APTA HOLDINGS INC
SUPPORTING AGREEMENT
<DOCUMENT>
<TYPE>EX-10.07
<SEQUENCE>5
<FILENAME>suppagm.txt
<DESCRIPTION>SUPPORTING AGREEMENT
<TEXT>



                        SUPPORT AGREEMENT

THIS AGREEMENT is made 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 -

          RALPH  EISENSCHMID  IN TRUST FOR  INTELISYS  (NOVA
          SCOTIA) COMPANY, an unlimited liability company to
          be  formed pursuant to the laws of the Province of
          Nova  Scotia  with its principal   office  at  815
          Bombardier  Street,  Shediac, New  Brunswick,  E4P
          1H9,
          ("Novascotiaco")

WHEREAS  pursuant to a share exchange agreement dated as  of  the
date  hereof  (the  "Share  Exchange  Agreement"),  entered  into
between  Apta,  Exchangeco,  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,  Exchangeco and Novascotiaco are hereby entering into  this
support agreement (the "Agreement");

AND  WHEREAS  the Carbonaro Sugar Szweras LLP (the  "Agent")  has
been appointed as trustee and its duties and powers and ancillary
matters  have  been  set  out  in a  voting  and  exchange  trust
agreement between Apta, Exchangeco and the Agent (the "Voting and
Exchange Agency Agreement") dated the date hereof;

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  Defined Terms

     Each term denoted herein by initial capital letters and  not
otherwise defined herein shall have the meaning ascribed  thereto
in   the   rights,   privileges,  restrictions   and   conditions
(collectively,   the  "Share  Provisions")   attaching   to   the
Exchangeable  Shares,  a  copy of which  is  attached  hereto  as
Schedule "A".

1.2  Interpretation Not Affected by Headings

     The  division of this Agreement into Articles, sections  and
other  portions and the insertion of headings are for convenience
of  reference  only  and  shall 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

     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
                COVENANTS OF APTA AND EXCHANGECO

2.1  Covenants Regarding Exchangeable Shares

     So  long as any Exchangeable Shares not owned by Apta or its
Affiliates are outstanding, Apta shall:

     (a)  not declare or pay any dividend on Apta Common Shares unless
          (i) Exchangeco shall simultaneously declare or pay, as the case
          may be, an equivalent dividend (as provided for in the Share
          Provisions) on the Exchangeable Shares and (ii) Exchangeco shall
          have sufficient money or other assets or authorized but unissued
          securities available to enable the due declaration and the due
          and punctual payment, in accordance with applicable law, of any
          such dividend on the Exchangeable Shares;

     (b)  advise Exchangeco sufficiently in advance of the declaration
          by Apta of any dividend on Apta Common Shares and take all such
          other actions as are reasonably necessary, in cooperation with
          Exchangeco, to ensure that the respective declaration date,
          record date and payment date for a dividend on the Exchangeable
          Shares shall be the same as the declaration date, record date and
          payment date for the corresponding dividend on Apta Common
          Shares;

     (c)  ensure that the record date for any dividend declared on
          Apta Common Shares is not less than ten (10) Business Days after
          the declaration date of such dividend;

     (d)  take  all  such actions and do all such things  as  are
          reasonably necessary or desirable to enable and  permit
          Exchangeco, in accordance with applicable law, to pay and
          otherwise perform its obligations with respect  to  the
          satisfaction of the Liquidation Amount, the Retraction Price or
          the Redemption Price in respect of each issued and outstanding
          Exchangeable Share upon the liquidation, dissolution or winding-
          up of Exchangeco, the delivery of a Retraction Request by a
          holder of Exchangeable Shares or a redemption of Exchangeable
          Shares by Exchangeco, as the case may be, including without
          limitation all such actions and all such things as are necessary
          or desirable to enable and permit Exchangeco to cause to be
          delivered Apta Common Shares to the holders of Exchangeable
          Shares in accordance with the provisions of Section 5, 6 or 7, as
          the case may be, of the Share Provisions;

     (e)  take  all  such actions and do all such things  as  are
          reasonably necessary or desirable to enable and  permit
          NovaScotiaco, in accordance with applicable law, to perform its
          obligations arising upon the exercise by it of the Liquidation
          Call Right, the Retraction Call Right or the Redemption Call
          Right including without limitation all such actions and all such
          things as are necessary or desirable to enable and permit
          NovaScotiaco to cause to be delivered Apta Common Shares to the
          holders of Exchangeable Shares in accordance with the provisions
          of Section 8, as the case may be, of the Share Provisions; and

     (f)  not exercise its vote as a direct or indirect shareholder to
          initiate the voluntary liquidation, dissolution or winding-up of
          Exchangeco or NovaScotiaco nor take any action or omit to take
          any action that is designed to result in the liquidation,
          dissolution or winding-up of Exchangeco or NovaScotiaco.

