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<SEC-DOCUMENT>0000016859-03-000015.txt : 20030529
<SEC-HEADER>0000016859-03-000015.hdr.sgml : 20030529
<ACCEPTANCE-DATETIME>20030528193052
ACCESSION NUMBER:		0000016859-03-000015
CONFORMED SUBMISSION TYPE:	8-A12G
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20030529

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MFC BANCORP LTD
		CENTRAL INDEX KEY:			0000016859
		STANDARD INDUSTRIAL CLASSIFICATION:	SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
		IRS NUMBER:				131818111
		STATE OF INCORPORATION:			B0
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-A12G
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-50297
		FILM NUMBER:		03722305

	BUSINESS ADDRESS:	
		STREET 1:		FLOOR 21, MILLENIUM TOWER
		STREET 2:		HANDELSKAI 94-96
		CITY:			A-1200 VIENNA
		STATE:			C4
		BUSINESS PHONE:		43 1 240 25 300

	MAIL ADDRESS:	
		STREET 1:		FLOOR 21, MILLENIUM TOWER
		STREET 2:		HANDELSKAI 94-96
		CITY:			A-1200 VIENNA
		STATE:			C4

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ARBATAX INTERNATIONAL INC
		DATE OF NAME CHANGE:	19960603

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NALCAP HOLDINGS INC
		DATE OF NAME CHANGE:	19950725

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	JAVELIN INTERNATIONAL LTD
		DATE OF NAME CHANGE:	19871118
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-A12G
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C.  20549


                                    FORM 8-A


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                MFC BANCORP LTD.
             (Exact name of Registrant as specified in its charter)


       Yukon Territory, Canada                           N/A
     (State  of  incorporation  or                (I.R.S.  Employer
              organization)                      Identification  No.)


      Floor 21, Millennium Tower, Handelskai 94-9, A-1200, Vienna, Austria
                               (Address of office)


Securities to be registered pursuant to Section 12(b):

           Title of each class          Name of each exchange on which
           to be so registered          each class is to be registered

                   N/A                               N/A
         -----------------------        ------------------------------
         -----------------------        ------------------------------
         -----------------------        ------------------------------

If  this  form  relates to the registration of a class of securities pursuant to
Section  12(b)  of  the  Exchange  Act  and  is  effective  pursuant  to General
Instruction  A.(c),  check  the  following  box.  [ ]

If  this  form  relates to the registration of a class of securities pursuant to
Section  12(g)  of  the  Exchange  Act  and  is  effective  pursuant  to General
Instruction  A.(d),  check  the  following  box.  [X]

Securities  Act  registration  statement file number to which this form relates:
   N/A     (if  applicable)
- ----------

Securities  to  be  registered  pursuant  to  Section  12(g)  of  the  Act:

                         Common  Share  Purchase  Rights
- --------------------------------------------------------------------------------
                                (Title of class)


<PAGE>


ITEM  1.     DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

On  May  16, 2003, the board of directors (the "Board") of MFC Bancorp Ltd. (the
"Corporation")  approved  the  adoption  of  an amended and restated shareholder
rights  plan  agreement  (the  "Rights  Agreement")  between the Corporation and
Computershare  Investor  Services  Inc.  (the  "Rights  Agent")  to  replace the
shareholder  protection  rights  plan  agreement  that  expired  at the close of
business  on  May  18,  2003.  In  connection  therewith,  the  Board declared a
distribution  of  one common share purchase right (a "Right") in respect of each
outstanding  share  of  common  stock  of  the Corporation (a "Common Share") to
holders  of  record at the close of business on May 18, 2003 (the "Record Time")
and  authorized  the Corporation to issue one right for each Common Share issued
after  the  Record  Time  and prior to the "Separation Time" (as defined below).
Each  right  entitles  the  registered  holder  thereof  to  purchase,  from the
Corporation,  one  Common  Share  at  an  initial  exercise price of Cdn$75 (the
"Exercise  Price"),  subject  to  certain  adjustments  as  described  below.

Although  the  Rights  Agreement  became  effective  upon  execution thereof, in
accordance  with  the  terms  thereof,  the  Rights will terminate if the Rights
Agreement  is  not  confirmed  by  the  shareholders  of  the  Corporation  (the
"Shareholders")  at the annual and special meeting of shareholders scheduled for
June  27,  2003.  If  confirmed,  the  Rights  will  expire  six years after the
effective  date  (the  "Expiration  Time"),  unless  the  Rights  Agreement  is
reconfirmed  by  the  Shareholders in three years or the Rights are exchanged or
redeemed  earlier  by  the  Corporation  as  described  below.

As  the  Rights  Agreement  may  increase the price to be paid by an acquiror to
obtain  control  of the Corporation and may discourage certain transactions, the
Rights Agreement may reduce the likelihood of a take-over bid being made for the
outstanding  Common Shares of the Corporation. Accordingly, the Rights Agreement
may  deter  some  take-over bids that Shareholders might wish to receive and may
make  the  replacement  of  management  less  likely.

The  Rights Agreement was not implemented in response to any proposal, inquiries
or  in  anticipation of any pending or threatened take-over bid or offer for the
Common  Shares  of  the  Corporation.

SUMMARY  OF  THE  RIGHTS  AGREEMENT  TERMS

The  following  description of the terms of the Rights Agreement is qualified in
its  entirety  by  reference  to  the  text  of the Rights Agreement attached as
Exhibit  1  hereto. Unless the context otherwise requires, the capitalized terms
used  in  this  Form  8-A shall have the meanings ascribed to them in the Rights
Agreement  attached  as  Exhibit  1  hereto.

Dilution

In  the  event  that  a  person  announces the acquisition of 20% or more of the
Common  Shares  of  the  Corporation,  other  than  through  certain  Permitted
Acquisitions  including  a  Permitted Bid or Competing Permitted Bid or on terms
otherwise approved by the Board, each Right (other than any held by an Acquiring
Person) will "Flip-In" to entitle the registered holder to acquire Common Shares
at  a 50% discount from the then prevailing market price. For example, if at the
time of such announcement the Exercise Price is $75 and the Common Shares have a
Market Value of $30 each, the holder of each Right would be entitled to purchase
5  Common  Shares  for an aggregate price of $75 (the number of Common Shares at
50%  of  Market Value that can be obtained for the Exercise Price, excluding any
fractional  shares).


                                        2


<PAGE>


Separation  Time

The  "Separation  Time"  is  the  Close  of  Business  on the tenth Business Day
following  the  earlier  of:

(a)     the  Stock  Acquisition  Date;

(b)     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  Permitted  Bid so long as such Take-over Bid continues to satisfy the
requirements  of  a  Permitted  Bid  or  Competing  Permitted  Bid);  and

(c)     the  date upon which a Permitted Bid or Competing Bid ceases to be such.

In addition, the Board may determine such later time provided that, if the Board
determines  to  waive  the application of the Flip-in Event provision, or if any
Take-over  Bid  is  cancelled,  terminated  or  otherwise withdrawn prior to the
Separation  Time,  such  offer  shall  be  deemed  never  to  have  been  made.

Trading  and  Exercise  of  Rights

The  Rights  will  separate  and  trade  apart from the Common Shares and become
exercisable after the Separation Time upon the issuance of "Rights Certificates"
(as  defined  below).  Until  the Separation Time, the Rights may be transferred
only  with  the  associated  Common  Shares  and  will  be  represented  by  the
outstanding  Common  Share certificates; new Common Share certificates issued on
the  transfer  of existing Common Shares or on the issuance of additional Common
Shares  will contain a notation incorporating the Rights Agreement by reference.
Promptly  following  the  Separation  Time, separate certificates evidencing the
Rights (the "Rights Certificates") will be mailed to holders of record of Common
Shares  as  of  the  Separation  Time;  thereafter, the Rights Certificates will
evidence  the  Rights.

Acquiring  Person

Subject  to  certain  exceptions set forth in the Rights Agreement, the dilutive
effects  of  the  Rights  are triggered by a person becoming an Acquiring Person
upon  the  acquisition of Beneficial Ownership of 20% or more of the outstanding
Voting  Shares.  A  person will not trigger the separation and exercisability of
the  Rights  if  he  becomes  the  Beneficial Owner of 20% or more of the Voting
Shares  as  a  result  of  Permitted  Bid Acquisitions, Voting Share Reductions,
Pro-rata  Acquisitions or otherwise on terms approved by the Board (collectively
the  "Permitted Acquisitions"), provided that if he becomes the Beneficial Owner
of  20%  or  more  of  the Voting Shares by such means and he is or subsequently
becomes  the Beneficial Owner of additional Voting Shares constituting more than
1%  of  the  Voting  Shares  outstanding, other than by a Permitted Acquisition,
then,  as  of  the  date  of  such  additional  acquisition,  he shall become an
Acquiring  Person.

The  Rights Agreement also contains a grandfathering provision which states that
a  person shall not be and shall not be deemed to be an Acquiring Person if such
person  was the beneficial owner of 20% or more of the outstanding Voting Shares
of  the  Corporation  as  determined  at the Record Time.  The provision further
states  that  should  such  a person after the Record Time become the Beneficial
Owner of additional Voting Shares of the Corporation constituting more than 0.5%
of  the  Voting  Shares  of  the  Corporation  other  than  through  Permitted
Acquisitions  the exemption provided by the grandfathering provision shall cease
to be applicable to that person.  This provision is necessary as the Corporation
already has a Shareholder with a greater than 20% interest in its Voting Shares.


                                        3


<PAGE>


Beneficial  Ownership

Beneficial  Ownership  is  broadly  defined in the Rights Agreement, but certain
exceptions  from  its  scope  are  provided, among them an exception designed to
avoid  inadvertent triggering of the dilutive effects of the Rights by portfolio
managers  acting  for  pension  funds  and  others  who  do not intend to make a
Take-over  Bid  for  the  Corporation's Voting Shares and persons who enter into
Permitted  Lock-up  Agreements.

Permitted  Bid

As  discussed above, a Permitted Bid or Competing Permitted Bid will not trigger
the  dilutive  effects of the Rights. A Permitted Bid or Competing Permitted Bid
is a Take-over Bid by means of a Take-over Bid Circular, and which also complies
with  the  following  conditions:

(a)     the bid must be made to all Shareholders wherever resident as registered
on  the  books  of  the  Corporation  on  identical  terms;  and

(b)     the  bid  contains  irrevocable  and  unqualified  provisions  that:

(i)     all Voting Shares may be deposited pursuant to the bid at any time prior
to  the  close  of  business  on the date referred to in (ii) below and that all
Voting  Shares  deposited pursuant to the bid may be withdrawn at any time prior
to  the  close  of  business  on  such  date;

(ii)     no Voting Shares will be taken up or paid for pursuant to the bid prior
to  the close of business on a date which is not less than 60 days following the
date  of  the bid and unless Independent Shareholders have deposited or tendered
shares representing more than 50% of the Voting Shares then outstanding pursuant
to  the  bid  and  have  not  withdrawn  such  shares;  and

(iii)     should the condition referred to in (ii) above be met, the bid will be
extended  on  the same terms for a period of not less than 10 days from the date
referred  to in (ii) above provided that where a greater number of Voting Shares
are  deposited  than the bidder is bound or willing to acquire pursuant to a bid
for  less  than  all  of the Voting Shares held by Independent Shareholders, the
Voting  Shares  must  be  taken  up  and  paid  for  on  a  pro  rata  basis.

A  Competing  Permitted  Bid  may proceed contemporaneously with a Permitted Bid
provided  it  expires  on  the  later of 35 days after the date of the Competing
Permitted  Bid  and  60  days  following the date of the earliest Permitted Bid.

The  Corporation is of the view that the requirement that the bid be made to all
registered holders of Voting Shares, wherever resident, is necessary in order to
ensure  equal  treatment  for  all Shareholders, particularly as a number of the
Corporation's  Shareholders  reside  in  the  United  States.

Redemption  and  Waiver

The  Board  may, at its option, at any time prior to the Flip-in Event, with the
prior  consent  of  holders  of Voting Shares or Rights, as applicable, elect to
redeem  all  but not less than all of the Rights at a redemption price of $0.001
per  Right  and,  in  that event, the right of holders of Rights to exercise the
Rights  will  terminate.  The


                                        4


<PAGE>


Rights  Agreement  also  gives  the  Board  the  right in certain circumstances,
without the prior consent of holders of Voting Shares or Rights,  as applicable,
to waive the application of the Rights Agreement, as set out  therein.

For  example,  the  Rights  Agreement contains certain provisions with regard to
waiver  of  the  Rights  Agreement  if  a  person  became an Acquiring Person by
inadvertence  and  without  any  intention  to become or knowledge that it would
become  an  Acquiring  Person  under  the Rights Agreement in the event that the
person, within 10 days following the determination by the Board, has reduced its
beneficial  ownership  of  Voting  Shares  such  that the person is no longer an
Acquiring  Person.  If  the  person  remains an Acquiring Person at the close of
business  following  the  10  days,  the  provisions of the Rights Agreement are
triggered.

Supplements  and  Amendments

The  ability  of the Corporation to amend the Rights Agreement is subject to the
terms contained therein.  The Corporation may amend or supplement the agreement,
inter  alia,  as  follows:

(a)     without the consent of holders of Voting Shares or Rights to correct any
clerical or typographical error or cure any ambiguity or inconsistency which are
required  to  maintain  the  validity of the Rights Agreement as a result of any
change  in  any  applicable  legislation,  regulations  or  rules  thereunder;

(b)     with  the  prior  consent  of  the holders of Voting Shares, at any time
prior  to  the  Separation  Time,  supplement,  amend, vary or delete any of the
provisions;

(c)     with the prior consent of the holders of Rights, at any time on or after
the  Separation  Time and before the Expiration Time, supplement, amend, vary or
delete  any  of  the  provisions;  and

(d)     without  the  prior  approval  of  any  holders  of Voting Shares or the
Rights,  supplement,  amend,  delete or vary any of the provisions of the Rights
Agreement  or  the  Rights  as  may  be  required  to  maintain  its validity or
effectiveness  including  without limitation, revising the Exercise Price of the
Rights  as  a  result  of  any  change  in  applicable legislation or regulation
provided  that:  (i)  if  made  before  the Separation Time, any such amendment,
supplement,  variation or deletion shall be submitted to the Shareholders of the
Corporation at the next general meeting of the Shareholders for confirmation; or
(ii)  if  made  after  the  Separation  Time,  any  such amendment, variation or
deletion  shall  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 for confirmation.  If the Corporation fails to
receive  confirmation  by  its  Shareholders,  then  such supplement, amendment,
variation or deletion shall cease to be effective from and after the termination
of  the  meeting.

Notwithstanding anything in the Rights Agreement, no amendment or supplement may
be  made  to  the  provisions  concerning  the  Rights Agent without the express
written  consent  of  the  Rights  Agent.

