APTA HOLDINGS INC
VOTING AGREEMENT
<DOCUMENT>
<TYPE>EX-10.09
<SEQUENCE>7
<FILENAME>votagm.txt
<DESCRIPTION>VOTING AGREEMENT
<TEXT>



              VOTING AND EXCHANGE AGENCY AGREEMENT

THIS  VOTING AND EXCHANGE AGENCY AGREEMENT is made as of the 22nd
day of November, 2002,

BETWEEN:

          APTA  HOLDINGS, INC., A CORPORATION INCORPORATED  UNDER
          THE LAWS OF THE STATE OF DELAWARE, HAVING ITS PRINCIPAL
          OFFICE  AT  215  WEST  MAIN STREET,  MAPLE  SHARE,  NEW
          JERSEY, 08052,
          ("APTA")

                             - and -

          RALPH  EISENSCHMID  IN TRUST FOR INTELISYS  ACQUISITION
          INC., a company to be incorporated pursuant to the laws
          of  the  Province of New Brunswick with  its  principal
          office   at   815  Bombardier  Street,   Shediac,   New
          Brunswick, E4P 1H9,
          ("Exchangeco")

                             - and -

         CARBONARO SUGAR SZWERAS LLP, a law firm carrying on  the
         practice  of law in the Province of Ontario  and  having
         its  principal  office at 390 Bay  Street,  Suite  1600,
         Toronto, Ontario, M5H 2Y2,
         (the "Agent")

WHEREAS  pursuant to a Share Exchange Agreement dated as  of  the
date  hereof  (the  "Share  Exchange  Agreement"),  entered  into
between   Apta,  Exchangeco,  Ralph  Eisenschmid  in  trust   for
InteliSys  (Nova Scotia) Company, an unlimited liability  company
to  be  formed ("NovaScotiaco"), Convergix Inc. (the  "Company"),
Harry  J.  Santoro,  Stephen M. Robinson  and  Ralph  Eisenschmid
(collectively  the  "Parties"), the Parties have  agreed  to  the
acquisition of control of Company by Apta through Exchangeco  and
NovaScotiaco;

AND   WHEREAS   pursuant   to  the  Share   Exchange   Agreement,
shareholders of the Company will exchange their common shares  in
the capital of the Company ("Common Shares"), for an equal number
of, either (i) common shares in the capital of Apta ("Apta Common
Shares") or (ii) exchangeable shares in the capital of Exchangeco
(the   "Exchangeable  Shares"),  in  accordance  with  the  Share
Exchange Agreement;

AND WHEREAS in accordance with the Share Exchange Agreement, Apta
and  Exchangeco have agreed to enter into a voting  and  exchange
agency  agreement with a Agent appointed by the holders  of  such
Exchangeable Shares substantially in the form of this Agreement;

AND  WHEREAS  any statements of fact contained in this  Agreement
are made by Apta and Exchangeco and not by the Agent;

NOW  THEREFORE  in consideration of the respective covenants  and
agreements  provided in this Agreement and  for  other  good  and
valuable consideration (the receipt and sufficiency of which  are
hereby  acknowledged), the Parties hereto covenant and  agree  as
follows:


                            ARTICLE 1
                 DEFINITIONS AND INTERPRETATION

1.1  Definitions

In  this  Agreement, the following terms shall have the following
meanings:

(a)  "Affiliate" of any person means any other person directly or
     indirectly controlled by, or under control of, that person.  For
     the  purposes of this definition, "control" (including, with
     correlative meanings, the terms "controlled by" and "under common
     control of"), as applied to any person, means the possession by
     another person, directly or indirectly, of the power to direct or
     cause the direction of the management and policies of that first
     mentioned  person, whether through the ownership  of  voting
     securities, by contract or otherwise.

(b)  "Agent"  means Carbonaro Sugar Szweras LLP and,  subject  to
     the provisions of Article 10, includes any successor Agent.

(c)  "Automatic  Exchange  Rights"  means  the  benefit  of   the
     obligation  of  Apta  to  effect the automatic  exchange  of
     Exchangeable Shares for Apta Common Shares pursuant to section
     5.12.

(d)  "Beneficiaries" means the registered holders  from  time  to
     time of Exchangeable Shares, other than Apta, its Affiliates and
     the Agent.

(e)  "Beneficiary  Votes"  has the meaning  ascribed  thereto  in
     section 4.2.

(f)  "Board  of  Directors"  means  the  board  of  directors  of
     Exchangeco.

(g)  "Business  Day" means any day on which commercial banks  are
     open for business in Toronto, Ontario, other than a Saturday, a
     Sunday or a day observed as a holiday in Toronto, Ontario under
     the  laws of the Province of Ontario or the federal laws  of
     Canada.

(h)  "Canadian Dollar Equivalent" means, in respect of an  amount
     expressed in a currency other than Canadian dollars (the "Foreign
     Currency  Amount")  at  any date, the  product  obtained  by
     multiplying (a) the Foreign Currency Amount by (b) the noon spot
     exchange rate on such date for such foreign currency expressed in
     Canadian dollars as reported by the Bank of Canada, or, in the
     event such spot exchange rate is not available, such exchange
     rate on such date for such foreign currency expressed in Canadian
     dollars  as  may be deemed by the Board of Directors  to  be
     appropriate for such purpose.

(i)  "Current  Market Price" means, in respect of a  Apta  Common
     Share on any date, the Canadian Dollar Equivalent of the average
     of the closing bid and ask prices of Apta Common Shares during a
     period of twenty (20) consecutive trading days ending not more
     than  three (3) trading days before such date on such  stock
     exchange or automated quotation system on which Apta  Common
     Shares  are listed or quoted, as the case may be, as may  be
     selected by the Board of Directors for such purpose; provided
     however, that if in the opinion of the Board of Directors the
     public distribution or trading activity of Apta Common Shares
     during such period does not create a market which reflects the
     fair market value of a Apta Common Share, then the Current Market
     Price of a Apta Common Share shall be determined by the Board of
     Directors, in good faith and in its sole discretion, and provided
     further that any such selection, opinion or determination by the
     Board of Directors shall be conclusive and binding.

(j)  "Exchange Right" has the meaning ascribed thereto in section
     5.1.

(k)  "Exchangeable  Shares"  means  the  non-voting  exchangeable
     shares in the capital of Exchangeco.

(l)  "Insolvency  Event" means the institution by  Exchangeco  of
     any proceeding to be adjudicated a bankrupt or insolvent or to be
     wound up, or the consent of Exchangeco to the institution of
     bankruptcy, insolvency or winding-up proceedings against it, or
     the filing of a petition, answer or consent seeking dissolution
     or winding-up under any bankruptcy, insolvency or analogous laws,
     including without limitation the Companies Creditors' Arrangement
     Act (Canada) and the Bankruptcy and Insolvency Act (Canada), and
     the  failure by Exchangeco to contest in good faith any such
     proceedings commenced in respect of Exchangeco within thirty (30)
     days of becoming aware thereof, or the consent by Exchangeco to
     the  filing of any such petition or to the appointment of  a
     receiver, or the making by Exchangeco of a general assignment for
     the  benefit  of creditors, or the admission in  writing  by
     Exchangeco of its inability to pay its debts generally as they
     become  due, or Exchangeco not being permitted, pursuant  to
     solvency requirements of applicable law, to redeem any Retracted
     Shares pursuant to section 7 of the Share Provisions.

(m)  "Liquidation Call Right" has the meaning ascribed thereto in
     section 8.1 of the Share Provisions.

(n)  "Liquidation  Event"  has the meaning  ascribed  thereto  in
     section 5.12(b).

(o)  "Liquidation Event Effective Date" has the meaning  ascribed
     thereto in section 5.12(c).

(p)  "List" has the meaning ascribed thereto in section 4.6.

(q)  "Officer's  Certificate"  means, with  respect  to  Apta  or
     Exchangeco, as the case may be, a certificate signed by any one
     of Chief Executive Officer, President or Chief Financial Officer
     of Apta or Exchangeco, as the case may be.

(r)  "Apta Common Share" means a share of common stock, par value
     U.S. $0.0001, in the capital of Apta.

(s)  "Apta  Consent" has the meaning ascribed thereto in  section
     4.2.

(t)  "Apta  Meeting" has the meaning ascribed thereto in  section
     4.2.

(u)  "Apta Successor" has the meaning ascribed thereto in section
     11.1(a).

(v)  "Person"  includes an individual, partnership,  corporation,
     company, unincorporated syndicate or person organization, trust,
     Agent, executor, administrator and other legal representative.

(w)  "Share    Provisions"   means   the   rights,    privileges,
     restrictions and conditions attaching to the Exchangeable Shares,
     as set out in the Articles of Incorporation of Exchangeco and
     Schedule "A" to the Support Agreement.

(x)  "Special  Voting Share" means the one share  of  Series  "A"
     $0.001 par value preferred stock of Apta, which entitles the
     holder of record to a number of votes at meetings of holders of
     Apta Common Shares equal to the number of Exchangeable Shares
     outstanding from time to time (other than Exchangeable Shares
     held by Apta and Apta Affiliates), which share is to be issued
     to, deposited with, and voted by, the Agent as described herein.

(y)  "Support  Agreement" means that certain  exchangeable  share
     support agreement made as of even date herewith between Apta and
     Exchangeco.

(z)  "Voting  Rights"  means the voting rights  attached  to  the
     Special Voting Share.

1.2  Interpretation Not Affected by Headings, etc.

The  division of this Agreement into Articles, sections and other
portions  and  the insertion of headings are for  convenience  of
reference  only  and  should  not  affect  the  construction   or
interpretation  of  this Agreement.  Unless otherwise  indicated,
all  references to an "Article" or "section" followed by a number
and/or a letter refer to the specified Article or section of this
Agreement.   The terms "this Agreement", "hereof"  "herein",  and
"hereunder"  and similar expressions refer to this Agreement  and
not  to  any particular Article, section or other portion  hereof
and   include  any  agreement  or  instrument  supplementary   or
ancillary hereto.

1.3  Number, Gender, etc.

Words  in  the singular number only shall include the plural  and
vice versa.  Words in one gender shall include all genders.

1.4  Date for any Action

If  any  date  on which any action is required to be taken  under
this  Agreement  is  not a Business Day,  such  action  shall  be
required to be taken on the next succeeding Business Day.