2.2  Segregation of Funds

     Apta will cause Exchangeco to deposit a sufficient amount of
funds  in  a  separate  account of  Exchangeco  and  segregate  a
sufficient  amount  of  such  other assets  and  property  as  is
necessary to enable Exchangeco to pay dividends when due  and  to
pay or otherwise satisfy its respective obligations under Section
5,  6  or 7 of the Share Provisions, as applicable and Exchangeco
will  use  such  funds or other assets exclusively  to  pay  such
dividends or satisfy its obligations under Section 5, 6 or  7  of
the Share Provisions.

2.3  Reservation of Apta Common Shares

     Apta hereby represents, warrants and covenants in favour  of
Exchangeco  and NovaScotiaco that Apta has reserved for  issuance
and  will, at all times while any Exchangeable Shares (other than
Exchangeable   Shares  held  by  Apta  or  its  Affiliates)   are
outstanding,  keep  available, free from  pre-emptive  and  other
rights,  out  of its authorized and unissued capital  stock  such
number of Apta Common Shares (or other shares or securities  into
which  Apta  Common  Shares  may be reclassified  or  changed  as
contemplated by section 2.7 hereof) (a) as is equal to the sum of
(i) the number of Exchangeable Shares issued and outstanding from
time  to time and (ii) the number of Exchangeable Shares issuable
upon  the  exercise of all rights to acquire Exchangeable  Shares
outstanding  from  time  to time and  (b)  as  are  now  and  may
hereafter  be  required to enable and permit  Apta  to  meet  its
obligations  under  the Voting and Exchange Trust  Agreement  and
under any other security or commitment pursuant to which Apta may
now or hereafter be required to issue Apta Common Shares, and  to
enable  and  permit  Exchangeco and NovaScotiaco  to  meet  their
obligations hereunder and under the Share Provisions.

2.4  Notification of Certain Events

     In   order  to  assist  and  permit  Apta  to  exercise  the
Liquidation Call Right, Retraction Call Right and Redemption Call
Right, Exchangeco will notify Apta, NovaScotiaco and the Agent of
each of the following events at the time set forth below:

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

     (b)  promptly, upon the earlier of receipt by Exchangeco  of
          notice of and Exchangeco 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 Exchangeco or to effect any other
          distribution of the assets of Exchangeco among its shareholders
          for the purpose of winding up its affairs;

     (c)  immediately, upon receipt by Exchangeco of a Retraction
          Request;

     (d)  on the same date on which notice of redemption is given to
          holders of Exchangeable Shares, upon the determination of a
          Redemption Date in accordance with the Share Provisions; and

     (e)  as soon as practicable upon the issuance by Exchangeco of
          any Exchangeable Shares or rights to acquire Exchangeable Shares.

2.5  Delivery of Common Shares to Exchangeco and NovaScotiaco

     Upon  notice  from  Exchangeco of any  event  that  requires
Exchangeco  or NovaScotiaco to cause to be delivered Apta  Common
Shares to any holder of Exchangeable Shares, Apta shall forthwith
issue  and  deliver  or cause to be delivered  to  Exchangeco  or
NovaScotiaco  the requisite number of Apta Common  Shares  to  be
received by, and issued to or to the order of, the former  holder
of   the  surrendered  Exchangeable  Shares,  as  Exchangeco   or
NovaScotiaco shall direct. All such Apta Common Shares  shall  be
duly  authorized  and  validly issued  as  fully  paid  and  non-
assessable  and  shall be free and clear of any  lien,  claim  or
encumbrance.  In  consideration of the issuance and  delivery  of
each  such Apta Common Share, Exchangeco or NovaScotiaco, as  the
case may be, shall issue to Apta, or as Apta shall direct, common
shares  in  the  capital  of Exchangeco  or  NovaScotiaco  having
equivalent value.