The  Rights  Agreement,  which  includes as Exhibit A thereto the Form of Rights
Certificate,  is  attached  hereto  as  Exhibit  1 and is incorporated herein by
reference.


                                        5


<PAGE>


ITEM  2.     EXHIBITS

EXHIBIT  NO.     DESCRIPTION
- ------------     -----------
     1          Amended and Restated Shareholder Rights Plan Agreement, dated as
                of  May  16,  2003  between MFC Bancorp Ltd. and Computershare
                Investor Services Inc.,  which  includes  as  Exhibit  A thereto
                the Form of Rights Certificate.

                                        6


<PAGE>


                                    SIGNATURE

Pursuant  to  the  requirements  of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Registration Statement to be signed on
its  behalf  by  the  undersigned,  thereunto  duly  authorized.

MFC  BANCORP  LTD.

  /s/ Roy Zanatta
- -------------------------
Roy Zanatta
Secretary

Dated:  May 28, 2003

                                        7


<PAGE>


                                  EXHIBIT INDEX

EXHIBIT  NO.     DESCRIPTION
- ------------     -----------
     1           Amended  and  Restated Shareholder Rights Plan Agreement,
                 dated as of May 16, 2003, between MFC Bancorp Ltd. and
                 Computershare Investor Services Inc., which  includes  as
                 Exhibit  A  thereto  the  Form  of  Rights  Certificate.

                                        8


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>




                                MFC BANCORP LTD.




             AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT

              dated for reference and effective as of May 16, 2003

    (amending and restating the Shareholder Protection Rights Plan Agreement
   dated as of May 18, 1993 and confirmed by shareholders at the annual meeting
                             held on June 25, 1993.)








                      COMPUTERSHARE INVESTOR SERVICES INC.

                                 as Rights Agent








                                 SANGRA, MOLLER
                             Barristers & Solicitors


<PAGE>


                                TABLE OF CONTENTS

ARTICLE 1.    -INTERPRETATION                                                  2
  1.1.    Definitions                                                          2
  1.2.    Currency                                                            15
  1.3.    Grandfather Provision                                               15
  1.4.    Holder                                                              15
  1.5.    Acting Jointly or in Concert                                        16
  1.6.    Headings and References                                             16
  1.7.    Singular, Plural etc.                                               16
  1.8.    Schedule                                                            16
ARTICLE 2.    -THE RIGHTS                                                     16
  2.1.    Legend on Certificates                                              16
  2.2.    Initial Exercise Price; Exercise of Rights; Detachment of Rights    17
  2.3.    Adjustments to Exercise Price; Number of Rights                     19
  2.4.    Date on which Exercise is Effective                                 24
  2.5.    Execution, Authentication, Delivery and Dating of Rights
            Certificate                                                       24
  2.6.    Registration, Registration of Transfer and Exchange                 25
  2.7.    Mutilated, Destroyed, Lost and Stolen Rights Certificates           25
  2.8.    Persons Deemed Owners                                               26
  2.9.    Delivery and Cancellation of Certificates                           26
  2.10.   Agreement of Rights Holders                                         26
  2.11.   Rights Held by the Corporation and Subsidiaries                     27
ARTICLE 3.    -ADJUSTMENTS TO THE RIGHTS                                      27
  3.1.     Flip-in Event                                                      27
ARTICLE 4.    -THE RIGHTS AGENT                                               29
  4.1.    General                                                             29
  4.2.    Merger, Amalgamation or Consolidation or Change of Name of
             Rights Agent                                                     30
  4.3.    Duties of Rights Agent                                              30
  4.4.    Change of Rights Agent                                              32
ARTICLE 5.    MISCELLANEOUS                                                  32
  5.1.    Redemption and Waiver                                               32
  5.2.    Expiration                                                          34
  5.3.    Issuance of New Rights Certificates                                 34
  5.4.    Supplements and Amendments                                          34
  5.5.    Fractional Rights and Fractional Shares                             36
  5.6.    Rights of Action                                                    36
  5.7.    Holder of Rights Not Deemed a Shareholder                           36
  5.8.    Notice of Proposed Actions                                          37
  5.9.    Notices                                                             37
  5.10.   Costs of Enforcement                                                38
  5.11.   Successors                                                          38
  5.12.   Benefits of this Agreement                                          38
  5.13.   Governing Law                                                       38
  5.14.   Counterparts and Facsimile                                          38
  5.15.   Severability                                                        38
  5.16.   Effective Date                                                      38
  5.17.   Shareholder Review                                                  39
  5.18.   Determinations and Actions by the Board of Directors                39
  5.19.   Declaration as to Non-Canadian Holders                              39
  5.20.   Withholding Rights                                                  40
  5.21.   Time of Essence                                                     40


<PAGE>


             AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT


     THIS  AMENDED  AND  RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT is dated for
reference  and  made  effective  as  of  the 16th day of May, 2003 (amending and
restating  the  shareholder  protection rights plan agreement of the Corporation
dated  as of May 18, 1993 and confirmed by shareholders at the annual meeting of
the  Corporation  held  on  June  25,  1993).

BETWEEN:

             MFC  BANCORP LTD., a corporation organized under the laws of
             -----------------
             the Yukon Territory having its registered office at Suite 300
             - 204 Black Street, Whitehorse, Yukon.

             (the  "Corporation")

                                                               OF THE FIRST PART

             COMPUTERSHARE INVESTOR SERVICES INC., a trust company existing
             ------------------------------------
             under  the  laws of Canada  having  an  office  at  510 Burrard
             Street Suite 408, Vancouver, British Columbia,  V6C  3B9.

             (the  "Rights Agent")

                                                              OF THE SECOND PART

WHEREAS:

A.     The  term  of  the  shareholder  rights  protection plan agreement of the
Corporation,  initially  adopted by the Board of Directors of the Corporation on
May 17, 1993 and subsequently confirmed by shareholders at the annual meeting of
the  Corporation  held  on June 25, 1993, expires on May 18, 2003 (the "Original
Rights  Plan");

B.     The  Board of Directors has been advised that, based upon the experiences
of  other  corporations  and  taking  into  account  the  circumstances  of  the
Corporation  itself  including,  inter  alia,  the  regulation  of  significant
ownership  interests  of  certain  of  its  financial  services  businesses, the
adoption  of  the  Rights  Plan  is  in  the  best interests of the Corporation;

C.     The  Board of Directors has determined that it is in the best interest of
the  Corporation  to  adopt this shareholder rights plan effective as of May 16,
2003,  to  amend,  restate  and replace the Original Rights Plan, inter alia, in
order  to:

   (a)   facilitate the  maximization  of  shareholder  value  if  a substantial
portion of the Voting Shares or the assets of the Corporation are to be acquired
by  any  Person  and,  to  the  extent  possible,  ensure  shareholders  of  the
Corporation  are  treated  fairly  in  connection  with any takeover bid for the
Corporation;

   (b)   protect the  Corporation  and its shareholders from abusive or coercive
acquisition  tactics  or  acquisitions which may not be in the best interests of
the  Corporation  and  its  shareholders;  and


<PAGE>


                                        2

   (c)   provide a  framework  in  which  appropriate  take-over  bids  for  the
Corporation  can  be  put before its shareholders in a fair and proper manner so
that  its  shareholders  can make a fully informed decision with respect to such
take-over  bids;

D.     It  is  not the intention of the Board of Directors of the Corporation to
adopt  the  Rights  Plan  as  a  means  of preventing any Person from seeking to
acquire  the Voting Shares or the assets of the Corporation, provided they do so
in  a  manner that is fair to all shareholders, or of foreclosing the ability of
the  Board  of  Directors  to  take any action that in its fiduciary capacity it
considers  reasonable in the circumstances of any such transaction having regard
for  the  best  interests  of  the  Corporation;

E.     In  order  to  implement  the  Rights  Plan,  the Board of Directors has:

   (a)   authorized and  declared  effective  immediately following the Close of
Business  on  May 20, 2003 a distribution of one right (a "Right") in respect of
each  Common  Share  outstanding  at  the Close of Business on May 20, 2003 (the
"Record  Time");  and

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

F.     Each  Right  entitles  the  holder thereof, after the Separation Time but
before  the  Expiration  Time, to purchase securities of the Corporation (or, in
certain  cases,  of certain other entities) pursuant to the terms and subject to
the  conditions  set  forth  herein;

G.     The  Corporation  desires to appoint Computershare Investor Services Inc.
as the Rights Agent to act on behalf of the Corporation, and the Rights Agent is
willing  to  so  act,  in  connection  with the issuance, transfer, exchange and
replacement  of  Rights  Certificates  (as  hereafter  defined), the exercise of
Rights  and  other  matters  referred  to  herein;  and

H.     The  Board  of Directors has determined that it is advisable to amend and
restate,  effective  May 16, 2003, the Original Rights Plan (such rights plan as
amended and restated hereby is herein referred to as the "Rights Plan") upon the
terms  and  conditions  hereinafter  set  forth;

     NOW,  THEREFORE, in consideration of the premises and the mutual agreements
set forth herein, the parties hereto hereby agree that this Agreement amends and
restates  the  Original  Rights  Plan  to  read  in  its  entirety  as  follows:


                        ARTICLE 1. - INTERPRETATION

1.1.     DEFINITIONS

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

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

   (i)    the  Corporation  or  any  Subsidiary  or  Affiliate;

   (ii)   any  Person  who  becomes  the  Beneficial Owner of 20% or more of the
outstanding  Voting  Shares  of  the  Corporation after the Record Time and such

<PAGE>


                                        3

Person's  Beneficial  Ownership  does  not  exceed  the  number of Voting Shares
Beneficially  Owned  by  such  Person immediately prior to the Record Time other
than  as  a  result  of  any  one  or  a  combination  of:

        (A)  acquisitions or redemptions by the Corporation of Voting Shares of
the  Corporation  which,  by  reducing  the number of Voting Shares outstanding,
increases  the  proportionate number of Voting Shares Beneficially Owned by such
Person  to  20% or more of the Voting Shares of the Corporation then outstanding
("Voting Share Reductions");

        (B)  share acquisitions made pursuant to a  Permitted Bid or a Competing
Permitted  Bid  ("Permitted Bid Acquisitions");

        (C)  share  acquisitions  (1) in respect of which the Board of Directors
of  the  Corporation  has  waived the application of Section 3.1 pursuant to the
provisions of subsections 5.1(b), 5.1(c) or 5.1(d); or (2) which were made prior
to  the Original Record Time or (3) pursuant to an amalgamation, merger or other
statutory  procedure  requiring  shareholder  approval  ("Exempt Acquisition");

        (D)  the  acquisition  of  Voting  Shares  upon  the  exercise  of
Convertible  Securities  received  by  such  Person  pursuant to a Permitted Bid
Acquisition, Exempt Acquisition or a Pro Rata Acquisition ("Convertible Security
Acquisitions");

        (E)  a  Pro-rata  Acquisition;

provided,  however, that if a Person shall become the Beneficial Owner of 20% or
more  of  the Voting Shares of the Corporation then outstanding by reason of any
one  or  a  combination  of  (i)  Permitted  Bid Acquisitions, (ii) Voting Share
Reductions,  (iii)  Exempt Acquisitions, (iv) Convertible Security Acquisitions,
or  (v) Pro-rata Acquisitions and, after such Permitted Bid Acquisitions, Voting
Share  Reductions,  Exempt  Acquisitions,  Convertible  Security Acquisitions or
Pro-rata  Acquisitions,  and such Person is, at the time such Person becomes the
Beneficial Owner of 20% or more of the outstanding Voting Shares, or becomes, at
any  time thereafter while such Person is the Beneficial Owner of 20% or more of
the  Voting  Shares of the Corporation then outstanding, the Beneficial Owner of
any additional Voting Shares constituting more than 1% of the Voting Shares then
outstanding of the Corporation (other than pursuant to any one or combination of
Permitted  Bid  Acquisitions,  Voting  Share  Reductions,  Exempt  Acquisitions,
Convertible  Security Acquisitions or Pro-rata Acquisitions) then as of the date
such  Person  becomes  the  Beneficial  Owner  of 20% or more of the outstanding
Voting  Shares  while  holding  such  additional  Voting  Shares, or becomes the
beneficial  holder  of such additional Voting Shares, while the Beneficial Owner
of  20%  or  more of the Voting Shares, as the case may be, such Person shall be
deemed  to  be  an  "Acquiring Person";

   (iii)  for  the  period  of  10  days  after  the  Disqualification  Date (as
hereinafter defined), any Person who becomes the Beneficial Owner of 20% or more
of  the  outstanding Voting Shares of the Corporation as a result of such Person
becoming disqualified from relying on paragraph 1.1(g)(vi) hereof solely because
such Person has made or proposes to make a tender or exchange offer or


<PAGE>


                                        4

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 purposes of this definition, shall include, without
limitation, a  report filed pursuant to  Section  111  of the Securities Act
(British Columbia), Section 176 of the Securities Act (Alberta), Sections
147.11 and  147.12  of  the Securities Act (Quebec) or Section 13(d) under
the Exchange Act)  by  such Person or the Corporation of the intent to commence
such a tender or  exchange  offer or Take-over Bid (or pursuant to any
comparable or successor laws,  rules  or  regulations) being herein referred
to as the "Disqualification Date";  or

   (iv)  an underwriter or member of a banking or selling group that becomes the
Beneficial  Owner  of  20%  or  more  of  the Voting Shares in connection with a
distribution  of  securities  by  way  of  prospectus  or  private  placement.