                            ARTICLE 2
                      PURPOSE OF AGREEMENT

2.1  Establishment of Agency

The  Agent will hold the Special Voting Share and the benefit  of
the Support Agreement in order to enable the Agent to execute the
Voting  Rights and will hold the Exchange Right and the Automatic
Exchange  Rights  in order to enable the Agent to  exercise  such
rights,  in  each  case  as  Agent  for  and  on  behalf  of  the
Beneficiaries as provided in this Agreement.

                            ARTICLE 3
                      SPECIAL VOTING SHARE

3.1  Issue and Ownership of the Special Voting Share

Apta  hereby  issues to and deposits with the Agent, the  Special
Voting Share to be hereafter held of record by the Agent as Agent
for  and  on  behalf  of, and for the use  and  benefit  of,  the
Beneficiaries  and  in  accordance with the  provisions  of  this
Agreement.   Apta hereby acknowledges receipt from the  Agent  as
Agent for and on behalf of the Beneficiaries of good and valuable
consideration (and the adequacy thereof) for the issuance of  the
Special  Voting Share by Apta to the Agent.  During the  term  of
this  Agreement and subject to the terms and conditions  of  this
Agreement, the Agent shall possess and be vested with full  legal
ownership  of the Special Voting Share and shall be  entitled  to
exercise all of the rights and powers of an owner with respect to
the Special Voting Share provided that the Agent shall:

(a)  hold the Special Voting Share and the legal title thereto as
     Agent solely for the use and benefit of the Beneficiaries in
     accordance with the provisions of this Agreement; and

(b)  except as specifically authorized by this Agreement, have no
     power or authority to sell, transfer, vote or otherwise deal
     in  or  with the Special Voting Share and the Special Voting
     Share shall not be used or disposed of by the Agent for  any
     purpose other than the purposes set out in this Agreement.

3.2  Legended Share Certificates

Exchangeco shall cause each certificate representing Exchangeable
Shares  to bear an appropriate legend notifying the Beneficiaries
of their right to instruct the Agent with respect to the exercise
of the Voting Rights in respect of the Exchangeable Shares of the
Beneficiaries.

3.3  Safe Keeping of Certificate

The  certificate representing the Special Voting Share  shall  at
all times be held in safe keeping by the Agent.

                            ARTICLE 4
                    EXERCISE OF VOTING RIGHTS

4.1  Voting Rights

The  Agent, as the holder of record of the Special Voting  Share,
shall  be  entitled  to all of the Voting Rights,  including  the
right  to vote in person or by proxy the Special Voting Share  on
any matters, questions, proposals or propositions whatsoever that
may  properly  come before the shareholders of  Apta  at  a  Apta
Meeting or in connection with a Apta Consent.  The Voting  Rights
shall  be  and  remain  vested in and  exercised  by  the  Agent.
Subject to section 7.14:

(a)  the Agent shall exercise the Voting Rights only on the basis
     of  instructions received pursuant to this  Article  4  from
     Beneficiaries  entitled to instruct  the  Agent  as  to  the
     voting  thereof  at the time at which the  Apta  Meeting  is
     held; and

(b)  to  the  extent  that no instructions are  received  from  a
     Beneficiary with respect to the Voting Rights to which  such
     Beneficiary  is  entitled, the Agent shall not  exercise  or
     permit the exercise of such Voting Rights.

4.2  Number of Votes

With  respect  to all meetings of shareholders of Apta  at  which
holders of Apta Common Shares are entitled to vote (each, a "Apta
Meeting") and with respect to all written consents sought by Apta
from its shareholders including the holders of Apta Common Shares
(each,  a "Apta Consent"), each Beneficiary shall be entitled  to
instruct  the  Agent  to  cast and  exercise  one  of  the  votes
comprised in the Voting Rights for each Exchangeable Share  owned
of  record by such Beneficiary on the record date established  by
Apta  or by applicable law for such Apta Meeting or Apta Consent,
as  the case may be (the "Beneficiary Votes"), in respect of each
matter, question, proposal or proposition to be voted on at  such
Apta Meeting or in connection with such Apta Consent.

4.3  Mailings to Beneficiaries

With  respect  to each Apta Meeting and Apta Consent,  the  Agent
shall mail or cause to be mailed (or otherwise communicate in the
same manner as Apta utilizes in communications to holders of Apta
Common  Shares, subject to the Agent being advised in writing  of
such  method  of  communication and its ability to  provide  such
method)  to each of the Beneficiaries named in the List  referred
to  in section 4.6, such mailing or communication to commence  on
the  same  day  as the mailing or notice (or other communication)
with respect thereto is commenced by Apta to its shareholders:

(a)  a  copy  of such notice, together with any related materials
     to be provided to shareholders of Apta;

(b)  a  statement  that such Beneficiary is entitled to  instruct
     the  Agent as to the exercise of the Beneficiary Votes  with
     respect to such Apta Meeting or Apta Consent or, pursuant to
     section  4.7,  to attend such Apta Meeting and  to  exercise
     personally the Beneficiary Votes thereat;

(c)  a  statement as to the manner in which such instructions may
     be  given to the Agent, including an express indication that
     instructions may be given to the Agent to give:

     (i)  a proxy to such Beneficiary or his designee to exercise
          personally the Beneficiary Votes; or

     (ii) a proxy to a designated agent or other representative of the
          management of Apta to exercise such Beneficiary Votes;

(d)  a  statement that if no such instructions are received  from
     the   Beneficiary,  the  Beneficiary  Votes  to  which  such
     Beneficiary is entitled will not be exercised;

(e)  a  form  of direction whereby the Beneficiary may so  direct
     and instruct the Agent as contemplated herein; and

(f)  a  statement of the time and date by which such instructions
     must  be  received by the Agent in order to be binding  upon
     it, which in the case of a Apta Meeting shall not be earlier
     than  the close of business on the second Business Day prior
     to  such meeting, and of the method for revoking or amending
     such instructions.

The  materials  referred  to in sections  4.3(a)  through  4.3(f)
inclusive shall be provided by Apta to the Agent.

For  the  purpose  of determining Beneficiary Votes  to  which  a
Beneficiary  is entitled in respect of any Apta Meeting  or  Apta
Consent, the number of Exchangeable Shares owned of record by the
Beneficiary shall be determined at the close of business  on  the
record date established by Apta or by applicable law for purposes
of determining shareholders entitled to vote at such Apta Meeting
or  to  execute  a  Apta  Consent.  Exchangeco  shall  make  such
determination and shall promptly advise the Agent of  the  number
of  Beneficiaries entitled to vote and the number of Exchangeable
Shares  held by each of them.  Apta will notify the Agent of  any
decision  of the Board of Directors of Apta with respect  to  the
calling of any Apta Meeting or the seeking of a Apta Consent  and
shall  provide  all necessary information and  materials  to  the
Agent  in each case promptly and in any event in sufficient  time
to  enable  the Agent to perform its obligations contemplated  by
this section 4.3.

4.4  Copies of Shareholder Information

Apta  will  deliver  to the Agent copies of all  proxy  materials
(including notices of Apta Meetings but excluding proxies to vote
Apta  Common Shares), information statements, reports  (including
without  limitation, all interim and annual financial statements)
and  other written communications that, in each case, are  to  be
distributed from time to time to holders of Apta Common Shares in
sufficient quantities and in sufficient time so as to enable  the
Agent  to  send those materials to each Beneficiary at  the  same
time  as such materials are first sent to holders of Apta  Common
Shares.    The  Agent  will  mail  or  otherwise  send  to   each
Beneficiary, at the expense of Apta, copies of all such materials
(and all materials specifically directed to the Beneficiaries  or
to  the  Agent  for  the  benefit of the Beneficiaries  by  Apta)
received  by  the  Agent  from  Apta contemporaneously  with  the
sending of such materials to holders of Apta Common Shares.   The
Agent  will also make available for inspection by any Beneficiary
at  the  Agent's principal business office in the City of Toronto
all  proxy  materials, information statements, reports and  other
written communications that are:

(a)  received  by  the  Agent  as the registered  holder  of  the
     Special Voting Share and made available by Apta generally to
     the holders of Apta Common Shares; or

(b)  specifically directed to the Beneficiaries or to  the  Agent
     for the benefit of the Beneficiaries by Apta.

4.5  Other Materials

As  soon  as  reasonably practicable after  receipt  by  Apta  or
shareholders  of Apta (if such receipt is known by Apta)  of  any
material  sent  or  given by or on behalf of  a  third  party  to
holders  of  Apta  Common  Shares  generally,  including  without
limitation,  dissident  proxy  and  information  circulars   (and
related  information and material) and tender and exchange  offer
circulars  (and  related information and  material),  Apta  shall
obtain  and  deliver  to the Agent copies thereof  in  sufficient
quantities  so  as to enable the Agent to forward  such  material
(unless  the same has been provided directly to Beneficiaries  by
such  third  party)  to  each Beneficiary  as  soon  as  possible
thereafter.   As  soon as practicable following receipt  thereof,
the Agent will mail or otherwise send to each Beneficiary, at the
expense  of  Apta, copies of all such materials received  by  the
Agent  from  Apta.   The  Agent  will  also  make  available  for
inspection by any Beneficiary at the Agent's principal  corporate
office in the City of Toronto copies of all such materials.

4.6  List of Persons Entitled to Vote

Exchangeco  shall, (a) prior to each annual, general and  special
Apta Meeting or the seeking of any Apta Consent and (b) forthwith
upon each request made at any time by the Agent, prepare or cause
to  be  prepared a list (a "List") of the names and addresses  of
the  Beneficiaries arranged in alphabetical order and showing the
number  of  Exchangeable  Shares held  of  record  by  each  such
Beneficiary, in each case at the close of business  on  the  date
specified by the Agent in such request or, in the case of a  List
prepared in connection with a Apta Meeting or a Apta Consent,  at
the  close of business on the record date established by Apta  or
pursuant  to applicable law for determining the holders  of  Apta
Common  Shares entitled to receive notice of and/or  to  vote  at
such Apta Meeting or to give consent in connection with such Apta
Consent.  Each such List shall be delivered to the Agent promptly
after  receipt by Exchangeco of such request or the  record  date
for  such meeting or seeking of consent, as the case may be,  and
in  any  event  within  sufficient time to permit  the  Agent  to
perform  its  obligations under this Agreement.  Apta  agrees  to
give  Exchangeco notice (with a copy to the Agent) of the calling
of  any Apta Meeting or the seeking of any Apta Consent, together
with  the record dates therefor, sufficiently prior to the record
date  in  connection with such meeting or seeking of such consent
so  as to enable Exchangeco to perform its obligations under this
section 4.6.