2.6  Qualification of Apta Common Shares

     If  any  Apta  Common Shares (or other shares or  securities
into  which Apta Common Shares may be reclassified or changed  as
contemplated  by section 2.7 hereof) to be issued  and  delivered
hereunder 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  securities  or  other   law   or
regulation  or  pursuant  to the rules  and  regulations  of  any
securities  or  other regulatory authority or the fulfillment  of
any other United States or Canadian legal requirement before such
shares (or such other shares or securities) may be issued by Apta
and  delivered  by  Apta  at  the  direction  of  Exchangeco   or
NovaScotiaco,  if  applicable,  to  the  holder  of   surrendered
Exchangeable Shares or in order that such shares (or  such  other
shares  or securities) may be freely traded thereafter in  Canada
and  the  United States (other than any restrictions  of  general
application  on transfer by reason of a holder being  a  "control
person" 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 (or such other  shares
or  securities)  to be and remain duly registered,  qualified  or
approved under United States and/or Canadian law, as the case may
be.  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 (or  such  other  shares  or
securities)  to  be delivered hereunder to be listed,  quoted  or
posted  for trading on all stock exchanges and quotation  systems
on  which outstanding Apta Common Shares (or such other shares or
securities)  have been listed by Apta and remain listed  and  are
quoted or posted for trading at such time.

2.7  Economic Equivalence

     (a)  Apta will not without prior approval of Exchangeco and the
          prior approval of the holders of the Exchangeable Shares given in
          accordance with Section 11 of the Share Provisions:

          (i)  issue or distribute Apta Common Shares (or securities
               exchangeable for or convertible into or carrying rights to
               acquire Apta Common Shares) to the holders of all or
               substantially all of the then outstanding Apta Common Shares by
               way of stock dividend or other distribution, other than an issue
               of Apta Common Shares (or securities exchangeable for or
               convertible into or carrying rights to acquire Apta Common
               Shares) to holders of Apta Common Shares who exercise an option
               to receive dividends in Apta Common Shares (or securities
               exchangeable for or convertible into or carrying rights to
               acquire Apta Common Shares) in lieu of receiving cash dividends;
               or

          (ii) issue or distribute rights, options or warrants to the
               holders of all or substantially all of the then outstanding Apta
               Common Shares entitling them to subscribe for or to purchase Apta
               Common Shares (or securities exchangeable for or convertible into
               or carrying rights to acquire Apta Common Shares); or

          (iii)      issue or distribute to the holders of all or
               substantially all of the then outstanding Apta Common Shares (A)
               shares or securities of Apta of any class other than Apta Common
               Shares (other than shares convertible into or exchangeable for or
               carrying rights to acquire Apta Common Shares), (B) rights,
               options or warrants other than those referred to in section
               2.7(a)(ii) above, (C) evidences of indebtedness of Apta or (D)
               assets of Apta,

          unless the economic equivalent on a per share basis  of
          such rights, options, securities, shares, evidences  of
          indebtedness  or other assets is issued or  distributed
          simultaneously  to holders of the Exchangeable  Shares;
          provided   that,  for  greater  certainty,  the   above
          restrictions  shall not apply to any securities  issued
          or  distributed by Apta in order to give effect to  and
          to  consummate the transactions contemplated by, and in
          accordance  with, the Share Exchange Agreement,  or  as
          otherwise  permitted  by  the  parties  to  the   Share
          Exchange Agreement.

     (b)  Apta will not without the prior approval of Exchangeco and
          the prior approval of the holders of the Exchangeable Shares
          given in accordance with Section 11 of the Share Provisions:

          (i)  subdivide, redivide or change the then outstanding Apta
               Common Shares into a greater number of Apta Common Shares; or

          (ii) reduce, combine, consolidate or change the then outstanding
               Apta Common Shares into a lesser number of Apta Common Shares; or

          (iii)     reclassify or otherwise change Apta Common Shares or
               effect an amalgamation, merger, reorganization or other
               transaction affecting Apta Common Shares,

          unless  the  same or an economically equivalent  change
          shall  simultaneously be made to, or in the  rights  of
          the holders of, the Exchangeable Shares.

     (c)  Apta will ensure that the record date for any event referred
          to in section 2.7(a) or 2.7(b) above, or (if no record date is
          applicable for such event) the effective date for any such event,
          is not less than ten (10) Business Days after the date on which
          such event is declared or announced by Apta (with contemporaneous
          notification thereof by Apta to Exchangeco).