(b)     "Adjusted Exercise Price" means the price at which a holder may purchase
the  securities  issuable  upon  exercise  of  Rights  pursuant  to the terms of
paragraph  3.1(a)(ii)  which,  until  adjustment  thereof in accordance with the
terms  hereof,  shall be equal to the Exercise Price multiplied by a fraction in
which:

   (i)    the  numerator  is  the number of Shares per Right that may be
purchased pursuant  to  paragraph  3.1(a)(ii);  and

   (ii)   the denominator is the number of Shares per Right that could have been
purchased  pursuant  to  paragraph  3.1(a)(i)  in  the event that there had been
sufficient  authorized  but  unissued  Common  Shares to permit each holder of a
Right  (other  than an Acquiring Person or a transferee of the kind described in
paragraph  3.1(b)(ii))  to  purchase  the  number of Common Shares to which they
would  have  been  entitled  under  paragraph  3.1(a)(i);

(c)     "Adjustment Factor"  shall  mean  a  fraction  in  which:

   (i)    the numerator  is equal  to  the Corporation's authorized but unissued
Voting  Shares;  and

   (ii)   the denominator  is  equal to the Corporation's issued and outstanding
Voting  Shares  minus those Voting Shares that the Acquiring Person Beneficially
owns;

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

(e)     "Agreement"  means this Rights Plan as amended, modified or supplemented
from  time  to  time;

(f)     "Associate"  shall  mean,  when  used  to indicate a relationship with a
specified  Person,  (i)  a spouse of that Person, (ii) any Person of the same or
opposite  sex with whom that Person is living in a conjugal relationship outside
marriage,  (iii)  any  relative  of  that  Person  if that relative has the same
residence  as  that  Person  or (iv) any relative of such spouse or other Person
referred  to  in  the immediately preceding clauses (i), (ii) or (iii) above, if
that  relative  has  the  same  residence  as  the  specified  Person;


<PAGE>


                                        5

(g)     Subject to Section 1.3, 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 such Person's Affiliates or
Associates  is,  directly  or  indirectly,  an  owner  at  law  or  in  equity;

   (ii)   any securities  which  such  Person or any such Person's Affiliates or
Associates,  directly  or  indirectly,  has  a  right  to vote or dispose or has
"beneficial  ownership"  of (as determined pursuant to Rule 13d-3 of the General
Rules  and  Regulations  under  the  Exchange  Act),  including  pursuant to any
agreement,  arrangement  or  understanding,  whether  or  not  in  writing;

   (iii)  any  securities  as  to  which  such  Person  or  any of such Person's
Affiliates or Associates, directly or indirectly, has:  (A) the right to acquire
upon  the  exercise  of  Convertible  Securities;  or  (B)  the right to acquire
(whether such right is exercisable immediately or the lapse or after the passage
of  time  or  upon the occurrence of a contingency or otherwise) pursuant to any
agreement,  arrangement,  pledge  or  understanding (whether or not in writing),

in either case where such right is exercisable within 60 days and 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 and other than pledges of
securities  in  the  ordinary  course  of  business);  or

   (iv)   any securities  which  are Beneficially Owned, directly or indirectly,
within  the  meaning  of paragraphs 1.1(g)(i), (ii) or (iii) by any other Person
with  which  such  Person  or  any  of such Person's Affiliates or Associates in
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;

   (v)    because such security  has  been  agreed  to  be deposited or tendered
pursuant  to  a  Permitted  Lock-up  Agreement,  or  is  otherwise  deposited or
tendered, to any Take-over Bid made by such Person, made by any of such Person's
Affiliates  or  Associates  or  made  by  any  other Person acting jointly or in
concert  with  such  Person  until  such deposited or tendered security has been
taken  up  or  paid  for,  whichever  shall  first  occur;

   (vi)   because such  Person, or any of such Persons' Affiliates or Associates
or  any  other  Person  referred to in paragraph l.1(g)(iv), holds such security
provided  that:

        (A)  the ordinary business of any such Person (the "Investment Manager")
includes  the  management  of  investment  funds  for  others  (which,  without
limitation,  may  include or be limited to one or more employee benefit plans or
pension  plans)  and  such  security  is  held  by the Investment Manager in the
ordinary course of such business in the performance of such Investment Manager's
duties for the account of any other Person, including the acquisition or holding
of  securities  for non-discretionary accounts on behalf of a client by a broker
or  dealer  registered  under  applicable  securities  laws  (a  "Client");


<PAGE>


                                        6

        (B)  such Person (the "Trust Company")  is licensed  to  carry  on  the
business  of a trust company under applicable laws and, as such, acts as trustee
or administrator or in a similar capacity in relation to the estates of deceased
or  incompetent  Persons  (each  an  "Estate Account")  or in relation to other
accounts  (each  an  "Other Account")  and  holds such security in the ordinary
course  of  such  duties  for  such  Estate  Accounts  or  Other  Accounts;

        (C)  the  ordinary business of such person includes, acting as an agent
of the Crown  in  the  management  of  public  assets  (the  "Crown Agent");

        (D)  the Person is  an  independent  person (the  "Independent Person")
established  by  statute  for,  among other things, and the ordinary business or
activity  of  such  Person  includes, the administration of investment funds for
employee benefit plans, pension plans, insurance plans or various public bodies;
or

        (E)  such Person (the "Administrator") is the  administrator  or trustee
of  one  or  more  pension  funds,  plans  or  related  trusts  (a  "Plan")
registered  or  qualified  under  the  laws  of  Canada  or  any  Province
thereof  or  the  laws  of  the  United  States  of  America  or  any  State
thereof  or  is  a  Plan;

provided  that  the  Investment Manager, the Trust Company, the Crown Agent, the
Independent  Person,  the Administrator and the Plan, as the case may be, is not
then exercising or threatening to exercise control, proposing, in respect of the
Corporation,  an  amalgamation,  merger,  arrangement  or  sale  of  all  or
substantially  all  of  the  assets  of  the  Corporation  or making, or has not
announced  an  intention to make, a Take-over Bid or proposal, in respect of the
Corporation,  for  any  amalgamation,  merger,  arrangement  or  sale  of all or
substantially  all  of the assets of the Corporation, alone or by acting jointly
or  in  concert  with  any  other  Person;

   (vii)  because  such Person is (1) a Client of the same Investment Manager as
another  Person on whose account the Investment Manager holds such security, (2)
because  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  (3)  a Plan with the same Administrator as another Plan on whose account the
Administrator  holds  such  security;

   (viii) where  such  Person  is:

        (A)  a  Client  of an Investment Manager and such security is owned at
law or in  equity  by  the  Investment  Manager;

        (B)  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

        (C)  a  Plan  and such security  is  owned  at  law or in equity by the
Administrator  of  the  Plan;


<PAGE>


                                        7

   (ix)   under  subparagraph (ii)  above  as  a result  of  any  agreement,
arrangement  or  understanding  to  vote  such  securities,  if  such agreement,
arrangement  or understanding: (A) arises solely from a revocable proxy given in
response  to  a  public  proxy  made  pursuant  to,  and in accordance with, the
applicable  provisions of the Canadian Securities Laws and the general rules and
regulations  under the Exchange Act, and (B) is not also then reportable by such
Person  on  Schedule  D  under  the  Exchange  Act (or a comparable or successor
report);

   (x)    where such Person is a registered holder of such security as a result
of  carrying  on  the  business  of,  or  acting  as  a nominee of, a securities
depository;

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

(h)     "Board of Directors"  shall  mean  the  board  of  directors  of  the
Corporation  or,  if duly constituted and whenever duly empowered, the executive
committee  of  the  board  of  directors  of  the  Corporation;

(i)     "Business Day" shall mean any day other than a Saturday, Sunday or a day
that  banking  institutions  in  Vancouver,  British Columbia, are authorized or
obligated  by  law  to  close;

(j)     "Business Corporations Act (Yukon)" shall mean the Business Corporations
Act, R.S.Y. 1986, c.15 and the regulations promulgated thereunder, as amended or
restated,  and  any  successor  legislation  thereto;

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

(l)     "Canadian Securities Laws" means the Securities Act (British Columbia),
Securities  Act  (Alberta),  Securities Act (Quebec), the regulations, rules and
applicable  policies  thereunder  and  any other securities laws, regulations or
rules  of  Canada  or  any  territory  thereof  which  may  be applicable to the
Corporation  from  time  to  time;

(m)     "Canadian-U.S.  Exchange Rate" shall mean on any date the inverse of the
U.S./Canadian  Exchange  Rate;

(n)     "Close  of  Business" on any given date shall mean the time on such date
(or,  if  such  date  is  not  a  Business  Day, the time on the next succeeding
Business Day) at which the office of the transfer agent for the Common Shares in
the  City of Vancouver (or, after the Separation Time, the offices of the Rights
Agent  in  the  City  of  Vancouver)  becomes  closed  to  the  public;

(o)     "Common Shares"  shall  mean common shares of the Corporation and, when
used  with  reference  to  any Person other than the Corporation, shall mean the
class  or  classes  of shares (or similar equity interest) with the greatest per
share  voting  power entitled to vote generally in the election of all directors
of  such  other  Person  or the equity securities or other equity interest of an
entity  having  power  (whether  or  not  exercised)  to  control  or direct the
management of such other Person; if such other Person is a Subsidiary of

<PAGE>


                                        8

another person,  "such  other  Person"  as used herein shall mean the Person
or Persons which  ultimately  control  such  first-mentioned  Person;

(p)     "Competing  Permitted  Bid"  means  a  Take-over  Bid  that:

   (i)   is  made for the Voting Shares after a Permitted Bid for Voting Shares
has  been  made  but  prior  to  the  expiry  of  such  Permitted  Bid;

   (ii)  satisfies  all  of  the  conditions  of the definition of Permitted Bid
subject  to  paragraph  1.1(p)(iii)  below;  and

   (iii) contains,  and  the  take-up  and  payment  for securities tendered or
deposited is subject to, an irrevocable and unqualified condition that no Voting
Shares  will be taken up and paid for pursuant to the Take-over Bid prior to the
close of business on a date which is not earlier than the later of 35 days after
the date of the Take-over Bid or the 60th day following the date of the earliest
Permitted  Bid;

(q)     "Convertible Securities"  means,  at any time, any securities issued by
the Corporation from time to time (other than the Rights) carrying any exercise,
conversion  or  exchange right (whether such right is exercisable immediately or
upon  the  lapse  or  after  the  passage  of  time  or upon the occurrence of a
contingency  or otherwise) pursuant to which the holder thereof may, directly or
indirectly,  acquire  Voting  Shares  or  other securities which are convertible
into,  exercisable  into  or  exchangeable  for  Voting  Shares;

(r)     "Convertible Security Acquisitions"  has  the meaning set forth in the
definition  of  "Acquiring  Person"  herein;

(s)     "Corporation"  means MFC Bancorp Ltd. a corporation duly organized under
the  laws  of  the  Yukon  Territory,  Canada;

(t)     "Exchange Act"  shall  mean  the Securities Exchange Act of 1934 of the
United  States, and the rules and regulations promulgated thereunder, as amended
or  restated,  and  any  successor  legislation  thereto;

(u)     "Exempt Acquisition"  shall  have  the  meaning ascribed thereto in the
definition  of  Acquiring  Person;

(v)     "Exercise Price" shall mean, as of any date, the price at which a holder
may  purchase the securities issuable upon exercise of one whole Right and until
adjustment  or  amendment  thereof  in  accordance  with  the  terms hereof, the
Exercise  Price  shall  equal  $75;

(w)     "Expiration Time"  shall  mean  the  earlier  of:

   (i)   the  Termination  Time;  or

   (ii)  subject to  Section  5.17, the Close of Business on that date which is
the  earlier  of  the  date of termination of the meeting called to consider the
reconfirmation  of this Agreement and the date of termination of the 2006 annual
meeting  of shareholders of the Corporation or, if this Agreement is reconfirmed
at  such  meeting,  the  date  of  termination  of  the  2009  annual meeting of
shareholders  of  the  Corporation;


<PAGE>


                                        9

(x)     "Flip-in  Event"  shall  mean  a  transaction  in which any Person shall
become  an  Acquiring  Person;

(y)     "Holder"  has  the  meaning  ascribed  thereto  in  Section  1.4 hereof;

(z)     "Independent Shareholders"  shall  mean  holders  of outstanding Voting
Shares of the Corporation excluding (i) any Acquiring Person; or (ii) any Person
(other than a Person who is deemed not to Beneficially Own such Voting Shares by
reason  of  paragraph  1.1(g)(vi))  that  is  making  or has announced a current
intention  to  make  a  Take-over  Bid  for  Voting  Shares  of  the Corporation
(including  a Permitted Bid or a Competing Permitted Bid) but excluding any such
Person  if  the  Take-over  Bid  so  announced  or  made by such Person has been
withdrawn,  terminated  or, expired; or (iii) any Affiliate or Associate of such
Acquiring  Person  or a Person referred to in paragraph (ii); or (iv) any Person
acting  jointly or in concert with such Acquiring Person or a Person referred to
in  paragraph  (ii);  or  (v)  a Person who is a trustee of any employee benefit
plan,  share  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 the plan or trust direct the manner in
which  the Voting Shares are to be voted or direct whether the Voting Shares are
to  be  tendered  to  a  Take-over  Bid;

(aa)     "Market Price" per share of any securities on any date of determination
shall  mean  the average of the daily Closing Price Per Share of such securities
(determined  as  described  below)  on  each  of the 20 consecutive Trading Days
through and including the Trading Day immediately preceding such date; provided,
however,  that if an event of a type analogous to any of the events described in
Section  2.3  hereof  shall have caused the closing prices used to determine the
Market  Price  on  any  Trading Days not to be fully comparable with the closing
price  on  such  date of determination or, if the date of determination is not a
Trading  Day,  on the immediately preceding Trading Day, each such closing price
so  used shall be appropriately adjusted in a manner analogous to the applicable
adjustment  provided  for  in  Section  2.3  hereof  in  order  to make it fully
comparable  with the closing price on such date of determination or, if the date
of determination is not a Trading Day, on the immediately preceding Trading Day.
The  "Closing Price Per Share"  of  any  securities  on  any  date  shall be:

   (i)    the closing board  lot sale price, or, if such price is not available,
the  average  of the closing bid and asked prices, for each share as reported by
the  stock exchange or national securities quotation system in the United States
on  which  such securities are listed or quoted or admitted to trading (provided
that  if  at  the  date of determination such securities are listed or quoted or
admitted  to  trading  on  more  than  one stock exchange or national securities
quotation  system,  such  price or prices shall be determined based on the stock
exchange  or  national  securities quotation system on which such securities are
then listed or quoted or admitted to trading on which the largest number of such
securities  were  traded  during  the  most  recently  completed calendar year);

   (ii)   if the securities are not listed or quoted or posted for trading on
any stock exchange or national securities quotation system in the United States,
the  last  sale price, regular way, or, in case no such sale takes place on such
date,  the  average  of  the closing bid and asked prices, regular way, for each
share  of  such securities as reported in the principal consolidated transaction
reporting  system with respect to securities listed or posted for trading on the
principal  national  securities


<PAGE>


                                       10

exchange  in the United States on which such securities are listed or posted
for trading;

   (iii)   if for any reason none of such prices is available on such date or
the  securities are not listed or admitted to trading on a stock exchange in the
United  States  or a national securities exchange in the United States, 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 by the
Board  of  Directors  of  the  Corporation;

   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 by the Board of Directors of the Corporation, after consultation
with  a  nationally and internationally recognized investment banking firm with
respect to  the  fair  value  per  share  of  such securities. The Market Price
shall be expressed  in  Canadian dollars and if initially determined in respect
of any day forming part of  the  20  consecutive Trading Day period in question
in  United  States  dollars,  such  amount  shall be translated  into  Canadian
dollars at the Canadian  Dollar  Equivalent  thereof;

(bb)     "Offer to Acquire"  shall  include:

   (i)   an offer to  purchase,  or  a solicitation of an offer to sell, Voting
Shares;  and

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

(cc)     "Offeror" shall mean a Person who has announced, and has not withdrawn,
an  intention  to  make  or  who  has  made  or  is  making  a  Take-over  Bid;