4.7  Entitlement to Direct Votes

Any  Beneficiary named in a List prepared in connection with  any
Apta Meeting or Apta Consent will be entitled to (a) instruct the
Agent in the manner described in section 4.3 with respect to  the
exercise  of  the Beneficiary Votes to which such Beneficiary  is
entitled  or  (b)  attend  such meeting and  personally  exercise
thereat,  as  the  proxy of the Agent, the Beneficiary  Votes  to
which such Beneficiary is entitled.

4.8  Voting  by  Agent and Attendance of Agent Representative  at
     Meeting

(a)  In  connection with each Apta Meeting and Apta Consent,  the
     Agent  shall  exercise, either in person  or  by  proxy,  in
     accordance with the instructions received from a Beneficiary
     pursuant to section 4.3, the Beneficiary Votes to which such
     Beneficiary  is entitled to direct the vote (or  any  lesser
     number  thereof  as  may be set forth in the  instructions);
     provided,  however,  that  such  written  instructions   are
     received by the Agent from the Beneficiary prior to the time
     and date fixed by the Agent for receipt of such instructions
     in the notice given by the Agent to the Beneficiary pursuant
     to section 4.3.

(b)  The  Agent shall cause a representative who is empowered  by
     it  to sign and deliver, on behalf of the Agent, proxies for
     Voting  Rights to attend each Apta Meeting.  Upon submission
     by   a  Beneficiary  (or  its  designee)  of  identification
     satisfactory  to  the  Agent's representative,  and  at  the
     Beneficiary's  request, such representative shall  sign  and
     deliver  to  such Beneficiary (or its designee) a  proxy  to
     exercise  personally the Beneficiary Votes as to which  such
     Beneficiary  is otherwise entitled hereunder to  direct  the
     vote,  if  such  Beneficiary either (i) has  not  previously
     given  the  Agent instructions pursuant to  section  4.3  in
     respect   of   such   meeting  or  (ii)  submits   to   such
     representative  written  revocation  of  any  such  previous
     instructions.   At such meeting, the Beneficiary  exercising
     such  Beneficiary Votes shall have the same  rights  as  the
     Agent  to  speak  at the meeting in respect of  any  matter,
     question, proposal or proposition, to vote by way of  ballot
     at  the meeting in respect of any matter, question, proposal
     or proposition, and to vote at such meeting by way of a show
     of  hands in respect of any matter, question or proposition.
     Apta  shall reimburse the Agent for any reasonable  expenses
     incurred   in   the  course  of  attending  or   causing   a
     representative to attend each Apta Meeting.

4.9  Distribution of Written Materials

Any  written materials distributed by the Agent pursuant to  this
Agreement shall be sent by mail (or otherwise communicated in the
same manner as Apta utilizes in communications to holders of Apta
Common  Shares subject to the Agent being advised in  writing  of
such  method  of  communication and its ability to  provide  such
method) to each Beneficiary at its address as shown on the  books
of  Exchangeco.  Exchangeco shall provide or cause to be provided
to  the  Agent  for this purpose, on a timely basis  and  without
charge or other expense:

(a)  a current List; and

(b)  upon the request of the Agent, mailing labels to enable  the
     Agent to carry out its duties under this Agreement.

4.10 Termination of Voting Rights

All   of  the  rights  of  a  Beneficiary  with  respect  to  the
Beneficiary  Votes  exercisable in respect  of  the  Exchangeable
Shares  held by such Beneficiary, including the right to instruct
the  Agent  as  to  the  voting of or  to  vote  personally  such
Beneficiary  Votes,  shall be deemed to  be  surrendered  by  the
Beneficiary  to Apta, and such Beneficiary Votes and  the  Voting
Rights  represented  thereby  shall cease  immediately  upon  the
redemption or retraction of the Beneficiary's Exchangeable Shares
pursuant  to section 6 or 7 of the Share Provisions, or upon  the
effective  date of the liquidation, dissolution or winding-up  of
Exchangeco pursuant to section 5 of the Share Provisions or  upon
the  purchase of the Exchangeable Shares by NovaScotiaco pursuant
to  the  exercise by NovaScotiaco of the Liquidation Call  Right,
Redemption Call Right or Retraction Call Right.

                            ARTICLE 5
              EXCHANGE RIGHT AND AUTOMATIC EXCHANGE

5.1  Grant   and  Ownership  of  the  Exchange  Right;  Automatic
     Exchange Rights

Apta  hereby grants to the Agent as Agent for and on  behalf  of,
and  for the use and benefit of, the Beneficiaries the right (the
"Exchange Right"), upon the occurrence and during the continuance
of  an Insolvency Event, to require Apta to purchase from each or
any  Beneficiary all or any part of the Exchangeable Shares  held
by  the  Beneficiary and the Automatic Exchange  Rights,  all  in
accordance  with the provisions of this Agreement.   Apta  hereby
acknowledges receipt from the Agent as Agent for and on behalf of
the  Beneficiaries  of good and valuable consideration  (and  the
adequacy  thereof) for the grant of the Exchange  Right  and  the
Automatic Exchange Rights by Apta to the Agent.  During the  term
of this Agreement and subject to the terms and conditions of this
Agreement, the Agent shall possess and be vested with full  legal
ownership of the Exchange Right and the Automatic Exchange Rights
and shall be entitled to exercise all of the rights and powers of
an  owner  with  respect to the Exchange Right and the  Automatic
Exchange Rights, provided that the Agent shall:

(a)  hold  the  Exchange Right and the Automatic Exchange  Rights
     and  the legal title thereto as Agent solely for the use and
     benefit   of  the  Beneficiaries  in  accordance  with   the
     provisions of this Agreement; and

(b)  except as specifically authorized by this Agreement, have no
     power or authority to exercise or otherwise deal in or  with
     the Exchange Right or the Automatic Exchange Rights, and the
     Agent  shall  not exercise any such rights for  any  purpose
     other than the purposes set out in this Agreement.

5.2  Legended Share Certificates

Exchangeco  will cause each certificate representing Exchangeable
Shares  to bear an appropriate legend notifying the Beneficiaries
of:

(a)  their  right  to  instruct the Agent  with  respect  to  the
     exercise   of   the  Exchange  Right  in  respect   of   the
     Exchangeable Shares held by a Beneficiary; and

(b)  the Automatic Exchange Rights.

5.3  General Exercise of Exchange Right

The  Exchange Right shall be and remain vested in and exercisable
by the Agent.   Subject to section 7.14, the Agent shall exercise
the  Exchange  Right  only on the basis of instructions  received
pursuant  to  this  Article  5  from  Beneficiaries  entitled  to
instruct  the  Agent as to the exercise thereof.  To  the  extent
that no instructions are received from a Beneficiary with respect
to the Exchange Right, the Agent shall not exercise or permit the
exercise of the Exchange Right.

5.4  Purchase Price

The purchase price payable by Apta for each Exchangeable Share to
be  purchased by Apta under the Exchange Right shall be an amount
per  share equal to (a) the Current Market Price of a Apta Common
Share on the last Business Day prior to the day of closing of the
purchase  and sale of such Exchangeable Share under the  Exchange
Right,  which  shall be satisfied in full by Apta causing  to  be
sent  to  such holder one Apta Common Share for each Exchangeable
Share,  plus  (b)  to  the  extent not  paid  by  Exchangeco,  an
additional  amount equivalent to the full amount of all  declared
and unpaid dividends on each such Exchangeable Share held by such
holder  on any dividend record date which occurred prior  to  the
closing  of the purchase and sale.  The purchase price  for  each
such  Exchangeable  Share so purchased may be satisfied  only  by
Apta  issuing  and delivering or causing to be delivered  to  the
Agent,  on  behalf of the relevant Beneficiary, one  Apta  Common
Share  and  on  the  applicable payment date  a  cheque  for  the
balance, if any, of the purchase price without interest (but less
any amounts withheld pursuant to section 5.13).

5.5  Exercise Instructions

Subject  to  the  terms  and  conditions  herein  set  forth,   a
Beneficiary shall be entitled, upon the occurrence and during the
continuance  of  an Insolvency Event, to instruct  the  Agent  to
exercise  the Exchange Right with respect to all or any  part  of
the   Exchangeable  Shares  registered  in  the  name   of   such
Beneficiary on the books of Exchangeco.  To cause the exercise of
the Exchange Right by the Agent, the Beneficiary shall deliver to
the  Agent, in person or by certified or registered mail, at  its
principal  corporate office in Toronto, Ontario or at such  other
places in Canada as the Agent may from time to time designate  by
written   notice   to   the   Beneficiaries,   the   certificates
representing  the  Exchangeable  Shares  which  such  Beneficiary
desires  Apta  to purchase, duly endorsed in blank for  transfer,
and accompanied by such other documents and instruments as may be
required  to effect a transfer of Exchangeable Shares  under  the
Business Corporations Act (New Brunswick) and the articles and by-
laws  of Exchangeco and such additional documents and instruments
as  the  Agent may reasonably require together with  (a)  a  duly
completed  form  of  notice of exercise of  the  Exchange  Right,
contained on the reverse of or attached to the Exchangeable Share
certificates, stating (i) that the Beneficiary thereby  instructs
the Agent to exercise the Exchange Right so as to require Apta to
purchase  from the Beneficiary the number of Exchangeable  Shares
specified therein, (ii) that such Beneficiary has good  title  to
and owns all such Exchangeable Shares to be acquired by Apta free
and  clear of all liens, claims and encumbrances, (iii) the names
in   which  the  certificates  representing  Apta  Common  Shares
issuable  in  connection with the exercise of the Exchange  Right
are to be issued, (iv) the names and addresses of the persons  to
whom such Apta Common Share certificates should be delivered, and
(v)  payment  (or evidence satisfactory to the Agent,  Exchangeco
and   Apta  of  payment)  of  the  taxes  (if  any)  payable   as
contemplated by section 5.8 of this Agreement.  If only a portion
of  the  Exchangeable Shares represented by  any  certificate  or
certificates delivered to the Agent are to be purchased  by  Apta
under  the  Exchange Right, a new certificate for the balance  of
such  Exchangeable Shares shall be issued to the  holder  at  the
expense of Exchangeco.