     (d)  The Board of Directors shall determine, in good faith and in
          its sole discretion acting reasonably, economic equivalence for
          the purposes of any event referred to in section 2.7(a) or 2.7(b)
          above and each such determination shall be conclusive and binding
          on Apta. In making each such determination, the following factors
          shall, without excluding other factors determined by the Board of
          Directors to be relevant, be considered by the Board of
          Directors:

          (i)  in the case of any stock dividend or other distribution
               payable in Apta Common Shares, the number of such shares issued
               in proportion to the number of Apta Common Shares previously
               outstanding;

          (ii) in the case of the issuance or distribution of any rights,
               options or warrants to subscribe for or purchase Apta Common
               Shares (or securities exchangeable for or convertible into or
               carrying rights to acquire Apta Common Shares), the relationship
               between the exercise price of each such right, option or warrant
               and the current market value (as determined by the Board of
               Directors in the manner above contemplated) of an Apta Common
               Share;

          (iii)     in the case of the issuance or distribution of any
               other form of property (including without limitation any shares
               or securities of Apta of any class other than Apta Common Shares,
               any rights, options or warrants other than those referred to in
               section 2.7(d)(ii) above, any evidences of indebtedness of Apta
               or any assets of Apta), the relationship between the fair market
               value (as determined by the Board of Directors in the manner
               above contemplated) of such property to be issued or distributed
               with respect to each outstanding Apta Common Share and the
               current market value (as determined by the Board of Directors in
               the manner above contemplated) of an Apta Common Share;

          (iv) in the case of any subdivision, redivision or change of the
               then outstanding Apta Common Shares into a greater number of Apta
               Common Shares or the reduction, combination, consolidation or
               change of the then outstanding Apta Common Shares into a lesser
               number of Apta Common Shares or any amalgamation, merger,
               reorganization or other transaction affecting Apta Common Shares,
               the effect thereof upon the then outstanding Apta Common Shares;
               and

          (v)  in all such cases, the general taxation consequences of the
               relevant event to holders of Exchangeable Shares to the extent
               that such consequences may differ from the taxation consequences
               to holders of Apta Common Shares as a result of differences
               between taxation laws of Canada and the United States (except for
               any differing consequences arising as a result of differing
               marginal taxation rates and without regard to the individual
               circumstances of holders of Exchangeable Shares).

          For  purposes  of  the  foregoing  determinations,  the
          current market value of any security listed and  traded
          or  quoted  on  a  securities  exchange  shall  be  the
          weighted  average of the closing bid and ask prices  of
          such  security during a period of not less than  twenty
          (20)  consecutive  trading days ending  not  more  than
          three (3) trading days before the date of determination
          on  the  principal securities exchange  on  which  such
          securities  are listed and traded or quoted;  provided,
          however,  that  if  in  the opinion  of  the  Board  of
          Directors  the public distribution or trading  activity
          of such securities during such period does not create a
          market  which  reflects the fair market value  of  such
          securities, then the current market value thereof shall
          be determined by the Board of Directors, in good faith,
          based  upon  the  advice of such qualified  independent
          financial advisors as the Board of Directors  may  deem
          appropriate,  in  its  sole  discretion,  and  provided
          further  that  any such determination by the  Board  of
          Directors shall be conclusive and binding on Apta.

     (e)  Exchangeco agrees that, to the extent required, upon due
          notice from Apta, Exchangeco will use its best efforts to take or
          cause to be taken such steps as may be necessary for the purposes
          of ensuring that appropriate dividends are paid or other
          distributions  are made by Exchangeco, or subdivisions,
          redivisions or changes are made to the Exchangeable Shares, in
          order to implement the required economic equivalent with respect
          to Apta Common Shares and the Exchangeable Shares as provided for
          in this section 2.7.