(dd)     "Offeror's Securities"  means  Voting  Shares Beneficially Owned by an
Offeror and any Person acting jointly or in concert with such Person on the date
of  an  Offer  to  Acquire;

(ee)     "Original Record Time" means the time that is the Close of Business on
May  18,  1993;

(ff)     "Permitted Bid" means a Take-over Bid made by means of a Take-over Bid
Circular  and  which  also  complies  with  the following additional provisions:

   (i)   the  Take-over Bid  is  made  to all holders of record of Voting Shares
wherever  resident  as  registered on the books of the Corporation, on identical
terms;

   (ii)  the  Take-over Bid contains irrevocable and unqualified provisions that
all  Voting  Shares  may  be deposited pursuant to the Take-over Bid at any time
prior to the Close of Business on the date referred to in paragraph 1.1(ee)(iii)
and  that  all


<PAGE>


                                       11

Voting  Shares  deposited  pursuant  to  the  Take-over  Bid  may
be withdrawn at  any  time  prior  to  the  Close  of  Business  on  such  date;

   (iii)   the  Take-over  Bid  contains,  and  the  take  up  and  payment  for
securities  tendered  or deposited is subject to, an irrevocable and unqualified
provision  that  no  Voting  Shares will be taken up or paid for pursuant to the
Take-over Bid prior to the Close of Business on a date which is not less than 60
days following the date of the Take-over Bid and that Voting Shares shall not be
taken  up  and  paid  for  by  the  Offeror unless Independent Shareholders have
deposited  or  tendered  shares  representing more than 50% of the Voting Shares
then  outstanding  pursuant  to  the  Take-over  Bid and have not withdrawn such
shares;  and

   (iv)    the  Take-over Bid contains  an irrevocable and unqualified provision
that,  should  the  condition  referred to in paragraph 1.1(ee)(iii) be met, the
Offeror  will make a public announcement of that fact, the Take-over Bid will be
extended  on  the same terms for a period of not less than 10 days from the date
referred  to in paragraph 1.1(ee)(iii) and where a greater number of such Voting
Shares  is  deposited  pursuant  thereto than the Offeror is bound or willing to
acquire  under  the  Take-over Bid, the Voting Shares shall be taken up and paid
for  on  a  pro  rata  basis;

(gg)     "Permitted Bid Acquisitions" shall have the meaning ascribed thereto in
the  definition  of  Acquiring  Person;

(hh)     "Permitted Lock-up Agreement"  means an agreement between an Offeror,
any  of  its  Affiliates  or Associates or any other Person acting jointly or in
concert  with  the  Offeror  and a Person (the "Locked-up Person") (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 of the Lock-up Bid (as
defined  below),  or  if  the Lock-up Bid has been made prior to the date of the
Lock-up  Agreement  not  later than the first Business Day following the date of
the  Lock-up Agreement) who is not an Affiliate or Associate of the Offeror or a
Person  acting  jointly  or  in  concert  with the Offeror whereby the Locked-up
Person  agrees  to  deposit  or  tender  the Voting Shares held by the Locked-up
Person to the Offeror's Take-over Bid or to any Take-over Bid made by any of the
Offeror's Affiliates or Associates or made by any other Person acting jointly or
in  concert  with  the  Offeror  (the  "Lock-up  Bid"),  where  the  agreement:

   (i)     (A)  permits  the  Locked-up  Person to withdraw the Voting Shares in
order  to  tender  or  deposit  the Voting Shares to another Take-over Bid or to
support  another  transaction  that  contains  an offering price for each Voting
Share  that  exceeds,  or provides a value for each Voting Share that is greater
than,  the  offering  price contained or proposed to be contained in the Lock-up
Bid;

           (B)  permits  the  Locked-up Person to withdraw the Voting Shares in
order  to  tender or  deposit  the  Voting Shares to another Take-over Bid or to
support  another  transaction  that  contains  an offering price for each Voting
Share  that  exceeds,  or provides a value for each Voting Share that is greater
than,  the  offering  price  contained  in  or  proposed to be contained in, the
Lock-up  Bid by as much or more than a specified amount (the "Specified Amount")
and  the  Specified  Amount is not


<PAGE>


                                       12

greater  than  5%  of  the  offering  price that is contained or proposed to be
contained  in  the  Lock-up  Bid;  or

           (C)  permits  the  Locked-up Person to withdraw the Voting Shares in
order  to  tender  or  deposit  the Voting Shares to another Take-over Bid for a
number of Voting Shares at least 5%greater than the number of Voting Shares that
were  the  subject of the Lock-up Bid at a price that is not less than the price
or  value  per  Voting  Share  offered  under  the  Lock-up  Bid;  and

   (ii)    does not provide  for  any "break-up fees", "top-up fees", penalties,
expenses  or  other  amounts that exceed in the aggregate the cash equivalent of
2.5%  of  the price or value payable to the Locked-up Person under the Take-over
Bid or one-half of the increased price or value that is paid pursuant to another
Take-over  Bid  or  transaction, whichever is the greater, in the event that the
Locked-up  Person  fails  to  tender  Voting Shares pursuant thereto in order to
accept  the  other  Take-over  Bid  or  support  another  transaction;

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

(ii)     "Person"  shall  include  any  individual,  firm,  partnership, limited
partnership,  association,  trust, trustee, personal representative, group, body
corporate,  corporation,  unincorporated  organization,  syndicate, governmental
entity,  or  other  entity  wherever  situate  or  domiciled;

(jj)     "Pro-Rata Acquisitions" means acquisitions by a Person of Voting Shares
pursuant  to  (i)  any  dividend reinvestment plan, share purchase plan or other
plan  of  the  Corporation made available to all holders of Voting Shares (other
than  holders  resident  in any jurisdiction where participation in such plan is
restricted or impractical as a result of applicable law); (ii) a stock dividend,
a  stock  split  or  other  event  pursuant  to  which  such  Person becomes the
Beneficial  Owner  of  Voting  Shares  on  the  same pro rata basis as all other
holders  of  Voting Shares of the same class or series; (iii) the acquisition or
exercise  of  rights  to  purchase  Voting  Shares distributed to all holders of
Voting  Shares  (other  than  holders  resident  in  any jurisdiction where such
distribution  or exercise is restricted or impractical as a result of applicable
law)  by  the Corporation pursuant to a rights offering (but only if such rights
are  acquired  directly  from the Corporation); or (iv) a distribution of Voting
Shares  or  Convertible  Securities  in  respect  thereof  offered pursuant to a
prospectus  or  by way of a private placement by the Corporation or a conversion
or  exchange  of  any  such Convertible Security, provided that, in the cases of
(iii)  and (iv) above, such Person does not thereby acquire a greater percentage
of  Voting  Shares  or  Convertible  Securities  so  offered  than  the Person's
percentage  of  Voting  Shares  Beneficially  Owned  immediately  prior  to such
acquisition;

(kk)     "Record Time"  has the meaning ascribed thereto in Recital "E" hereto;

<PAGE>


                                       13

(ll)     "Regular Periodic Cash Dividend"  shall  mean 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)    200% of the aggregate amount of cash dividends declared payable by the
Corporation  on  its  Common  Shares  in  its immediately preceding fiscal year;

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

   (iii)   100% of the aggregate  consolidated  net income of the Corporation,
before  extraordinary  items,  for  its  immediately  preceding  fiscal  year;

(mm)     "Rights"  means  the  rights  authorized  to  be issued by the Board of
Directors  and  governed  by  this  Agreement;

(nn)     "Rights Agent"  means  Computershare  Investor  Services  Inc.;

(oo)     "Rights Certificate"  shall  mean  the  certificates  representing the
rights  after the Separation Time, which shall be in the form attached hereto as
Exhibit  A;

(pp)     "Securities Act"  shall  mean the Securities Act of 1933 of the United
States,  and  the  rules  and  regulations promulgated thereunder, as amended or
restated,  and  any  successor  legislation  thereto;

(qq)     "Securities Act (Alberta)" shall mean the Securities Act, R.S.A. 2000,
c.  S-4,  and  the  rules  and regulations promulgated thereunder, as amended or
restated,  and  any  successor  legislation  thereto;

(rr)     "Securities Act (British Columbia)"  shall  mean the Securities Act,
R.S.B.C.  1996,  c.418  and the rules and regulations promulgated thereunder, as
amended  or  restated,  and  any  successor  legislation  thereto;

(ss)     "Securities Act (Quebec)" shall mean the Quebec Securities Act, LRQ, c.
V-1.1,  and  the  rules  and  regulations  promulgated thereunder, as amended or
restated,  and  any  successor  legislation  thereto;

(tt)     "Separation Time"  shall  mean  the  Close  of  Business  on the tenth
Business  Day  after  the  earlier  of:

   (i)    the  Stock  Acquisition  Date;  and

   (ii)   the date  of  the commencement of, or first public announcement of the
intent  of  any  Person  (other  than  the  Corporation or any Subsidiary of the
Corporation)  to  commence  a  Take-over  Bid  (other  than  a  Permitted Bid or
Competing  Permitted  Bid so long as such Take-over Bid continues to satisfy the
requirements  of  a  Permitted  Bid  or  Competing  Permitted  Bid);  and

   (iii)   the date  upon  which  a  Permitted Bid or Competing Bid ceases to be
such,

<PAGE>


                                       14

or such later date as may be determined by the Board of Directors provided
that,  if the Board of Directors determines pursuant to Section 5.1 to waive the
application  of Section 3.1 to a Flip-in Event, or if any Take-over Bid referred
to  in  paragraph  1.1(ss)(ii)  expires,  is  cancelled, terminated or otherwise
withdrawn prior to the Separation Time, such offer shall be deemed, for purposes
of  this  subsection  1.1(ss),  never  to  have  been  made;

(uu)     "Shares"  shall  mean  shares  in  the  capital  of  the  Corporation;

(vv)     "Stock Acquisition Date" means the first date of public announcement or
disclosure  by the Corporation or an Acquiring Person of facts indicating that a
Person  has  become  an  Acquiring  Person,  which,  for  the  purposes  of
this definition,  shall  include, without  limitation, a report  filed pursuant
to Section  111  of  the Securities  Act  (British  Columbia),  section 176
of the Securities Act (Alberta), Sections 147.11  and  147.12 of the Securities
Act (Quebec) or Section  13(d)  of  the Exchange Act announcing or disclosing
such information;

(ww)     "Subsidiary"  of  any  specified Person shall have the meaning ascribed
thereto  in  the  Business  Corporations  Act  (Yukon);

(xx)     "Take-Over Bid"  means an Offer to Acquire Voting Shares or securities
convertible  into Voting Shares, where the Voting Shares subject to the Offer to
Acquire,  together  with  the Voting Shares into which the securities subject to
the  Offer  to Acquire are convertible, and the Offeror's Securities, constitute
in the aggregate 20% or more of the outstanding Voting Shares at the date of the
Offer  to  Acquire;

(yy)     "Termination Time"  shall mean the time at which the right to exercise
Rights  shall  terminate  pursuant  to  Sections  5.1,  5.16  or  5.17  hereof;

(zz)     "Trading Day"  when  used with respect to any securities, shall mean a
day  on  which  the  principal  securities exchange on which such securities are
listed, quoted or posted for trading is open for the transaction of business or,
if the securities are not listed, quoted or posted for trading on any securities
exchange,  a  Business  Day;

(aaa)     "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 of the Corporation from time
to  time  acting  in  good  faith;

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

(ccc)     "Voting Shares"  shall,  when used with reference to the Corporation,
mean  collectively the Common Shares of the Corporation, and any other shares of
capital  stock of the Corporation to which is attached a right to vote generally
for  the election of directors and, when used with reference to any other Person
other  than  the  Corporation, means a


<PAGE>


                                       15

Common  Share  of  such  Person  and  any other share of capital stock or voting
interests  of  such  person  entitled  to  vote  generally  for  the election of
directors.  The  percentage  of  Voting Shares Beneficially Owned by any Person,
shall,  for  the  purposes  of this Agreement be and be deemed to be the product
determined  by  the  formula:

        100  x  A
                -
                B

where

A  =     the  number  of  votes  for  the  election  of  all directors generally
attaching  to  the  Voting  Shares  Beneficially  Owned  by  such  Person;  and

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

and  where any Person is deemed to Beneficially Own unissued Voting Shares which
may  be acquired pursuant to Convertible Securities, such Voting Shares shall be
deemed to be outstanding for the purpose of calculating the percentage of Voting
Shares  Beneficially  Owned  by such Person, but no other unissued Voting Shares
which  may  be acquired pursuant to any other outstanding Convertible Securities
shall,  for  the  purposes  of the calculation, be deemed to be outstanding; and

(ddd)     "Voting Share Reduction" shall have the meaning attributed thereto in
the  definition  of  Acquiring  Person.

1.2.     CURRENCY

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

1.3.     GRANDFATHER PROVISION

For  the  purposes  of  determining  whether a Person is an Acquiring Person and
interpreting the definition of Acquiring Person, a Person shall not be and shall
not  be deemed to be an Acquiring Person if such Person was the Beneficial Owner
of 20% or more of the outstanding Voting Shares of the Corporation determined as
at  the  Record  Time,  provided, however, that this exception shall not be, and
shall  cease  to be, applicable to a Person in the event that such Person shall,
after  the  Record Time, become the Beneficial Owner of additional Voting Shares
of  the  Corporation  constituting  more  than  0.5% of the Voting Shares of the
Corporation  then outstanding other than pursuant to Permitted Bid Acquisitions,
through  Exempt  Acquisitions, Voting Share Reductions or Pro-rata Acquisitions;
and  provided  further  that, in the event that this exception shall cease to be
applicable  to a Person as aforesaid, such a person shall be and shall be deemed
to  be  an  Acquiring  Person  as at and from the time that this exception shall
cease  to  be  applicable.

1.4.     HOLDER

As  used  in  this  Agreement,  unless  the  context otherwise requires the term
"Holder" when used with reference to Rights, means the registered holder of such
rights  or  prior  to the Separation Time, the Shares with which such Rights are
associated.


<PAGE>


                                       16

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 any agreement, commitment or understanding,
whether  formal  or informal, written or unwritten, with the first Person or any
Associate  or  Affiliate  thereof  to  acquire or offer to acquire Voting Shares
(other  than  customary  agreements with and between underwriters and/or banking
group  members and/or selling group members with respect to a public offering or
private  placement of securities or pledges of securities in the ordinary course
of  business).

1.6.     HEADINGS AND REFERENCES

The headings of the articles, sections and subsections of this Agreement and the
table  of contents are inserted for convenience of reference only and shall not
affect  the  construction or interpretation of this Agreement. All references to
articles,  sections,  subsections  and  paragraphs  are  to  articles, sections,
subsections  and  paragraphs  of  this  Agreement. The words "Hereto", "Herein",
"Hereof",  "Hereunder", "this  Agreement", "the  Rights Plan"  and  similar
expressions  refer to this Agreement including the schedule attached hereto as
a whole,  as the same may be amended, modified or supplemented at any time or
from time  to  time.