5.6  Delivery of Apta Common Shares; Effect of Exercise

Promptly  after  receipt  of  the certificates  representing  the
Exchangeable  Shares  which  the  Beneficiary  desires  Apta   to
purchase  under the Exchange Right, together with such  documents
and  instruments of transfer and a duly completed form of  notice
of  exercise of the Exchange Right (and payment of taxes, if any,
payable as contemplated by section 5.8 or evidence thereof), duly
endorsed  for transfer to Apta, the Agent shall notify  Apta  and
Exchangeco of its receipt of the same, which notice to  Apta  and
Exchangeco shall constitute exercise of the Exchange Right by the
Agent  on  behalf of the holder of such Exchangeable Shares,  and
Apta  shall promptly thereafter deliver or cause to be  delivered
to   the   Agent,  for  delivery  to  the  Beneficiary  of   such
Exchangeable  Shares (or to such other persons, if any,  properly
designated by such Beneficiary) the number of Apta Common  Shares
issuable  in connection with the exercise of the Exchange  Right,
and  on  the applicable payment date cheques for the balance,  if
any,  of the total purchase price therefor without interest  (but
less  any  amounts withheld pursuant to section 5.13);  provided,
however, that no such delivery shall be made unless and until the
Beneficiary  requesting the same shall have paid  the  taxes  (or
provided evidence satisfactory to the Agent, Exchangeco and  Apta
of  the payment of the taxes, if any, payable) as contemplated by
section  5.8 of this Agreement.  Immediately upon the  giving  of
notice by the Agent to Apta and Exchangeco of the exercise of the
Exchange  Right as provided in this section 5.6, the  closing  of
the transaction of purchase and sale contemplated by the Exchange
Right  shall  be deemed to have occurred and the holder  of  such
Exchangeable Shares shall be deemed to have transferred  to  Apta
all  of  such holder's right, title and interest in and  to  such
Exchangeable  Shares  and  the related interest  in  the  Special
Voting  Share and the benefit of the Support Agreement and  shall
cease to be a holder of such Exchangeable Shares and shall not be
entitled  to  exercise any of the rights of a holder  in  respect
thereof,  other than the right to receive his proportionate  part
of the total purchase price therefor, unless the requisite number
of  Apta  Common Shares is not allotted, issued and delivered  by
Apta  to the Agent within five Business Days of the date  of  the
giving  of such notice by the Agent, in which case the rights  of
the  Beneficiary shall remain unaffected until such  Apta  Common
Shares  are  so  allotted, issued and delivered  by  Apta.   Upon
delivery  by  Apta to the Agent of such Apta Common  Shares,  the
Agent  shall  deliver such Apta Common Shares to such Beneficiary
(or  to  such other persons, if any, properly designated by  such
Beneficiary).  Concurrently with such Beneficiary ceasing to be a
holder   of  Exchangeable  Shares,  the  Beneficiary   shall   be
considered and deemed for all purposes to be the holder  of  Apta
Common Shares delivered to it pursuant to the Exchange Right.

5.7  Exercise of Exchange Right Subsequent to Retraction

In  the  event that a Beneficiary has exercised its  right  under
section 6 of the Share Provisions to require Exchangeco to redeem
any  or  all  of the Exchangeable Shares held by the  Beneficiary
(the  "Retracted Shares") and is notified by Exchangeco  pursuant
to  section 6.6 of the Share Provisions that Exchangeco will  not
be  permitted as a result of solvency requirements of  applicable
law  to  redeem  all  such Retracted Shares,  and  provided  that
NovaScotiaco shall not have exercised the Retraction  Call  Right
with respect to the Retracted Shares and that the Beneficiary has
not  revoked  the retraction request delivered by the Beneficiary
to  Exchangeco  pursuant to section 6.7 of the Share  Provisions,
the  retraction  request will constitute and will  be  deemed  to
constitute  notice from the Beneficiary to the Agent  instructing
the  Agent to exercise the Exchange Right with respect  to  those
Retracted  Shares that Exchangeco is unable to  redeem.   In  any
such event, Exchangeco hereby agrees with the Agent and in favour
of  the  Beneficiary promptly to forward or cause to be forwarded
to  the Agent all relevant materials delivered by the Beneficiary
to Exchangeco or to the transfer agent of the Exchangeable Shares
(including  without limitation, a copy of the retraction  request
delivered  pursuant  to section 6.1 of the Share  Provisions)  in
connection with such proposed redemption of the Retracted  Shares
and  the  Agent will thereupon exercise the Exchange  Right  with
respect  to the Retracted Shares that Exchangeco is not permitted
to  redeem  and  will  require Apta to purchase  such  shares  in
accordance with the provisions of this Article 5.

5.8  Stamp or Other Transfer Taxes

Upon  any  sale  of Exchangeable Shares to Apta pursuant  to  the
Exchange  Right  or  the  Automatic Exchange  Rights,  the  share
certificate or certificates representing Apta Common Shares to be
delivered  in  connection with the payment of the total  purchase
price therefor shall be issued in the name of the Beneficiary  of
the  Exchangeable  Shares  so sold  or  in  such  names  as  such
Beneficiary may otherwise direct in writing without charge to the
holder  of  the  Exchangeable Shares so sold; provided,  however,
that such Beneficiary (a) shall pay (and none of Apta, Exchangeco
or  the  Agent shall be required to pay) any documentary,  stamp,
transfer  or  other taxes that may be payable in respect  of  any
transfer involved in the issuance or delivery of such shares to a
person other than such Beneficiary or (b) shall have evidenced to
the  satisfaction  of  the Agent, Apta and Exchangeco  that  such
taxes, if any, have been paid.

5.9  Notice of Insolvency Event

As  soon as practicable following the occurrence of an Insolvency
Event  or any event that with the giving of notice or the passage
of time or both would be an Insolvency Event, Exchangeco and Apta
shall  give  written notice thereof to the  Agent.   As  soon  as
practicable  following the receipt of notice from Exchangeco  and
Apta  of the occurrence of an Insolvency Event, or upon the Agent
becoming  aware of an Insolvency Event, the Agent  will  mail  to
each  Beneficiary,  at  the expense of Apta,  a  notice  of  such
Insolvency Event, which notice shall contain a brief statement of
the  rights  of  the Beneficiaries with respect to  the  Exchange
Right.

5.10 Qualification of Apta Common Shares

Apta  covenants that if any Apta Common Shares to be  issued  and
delivered  pursuant  to  the  Exchange  Right  or  the  Automatic
Exchange  Rights  require registration or qualification  with  or
approval  of  or  the  filing  of  any  document,  including  any
prospectus  or similar document, or the taking of any  proceeding
with  or  the obtaining of any order, ruling or consent from  any
governmental or regulatory authority under any Canadian or United
States federal, provincial or state law or regulation or pursuant
to  the rules and regulations of any regulatory authority or  the
fulfillment  of  any  other Canadian or  United  States  federal,
provincial or state legal requirement before such shares  may  be
issued and delivered by Apta to the initial holder thereof or  in
order  that  such  shares may be freely traded thereafter  (other
than any restrictions under Rule 144 or of general application on
transfer by reason of a holder being a "control person"  of  Apta
for  purposes  of  Canadian  provincial  securities  law  or   an
"affiliate"  of  Apta for purposes of United  States  federal  or
state securities law), Apta will in good faith expeditiously take
all  such  actions  and do all such things as  are  necessary  or
desirable to cause such Apta Common Shares to be and remain  duly
registered,  qualified or approved.   Apta  will  in  good  faith
expeditiously take all such actions and do all such things as are
reasonably necessary or desirable to cause all Apta Common Shares
to  be  delivered pursuant to the Exchange Right or the Automatic
Exchange Rights to be listed, quoted or posted for trading on all
stock  exchanges and quotation systems on which outstanding  Apta
Common Shares have been listed by Apta and remain listed and  are
quoted or posted for trading at such time.

5.11 Apta Common Shares

Apta  hereby  represents, warrants and covenants  that  the  Apta
Common   Shares  issuable  as  described  herein  will  be   duly
authorized  and  validly issued as fully paid and  non-assessable
and shall be free and clear of any lien, claim or encumbrance.

5.12 Automatic Exchange on Liquidation of Apta

(a)  Apta  will  give  the Agent written notice of  each  of  the
     following events at the time set forth below:

     (i)  in  the  event  of any determination by  the  board  of
          directors  of  Apta to institute voluntary liquidation,
          dissolution or winding-up proceedings with  respect  to
          Apta  or to effect any other distribution of assets  of
          Apta  among its shareholders for the purpose of winding
          up  its affairs, at least 60 days prior to the proposed
          effective   date  of  such  liquidation,   dissolution,
          winding-up or other distribution; and

     (ii) as  soon  as practicable following the earlier  of  (A)
          receipt  by  Apta of notice of, and (B) Apta  otherwise
          becoming aware of, any threatened or instituted  claim,
          suit, petition or other proceedings with respect to the
          involuntary  liquidation, dissolution or winding-up  of
          Apta  or to effect any other distribution of assets  of
          Apta  among its shareholders for the purpose of winding
          up  its affairs, in each case where Apta has failed  to
          contest in good faith any such proceeding commenced  in
          respect  of  Apta  within  30 days  of  becoming  aware
          thereof.

(b)  As  soon as practicable following receipt by the Agent  from
     Apta   of  notice  of  any  event  (a  "Liquidation  Event")
     contemplated by section 5.12(a)(i) or 5.12(a)(ii) above, the
     Agent  will give notice thereof to the Beneficiaries.   Such
     notice  will  be  provided by Apta to the  Agent  and  shall
     include  a  brief description of the automatic  exchange  of
     Exchangeable Shares for Apta Common Shares provided  for  in
     section 5.12(c).

(c)  In  order that the Beneficiaries will be able to participate
     on  a  pro rata basis with the holders of Apta Common Shares
     in  the distribution of assets of Apta in connection with  a
     Liquidation  Event, on the fifth Business Day prior  to  the
     effective date (the "Liquidation Event Effective Date") of a
     Liquidation  Event all of the then outstanding  Exchangeable
     Shares  shall  be  automatically exchanged for  Apta  Common
     Shares.   To  effect  such automatic  exchange,  Apta  shall
     purchase  on the fifth Business Day prior to the Liquidation
     Event   Effective   Date   each  Exchangeable   Share   then
     outstanding  and held by Beneficiaries, and each Beneficiary
     shall  sell the Exchangeable Shares held by it at such time,
     for  a  purchase  price per share equal to (a)  the  Current
     Market  Price  of a Apta Common Share on the fifth  Business
     Day  prior  to the Liquidation Event Effective  Date,  which
     shall   be  satisfied  in  full  by  Apta  issuing  to   the
     Beneficiary one Apta Common Share, and (b) to the extent not
     paid  by Exchangeco, an additional amount equivalent to  the
     full  amount  of all declared and unpaid dividends  on  each
     such  Exchangeable Share held by such holder on any dividend
     record  date  which  occurred  prior  to  the  date  of  the
     exchange.

