

By:

<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:

Title:

By:

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)

<PAGE>

     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
<PAGE>

                                   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.

<PAGE>

                                 EXHIBIT E

           RESOLUTION OF THE SHAREHOLDERS OF INTERTAPE POLYMER GROUP INC.

"BE IT RESOLVED:

THAT the amended and restated Shareholder Protection Rights Plan Agreement
between the Corporation and CIBC Mellon Trust Company (a copy of which (i) is
attached as Exhibit "D" of this Circular, and (ii) has been tabled at this
Meeting by the Secretary of the Corporation), be and it is hereby approved,
ratified and confirmed;

THAT any director or officer of the Corporation be and he is hereby
authorized for an on behalf of and in the name of the Corporation, to do all
things and execute an deliver all such documents and instruments as may be
necessary or desirable to carry out the foregoing."

<PAGE>

                         INTERTAPE POLYMER GROUP INC.
                                    PROXY
            The Management of the Corporation Solicits this Proxy

The undersigned shareholder of INTERTAPE POLYMER GROUP INC. (the "Corporation")
hereby appoints Melbourne F. Yull, failing whom, Michael L. Richards, or instead
of the foregoing,___________________________________________________________,
as the proxyholder of the undersigned to attend and act for and on behalf of
the undersigned at the Annual and Special Meeting of Shareholders of the
Corporation to be held on June 11, 2003, and at any adjournment thereof to the
same extent and with the same power as if the undersigned were present in person
thereat and with authority to vote and act in the said proxyholder's discretion
with respect to amendments or variations to matters referred to in the notice of
the Meeting and with respect to other matters which may properly come before the
Meeting. This proxy is solicited by and on behalf of the Management of the
Corporation.

The said proxyholder is specifically directed to vote or withhold from voting
the shares registered in the name of the undersigned as indicated below:

(1)     ELECTION OF DIRECTORS

___     FOR all nominees listed below             WITHHOLD AUTHORITY to vote
        as a group (except as marked        ____  for all nominees listed below
        to the contrary below)                    as a group

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Melbourne F. Yull, Michael L. Richards, Ben J. Davenport, Jr., L. Robbie Shaw,
Gordon R. Cunningham, J. Spencer Lanthier, Thomas E. Costello.

(2)     VOTE FOR __ WITHHOLD FROM VOTING __ in respect of the appointment of
Raymond Chabot Grant Thornton as auditors of the Corporation and authorizing
the directors to fix their remuneration.

(3)     VOTE FOR __ VOTE AGAINST __ the resolution approving, ratifying and
confirming the amendments to the Corporation's General By-Laws.

(4)     VOTE FOR __ VOTE AGAINST __ the resolution approving, ratifying and
confirming the Corporation's amended and restated Shareholder Protection Rights
Plan Agreement.

                                     Date:__________________________________
                                     Signature______________________________

Notes:
(1)     This form of proxy must be executed by the shareholder or his attorney
authorized in writing or, if the shareholder is a corporation, under the
corporate seal or by an officer or attorney thereof duly authorized. Joint
holders should each sign. Executors, administrators, trustees, etc., should so
indicate when signing. If undated, this proxy is deemed to bear the date it was
mailed to the shareholder.
(2)     A shareholder may appoint as proxyholder a person (who need not be a
shareholder) other than the persons designated in this form of proxy to attend
and act on his behalf at the Meeting by inserting the name of such other person
in the space provided or by completing another proper form of proxy.
(3)     The shares represented by this proxy will, on a show of hand or any
ballot that may be called for, be voted or withheld from voting in accordance
with the instructions given by the shareholder; in the absence of any contrary
instructions, this proxy will be voted "FOR" the itemized matters.

                                 PROXY
           Please complete and return in the envelope provided.
                       FORMULAIRE DE PROCURATION
        Veuillez completer et poster dans l'enveloppe ci-jointe.