1.7.     SINGULAR,  PLURAL  ETC.

In  this  Agreement, where the context so requires, words importing the singular
number  include the plural and vice versa and words importing gender include the
masculine,  feminine  and  neuter  genders.

1.8.     SCHEDULE

Any  schedule  attached  hereto  forms  an  integral  part  of  this  Agreement.


                           ARTICLE 2. - THE RIGHTS

2.1.     LEGEND  ON  CERTIFICATES

Certificates  for the Common Shares, including without limitation, Common Shares
issued  upon  the  conversion of Convertible Securities, issued after the Record
Time  but  prior  to  the earlier of the Separation Time and the Expiration Time
shall  evidence  one  Right  for each Common Share represented thereby and shall
have  impressed  on, printed on, typewritten on or otherwise affixed to them the
following  legend:

    "Until  the  Separation  Time  (as defined in the Rights Plan referred to
    below), this certificate also evidences and entitles the holder hereof to
    certain Rights as  set  forth  in  the  Amended  and Restated Shareholder
    Rights Plan Agreement, dated  for reference and  effective as of the 16th
    day of May, 2003 (amending and  restating  the  shareholder  rights  plan
    agreement dated as of the 18th  day of  May  1993),  as  such may be from
    time  to  time amended, restated, varied or replaced, between MFC Bancorp
    Ltd.  (the  "Corporation")  and Computershare Investor Services Inc.,  as
    Rights  Agent  (the  "Rights Plan"),  the  terms  of  which  are  hereby
    incorporated  herein  by reference  and a copy of which is on file at the
    principal  executive  offices  of  the  Corporation.  Under  certain
    circumstances,  as  set forth in  the  Rights  Plan,  such  Rights may be
    amended  or  redeemed,  may  expire,  may become  void  (if,  in  certain


<PAGE>


                                       17

    cases,  they  are  "Beneficially Owned"  by an "Acquiring Person",  as
    such  terms  are  defined  in the Rights Plan) whether currently held by
    or on behalf of such Person or any subsequent holder or may be evidenced
    by  separate  certificates  and  may  no  longer be evidenced by this
    certificate.  The  Corporation will mail or arrange for the mailing of a
    copy of the  Rights  Plan  to  the holder of this certificate without
    charge within five days  after  the  receipt  of  a  written  request
    therefor."

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 until the earlier of the
Separation  Time  and  the  Expiration  Time.

2.2.    INITIAL  EXERCISE  PRICE;  EXERCISE  OF  RIGHTS;  DETACHMENT  OF RIGHTS

(a)     Subject  to  adjustment as herein set forth, each Right will entitle the
holder  thereof,  from and after the Separation Time and prior to the Expiration
Time,  to  purchase, for the Exercise Price, or its U.S. Dollar Equivalent as at
the  Business  Day  immediately preceding the day of exercise of the Right,
one Common  Share.

(b)     Until  the  Separation  Time:

   (i)    no  Right  may  be  exercised;  and

   (ii)   each Right  will  be  evidenced  by the certificate for the associated
Share  (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  Share.

(c)     From and after the Separation Time and prior to the Expiration Time, the
Rights:

   (i)    may  be  exercised;  and

   (ii)   will  be  registrable  and  transferable  independent  of  Shares.

Promptly following the Separation Time the Rights Agent will mail to each
holder of  record  of  Common  Shares as of the Separation Time and, in respect
of  each  Convertible Security converted into Common Shares after the Separation
Time  and  prior  to  the  Expiration Time promptly after such conversion to the
holder  so converting (other than an Acquiring Person and other than, 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
(and  the  Corporation  hereby  agrees  to furnish copies of such records to the
Rights  Agent  for  this  purpose),

   (A)  a  Rights  Certificate  in  substantially  the  form of Exhibit A hereto
appropriately  completed,  representing the number of Rights held by such holder
at  the  Separation  Time and having such marks of identification or designation
and  such  legends, summaries or endorsements printed thereon as the Corporation
may  deem  appropriate  and  as are not inconsistent with the provisions of this
Agreement,  or  as  may  be  required to comply with any law or with any rule or
regulation  made  pursuant  thereto  or with any rule or regulation of any stock
exchange  or  quotation


<PAGE>


                                       18

system on  which  the  Rights may from time to time be listed, quoted 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)
only  in  respect  of  all  Common  Shares  held  of  record by it which are not
Beneficially  Owned  by  an  Acquiring  Person.  In order for the Corporation to
determine  whether  any  Person  is holding Voting Shares which are beneficially
owned by another Person, the Corporation may require such first-mentioned Person
to furnish such information and documentation as the Corporation deems necessary
or  appropriate  in  order  to  make  such  determination.

(d)     Rights  may  be  exercised in whole or in part on any Business Day after
the Separation Time and prior to the Expiration Time by submitting to the Rights
Agent the Rights Certificate evidencing such Rights with an Election to Exercise
(an  "Election to Exercise")  substantially in the form attached to the Rights
Certificate  duly completed and executed by the holder or its executors or other
personal representatives or its legal attorney duly appointed by an instrument
in writing in form and manner satisfactory to the Rights Agent, accompanied by
payment  in cash, or 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 the relevant Shares in a name other than that of the holder
of  the  Rights  being  exercised.

(e)     Upon receipt of a Rights Certificate, with a duly completed and executed
Election  to  Exercise  accompanied by payment as set forth in subsection 2.2(d)
above,  the  Rights  Agent will (unless otherwise instructed by the Corporation)
forthwith:

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

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

   (iii)  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  holder;  and

   (iv)   when  appropriate, after receipt, deliver such cash to or to the order
of  the  registered  holder  of  the  Rights  Certificate.

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


<PAGE>


                                       19

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

   (i)    take all such action as may be necessary and within its power to
ensure  that  all Shares 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 as fully
paid  and  non-assessable;

   (ii)   subject to  Section 5.19, take all such action as may be necessary and
within  its  power  to  comply  with any applicable requirements of the Canadian
Securities  Laws  or  comparable legislation of each of the provinces of Canada,
the Securities Act and the Exchange Act or the rules and regulations promulgated
thereunder  or  any other applicable law, rule or regulation, in connection with
the  issuance  and  delivery  of the Rights Certificates and the issuance of any
Shares  upon  exercise  of  Rights;

   (iii)  cause  to be reserved out of its authorized and unissued Voting Shares
the  number  of Voting Shares that, as provide in this Agreement, will from time
to  time  be  sufficient  to  exercise  in  full  all  outstanding  Rights;

   (iv)   use commercially  reasonable  efforts  to cause all Shares issued upon
exercise  of  Rights to be listed on the principal exchanges on which the Shares
of  such  class  or  series were traded prior to the Stock Acquisition Date; and

(h)     pay when due and payable any and all Canadian and United States federal,
provincial  and  state  transfer  taxes (for greater certainty not including any
income  taxes  on  capital  gains  of  the  holder  or  exercising holder or any
liability  of  the  Corporation  to  withhold  tax pursuant to Section 5.20) and
charges  which may be payable in respect of the original issuance or delivery of
the  Rights  Certificates  or  certificates  for  Shares,  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 in a
name other than that of the holder of the Rights being transferred or exercised.

2.3.     ADJUSTMENTS  TO  EXERCISE  PRICE;  NUMBER  OF  RIGHTS

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

(a)     In the event the Corporation shall at any time after the Record Time and
prior  to  the  Expiration  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)  other  than  pursuant to any optional stock
dividend  program,  dividend  reinvestment  plan or a dividend payable in Common
Shares  in  lieu  of  a  Regular  Periodic  Cash  Dividend;


<PAGE>


                                       20

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

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

   (iv)   issue  any  Common  Shares  (or  other  capital  stock  or  securities
exchangeable  for or convertible into or giving a right to acquire Common Shares
or  other  capital stock) 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 and the number of Rights outstanding, or, if the payment or
effective  date  therefor  shall  occur  after  the  Separation Time, the Shares
purchasable  upon  exercise  of Rights shall be adjusted in the manner set forth
below.  If  the  Exercise  Price  and  number  of  Rights  outstanding are to be
adjusted,

        (A)  the Exercise Price in effect after such adjustment will be equal to
the Exercise Price in effect immediately prior to such adjustment divided by the
number of Common Shares (or other capital stock) (the "Expansion Factor") that a
holder  of  one  Common  Share  immediately prior to such dividend, subdivision,
change,  combination  or issuance would hold thereafter as a result thereof; and

        (B)  each  Right  held  prior  to  such adjustment will become that
number  of  Rights  equal  to  the  Expansion Factor, and the adjusted number of
Rights will be deemed to be allocated among the Shares with respect to which the
original  Rights  were  associated  (if  they remain outstanding) and the Shares
issued  in  respect  of  such  dividend,  subdivision,  change,  combination  or
issuance, so that each such Share (or other capital stock) will have exactly one
Right  associated  with  it.

If the Shares purchasable upon exercise of Rights are to be adjusted, the Shares
purchasable upon exercise of each Right after such adjustment will be the Shares
that  a  holder of the Shares purchasable upon exercise of one Right immediately
prior  to such dividend, subdivision, change, combination or issuance would hold
thereafter  as  a  result  thereof.  If  after  the Record Time and prior to the
Expiration  Time  the  Corporation shall issue any shares of capital stock other
than  Common Shares in a transaction of a type described in paragraphs 2.3(a)(i)
to  (iv),  shares  of  such  capital  stock  shall  be  treated herein as nearly
equivalent  to  Common  Shares  as  may be practicable and appropriate under the
circumstances  and  the  Corporation  and  the  Rights Agent agree to amend this
Agreement  in  order  to  effect  such  treatment.

In  the  event the Corporation shall at any time after the Record Time and prior
to  the  Separation Time issue any Common Shares otherwise than in a transaction
referred  to  in the preceding paragraph, each such Common Share so issued shall
automatically  have  one  new  Right  associated  with  it, which Right shall be
evidenced  by  the  Certificate  representing  such  Common  Share.

(b)     In the event the Corporation shall at any time after the Record Time and
prior  to the Separation Time fix a record date for the making of a distribution
to  all  holders of Common Shares of rights, options, or warrants entitling them
(for  a  period  expiring  within  45  calendar  days after such record date) to
subscribe  for  or  purchase  Common


<PAGE>


                                       21

Shares  (or  securities convertible into or exchangeable for or carrying a right
to purchase or subscribe for Common Shares) at a price per Common Share (or, if
a  security convertible into or exchangeable for or carrying a right to purchase
or  subscribe for Common Shares, having a conversion, exchange or exercise price
(including  the  price  required  to  be paid to  purchase such convertible or
exchangeable security or right per share)) less than the Market Price per Common
Share  on  such  record date, the Exercise Price shall be adjusted. The Exercise
Price  in  effect after such record date will equal the Exercise Price in effect
immediately  prior  to  such  record date multiplied  by  a fraction, of which
the  numerator  shall  be the number of Common Shares outstanding on such record
date  plus the number of Common Shares which the aggregate offering price of the
total  number  of  Common  Shares so to be offered (and/or the aggregate initial
conversion,  exchange  or exercise  price  of  the  convertible 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)) would
purchase  at  such Market Price and of which the denominator shall be the number
of  Common  Shares outstanding on such record date plus the number of additional
Common  Shares  to be  offered  for subscription or purchase (or into which the
convertible  or exchangeable securities or rights so to be offered are initially
convertible, exchangeable  or exercisable). In case such subscription price may
be  paid  in a consideration part or all of which shall be in a form other than
cash,  the value of such consideration  shall  be  as  determined  by  the Board
of Directors of the Corporation,  whose  determination  shall  be described in a
statement  filed with the Rights  Agent  and  shall  be  binding  on  the Rights
Agent and  the holders of the Rights. For purposes of this Agreement, the
granting of the right to purchase 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  or  similar plans (so long
as such right to purchase is in no case evidenced  by  the delivery of rights or
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 is
at a price per share of not less than 90% of the current market price per Common
Share (determined as provided  in  such  plans)  of  the Common Shares. Such
adjustment shall be made successively  whenever  such  a record date is fixed
and, in the event that such rights,  options or warrants are not so issued, the
Exercise Price in respect of the  Rights  shall  be  adjusted to be the Exercise
Price which would then be in effect  if  such  record  date had not been  fixed.

(c)     In the event the Corporation shall at any time after the Record Time and
prior  to the Separation Time fix a record date for the making of a distribution
to  all  holders of Common Shares (including without limitation any distribution
made  in  connection  with  a  merger in which the Corporation is the continuing
corporation)  of  evidences  of  indebtedness  or  assets  (other than a Regular
Periodic  Cash  Dividend or a dividend paid in Common Shares) or rights, options
or  warrants  entitling  them  to  subscribe  for  or purchase Common Shares (or
Convertible  Securities in respect of Common Shares) at a price per Common Share
(or,  in the case of a Convertible Security in respect of Common Shares having a
conversion  or exercise price per share (including the price required to be paid
to  purchase  such  Convertible  Security) less than 90% of the Market Price per
Common  Share  on  such  record  date (excluding those referred to in subsection
2.3(b)),  the  Exercise  Price  shall  be adjusted. The Exercise Price in effect
after such record date will equal the Exercise Price in effect immediately prior
to  such  record  date  less the fair market value as shall be determined by the
Board of Directors of the Corporation, whose determination shall be described in
a statement filed with the Rights Agent and shall be binding on the


<PAGE>


                                       22

Rights Agent and  the  holders  of  the  Rights, of the portion of the assets,
evidences of indebtedness, rights or  warrants  so  to be distributed applicable
to  the securities  purchaseable upon exercise of  one  Right.  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 in respect
of the Rights shall  be adjusted to be the Exercise Price in respect of the
Rights which would have been in effect if such record date had not been  fixed.

(d)     Each  adjustment  made pursuant to this Section 2.3 shall be made as of:

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

   (ii)   the  record date  for  the applicable dividend or distribution, in the
case  of  an  adjustment  made  pursuant  to  subsections  2.3(b) or (c) herein.

Any  adjustment pursuant to subsections 2.3(a), (b), (c) and (e) hereof shall be
made  successively  whenever an event referred to herein shall occur, subject to
the  other  subsections  of  this  Section  2.3.