(d)  On  the  fifth  Business Day prior to the Liquidation  Event
     Effective  Date, the closing of the transaction of  purchase
     and   sale   contemplated  by  the  automatic  exchange   of
     Exchangeable Shares for Apta Common Shares shall  be  deemed
     to  have  occurred, and each Beneficiary shall be deemed  to
     have  transferred  to  Apta all of the Beneficiary's  right,
     title and interest in and to such Beneficiary's Exchangeable
     Shares and the related interest in the Special Voting  Share
     and the benefit of the Support Agreement and shall cease  to
     be a holder of such Exchangeable Shares and Apta shall issue
     to  the Beneficiary the Apta Common Shares issuable upon the
     automatic  exchange of Exchangeable Shares for  Apta  Common
     Shares  and on the applicable payment date shall deliver  to
     the  Agent for delivery to the Beneficiary a cheque for  the
     balance,  if  any,  of  the total purchase  price  for  such
     Exchangeable  Shares without interest but less  any  amounts
     withheld  pursuant to section 5.13.  Concurrently with  such
     Beneficiary  ceasing to be a holder of Exchangeable  Shares,
     the  Beneficiary  shall be considered  and  deemed  for  all
     purposes  to  be  the  holder of Apta Common  Shares  issued
     pursuant  to  the automatic exchange of Exchangeable  Shares
     for  Apta  Common Shares and the certificates  held  by  the
     Beneficiary previously representing the Exchangeable  Shares
     exchanged  by  the  Beneficiary with Apta pursuant  to  such
     automatic  exchange shall thereafter be deemed to  represent
     Apta  Common  Shares  issued  to  the  Beneficiary  by  Apta
     pursuant to such automatic exchange.  Upon the request of  a
     Beneficiary   and  the  surrender  by  the  Beneficiary   of
     Exchangeable  Share certificates deemed  to  represent  Apta
     Common  Shares,  duly endorsed in blank and  accompanied  by
     such instruments of transfer as Apta may reasonably require,
     Apta  shall  deliver  or  cause  to  be  delivered  to   the
     Beneficiary certificates representing Apta Common Shares  of
     which the Beneficiary is the holder.

5.13 Withholding Rights

Apta and Exchangeco shall be entitled to deduct and withhold from
any  consideration otherwise payable under this Agreement to  any
holder  of Exchangeable Shares or Apta Common Shares such amounts
as  Apta  or  Exchangeco is required or permitted to  deduct  and
withhold  with respect to such payment under the Income  Tax  Act
(Canada),  the  United  States  Internal  Revenue  Code  or   any
provision of provincial, state, local or foreign tax law, in each
case as amended or succeeded.  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 the shares 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
permitted to be deducted or withheld from any payment to a holder
exceeds  the cash portion of the consideration otherwise  payable
to  the holder, Apta and Exchangeco are hereby authorized to sell
or  otherwise dispose of such portion of the consideration as  is
necessary  to provide sufficient funds to Apta or Exchangeco,  as
the  case  may be, to enable it to comply with such deduction  or
withholding requirement and Apta or Exchangeco shall  notify  the
holder thereof and remit to such holder any unapplied balance  of
the  net  proceeds  of such sale.  Apta represents  and  warrants
that,  based upon facts currently known to it, it has no  current
intention,  as  at  the  date of this  Agreement,  to  deduct  or
withhold from any dividend paid to holders of Exchangeable Shares
any amounts under the United States Internal Revenue Code.

                            ARTICLE 6
          RESTRICTIONS ON ISSUE OF SPECIAL VOTING SHARE

6.1  Issue of Additional Shares

During  the  term of this Agreement, Apta shall not, without  the
consent  of  the  holders at the relevant  time  of  Exchangeable
Shares,  given in accordance with subsection 11.2  of  the  Share
Provisions, issue any additional Special Voting Shares.

                            ARTICLE 7
                      CONCERNING THE AGENT

7.1  Powers and Duties of the Agent

The  rights,  powers, duties and authorities of the  Agent  under
this Agreement, in its capacity as Agent, shall include:

(a)  receipt and deposit of the Special Voting Share from Apta as
     Agent  for  and on behalf of the Beneficiaries in accordance
     with the provisions of this Agreement;

(b)  granting proxies and distributing materials to Beneficiaries
     as provided in this Agreement;

(c)  voting   the  Beneficiary  Votes  in  accordance  with   the
     provisions of this Agreement;

(d)  receiving  the grant of the Exchange Right and the Automatic
     Exchange Rights from Apta as Agent for and on behalf of  the
     Beneficiaries  in  accordance with the  provisions  of  this
     Agreement;

(e)  exercising  the Exchange Right and enforcing the benefit  of
     the  Automatic  Exchange Rights, in each case in  accordance
     with  the  provisions of this Agreement, and  in  connection
     therewith  receiving from Beneficiaries Exchangeable  Shares
     and  other  requisite  documents and  distributing  to  such
     Beneficiaries  Apta Common Shares and cheques,  if  any,  to
     which  such Beneficiaries are entitled upon the exercise  of
     the  Exchange  Right  or pursuant to the Automatic  Exchange
     Rights, as the case may be;

(f)  holding title to the Special Voting Share and the benefit of
     the Support Agreement;

(g)  taking action on its own initiative or at the direction of a
     Beneficiary  or Beneficiaries to enforce the obligations  of
     Apta  and  Exchangeco under this Agreement and  the  Support
     Agreement; and

(h)  taking such other actions and doing such other things as are
     specifically provided in this Agreement.

In  the  exercise of such rights, powers, duties and authorities,
the  Agent  shall  have  (and  is granted)  such  incidental  and
additional  rights, powers, duties and authority not in  conflict
with any of the provisions of this Agreement as the Agent, acting
in  good  faith and in the reasonable exercise of its discretion,
may  deem  necessary,  appropriate or  desirable  to  effect  the
purpose  of  this Agreement.  Any exercise of such  discretionary
rights,  powers,  duties and authorities by the  Agent  shall  be
final, conclusive and binding upon all persons.

The   Agent   in  exercising  its  rights,  powers,  duties   and
authorities  hereunder shall act honestly and in good  faith  and
with  a view to the best interests of the Beneficiaries and shall
exercise the care, diligence and skill that a reasonably  prudent
Agent would exercise in comparable circumstances.

7.2  No Conflict of Interest

The  Agent represents to Apta and Exchangeco that at the date  of
execution and delivery of this Agreement there exists no material
conflict  of  interest in the role of the Agent  as  a  fiduciary
hereunder  and the role of the Agent in any other capacity.   The
Agent shall, within ninety (90) days after it becomes aware  that
such  material conflict of interest exists, either eliminate such
material  conflict of interest or resign in the manner  and  with
the  effect  specified in Article 10 herein.  If, notwithstanding
the  foregoing provisions of this section 7.2, the Agent has such
a  material conflict of interest, the validity and enforceability
of  this Agreement shall not be affected in any manner whatsoever
by  reason  only  of the existence of such material  conflict  of
interest.   If the Agent contravenes the foregoing provisions  of
this  section 7.2, any interested party may apply to the  Ontario
Court  of Justice (General Division) for an order that the  Agent
be replaced as Agent hereunder.

7.3  Dealings with Transfer Agents, Registrars, etc.

Apta and Exchangeco irrevocably authorize the Agent, from time to
time, to:

(a)  consult,  communicate and otherwise deal with the respective
     registrars and transfer agents, and with any such subsequent
     registrar or transfer agent, of the Exchangeable Shares  and
     Apta Common Shares; and

(b)  requisition  from time to time, (i) from any such  registrar
     or transfer agent any information readily available from the
     records  maintained  by it which the  Agent  may  reasonably
     require for the discharge of its duties and responsibilities
     under  this  Agreement and (ii) from the transfer  agent  of
     Apta  Common  Shares, and any subsequent transfer  agent  of
     such  shares,  the  share  certificates  issuable  upon  the
     exercise  from  time  to  time of  the  Exchange  Right  and
     pursuant to the Automatic Exchange Rights.

Apta   and  Exchangeco  irrevocably  authorize  their  respective
registrars and transfer agents to comply with all such  requests.
Apta  covenants that it will supply its transfer agent with  duly
executed  share  certificates for the purpose of  completing  the
exercise  from  time  to  time  of the  Exchange  Right  and  the
Automatic Exchange Rights.

7.4  Books and Records

The  Agent  shall  keep  available for  inspection  by  Apta  and
Exchangeco  at the Agent's principal business office in  Toronto,
Ontario  correct  and  complete  books  and  records  of  account
relating  to  the  agency  created by this  Agreement,  including
without  limitation, all relevant data relating to  mailings  and
instructions  to and from Beneficiaries.  On or before  September
30, 2002, and on or before September 30 in every year thereafter,
so long as the Special Voting Share is on deposit with the Agent,
the  Agent shall transmit to Apta and Exchangeco a brief  report,
dated as of the preceding June 30t, with respect to:

(a)  the  number of exercises of the Exchange Right, if any,  and
     the  aggregate number of Exchangeable Shares received by the
     Agent on behalf of the Beneficiaries in consideration of the
     issuance  by  Apta of Apta Common Shares in connection  with
     the  Exchange Right, during the calendar year ended on  such
     June 30t; and

(b)  any  action  taken  by the Agent in the performance  of  its
     duties  under  this  Agreement which it had  not  previously
     reported  and  which,  in  the Agent's  opinion,  materially
     affects  the  Special Voting Share and the  benefit  of  the
     Support Agreement.