2.8  Tender Offers

     In  the  event  that a tender offer, share  exchange  offer,
issuer bid, take-over bid or similar transaction with respect  to
Apta  Common  Shares  (an  "Offer") is proposed  by  Apta  or  is
proposed  to Apta or its shareholders and is recommended  by  the
Board  of  Directors of Apta, or is otherwise effected or  to  be
effected  with the consent or approval of the Board of  Directors
of  Apta,  and  the  Exchangeable  Shares  are  not  redeemed  by
Exchangeco or purchased by NovaScotiaco as contemplated by and in
compliance  with  the  Share  Provisions,  Apta  will   use   its
reasonable  efforts expeditiously and in good faith to  take  all
such actions and do all such things as are necessary or desirable
to  enable  and  permit  holders of the  Exchangeable  Shares  to
participate  in  such  Offer  to  the  same  extent  and  on   an
economically  equivalent  basis as the  holders  of  Apta  Common
Shares,  without discrimination. Without limiting the  generality
of   the   foregoing,  Apta  will  use  its  reasonable   efforts
expeditiously  and in good faith (and shall, in  the  case  of  a
transaction  by  Apta  or  where Apta is  a  participant  in  the
negotiation  thereof) to ensure that holders of the  Exchangeable
Shares  may participate in all such Offers without being required
to  retract the Exchangeable Shares as against Exchangeco (or, if
so  required,  to  ensure  that any  such  retraction,  shall  be
effective  only upon, and shall be conditional upon, the  closing
of  the  Offer  and  only to the extent necessary  to  tender  or
deposit to the Offer). Nothing herein shall affect the rights  of
Exchangeco  under the Share Provisions to redeem (or NovaScotiaco
to  purchase  pursuant to the Redemption Right) the  Exchangeable
Shares,   as   applicable,  in  the  event  of  a  Apta   Control
Transaction.

2.9  Ownership of Outstanding Shares

     Without  the  prior  approval of Exchangeco  and  the  prior
approval  of  the  holders of the Exchangeable  Shares  given  in
accordance  with  Section  11  of  the  Share  Provisions,   Apta
covenants  and agrees in favour of Exchangeco and  the  Agent  on
behalf of holders of the Exchangeable Shares that, as long as any
of the Exchangeable Shares outstanding are owned by any person or
entity other than Apta or any of its Affiliates, Apta will be and
shall  remain  the  direct or indirect beneficial  owner  of  all
issued and outstanding voting shares in the capital of Exchangeco
and Novascotiaco.

2.10 Apta and Affiliates Not to Vote Exchangeable Shares

     Apta covenants and agrees that it will appoint and cause  to
be appointed proxyholders with respect to all of the Exchangeable
Shares  held  by  it and its Affiliates for the sole  purpose  of
attending  each meeting of holders of the Exchangeable Shares  in
order  to be counted as part of the quorum for each such meeting.
Apta  further  covenants and agrees that it will  not,  and  will
cause its Affiliates not to, exercise any voting rights which may
be exercisable by holders of the Exchangeable Shares from time to
time  pursuant  to  the  Share  Provisions  or  pursuant  to  the
provisions  of  the  Act  (or any successor  or  other  corporate
statute  by which Exchangeco may in the future be governed)  with
respect  to any of the Exchangeable Shares held by it or  by  its
Affiliates in respect of any matter considered at any meeting  of
holders of the Exchangeable Shares.

2.11 Rule 10b-18 Purchases

     For   certainty,   nothing  contained  in  this   Agreement,
including without limitation the obligations of Apta contained in
section 2.8 hereof, shall limit the ability of Apta or Exchangeco
to  make  a "Rule 10b-18 Purchase" of Apta Common Shares pursuant
to  Rule  10b-18 of the U.S. Securities Exchange Act of 1934,  as
amended, or any successor provisions thereof.

2.12 Special Voting Share

     During  the term of this Agreement, Apta will not issue  any
additional Special Voting Shares beyond the Special Voting  Share
to  be  issued  to  the  Agent pursuant  to  the  Share  Exchange
Agreement and the Voting and Exchange Agency Agreement, and  will
not  amend,  alter,  change or repeal the terms  of  the  Special
Voting  Share  without the prior approval of the holders  of  the
Exchangeable  Shares in accordance with Section 11 of  the  Share
Provisions.

                            ARTICLE 3
                         APTA SUCCESSORS

3.1  Certain Requirements in Respect of Combination, etc.

     Except as contemplated in the Share Exchange Agreement, Apta
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, but may do so if:

     (a)  such  other person or continuing corporation (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, an agreement supplemental hereto and such other
          instruments (if any) as 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 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
          other Parties hereunder.