(e)     In the event the Corporation shall at any time after the Record Time and
prior  to  the  Separation  Time issue any Shares (other than Common Shares), or
rights,  options  or  warrants  to subscribe for or purchase any such shares, or
securities  convertible  into  or  exchangeable  for  any  such  shares,  in  a
transaction  referred  to in paragraphs 2.3(a)(i) or (iv) above, if the Board of
Directors  of  the  Corporation  determines that the adjustments contemplated by
subsections  2.3(a), (b), and (c) above in connection with such transaction will
not  appropriately  protect the interests of the holders of Rights, the Board of
Directors  of  the  Corporation  may  determine  what  other  adjustments to the
Exercise Price, number of Rights and/or securities purchaseable upon exercise of
Rights  would  be  appropriate and, notwithstanding subsections 2.3(a), (b), and
(c)  above,  such  adjustments,  rather  than  the  adjustments  contemplated by
subsections 2.3(a), (b), and (c) above, shall be made with the prior approval of
the  holders  of  shares in accordance with Section 5.4. The Corporation and the
Rights  Agent  shall  amend  this  Agreement  as appropriate to provide for such
adjustments.

(f)     Notwithstanding  anything  herein  to  the contrary, no adjustment in an
Exercise  Price  shall  be  required  unless  such  adjustment  would require an
increase  or  decrease of at least one percent in such Exercise Price; provided,
however,  that any adjustments which by reason of this subsection 2.3(f) are not
required  to  be  made  shall  be  carried forward and taken into account in any
subsequent  adjustment.  Each  adjustment to the Exercise Price made pursuant to
this  Section  2.3  shall  be  calculated  to  the  nearest  cent or the nearest
ten-thousandth  of a Common Share or other Share as the case may be. Whenever an
adjustment  to  the  Exercise  Price  is  made pursuant to this Section 2.3, the
Corporation  shall:

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

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


<PAGE>


                                       23

(g)     Irrespective  of  any  adjustment  or change in an Exercise Price or the
number  of  securities  purchaseable  upon  exercise  of  the Rights, the Rights
Certificates  theretofor  and  thereafter  issued  may  continue  to express the
relevant  Exercise  Price per Share and the number of securities so purchaseable
which  were  expressed  in  the  initial  Rights  Certificates issued hereunder.

(h)     Unless  the Corporation shall have exercised its election as provided in
subsection  2.3(i), upon each adjustment of an Exercise Price as a result of the
calculations  made  in  subsections  2.3(b)  and  (c),  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:

   (i)    multiplying (X) the number of such Shares covered by a Right
immediately prior  to  this  adjustment  by  (Y)  the  relevant  Exercise  Price
in  effect immediately  prior  to  such  adjustment  of  the  relevant  Exercise
Price; and

   (ii)   dividing the  product  so  obtained  by the relevant Exercise Price in
effect  immediately  after  such  adjustment  of  the  relevant  Exercise Price.

(i)     The  Corporation  may elect on or after the date of any adjustment of an
Exercise  Price to adjust the number of Rights, in lieu of any adjustment in the
number  of  Shares purchaseable 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  and  kind  of  Shares  for  which  such  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 relevant
Exercise  Price  in  effect  immediately  prior  to  adjustment  of the relevant
Exercise  Price  by  the  relevant  Exercise  Price  in effect immediately after
adjustment  of  the relevant 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 relevant
Exercise Price is adjusted or any day thereafter but, if the Rights Certificates
have  been  issued,  shall be at least 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 subsection 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, 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, if required by the Corporation, 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,  tile  relevant  adjusted  Exercise  Price  and  shall  be
registered  in  the  names  of  holders  of record of Rights Certificates on the
record  date  specified  in  the  public  announcement.

(j)     In  any  case in which this Section 2.3 shall require that an adjustment
in  an  Exercise  Price  be  made  effective as of a record date for a specified
event, the Corporation may elect to


<PAGE>


                                       24

defer until the occurrence of such event the issuance to the holder of any Right
exercised after such record date of the number of Shares and other securities of
the  Corporation, if any, issuable upon such existence over and above the number
of  Shares  and  other securities of the Corporation, if any, issuable upon such
exercise  on  the  basis  of the relevant Exercise Price in effect prior to such
adjustment; provided, however, that the Corporation shall deliver to such holder
a  due  bill  or  other appropriate instrument evidencing such holder's right to
receive  such  additional  Shares  (fractional or otherwise) or other securities
upon  the  occurrence  of  the  event  requiring  such  adjustment.

(k)     Notwithstanding  anything  in  this  Section  2.3  to  the contrary, the
Corporation shall be entitled to make such reductions in each Exercise Price, in
addition  to those adjustments expressly required by this Section 2.3, as and to
the  extent  that  in  their  judgment the Board of Directors of the Corporation
shall  determine  to  be  advisable  in  order  that  any  (i)  consolidation or
subdivision  of Shares, (ii) issuance wholly for cash of any Shares at less than
the applicable Market Price, (iii) issuance wholly for cash of any Common Shares
or  securities  that  by  their  terms  are convertible into or exchangeable for
Shares,  (iv)  stock  dividends  or  (v) issuance of rights, options or warrants
referred to in this Section 2.3, hereafter made by the Corporation to holders of
its  Shares,  shall  not  be  taxable  to  such  shareholders.

2.4.     DATE  ON  WHICH  EXERCISE  IS  EFFECTIVE

Each person in whose name any certificate for Shares is issued upon the exercise
of  Rights  shall for all purposes be deemed to have become the holder of record
of  the  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  relevant  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
relevant  Share  transfer  books  of  the  Corporation  are  open.

2.5.     EXECUTION,  AUTHENTICATION,  DELIVERY AND DATING OF RIGHTS CERTIFICATES

(a)     The  Rights  Certificates shall be executed on behalf of the Corporation
by  any one of its Chairman of the Board, President or Vice-President and by its
Secretary. The signature of any of these officers on the Rights Certificates may
be  manual  or  facsimile.

(b)     Rights  Certificates  bearing  the  manual  or  facsimile  signatures of
individuals  who  were  at  any  time  the  proper  directors or 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.

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

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


<PAGE>


                                       25

2.6.     REGISTRATION,  REGISTRATION  OF  TRANSFER  AND  EXCHANGE

(a)     The Corporation will cause to be kept a register (the "Rights Register")
in  which,  subject  to  such  reasonable  regulations  as it may prescribe, the
Corporation will provide for the registration and transfer of Rights. The Rights
Agent  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 subsection 2.6(c) below, the Corporation will execute, and the
Rights  Agent  will  countersign  and  deliver, in the name of the holder or the
designated  transferee  or  transferees,  as  required  pursuant to the holder's
instructions,  one or more new Rights Certificates evidencing the same aggregate
number  of  Rights  as  did  the  Rights  Certificates  so  surrendered.

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

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

(d)     The  Corporation  shall  not  be  required  to  register the transfer or
exchange  of  any Rights after the Rights have been terminated under Section 5.1
hereof.

2.7.     MUTILATED,  DESTROYED,  LOST  AND  STOLEN  RIGHTS  CERTIFICATES

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

(b)     If  there  shall  be  delivered  to the Corporation and the Rights Agent
prior  to  the  Expiration  Time:

   (i)    evidence to their satisfaction of the destruction, loss or theft of
any Rights  Certificate;  and

   (ii)   such security or indemnity as may be required by them to save each of
them  and  any  of  the  agents  harmless,


<PAGE>


                                       26

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.

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

(d)     Every new Rights Certificate issued pursuant to this Section 2.7 in lieu
of  any  destroyed, lost or stolen Rights Certificate shall evidence 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  shall be entitled to all the benefits of this Agreement equally and
proportionately  with  any  and  all  other  Rights  duly  issued  hereunder.

2.8.     PERSONS  DEEMED  OWNERS

Prior  to  due  presentment of a Rights Certificate (or, prior to the Separation
Time,  the  associated  Share  certificate)  for  registration  of transfer, the
Corporation,  the  Rights  Agent  and any agent of the Corporation or the Rights
Agent  may  deem and treat the person in whose name such Rights Certificate (or,
prior  to the Separation Time, such relevant Share certificate) is registered as
the  absolute owner thereof and of the Rights evidenced thereby for all purposes
whatsoever.

2.9.     DELIVERY  AND  CANCELLATION  OF  CERTIFICATES

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

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

(b)     prior  to  the  Separation  Time,  each  Right will be transferable only
together  with,  and will be transferred by a transfer of, the associated Voting
Share;

(c)     after the Separation Time, the Rights Certificates shall be transferable
only  upon  the  registration of the transfer on the Rights Register as provided
herein;


<PAGE>


                                       27

(d)     prior  to  due  presentment  of  a  Rights Certificate (or, prior to the
Separation Time, the associated Share certificate) for registration of transfer,
the Corporation, the Rights Agent and any agent of the Corporation or the Rights
Agent  may  deem  and treat the person in whose name the Rights Certificate (or,
prior to the Separation Time, the associated 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  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)     without the approval of any holder of Rights and upon the sole authority
of the Board of Directors of the Corporation, this Agreement may be supplemented
or  amended  from  time  to  time  as  provided  herein;

(f)     such  holder  of  Rights  has waived its right to receive any fractional
Rights  or  any  fractional  shares upon exercise of a Right (except 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 to 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  government,  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  HELD  BY  THE  CORPORATION  AND  SUBSIDIARIES

Notwithstanding  any  other  provision of this Agreement, any Rights held by the
Corporation  or  any of its Subsidiaries shall not be exercisable for so long as
they  are  held  by  the  Corporation  or  its  Subsidiaries.


                   ARTICLE 3. - ADJUSTMENTS TO THE RIGHTS

3.1.     FLIP-IN  EVENT

(a)     Subject  to  subsection 3.1(b) and Section 5.1 hereof, in the event that
prior  to  the  Expiration  Time  a  Flip-in  Event  shall  occur:

   (i)    each Right shall  thereafter  constitute,  effective  at  the close of
business  on  the  10th  Business Day thereafter, 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 consummation or occurrence of such Flip-in Event equal to twice the
Exercise  Price for an amount in cash equal to the Exercise Price (such right to
be  appropriately  adjusted  in  a manner analogous to the applicable adjustment
provided for in Section 2.3 in the event that after such date of consummation or
occurrence  an  event  of  a  type  analogous  to any of the events described in
Section  2.3  shall  have  occurred);

   (ii)    in the event that there are insufficient authorized but unissued
Shares to permit each holder of a Right (other than an Acquiring Person or a
transferee of  the kind


<PAGE>


                                       28

described  in  paragraph 3.1(b)(ii))  to purchase  from  the  Corporation  that
number  of  Common  Shares  per  Right provided  for  in  paragraph 3.1(a)(i),
then  until  such  time  as  holders  of  Common  Shares  approve  an  increase
in  the  Corporation's  authorized  capital  such  that  there  are  sufficient
authorized  but  unissued  Common Shares  to  permit  each  holder of a Right
(other than an Acquiring Person  or  a  transferee  of  the kind described in
paragraph 3.1(b)(ii)) to purchase  from  the Corporation  that  number  of
Common Shares per Right provided for in paragraph 3.1(a)(i), each whole Right
shall constitute, effective at the Close of Business on  the  eighth  Trading
Day  after  the  Stock  Acquisition Date, the right to purchase  from  the
Corporation,  upon  exercise thereof in accordance with the terms hereof, that
number  of Common Shares that is equal to one Common Share multiplied  by the
Adjustment Factor for an amount in cash equal to the Adjusted Exercise Price
(such right to be  appropriately  adjusted  in  a  manner  analogous to the
applicable  adjustment  provided for in Section 2.3 in the event that after
the  consummation or occurrence or event, an event of a type analogous to any of
the  events  described  in  Section  2.3  shall  have  occurred).

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

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

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

shall become void and any holder of such Rights (including Transferees) shall
thereafter  have  no  right  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.

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

   "The  Rights  represented by this Rights Certificate were issued to a
   Person who was an  Acquiring Person or an Affiliate or an Associate of an
   Acquiring Person or a Transferee (as such terms are defined in the Rights
   Plan) or acting jointly or  in  concert  with


<PAGE>


                                       29

   any  of  them.  This  Rights Certificate  and the Rights represented hereby
   are void or shall become void in the circumstances specified in  subsection
   3.1(b) of the Rights Plan."

provided  that  the  Rights  Agent  shall  not  be  under  any responsibility to
ascertain  the  existence  of  facts  that  would require the imposition of such
legend  but  shall be required to impose such legend only if instructed to do so
by  the Corporation or if a holder fails to certify upon transfer or exchange in
the  space  provided  on  the  Rights  Certificate  that  such  holder is not an
Acquiring  Person  or  an Affiliate or Associate thereof or acting jointly or in
concert  with  any  of  them;

(d)     From  and  after  the Separation Time, the Corporation shall do all such
acts  and things as shall be necessary and within its power to ensure compliance
with the provisions of this Section 3.1, including, without limitation, all such
acts  and  things as may be required to satisfy the requirements of the Business
Corporations Act (Yukon), the Canadian Securities Laws, the Exchange Act and the
securities laws or comparable legislation in each of the provinces of Canada and
each  of  the states of the Unites States in respect of the issue of shares upon
the  exercise  of  Rights  in  accordance  with  this  Agreement.


                        ARTICLE 4. - THE RIGHTS AGENT

4.1.     GENERAL

(a)     The Corporation hereby appoints the Rights Agent to act as agent for the
Corporation  and  the  holders  of  Rights  in  accordance  with  the  terms and
conditions  hereof,  and  the  Rights Agent hereby accepts such appointment. The
Corporation  may  from time to time appoint such co-Rights Agents as it may deem
necessary  or  desirable.  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 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. 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 willful misconduct on the part of the Rights Agent, for
anything  done  or omitted to be done by the Rights Agent in connection with the
acceptance  and  administration  of  this  Agreement,  including  the  costs and
expenses  of  defending  any  claim of liability, which right to indemnification
will  survive  the  termination  of  this  Agreement.

(b)     The  Rights Agent shall be protected and shall incur no liability for or
in respect of any action taken, suffered or omitted by it in connection with its
administration  of  this  Agreement in reliance upon any certificate for Shares,
Rights  Certificates,  certificate  for  other  securities  of  the Corporation,
instrument of assignment of 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.


<PAGE>


                                       30

4.2.     MERGER, AMALGAMATION OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT

(a)     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 or consolidation to which
the  Rights  Agent  or any successor Rights Agent is a party, or any corporation
succeeding  to  the  shareholder  or stockholder services business of the Rights
Agent  or  any successor Rights Agent, will be the successor to the Rights Agent
under this Agreement without the execution or filing of any paper or any further
act  on  the  part  of any of the parties hereto, provided that such corporation
would  be  eligible  for  appointment  as  a  successor  Rights  Agent under the
provisions  of  Section  4.4  hereof.  In case at the time such successor Rights
Agent  succeeds  to  the  agency  created  by  this  Agreement any of the Rights
Certificates  have  been  countersigned  but  not  delivered, any such successor
Rights Agent may adopt the counter signature of the predecessor Rights Agent and
deliver  such Rights Certificates so countersigned; and in case at that time any
of  the  Rights  Certificates  shall  not have 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.

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

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

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


<PAGE>


                                       31

authorization to the Rights Agent for any action taken or suffered in good faith
by  it under the provisions of this Agreement in reliance upon such certificate.