7.5  Indemnification Prior to Certain Actions by Agent

The Agent shall exercise any or all of the rights, duties, powers
or  authorities  vested in it by this Agreement at  the  request,
order  or  direction  of  any Beneficiary upon  such  Beneficiary
furnishing  to  the Agent reasonable security  or  indemnity  (as
determined  by  the  Agent  in its sole discretion)  against  the
costs,  expenses  and liabilities which may be  incurred  by  the
Agent  therein or thereby, provided that no Beneficiary shall  be
obligated  to furnish to the Agent any such security or indemnity
in  connection  with  the exercise by the Agent  of  any  of  its
rights,  duties,  powers  and authorities  with  respect  to  the
Special  Voting Share pursuant to Article 4, subject  to  section
7.14.   None of the provisions contained in this Agreement  shall
require  the  Agent to expend or risk its own funds or  otherwise
incur  financial liability in the exercise of any of its  rights,
powers, duties, or authorities unless funded, given security  and
indemnified as aforesaid.

7.6  Action of Beneficiaries

No Beneficiary shall have the right to institute any action, suit
or  proceeding or to exercise any other remedy authorized by this
Agreement  for  the  purpose  of  enforcing  any  of  its  rights
hereunder  or in connection with the Exchangeable Shares  or  for
the  execution  of  any  trust  or  power  hereunder  unless  the
Beneficiary  has  requested the Agent to take or  institute  such
action,  suit  or  proceeding and furnished the  Agent  with  the
security  or indemnity referred to in section 7.5 and  the  Agent
shall have failed to act within a reasonable time thereafter.  In
such  case, but not otherwise, the Beneficiary shall be  entitled
to  take proceedings in any court of competent jurisdiction  such
as  the  Agent might have taken; it being understood and intended
that  no  one or more Beneficiaries shall have any right  in  any
manner  whatsoever  to  affect, disturb or prejudice  the  rights
hereby  created  by  any such action, or  to  enforce  any  right
hereunder  or the Voting Rights, except subject to the conditions
and  in the manner herein provided, and that all powers hereunder
shall   be  exercised  and  all  proceedings  at  law  shall   be
instituted,  had  and  maintained by the Agent,  except  only  as
herein  provided, and in any event for the equal benefit  of  all
Beneficiaries.

7.7  Reliance Upon Declarations

The  Agent shall not be considered to be in contravention of  any
its  rights,  powers, duties and authorities hereunder  if,  when
required,  it  acts  and  relies in  good  faith  upon  statutory
declarations,   certificates,  opinions  or   reports   furnished
pursuant to the provisions hereof or required by the Agent to  be
furnished to it in the exercise of its rights, powers, duties and
authorities    hereunder   if   such   statutory    declarations,
certificates,  opinions or reports comply with the provisions  of
section  7.8,  if  applicable,  and  with  any  other  applicable
provisions of this Agreement.

7.8  Evidence and Authority to Agent

(a)  Apta  and/or Exchangeco shall furnish to the Agent  evidence
     of  compliance  with  the conditions provided  for  in  this
     Agreement  relating  to  any  action  or  step  required  or
     permitted to be taken by Apta and/or Exchangeco or the Agent
     under  this  Agreement  or  as a result  of  any  obligation
     imposed under this Agreement, including, without limitation,
     in respect of the Voting Rights or the Exchange Right or the
     Automatic Exchange Rights and the taking of any other action
     to  be  taken  by  the Agent at the request  of  or  on  the
     application of Apta and/or Exchangeco promptly if and when:

     (i)  such  evidence is required by any other section of this
          Agreement  to  be furnished to the Agent in  accordance
          with the terms of this section 7.8; or

     (ii) the  Agent,  in  the  exercise of its  rights,  powers,
          duties and authorities under this Agreement, gives Apta
          and/or  Exchangeco  written  notice  requiring  it   to
          furnish  such  evidence in relation to  any  particular
          action or obligation specified in such notice.

(b)  Such  evidence shall consist of an Officer's Certificate  of
     Apta  and/or  Exchangeco  or a statutory  declaration  or  a
     certificate  made by persons entitled to sign  an  Officer's
     Certificate  stating  that  any  such  condition  has   been
     complied  with  in  accordance  with  the  terms   of   this
     Agreement.

(c)  Whenever  such evidence relates to a matter other  than  the
     Voting  Rights  or  the  Exchange  Right  or  the  Automatic
     Exchange  Rights  or the taking of any other  action  to  be
     taken  by the Agent at the request or on the application  of
     Apta and/or Exchangeco, and except as otherwise specifically
     provided  herein, such evidence may consist of a  report  or
     opinion  of  any  solicitor, attorney, auditor,  accountant,
     appraiser,  valuer, engineer or other expert  or  any  other
     person  whose qualifications give authority to  a  statement
     made  by  him,  provided that if such report or  opinion  is
     furnished by a director, officer or employee of Apta  and/or
     Exchangeco  it  shall  be  in  the  form  of  an   officer's
     certificate or a statutory declaration.

(d)  Each  statutory declaration, officer's certificate,  opinion
     or  report  furnished to the Agent as evidence of compliance
     with  a  condition  provided for  in  this  Agreement  shall
     include a statement by the person giving the evidence:

     (i)  declaring   that  he  has  read  and  understands   the
          provisions of this Agreement relating to the  condition
          in question;

     (ii) describing  the nature and scope of the examination  or
          investigation   upon  which  he  based  the   statutory
          declaration, certificate, statement or opinion; and

     (iii)      declaring  that he has made such  examination  or
          investigation as he believes is necessary to enable him
          to  make  the statements or give the opinions contained
          or expressed therein.

7.9  Experts, Advisers and Agents

The Agent may:

(a)  in relation to these presents act and rely on the opinion or
     advice  of  or  information  obtained  from  any  solicitor,
     attorney, auditor, accountant, appraiser, valuator, engineer
     or  other expert, whether retained by the Agent or  by  Apta
     and/or   Exchangeco  or  otherwise,  and  may  employ   such
     assistants  as may be necessary to the proper  discharge  of
     its  powers  and  duties  and determination  of  its  rights
     hereunder and may pay proper and reasonable compensation for
     all  such legal and other advice or assistance as aforesaid;
     and

(b)  employ such agents and other assistants as it may reasonably
     require  for the proper discharge of its powers  and  duties
     hereunder,  and  may  pay reasonable  remuneration  for  all
     services performed for it (and shall be entitled to  receive
     reasonable  remuneration for all services performed  by  it)
     and  compensation for all disbursements, costs and  expenses
     made  or  incurred  by  it in the discharge  of  its  duties
     hereunder.

7.10 Investment of Moneys Held by Agent

Unless  otherwise provided in this Agreement, any moneys held  by
or on behalf of the Agent which under the terms of this Agreement
may  or ought to be invested or which may be in the hands of  the
Agent  may be deposited in the name of the Agent in any  loan  or
trust  company authorized to accept deposits under  the  laws  of
Canada  or  any  province thereof at the rate  of  interest  then
current on similar deposits.

7.11 Agent Not Required to Give Security

The  Agent shall not be required to give any bond or security  in
respect  of  the  execution  of the rights,  duties,  powers  and
authorities  of  this Agreement or otherwise in  respect  of  the
premises.

7.12 Agent Not Bound to Act on Request

Except as in this Agreement otherwise specifically provided,  the
Agent  shall not be bound to act in accordance with any direction
or  request of Apta and/or Exchangeco or of the directors thereof
until  a  duly authenticated copy of the instrument or resolution
containing such direction or request shall have been delivered to
the  Agent, and the Agent shall be empowered to act upon any such
copy purporting to be authenticated and believed by the Agent  to
be genuine.

7.13 Authority to Carry on Business

The  Agent represents to Apta and Exchangeco that at the date  of
execution  and delivery by it of this Agreement it is  authorized
to  carry  on  business  in  the  Province  of  Ontario  but  if,
notwithstanding the provisions of this section 7.13, it ceases to
be   so  authorized  to  carry  on  business,  the  validity  and
enforceability  of  this  Agreement and the  Voting  Rights,  the
Exchange  Right and the Automatic Exchange Rights  shall  not  be
affected  in any manner whatsoever by reason only of  such  event
but  the  Agent  shall,  within  90  days  after  ceasing  to  be
authorized  to  carry  on business in the  Province  of  Ontario,
either become so authorized or resign in the manner and with  the
effect specified in Article 10.

7.14 Conflicting Claims

If  conflicting  claims  or demands are  made  or  asserted  with
respect  to  any interest of any Beneficiary in any  Exchangeable
Shares,   including   any   disagreement   between   the   heirs,
representatives, successors or assigns succeeding to all  or  any
part  of  the  interest of any Beneficiary  in  any  Exchangeable
Shares, resulting in conflicting claims or demands being made  in
connection with such interest, then the Agent shall be  entitled,
at  its sole discretion, to refuse to recognize or to comply with
any  such claims or demands.  In so refusing, the Agent may elect
not  to  exercise any Voting Rights, Exchange Rights or Automatic
Exchange  Rights  subject to such conflicting claims  or  demands
and, in so doing, the Agent shall not be or become liable to  any
person  on account of such election or its failure or refusal  to
comply  with any such conflicting claims or demands.   The  Agent
shall  be  entitled  to continue to refrain from  acting  and  to
refuse to act until:

(a)  the  rights  of  all adverse claimants with respect  to  the
     Voting  Rights, Exchange Right or Automatic Exchange  Rights
     subject  to  such  conflicting claims or demands  have  been
     adjudicated  by  a  final judgment of a court  of  competent
     jurisdiction; or

(b)  all  differences with respect to the Voting Rights, Exchange
     Right   or  Automatic  Exchange  Rights  subject   to   such
     conflicting claims or demands have been conclusively settled
     by  a  valid  written agreement binding on all such  adverse
     claimants, and the Agent shall have been furnished  with  an
     executed  copy  of such agreement certified to  be  in  full
     force and effect.

If  the  Agent elects to recognize any claim or comply  with  any
demand  made  by  any  such  adverse  claimant,  it  may  in  its
discretion require such claimant to furnish such surety  bond  or
other  security  satisfactory to  the  Agent  as  it  shall  deem
appropriate  to  fully  indemnify it as between  all  conflicting
claims or demands.

7.15 Acceptance of Appointment

The  Agent  hereby accepts its appointment as Agent  pursuant  to
this Agreement and agrees to perform the same upon the terms  and
conditions  herein  set  forth, subject  to  all  the  terms  and
conditions herein set forth.

7.16 Liability of Agent

(a)  The  Agent  shall  incur no liability with  respect  to  the
     delivery  or non-delivery of any certificate or certificates
     whether delivered by hand, mail or any other means.

(b)  The  Agent in its personal or any other capacity,  may  buy,
     lend  upon and deal in securities of Apta or Exchangeco  and
     generally may contract and enter into financial transactions with
     Apta  or Exchangeco or any of their Affiliates without being
     liable to account for any profit made thereby.