3.2  Vesting of Powers in Successor

     Whenever  the  conditions  of section  3.1  have  been  duly
observed and performed, the Parties, if required by section  3.1,
shall  execute  and deliver a supplemental agreement  hereto  and
thereupon Apta Successor shall possess and from time to time  may
exercise  each  and  every right and power  of  Apta  under  this
Agreement  in  the  name  of Apta or otherwise  and  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.

3.3  Wholly-Owned Subsidiaries

     Nothing   herein  shall  be  construed  as  preventing   the
amalgamation  or merger of any direct or indirect  subsidiary  of
Apta, except for Exchangeco, with or into Apta or the winding-up,
liquidation  or dissolution of any direct or indirect  subsidiary
of  Apta, except for Exchangeco, provided that all of the  assets
of  such  subsidiary are transferred to Apta or  another  wholly-
owned  direct  or  indirect  subsidiary  of  Apta  and  any  such
transactions are expressly permitted by this Article 3.   Nothing
herein shall be construed as preventing the sale of any direct or
indirect  subsidiary of Apta contemplated in the  Share  Exchange
Agreement.

                            ARTICLE 4
                             GENERAL

4.1  Term

     This Agreement shall come into force and be effective as  of
the  date  hereof and shall terminate and be of no further  force
and  effect at such time as no Exchangeable Shares (or securities
or rights convertible into or exchangeable for or carrying rights
to  acquire Exchangeable Shares) are held by any person or entity
other than Apta and any of its Affiliates.

4.2  Changes in Capital of Apta and Exchangeco

     At  all times after the occurrence of any event contemplated
pursuant to sections 2.7 and 2.8 hereof 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 the 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 an agreement in writing giving effect to  and
evidencing such necessary amendments and modifications.

4.3  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 this Agreement shall
be  carried  out  as  nearly as possible in accordance  with  its
original terms and conditions.

4.4  Amendments and Modifications

     This  Agreement may not be amended or modified except by  an
agreement   in   writing   executed  by  Apta,   Exchangeco   and
NovaScotiaco, and, subject to section 4.5, with the  approval  of
the  holders  of  Exchangeable Shares (or  their  duly  appointed
attorney or agent) obtained in accordance with section 11 of  the
Share Provisions.

4.5  Ministerial Amendments

     Notwithstanding the provisions of section 4.4,  the  parties
to  this  Agreement may in writing at any time and from  time  to
time,  without  the approval of the holders of  the  Exchangeable
Shares, amend or modify this Agreement for the purposes of:

     (a)  adding to the covenants of Apta, Exchangeco and NovaScotiaco
          provided that the Board of Directors of each of Apta, Exchangeco
          and NovaScotiaco shall be of the good faith opinion that such
          additions will not be prejudicial to the rights or interests of
          the holders of the Exchangeable Shares or the Agent;

     (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, Exchangeco and NovaScotiaco,
          it may be expedient to make, provided that each such Board of
          Directors shall be of the good faith opinion that such amendments
          or modifications will not be prejudicial to the rights or
          interests of the holders of the Exchangeable Shares or the Agent;
          or

     (c)  making such changes or corrections which, on the advice of
          counsel to Apta, Exchangeco and NovaScotiaco 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 Board of Directors of each of
          Apta, Exchangeco and NovaScotiaco shall be of the good faith
          opinion that such changes or corrections will not be prejudicial
          to the rights or interests of the holders of the Exchangeable
          Shares or the Agent.

4.6  Meeting to Consider Amendments

     Exchangeco, at the request of Apta, shall call a meeting  or
meetings  of  the  holders  of the Exchangeable  Shares  for  the
purpose  of  considering any proposed amendment  or  modification
requiring  approval  pursuant to section  4.4  hereof.  Any  such
meeting  or meetings shall be called and held in accordance  with
the bylaws of Exchangeco, the Share Provisions and all applicable
laws.

4.7  Enurement

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

4.8  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, Exchangeco or NovaScotiaco: (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 Tel.:   (856) 268-0588
     Fax:      (856) 596-8662
     Direct Fax:    (856) 268-5615

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.

4.9  Counterparts

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

4.10 Jurisdiction

     This Agreement shall be construed and enforced in accordance
with  the laws of the State of Delaware and the federal  laws  of
the United States of America applicable therein.