(c)     The  Rights  Agent will be liable hereunder only for its own negligence,
bad  faith  or  willful  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 Shares or the Rights Certificates (except its countersignature
thereof) or be required to verify the same, but all such statements and recitals
are  and  will  be  deemed  to  have  been  made  by  the  Corporation  only.

(e)     The  Rights Agent will not be under any responsibility in respect of the
validity  of this Agreement or the execution and delivery hereof (except the due
authorization,  execution and delivery hereof by the Rights Agent) or in respect
of  the  validity  or  execution  of any 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(b)  hereof)  or  any adjustment required under the provisions of
Section  2.3  hereof or responsible for the manner, method or amount of any such
adjustment or the ascertainment 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 authorization of any Share to be issued
pursuant to this Agreement or any Rights  or  as  to  whether any  Shares will,
when issued, be duly and validly authorized,  executed,  issued  and  delivered
as fully paid and nonassessable.

(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 performance by the Rights Agent of
the  provisions  of  this  Agreement.

(g)     The  Rights  Agent  is  hereby  authorized  and  directed  to  accept
instructions  with  respect  to the performance of its duties hereunder from any
person  believed  by  the  Rights  Agent  to  be  the Chairman of the Board, the
President,  any Vice President or the Secretary 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 Shares, Rights or other
securities  of  the  Corporation  or  become  pecuniarily  interested  in  any
transaction in which the Corporation may be interested, or contract with or lend
money  to the Corporation or otherwise act as fully and freely as though it were
not  Rights Agent under this Agreement. Nothing herein shall preclude the Rights
Agent  from  acting  in  any other capacity for the Corporation or for any other
legal  entity.

(i)     The  Rights  Agent  may execute and exercise any of the rights or powers
hereby vested in it or perform any 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


<PAGE>


                                       32

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  by  the  Rights Agent  in  the  selection  and
continued employment  thereof.

4.4.     CHANGE  OF  RIGHTS  AGENT

The  Rights  Agent  may  resign  and  be  discharged  from its duties under this
Agreement  upon  60  days' notice (or such lesser notice as is acceptable to the
Corporation)  in writing mailed to the Corporation and to each transfer agent of
Shares  by  registered  or  certified  mail  in accordance with Section 5.9. The
Corporation  may remove the Rights Agent upon 30 days' notice in writing, mailed
to  the  Rights  Agent and to each transfer agent of the Shares by registered or
certified mail, and to the holders of the Rights in accordance with Section 5.9.
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 authorized to carry on the business of a trust company in
the  Province of British Columbia. 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 Shares, and mail a notice thereof in writing to the holders of the
Rights  in  accordance with Section 5.9. Failure to give any notice provided for
in  this  Section  4.4,  however,  or  any  defect therein, shall not affect the
legality  or  validity  of the resignation or removal of the Rights Agent or the
appointment  of  any  successor  Rights  Agent,  as  the  case  may  be.


                         ARTICLE 5. - MISCELLANEOUS

5.1.     REDEMPTION  AND  WAIVER

(a)     The  Board  of  Directors  shall waive the application of Section 3.1 in
respect  of  the  occurrence  of any Flip-in Event if the Board of Directors has
determined, following a Stock Acquisition Date and prior to the Separation Time,
that  a  Person  became  an  Acquiring  Person  by  inadvertence and without any
intention  to  become,  or  knowledge  that it would become, an Acquiring Person
under  this  Agreement  and,  in  the event that such a waiver is granted by the
Board  of  Directors,  such  Stock  Acquisition Date shall be deemed not to have
occurred.  Any  such  waiver  pursuant  to this subsection 5.1(a) must be on the
condition  that such Person, within 10 days after the foregoing determination by
the  Board  of Directors or such earlier or later date as the Board of Directors
may  determine (the "Disposition Date"), has reduced its Beneficial ownership of
Shares  such  that  the  Person  is no longer an Acquiring Person. If the Person
remains  an  Acquiring  Person at the close of business on the Disposition Date,
the  Disposition  Date shall be deemed to be the date of occurrence of a further
Stock  Acquisition  Date  and  Section  3.1  shall  apply  thereto.


<PAGE>


                                       33

(b)     The  Board  of  Directors  acting  in good faith may, prior to a Flip-in
Event  having occurred, upon prior written notice delivered to the Rights Agent,
determine  to  waive  the application of Section 3.1 to a Flip-in Event that may
occur  by  reason  of a Take-over Bid made by means of take-over bid circular to
all  holders  of record of Shares (which for greater certainty shall not include
the circumstances described in subsection 5.1(a)), provided that if the Board of
Directors  waives  the  application of Section 3.1 to a particular Flip-in Event
pursuant  to  this  subsection 5.1(b), the Board of Directors shall be deemed to
have  waived the application of Section 3.1 to any other Flip-in Event occurring
by  reason  of  any  Take-Over  Bid  which  is  made by means of a Take-Over Bid
circular to all holders of record of Shares prior to the expiry of any Take-Over
Bid (as the same may be extended from time to time) in respect of which a waiver
is,  or  is  deemed  to  have  been  granted  under  this  subsection  5.1(b).

(c)     In  the  event  that prior to the occurrence of a Flip-in Event a Person
acquires,  pursuant  to  a Permitted Bid, a Competing Permitted Bid or an Exempt
Acquisition  under  subsection  5.1(b),  outstanding  Shares,  then the Board of
Directors  shall,  immediately  upon the consummation of and acquisition without
further formality be deemed to have elected to redeem the Rights at a redemption
price  of  $0.001  per Right appropriately adjusted in a manner analogous to the
applicable  adjustment  provided  for  in  Section  2.3  if an event of the type
analogous  to  any  of  the  events described in Section 2.3 shall have occurred
(such  redemption  price  being  herein  referred to as the "Redemption Price").

(d)     The  Board  of  Directors may, with the prior approval of the holders of
Shares  or Rights given in accordance with the terms of Section 5.4, 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  the  Redemption Price appropriately
adjusted  in  a  manner  analogous to the applicable adjustments provided for in
Section  2.3, which adjustments shall only be made in the event that an event of
the  type  analogous  to  any  of the events described in Section 2.3 shall have
occurred.

(e)     The  Board of Directors may, prior to the close of business on the tenth
Trading  Day  following  a  Stock Acquisition Date or such later Business Day as
they may from time to time determine, upon prior written notice delivered to the
Rights Agent, waive the application of Section 3.1 to the related Flip-in Event,
provided  that  the  Acquiring  Person  has  reduced its Beneficial ownership of
Shares  (or  has  entered  into  a contractual arrangement with the Corporation,
acceptable  to  the  Board of Directors, to do so within 10 calendar days of the
date on which such contractual arrangement is entered into or such other date as
the  Board  of  Directors  may have determined) such that at the time the waiver
becomes effective pursuant to this subsection 5.1(e) such Person is no longer an
Acquiring  Person. In the event of such a waiver becoming effective prior to the
Separation Time, for the purposes of this Agreement, such Flip-in Event shall be
deemed  not  to  have  occurred.

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


<PAGE>


                                       34

deemed to have issued replacement Rights to the holders of its  then outstanding
Common  Shares  or  Voting  Shares,  as the case may be.

(g)     If  the  Board  of  Directors  is deemed under subsection 5.1(c) to have
elected  or  elects  under  subsections  5.1(d) or (f) to redeem the Rights, the
right  to exercise the Rights will thereupon, without further action and without
notice,  terminate  and the only right thereafter of the holders of Rights shall
be  to  receive  the  Redemption  Price.

(h)     Within  10  Business  Days  after the Board of Directors is deemed under
subsection  5.1(c)  to  have elected or elects under subsection 5.1(d) or (f) to
redeem  the  Rights,  the  Corporation  shall  give  notice of redemption to the
holders  of  the  then  outstanding  Rights  by mailing such notice to each such
holder  at  his last address as it appears upon the registry books of the Rights
Agent  or,  prior  to the Separation Time, on the registry books of the transfer
agent  for  the 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.

(i)     The  Corporation shall give prompt written notice to the Rights Agent of
any  waiver  of  the application of Section 3.1 pursuant to this subsection 5.1.

5.2.     EXPIRATION

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

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 the Board of Directors of
the  Corporation  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

The  Corporation  may  from  time  to time supplement or amend this Agreement as
follows:

(a)     The Corporation may, without the consent of the holders of Voting Shares
or  Rights,  make  any  amendments  to this Agreement to correct any clerical or
typographical error or cure any ambiguity or inconsistency which are required to
maintain  the  validity  of  the  Agreement  as  a  result  of any change in any
applicable  legislation,  regulations  or  rules  thereunder.

(b)     The  Corporation  may,  prior  to  the date of the shareholders' meeting
referred  to  in  Section 5.16, supplement, amend, vary or delete this Agreement
without the approval of any of the holders of the Rights or the Voting Shares in
order  to  make  any  changes which the Board of Directors may deem necessary or
desirable.

(c)     Subject  to  subsections  5.4(a)  and (b), the Corporation may, with the
prior  consent  of  the  holders  of  Voting  Shares  given  in  accordance with
subsection  5.4(d), at any time prior to the Separation Time, supplement, amend,
vary or delete any of the provisions of this


<PAGE>


                                       35

Agreement  and  the  Rights,  which the Board of Directors may deem necessary or
desirable  (whether  or  not  such action would materially adversely affect the
interests  of  the  holders  of  Rights  generally).

(d)     Any  consent  or approval of holders of Voting Shares shall be deemed to
have  been  given if the action requiring such consent or approval is authorized
by  the  affirmative  vote  of  a  majority  of  the  votes  cast by Independent
Shareholders  present  or represented at or entitled to be voted at a meeting of
the  holders of Voting Shares duly called and held in compliance with applicable
laws  and  the  articles  of  the  Corporation.

(e)     The Corporation may, with the prior consent of the holders of Rights, at
any  time  on  or  after  the  Separation  Time  and before the Expiration Time,
supplement,  amend,  vary  or delete any of the provisions of this Agreement and
the  Rights  (whether  or  not such action would materially adversely affect the
interests  of  the holders of Rights generally). Such consent shall be deemed to
have  been  given  if  such  supplement,  amendment,  variation  or  deletion is
authorized  in  the  manner  specified  in  subsection  5.4(f).

(f)     Any consent or 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 Business Corporations Act
(Yukon)  with  respect  to  meetings  of  the  shareholders of the Corporation.

(g)     Without  the  approval of any of the holders of the Voting Shares or the
Rights,  the  Corporation  may  supplement,  amend,  delete  or  vary any of the
provisions  of  this  Agreement or the Rights as may be required to maintain the
validity  or  effectiveness  of  this Agreement or the Rights, including without
limitation, revising the Exercise Price of the Rights, as a result of any change
in  any  applicable  legislation  or  regulation  provided  that:

   (i)   if made  before  the  Separation  Time, any such supplement, amendment,
variation  or deletion shall be submitted to the shareholders of the Corporation
at  the  next  general  meeting of shareholders and the shareholders may, by the
majority  referred  to  in  subsection 5.4(d) confirm or reject such supplement,
amendment,  variation  or  deletion;  or

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

Any  such  supplement,  amendment, variation or deletion shall be effective from
the  date  of the resolution of the Board of Directors adopting such supplement,
amendment,  variation  or deletion until it is confirmed or rejected or until it
ceases  to  be  effective  (as  described  in the next sentence) and, where such
supplement,  amendment,  variation  or  deletion  is  confirmed, it continues in
effect  in  the  form  so confirmed. If such supplement,


<PAGE>


                                       36

amendment,  variation or deletion is rejected by the holders of Voting Shares or
Rights or is not submitted to the shareholders or holders of Rights as required,
then  such  supplement,  amendment,  variation  or  deletion  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 this Agreement to
substantially  the same effect shall be effective until confirmed by the holders
of  Voting  Shares  or  Rights,  as  the  case  may  be.

(h)     Notwithstanding anything else in Section 5.4, no amendment shall be made
to  the  provisions of ARTICLE 4 without the prior written consent of the Rights
Agent.

5.5.     FRACTIONAL  RIGHTS  AND  FRACTIONAL  SHARES

(a)     The Corporation shall not be required to issue fractions of Rights or to
distribute  Rights  Certificates  which  evidence  fractional  Rights. After the
Separation  Time  there  shall  be  paid to the registered holders of the Rights
Certificates with regard to which fractional Rights would otherwise be issuable,
an  amount  in  cash  equal  to the same fraction of the Market Price of a whole
Right  in  lieu  of  such  Fractional  Rights.

(b)     The  Corporation  shall  not be required to issue fractional Shares upon
exercise  of  the Rights or to distribute certificates which evidence fractional
Shares.  In  lieu of issuing fractional Shares, the Corporation shall pay to the
registered  holder  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  whole  Share.

5.6.     RIGHTS  OF  ACTION

Subject  to  the  terms  of  this Agreement, rights of action in respect to this
Agreement,  other  than  rights of action vested solely in the Rights Agent, are
vested  in  the  respective  holders of the Rights and any holder of any Rights,
without  the  consent  of the Rights Agent or of the holder of any other Rights,
may,  on  such  holder's  own  behalf  and for such holder's own benefit and the
benefit  of  other  holders  of  Rights,  as  the  case may be, enforce, and may
institute and maintain any suit, action or proceeding against the Corporation to
enforce,  or  otherwise  act  in respect of such holder's right to exercise such
holder's  Rights,  or  Rights to which it is entitled, in the manner provided in
this  Agreement,  and  in such holder's Rights Certificate. Without limiting the
foregoing  or  any  remedies available to the holders of Rights, as the case may
be, 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  and  injunctive  relief  against actual or threatened
violations  of,  the  obligations  of  any  Person  subject  to  this Agreement.

5.7.     HOLDER  OF  RIGHTS  NOT  DEEMED  A  SHAREHOLDER

No  holder, as such, of any Rights, shall be entitled to vote, receive dividends
or  be or be deemed for any purpose the holder of Shares or any other securities
which  may at any time be issuable on the exercise of Rights, nor shall anything
contained  herein  or in any Rights Certificate confer or be construed to confer
upon  the  holder  of any Rights, as such, any of the rights of a shareholder of
the  Corporation  or any right to vote for the election of directors or upon any
matter  submitted to shareholders at any meeting thereof, or to give or withhold
consent  to  any  corporate  action,  or  to receive notice of meetings or other
actions affecting shareholders (except as provided in Section 5.8 hereof), or to
receive  dividends  or  subscription  rights or otherwise, until such Rights, or
Rights to which such holder is entitled, shall have been exercised in accordance
with  the  provisions  hereof.