(c)  The  Agent shall not be bound to give any notice  or  do  or
     take  any act, action or proceeding by virtue of the  powers
     conferred on it hereby unless and until it shall be specifically
     required to do so under the terms hereof; nor shall the Agent be
     required to take any notice of, or to do so or to take any act,
     action or proceeding as a result of any default or breach of any
     provision hereunder unless and until notified in writing of such
     default or breach, which notice shall distinctly specify the
     default or breach desired to be brought to the attention of the
     Agent and in the absence of such notice the Agent may for all
     purposes of this agreement to conclusively assume that no default
     or breach has been made in the observance or performance of any
     of the representations, warranties, covenants, agreements or
     conditions contained herein.

(d)  The  Agent  shall  not be obligated to  disburse  any  funds
     beyond those which have been provided to it for forwarding to
     Beneficiaries.

(e)  The  Agent  shall  not be responsible for  the  validity  or
     quantity of shares or securities that it receives as a result of
     exchange.

                            ARTICLE 8
                          COMPENSATION

8.1  Fees and Expenses of the Agent

Apta  and Exchangeco jointly and severally agree to pay the Agent
reasonable  compensation for all of the services rendered  by  it
under  this  Agreement  and  will reimburse  the  Agent  for  all
reasonable  expenses (including taxes other than taxes  based  on
the  net  income of the Agent) and disbursements,  including  the
fees  and  expenses  of  experts, advisers  and  agents  retained
pursuant  to section 7.9, and including the cost and  expense  of
any  suit  or  litigation of any character  and  any  proceedings
before  any governmental agency reasonably incurred by the  Agent
in connection with its duties under this Agreement; provided that
Apta  and  Exchangeco shall have no obligation to  reimburse  the
Agent  for  any  expenses  or  disbursements  paid,  incurred  or
suffered  by  the Agent in any suit or litigation  in  which  the
Agent  is  determined  to  have  acted  in  bad  faith  or   with
negligence, recklessness or willful misconduct.

                            ARTICLE 9
           INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1  Indemnification of the Agent

(a)  Apta and Exchangeco jointly and severally agree to indemnify
     and hold harmless the Agent and each of its partners, associates,
     employees, directors, officers and agents appointed and acting in
     accordance with this Agreement (collectively, the "Indemnified
     Parties") against all claims, losses, damages, reasonable costs,
     penalties, fines and reasonable expenses (including reasonable
     expenses of the Agent's legal counsel) which, without fraud or
     wilful misconduct on the part of such Indemnified Party, may be
     paid, incurred or suffered by the Indemnified Party by reason or
     as a result of the Agent's acceptance its appointment as Agent,
     its compliance with its duties set forth in this Agreement, or
     any written or oral instruction delivered to the Agent by Apta or
     Exchangeco pursuant hereto.

(b)  In  no  case  shall Apta or Exchangeco be liable under  this
     indemnity for any claim against any of the Indemnified Parties
     unless Apta and Exchangeco shall be notified by the Agent of the
     written assertion of a claim or of any action commenced against
     the Indemnified Parties, promptly after any of the Indemnified
     Parties shall have received any such written assertion of a claim
     or shall have been served with a summons or other first legal
     process giving information as to the nature and basis of the
     claim.  Subject to (ii) below, Apta and Exchangeco shall  be
     entitled to participate at their own expense in the defence and,
     if Apta and Exchangeco so elect at any time after receipt of such
     notice, either of them may assume the defence of any suit brought
     to enforce any such claim.  The Agent shall have the right to
     employ separate counsel in any such suit and participate in the
     defence thereof but the fees and expenses of such counsel shall
     be at the expense of the Agent unless: (i) the employment of such
     counsel  has  been  authorized by Apta or  Exchangeco,  such
     authorization not to be unreasonably withheld; (ii) the named
     parties to any such suit include both the Agent and Apta  or
     Exchangeco and the Agent shall have been advised by  counsel
     acceptable to Apta or Exchangeco that there may be one or more
     legal defences available to the Agent that are different from or
     in addition to those available to Apta or Exchangeco and that, in
     the  judgment of such counsel, would present a  conflict  of
     interest were a joint representation to be undertaken (in which
     case Apta and Exchangeco shall not have the right to assume the
     defence of such suit on behalf of the Agent but shall be liable
     to  pay the reasonable fees and expenses of counsel for  the
     Agent); or (iii) Apta and/or Exchangeco shall not have retained
     legal counsel on behalf of the Agent within a reasonable amount
     of time after it has given them notice of a written assertion of
     a  claim  or  action  against any indemnified  party.   Such
     indemnification shall survive the resignation and removal of the
     Agent and termination of this agreement.

9.2  Limitation of Liability

The  Agent shall not be held liable for any loss which may  occur
by reason of depreciation of the value of any part of the Special
Voting Share and the benefit of the Support Agreement or any loss
incurred  on any investment of funds pursuant to this  Agreement,
except  to the extent that such loss is attributable to fraud  or
wilful misconduct on the part of the Agent.

                           ARTICLE 10
                         CHANGE OF AGENT

10.1 Resignation

The  Agent,  or any Agent hereafter appointed, may  at  any  time
resign  by giving written notice of such resignation to Apta  and
Exchangeco  specifying the date on which it  desires  to  resign,
provided that such notice shall not be given less than one  month
before  such desired resignation date unless Apta and  Exchangeco
otherwise agree and provided further that such resignation  shall
not  take effect until the date of the appointment of a successor
Agent  and  the  acceptance of such appointment by the  successor
Agent.   Upon  receiving  such notice of  resignation,  Apta  and
Exchangeco shall, with the approval of a majority of the  holders
of  Exchangeable Shares in accordance with section  11.2  of  the
Share  Provisions, promptly appoint a successor Agent by  written
instrument in duplicate, one copy of which shall be delivered  to
the resigning Agent and one copy to the successor Agent.  Failing
acceptance  by  a  successor Agent,  a  successor  Agent  may  be
appointed by an order of the Superior Court of Justice of Ontario
upon application of one or more of the Parties hereto.

10.2 Removal

The  Agent,  or  any Agent hereafter appointed, may  (provided  a
successor Agent is appointed) be removed at any time on not  less
than  thirty (30) days' prior written notice by affirmative  vote
of  a  majority  of holders of Exchangeable Shares in  accordance
with section 11.2 of the Share Provisions.

10.3 Successor Agent

Any  successor  Agent appointed as provided under this  Agreement
shall execute, acknowledge and deliver to Apta and Exchangeco and
to   its   predecessor   Agent  an  instrument   accepting   such
appointment.   Thereupon  the  resignation  or  removal  of   the
predecessor  Agent  shall  become effective  and  such  successor
Agent,  without any further act, deed or conveyance, shall become
vested with all the rights, powers, duties and obligations of its
predecessor  under  this Agreement, with the like  effect  as  if
originally  named as Agent in this Agreement.   However,  on  the
written request of Apta and Exchangeco or of the successor Agent,
the  Agent ceasing to act shall, upon payment of any amounts then
due  it pursuant to the provisions of this Agreement, execute and
deliver  an instrument transferring to such successor  Agent  all
the  rights and powers of the Agent so ceasing to act.  Upon  the
request  of any such successor Agent, Apta, Exchangeco  and  such
predecessor  Agent  shall  execute any  and  all  instruments  in
writing for more fully and certainly vesting in and confirming to
such successor Agent all such rights and powers.

10.4 Notice of Successor Agent

Upon  acceptance of appointment by a successor Agent as  provided
herein,  Apta and Exchangeco shall cause to be mailed  notice  of
the  succession  of  such  Agent hereunder  to  each  Beneficiary
specified in a List.  If Apta or Exchangeco shall fail  to  cause
such  notice  to  be  mailed within 10 days after  acceptance  of
appointment  by  the successor Agent, the successor  Agent  shall
cause  such  notice  to  be mailed at the  expense  of  Apta  and
Exchangeco.

                           ARTICLE 11
                         APTA SUCCESSORS

11.1 Certain Requirements in Respect of Combination, etc.

Apta and Exchangeco shall not consummate any transaction (whether
by  way of reconstruction, reorganization, consolidation, merger,
transfer,  sale, lease or otherwise) whereby all or substantially
all  of  its  undertaking, property and assets would  become  the
property of any other person or, in the case of a merger, of  the
continuing corporation resulting therefrom unless, but may do  so
if:

(a)  such  other person or continuing corporation (herein  called
     the "Apta Successor"), by operation of law, becomes, without
     more,  bound  by the terms and provisions of this  Agreement
     or, if not so bound, executes, prior to or contemporaneously
     with  the  consummation  of  such transaction,  a  Agreement
     supplemental hereto and such other instruments (if  any)  as
     are satisfactory to the Agent, acting reasonably, and in the
     opinion  of  legal  counsel  to  the  Agent  are  reasonably
     necessary  or  advisable to evidence the assumption  by  the
     Apta  Successor  of  liability for all  moneys  payable  and
     property deliverable hereunder and the covenant of such Apta
     Successor  to  pay and deliver or cause to be delivered  the
     same  and  its  agreement to observe  and  perform  all  the
     covenants and obligations of Apta under this Agreement; and

(b)  such  transaction shall, to the satisfaction of  the  Agent,
     acting  reasonably, and in the opinion of legal  counsel  to
     the   Agent,   be   upon  such  terms  and   conditions   as
     substantially to preserve and not to impair in any  material
     respect any of the rights, duties, powers and authorities of
     the Agent or of the Beneficiaries hereunder.

11.2 Vesting of Powers in Successor

Whenever  the conditions of section 11.1 have been duly  observed
and  performed, the Agent and, if required by section 11.1,  Apta
Successor  and  Exchangeco or Apta, as the  case  may  be,  shall
execute  and deliver the supplemental Agreement provided  for  in
Article  12 and thereupon Apta Successor shall possess  and  from
time  to  time  may exercise each and every right  and  power  of
Exchangeco  or Apta, as the case may be, under this Agreement  in
the  name  of  Apta  or otherwise any act or  proceeding  by  any
provision  of this Agreement required to be done or performed  by
the  Board  of Directors of Apta or any officers of Apta  may  be
done and performed with like force and effect by the directors or
officers of such Apta Successor.