<PAGE>


                                       37

5.8.     NOTICE  OF  PROPOSED  ACTIONS

In case the Corporation shall propose after the Separation Time and prior to the
Expiration  Time:

(a)     to  effect  or  permit  (in  cases where the Corporation's permission is
required)  any  Flip-in  Event;  or

(b)     to  effect the liquidation, dissolution or winding up of the Corporation
or  the  sale  of  all  or  substantially  all  of  the  Corporation's  assets;

then,  in  each such case, the Corporation shall give to each holder of a Right,
in  accordance  with Section 5.9 hereof, a notice of such proposed action, which
shall specify the date on which such Flip-in Event, liquidation, dissolution, or
winding  up  is  to  take  place,  and such notice shall be so given at least 20
Business  Days  prior  to  the date of the taking of such proposed action by the
Corporation.

5.9.     NOTICES

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 facsimile,
first-class  mail, postage prepaid, addressed (until another address is filed in
writing  with  the  Rights  Agent)  as  follows:

            MFC  Bancorp  Ltd.
            Floor  21,  Millennium  Tower
            Handelskai  94-96
            A-1200  Vienna,  Austria

            Attention:  President
            Facsimile  No.:     011  43  1  240  25  255

            and  to

            Sangra,  Moller
            1000  Cathedral  Place
            925  West  Georgia  St.
            Vancouver,  British  Columbia  V6C  3L2

            Attention:  H.S.  Sangra
            Facsimile  No.:     (604)  669-8803

Any  notice  or  demand  authorized 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  sent  by  facsimile,  delivered  or  sent  by
first-class  mail, postage prepaid, addressed (until another address is filed in
writing  with  the  Corporation)  as  follows:

            Computershare  Investor  Services  Inc.
            510  Burrard  Street  Suite  408
            Vancouver,  British  Columbia,  V6C  3B9

            Attention:  Manager/Client  Services
            Facsimile  No.:     (604)  683-3694


<PAGE>


                                       38

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 registry books of the Rights Agent or, prior to the Separation Time, on
the registry books of the Corporation 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.

5.10.     COSTS  OF  ENFORCEMENT

The  Corporation  agrees  that  if  the  Corporation  or  any  other  Person the
securities of which are purchasable upon exercise of Rights fails to fulfill any
of  its  obligations  pursuant  to  this Agreement, then the Corporation or such
Person  will  reimburse  the  holder  of  any  Rights for the costs and expenses
(including  legal fees) incurred by such holder in actions to enforce its rights
pursuant  to  any  Rights  or  this  Agreement.

5.11.     SUCCESSORS

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

5.12.     BENEFITS  OF  THIS  AGREEMENT

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

5.13.     GOVERNING  LAW

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

5.14.     COUNTERPARTS  AND  FACSIMILE

This  Agreement  may  be  executed  in  several  parts  in  the same form and by
facsimile  and  such parts as so executed shall together constitute one original
document, and such parts, if more than one, shall be read together and construed
as  if  all  the  signing  parties  had  executed  one  copy  of  the Agreement.

5.15.     SEVERABILITY

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

5.16.     EFFECTIVE  DATE

This  Agreement is and shall be effective in accordance with its terms as of the
close  of  business  on  May  16,  2003.  If  this Agreement is not confirmed by
resolution  passed  by  a  simple  majority  of  the  votes  cast by Independent
Shareholders  who  vote in respect of confirmation of this Agreement at the 2003
annual


<PAGE>


                                       39

meeting  of  shareholders  of  the  Corporation  in  respect  of fiscal 2002 and
scheduled  to  be  held  on  June  27, 2003 (or any postponement or adjournments
thereof)  then  this  Agreement  and  any then outstanding Rights shall be of no
further  force  and effect from the Close of Business on the date of termination
of  such  meeting.

5.17.     SHAREHOLDER  REVIEW

Notwithstanding  the  confirmation  of  this  Agreement pursuant to Section 5.16
above,  if this Agreement is not subsequently reconfirmed by a resolution passed
by  a  simple majority of the votes cast by Independent Shareholders who vote in
respect  of  such  reconfirmation  of  this  Agreement at or prior to the annual
meeting  of  shareholders to be held in 2006, this Agreement and all outstanding
Rights  shall  terminate  and  be void and of no further force and effect on and
from  the  Close  of  Business  on that date which is the earlier of the date of
termination  of  the shareholders' meeting called to consider the reconfirmation
of  this  Agreement  and  the  date of termination of the 2006 annual meeting of
shareholders  of  the  Corporation; provided, however, that no Flip-in Event has
occurred  prior  to the date upon which this Agreement would otherwise terminate
pursuant to this Section 5.17, which has not been waived pursuant to Section 5.1
hereof.

5.18.     DETERMINATIONS  AND  ACTIONS  BY  THE  BOARD  OF  DIRECTORS

(a)     All actions, calculations, interpretations and determinations (including
all omissions with respect to the foregoing) which are done or made by the Board
of  Directors  pursuant  to  this  Agreement, (i) may be relied on by the Rights
Agent;  (ii)  shall  not  subject the Board of Directors to any liability to the
holders  of the Rights or to any other parties; and (iii) absent manifest error,
shall  be  conclusive,  final  and  binding.

(b)     Nothing  contained in this Agreement shall be deemed to be in derogation
of  the  obligation  of the Board of Directors to exercise its fiduciary duties.
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 the holders of the Voting Shares reject any Permitted
Bid  or  any  Competing Permitted Bid or any Take-over Bid, or to take any other
action  (including,  without  limiting  the  generality  of  the  foregoing, the
commencement,  prosecution,  defence  or  settlement  of  any litigation and the
submission  of  additional  or alternative Permitted Bids or Competing Permitted
Bids  or  Take-over  Bids)  with  respect  to any Permitted Bid or any Competing
Permitted  Bid  or  any  Take-over  Bid  or otherwise that the Board believes is
necessary  or  appropriate  in  the  exercise  of  its  fiduciary  duties.

5.19.     DECLARATION  AS  TO  NON-CANADIAN  HOLDERS

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


<PAGE>


                                       40

5.20.     WITHHOLDING  RIGHTS

The  Corporation  and  the Rights Agent shall be entitled to deduct and withhold
from any distribution or consideration otherwise payable to any holder of Rights
or to any Person on behalf of any such holder such amounts as the Corporation or
Rights Agent is (i) required to deduct and withhold with respect to such payment
under the Income Tax Act (Canada), the Internal Revenue Code of 1986 (US) or any
provision  of federal, provincial, territorial, state, local or foreign tax law,
in  each  case,  as  amended  or  succeeded,  or (ii) entitled to withhold under
Section  116  of  the Income Tax Act (Canada) or any corresponding provisions of
provincial  law.  To  the  extent  that  amounts  are so withheld, such withheld
amounts  shall  be treated for all purposes as having been paid to the holder of
Rights  in  respect  of  which such deduction and withholding was made, provided
that  such  withheld  amounts  are  actually  remitted to the appropriate taxing
authority.  To the extent that the amount so required or entitled to be deducted
or  withheld  from any payment to a holder of Rights exceeds the cash portion of
the  distribution  or  consideration  otherwise  payable  to  the  holder,  the
Corporation  and Rights Agent are hereby authorized to sell or otherwise dispose
of  such portion of the distribution or consideration as is necessary to provide
sufficient  funds  to  the  Corporation or Rights Agent to enable them to comply
with  such  deduction  or  withholding  requirement  or  entitlement  and  the
Corporation  or Rights Agent shall notify the holder of Rights thereof and remit
to  such  holder  any  unapplied  balance  of  the  net  proceeds  of such sale.

5.21.     TIME  OF  ESSENCE

Time  is  of  the  essence  of  this  Agreement.

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

MFC  BANCORP  LTD.                     COMPUTERSHARE  INVESTOR  SERVICES  INC.

By: /s/ Michael J. Smith               By: /s/ June P. Glover      /s/ Kim Wong
    -------------------------              ------------------------------------
    Authorized  Signatory              Authorized  Signatory

Michael J. Smith                       June P. Glover          Kim Wong
_________________________________      ____________________________________
Name                                   Name

President  and  Chief Executive        Acting General Manager  CSO
Officer
_________________________________      _____________________________________
Title                                  Title


<PAGE>


                                    EXHIBIT A
                          (FORM OF RIGHTS CERTIFICATE)

Certificate  No.  _______________     ______________  Rights

THE  RIGHTS  ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE CORPORATION, ON THE
TERMS  SET  FORTH  IN THE RIGHTS PLAN. UNDER CERTAIN CIRCUMSTANCES (SPECIFIED IN
SUBSECTION 3.1(b) OF THE RIGHTS PLAN), RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING
PERSON OR TRANSFEREES OF AN ACQUIRING PERSON OR ITS AFFILIATES OR ASSOCIATES (AS
SUCH  TERMS  ARE  DEFINED IN THE RIGHTS PLAN) OR ANY PERSON ACTING JOINTLY OR IN
CONCERT  WITH  ANY  OF  THEM  MAY  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  Rights  Plan Agreement dated as of May 16, 2003 (amending
and restating the shareholder rights plan agreement, dated as of the 18th day of
May,  1993),  as  such  may  from  time  to time be amended, restated, varied or
replaced  (the  "Rights Plan")  between  MFC  Bancorp  Ltd.,  a  corporation
incorporated  under  the  laws  of  the  Yukon Territory (the "Corporation") and
Computershare  Investor  Services  Inc.,  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  Plan,  to  purchase  from the
Corporation  at  any  time after the Separation Time (as such term is defined in
the  Rights  Plan)  and prior to the Expiration Time (as such term is defined in
the  Rights  Plan),  one  fully  paid common share of the Corporation (a "Common
Share") at the Exercise Price referred to below, upon presentation and surrender
of  this  Rights Certificate with the Form of Election to Exercise duly executed
and  submitted  to the Rights Agent at its principal office in any of the cities
of  Vancouver  and  Toronto. The Exercise Price shall initially be $75 per Right
and  shall  be subject to adjustment in certain events as provided in the Rights
Plan.  The number of Common Shares which may be purchased for the Exercise Price
is  subject  to  adjustment  as  set  forth  in  the  Rights  Plan.

This  Rights  Certificate is subject to all the terms, provisions and conditions
of  the Rights Plan which terms and provisions are hereby incorporated herein by
reference  and  made  a part hereof and to which Rights Plan reference is hereby
made  for  a  full description of the rights, limitation of rights, obligations,
duties  and  immunities  thereunder of the Rights Agent, the Corporation and the
holders of the Rights Certificates. Copies of the Rights Plan are on file at the
registered  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 Certificate of like
tenor  and  date evidencing an aggregate number of Rights equal to the aggregate
number  of  Rights  evidenced  by  the Rights Certificate or Rights Certificates
surrendered.  If  this  Rights  Certificate is exercised in part, the registered
holder  shall  be  entitled  to  receive,  upon surrender hereof, another Rights
Certificate  or  Rights Certificate to the number of whole Rights not exercised:

Subject  to  the  provisions  of  the  Rights Plan, the Rights evidenced by this
Certificate  may  be redeemed by the Corporation at a redemption price of $0.001
per  Right, subject to adjustment in certain events, under certain circumstances
at  its  option.

No  fractional  Common  Shares  will be issued upon the exercise of any Right or
Rights evidenced hereby nor will Rights Certificates be issued for less than one
whole  Right.  After the Separation Time, in lieu of issuing fractional Rights a
cash  payment  will  be  made  as  provided  in  the  Rights  Plan.


<PAGE>


                                      A-2


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

This  Rights Certificate is not valid or obligatory for any purpose until it has
been  countersigned  by  the  Rights  Agent.

     IN  WITNESS  the  facsimile  signature  of  the  proper  officers  of  the
Corporation  and  its  seal.

Date:  _____________________________
ATTEST:

__________________________________     By:  _________________________
Secretary

Countersigned:  (By  Rights  Agent)

By  ______________________________
     Authorized  Signature


<PAGE>


                                      A-3

                          FORM OF ELECTION TO EXERCISE


TO:     MFC  BANCORP  LTD.

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


                                                    Rights Certificate No.______

___________________________________________
Name

___________________________________________
Address

___________________________________________
City  and  Province  or  State

___________________________________________
Social  Insurance  No.  or  other  Taxpayer
Identification  Number


<PAGE>


                                      A-4

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


_________________________________________________
Name

_________________________________________________
Address

_________________________________________________
City  and  Province

________________________________________________
Social  Insurance  No.  or  other  taxpayer
Identification  number

Date:

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 Schedule 1 Chartered Bank, a
major  Canadian  Trust  Company,  a  member  of a recognized stock exchange or a
member  of  a  recognized  Medallion  Program  (STAMP,  MSP  or  SEMP).

________________________________________________________________________________

                     (To be completed by the holder if true)

     The  undersigned  hereby represents, for the benefit of the Corporation and
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 by an Affiliate or Associate
of  an  Acquiring  Person, any other Person acting jointly or in concert with an
Acquiring Person or any Affiliate or Associate of any such other Person (as such
terms  are  defined  in  the  Rights  Plan).

                              _________________________________________________
                              Signature

                                    NOTICE

     In  the  event  that  the  certifications  set  forth  above in the Form of
Election  to  Exercise  and  Assignment are not completed, the Corporation shall
deem  the  Beneficial Owner of the Rights represented by this Rights Certificate
to  be  an  Acquiring  Person  or  by  an Affiliate or Associate of an Acquiring
Person,  any  other Person acting jointly or in concert with an Acquiring Person
or  any  Affiliate  or  Associate  of  any  such other Person (as such terms are
defined  in  the  Rights  Plan)  and, accordingly, such Rights shall be null and
void.


<PAGE>


                                      A-5

                              FORM OF ASSIGNMENT

     FOR  VALUE  RECEIVED,  the  undersigned 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.

Date:  ________________________          ___________________________________
                                         Signature
_______________________________
Signature  Guaranteed

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

     Signature  must  be  guaranteed by a Canadian Schedule 1 Chartered Bank, a
major Canadian Trust Company, a member of a recognized stock exchange or a
member of a recognized  Medallion  Program  (STAMP,  MSP  or  SEMP).

________________________________________________________________________________
                    (To be completed by the assignor if true)

     The  undersigned  hereby represents, for the benefit of the Corporation and
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 by an Affiliate or Associate
of  an  Acquiring  Person, any other Person acting jointly or in concert with an
Acquiring Person or any Affiliate or Associate of any such other Person (as such
terms  are  defined  in  the  Rights  Plan).

                                   _________________________________________
                                   Signature

                                   _________________________________________
                                   (Please  print  name  below  signature)

                                    NOTICE

In  the event that the certifications set forth above in the Form of Election to
Exercise  and  Assignment  are  not  completed,  the  Corporation shall deem the
Beneficial  Owner  of the Rights represented by this Rights Certificate to be an
Acquiring  Person  or  by  an Affiliate or Associate of an Acquiring Person, any
other  Person  acting jointly or in concert with an Acquiring Person or any such
other  Person  (as  such terms are defined in the Rights Plan) and, accordingly,
such  Rights  shall  be  null  and  void.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