11.3 Wholly-Owned Subsidiaries

Nothing  herein shall be construed as preventing the amalgamation
or  merger  of any wholly-owned direct or indirect subsidiary  of
Apta,  except  Exchangeco, with or into Apta or  the  winding-up,
liquidation  or  dissolution  of any wholly-owned  subsidiary  of
Apta,  other than Exchangeco, provided that all of the assets  of
such  subsidiary are transferred to Apta or another  wholly-owned
direct or indirect subsidiary of Apta, except Exchangeco, and any
such transactions are expressly permitted by this Article 11.

                           ARTICLE 12
             AMENDMENTS AND SUPPLEMENTAL AGREEMENTS

12.1 Amendments, Modifications, etc.

This  Agreement  may  not be amended or  modified  except  by  an
agreement  in writing executed by Apta, Exchangeco and the  Agent
and  approved by the Beneficiaries in accordance with  subsection
11.2 of the Share Provisions.

12.2 Ministerial Amendments

Notwithstanding the provisions of section 12.1, the  Parties  may
in  writing,  at  any  time and from time to  time,  without  the
approval of the Beneficiaries, amend or modify this Agreement for
the purposes of:

(a)  adding to the covenants of any or all parties hereto for the
     protection of the Beneficiaries hereunder provided that  the
     Board  of Directors of each of Exchangeco and Apta  and  the
     Agent  and  its  counsel shall be of the good faith  opinion
     that such additions will not be prejudicial to the rights or
     interests of the Beneficiaries;

(b)  making  such  amendments or modifications  not  inconsistent
     with  this  Agreement as may be necessary or desirable  with
     respect  to  matters or questions which, in the  good  faith
     opinion  of  the  Board of Directors of  each  of  Apta  and
     Exchangeco and in the opinion of the Agent and its  counsel,
     having  in  mind the best interests of the Beneficiaries  it
     may  be  expedient  to make, provided that  such  Boards  of
     Directors  and the Agent shall be of the opinion  that  such
     amendments and modifications will not be prejudicial to  the
     interests of the Beneficiaries; or

(c)  making  such changes or corrections which, on the advice  of
     counsel  to Apta, Exchangeco and the Agent and its  counsel,
     are  required  for the purpose of curing or  correcting  any
     ambiguity  or defect or inconsistent provision  or  clerical
     omission  or  mistake or manifest error, provided  that  the
     Agent  and  the  Board  of Directors of  each  of  Apta  and
     Exchangeco  shall  be of the opinion that  such  changes  or
     corrections  will  not  be prejudicial  to  the  rights  and
     interests of the Beneficiaries.

12.3 Meeting to Consider Amendments

Exchangeco,  at  the request of Apta, shall  call  a  meeting  or
meetings of the Beneficiaries for the purpose of considering  any
proposed  amendment or modification requiring  approval  pursuant
hereto.  Any such meeting or meetings shall be called and held in
accordance with the articles and by-laws of Exchangeco, the Share
Provisions and all applicable laws.

12.4 Changes in Capital of Apta and Exchangeco

At  all  times  after  the occurrence of any  event  contemplated
pursuant  to  section  2.7  or 2.8 of the  Support  Agreement  or
otherwise, as a result of which either Apta Common Shares or  the
Exchangeable  Shares  or  both  are  in  any  way  changed,  this
Agreement shall forthwith be amended and modified as necessary in
order  that  it  shall  apply with full force  and  effect,  with
appropriate changes to all new securities into which Apta  Common
Shares or the Exchangeable Shares or both are so changed and  the
parties hereto shall execute and deliver a supplemental Agreement
giving  effect  to and evidencing such necessary  amendments  and
modifications.

12.5 Execution of Supplemental Agreements

No  amendment  to  or  modification  or  waiver  of  any  of  the
provisions of this Agreement otherwise permitted hereunder  shall
be  effective  unless made in writing and signed by  all  of  the
Parties hereto.  From time to time Exchangeco (when authorized by
a resolution of its Board of Directors), Apta (when authorized by
a  resolution  of  its board of directors)  and  the  Agent  may,
subject to the provisions of these presents, and they shall, when
so  directed  by  these presents, execute and  deliver  by  their
proper  officers,  Agreements or other  instruments  supplemental
hereto, which thereafter shall form part hereof, for any  one  or
more of the following purposes:

(a)  evidencing  the  succession  of  Apta  Successors  and   the
     covenants  of  and  obligations assumed by  each  such  Apta
     Successor  in accordance with the provisions of  Article  11
     and the successors of any successor Agent in accordance with
     the provisions of Article 10;

(b)  making  any  additions to, deletions from or alterations  of
     the  provisions of this Agreement or the Voting Rights,  the
     Exchange  Right or the Automatic Exchange Rights  which,  in
     the  opinion  of  the  Agent and its counsel,  will  not  be
     prejudicial to the interests of the Beneficiaries or are, in
     the  opinion of counsel to the Agent, necessary or advisable
     in   order  to  incorporate,  reflect  or  comply  with  any
     legislation   the  provisions  of  which  apply   to   Apta,
     Exchangeco, the Agent or this Agreement; and

(c)  for  any other purposes not inconsistent with the provisions
     of  this Agreement, including without limitation, to make or
     evidence any amendment or modification to this Agreement  as
     contemplated  hereby, provided that, in the opinion  of  the
     Agent  and  its  counsel,  the  rights  of  the  Agent   and
     Beneficiaries will not be prejudiced thereby.

                           ARTICLE 13
                           TERMINATION

13.1 Term

This Agreement shall continue until the earliest to occur of  the
following events:

(a)  no   outstanding  Exchangeable  Shares   are   held   by   a
     Beneficiary; and

(b)  each  of  Apta and Exchangeco elects in writing to terminate
     this  Agreement  and  such termination is  approved  by  the
     Beneficiaries  in  accordance with subsection  11.2  of  the
     Share Provisions.

13.2 Survival

The  provisions of Articles 8 and 9 shall survive any termination
of this Agreement.

                           ARTICLE 14
                             GENERAL

14.1 Severability

If any provision of this Agreement is held to be invalid, illegal
or unenforceable, the validity, legality or enforceability of the
remainder  of this Agreement shall not in any way be affected  or
impaired thereby and the Agreement shall be carried out as nearly
as possible in accordance with its original terms and conditions.

14.2 Enurement

This Agreement shall be binding upon and enure to the benefit  of
the Parties and their respective successors and permitted assigns
and  to the benefit of the Beneficiaries.  Upon the incorporation
of  Exchangeco,  all rights and obligations of Ralph  Eisenschmid
acting in trust for Exchangeco shall be automatically assigned to
Exchangeco, and Ralph Eisenschmid shall be automatically released
from  all  obligations undertaken in trust for  Exchangeco  under
this Agreement.

14.3 Notices to Parties

All notices, requests, demands and other communications hereunder
must  be  made  in writing and will be deemed to have  been  duly
given  if  delivered by courier, sent by prepaid registered  mail
addressed to the addressee at the address appearing on the  first
page  hereof or to such other address as may be given in  writing
by the Party, or sent by facsimile transmission to the fax number
of  the addressee given below or to such other fax number as  may
be given in writing by the Party:

(a)  to Apta or Exchangeco: (856) 727-0128

     with a copy to:

     Stephen M. Robinson, Esq.
     Stephen M. Robinson, P.A.
     126 Wharton Court
     Shamong, New Jersey, 08088
     Tel: (856) 596-8660
     Direct Tell:   (856) 268-0588
     Fax: (856) 596-8662
     Direct Fax:    (856) 268-5615

(b)  to Agent: (416) 368-0909

Any  notice  given by personal delivery shall  be  deemed  to  be
received  on  the  date of delivery. Any notice sent  by  courier
shall be deemed to be received on the next Business Day following
the  deposit of the communication with the courier service.   Any
notice  sent  by prepaid registered mail shall be  deemed  to  be
received on the fifth (5th) day other than a Saturday, Sunday  or
statutory holiday in New Brunswick, following the deposit of  the
communication in the mail.  If the party giving any Communication
knows  or  ought reasonably to know of any difficulties with  the
postal  system which might affect the delivery of mail, any  such
Communication  may  not be mailed but must be given  by  personal
delivery  or  by  electronic communication.  Any notice  sent  by
facsimile  or similar method of recorded communication  shall  be
deemed  to have been received on the date of its transmission  if
transmitted  before 4:30 p.m. (Toronto time),  and  on  the  next
Business   Day   following  the  date  of  its  transmission   if
transmitted after that time.

14.4 Notice to Beneficiaries

Any  and all notices to be given and any documents to be sent  to
any  Beneficiaries may be given or sent to the  address  of  such
Beneficiary  shown  on  the register of holders  of  Exchangeable
Shares  in  any manner permitted by the articles and  by-laws  of
Exchangeco  from time to time in force in respect of  notices  to
shareholders and shall be deemed to be received (if given or sent
in  such  manner)  at  the time specified in  such  by-laws,  the
provisions  of  which  by-laws shall apply  mutatis  mutandis  to
notices or documents as aforesaid sent to such Beneficiaries.

14.5 Counterparts

This  Agreement may be executed in counterparts,  each  of  which
shall  be  deemed  an original, but all of which  taken  together
shall constitute one and the same instrument.

14.6 Jurisdiction

This Agreement shall be construed and enforced in accordance with
the  laws  of  the  Province of Ontario and the  laws  of  Canada
applicable therein.

14.7 Attornment

Each  of the Agent and Apta and Exchangeco agrees that any action
or proceeding arising out of or relating to this Agreement may be
instituted  in the courts of Ontario, waives any objection  which
it  may have now or hereafter to the venue of any such action  or
proceeding, irrevocably submits to the jurisdiction of  the  said
courts  in any such action or proceeding, agrees to be  bound  by
any final judgment of the said courts and not to seek, and hereby
waives,  any  review of the merits of any such  judgment  by  the
courts of any other jurisdiction and hereby appoints the Agent at
its  registered office in the Province of Ontario as attorney for
service of process.

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

                              APTA HOLDINGS, INC.


                              Per:______________________________
                                   Authorized Signing Officer
                              I   have  authority  to  bind   the
                              corporation


                              _________________________________
                              RALPH EISENSCHMID IN TRUST FOR
                              INTELISYS ACQUISITION INC.,
                              A COMPANY TO BE INCORPORATED

                              CARBONARO SUGAR SZWERAS LLP


                              Per:______________________________
                                   Authorized Partner
                              I   have  authority  to  bind   the
                              partnership



</TEXT>
</DOCUMENT>