4.11 Attornment

     Each  of  Apta, Exchangeco and NovaScotiaco agrees that  any
action or proceeding arising out of or relating to this Agreement
may be instituted in the courts of Delaware, 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 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.    Exchangeco   and
NovaScotiaco hereby appoint Apta at its registered office in  the
State of Delaware 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


                              _________________________________
                              RALPH EISENSCHMID IN TRUST FOR
                              INTELISYS (NOVA SCOTIA) COMPANY,
                              AN  UNLIMITED LIABILITY COMPANY  TO
                              BE FORMED



                          SCHEDULE "A"

The  Exchangeable Shares shall have attached thereto, as a class,
the following rights, privileges, restrictions, and conditions:

                            SECTION 1
                         INTERPRETATION

1.1  For the purposes of these Share Provisions:

(a)  "Act"  means  the Business Corporations Act (New Brunswick),
     as amended.

(b)  "Affiliate" of any Person means any other Person directly or
     indirectly controlling, controlled by, or under common 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.

(c)  "Agent" means the agent under the Voting and Exchange Agency
     Agreement, and any successor agent appointed under and subject to
     the provisions of the Voting and Exchange Agency Agreement.

(d)  "Apta"  means  Apta  Holdings, Inc., a corporation  existing
     under  the  laws of the State of Delaware, and any successor
     corporation thereto.

(e)  "Board  of  Directors" means the board of directors  of  the
     Corporation.

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

(g)  "Canadian  Dollar Equivalent" means in respect of an  amount
     expressed in a foreign currency (the "Foreign Currency Amount")
     at any date the product obtained by multiplying:

     (i)  the Foreign Currency Amount by,

     (ii) 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 spot 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.

(h)  "Common  Shares" means the common shares in the  capital  of
     the Corporation.

(i)  "Corporation"   means   InteliSys   Acquisition   Inc.,    a
     corporation incorporated under the Act.

(j)  "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 a Apta Common Share 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 the 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, based upon the advice of such qualified
     independent financial advisors as the Board of Directors may deem
     appropriate, 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.

(k)  "Exchangeable  Shares" means the Class B Special  Shares  in
     the capital of the Corporation, being non-voting exchangeable
     shares  having  the  rights, privileges,  restrictions,  and
     conditions set forth herein.

(l)  "Exchangeable  Share  Voting  Event"  means  any  matter  in
     respect of which holders of Exchangeable Shares are entitled to
     vote as shareholders of the Corporation, other than an Exempt
     Exchangeable Share Voting Event, and, for greater certainty,
     excluding any matter in respect of which holders of Exchangeable
     Shares are entitled to vote (or instruct the Agent to vote) in
     their  capacity as Beneficiaries under (and as that term  is
     defined in) the Voting and Exchange Agency Agreement.

(m)  "Exempt Exchangeable Share Voting Event" means any matter in
     respect of which holders of Exchangeable Shares are entitled to
     vote as shareholders of the Corporation in order to approve or
     disapprove, as applicable, any change to, or in the rights of the
     holders  of, the Exchangeable Shares, where the approval  or
     disapproval, as applicable, of such change would be required to
     maintain the equivalence of the Exchangeable Shares and the Apta
     Common Shares.

(n)  "Liquidation  Amount" has the meaning  ascribed  thereto  in
     section 5.1 of these Share Provisions.

(o)  "Liquidation  Call Purchase Price" has the meaning  ascribed
     thereto in section 8. 1 (a) of these Share Provisions.

(p)  "Liquidation Call Right" has the meaning ascribed thereto in
     section 8. 1 (a) of these Share Provisions.

(q)  "Liquidation  Date"  has  the meaning  ascribed  thereto  in
     section 5.1 of these Share Provisions.

(r)  "Liquidation Distribution" means a distribution of assets of
     the  Corporation  among  its  shareholders  arising  on  the
     liquidation,  dissolution, or winding-up of the Corporation,
     whether voluntary or involuntary, or any other distribution of
     the assets of the Corporation among its shareholders for the
     purpose of winding-up its affairs.

(s)  "NovaScotiaco" means InteliSys (Nova Scotia),  an  unlimited
     liability company formed under the laws of the Province of Nova
     Scotia, and any successor company thereto.

(t)  "NovaScotiaco Call Notice" has the meaning ascribed  thereto
     in section 6.3 of these Share Provisions.

(u)  "Apta  Common Shares" means the shares of common stock,  par
     value $0.001 U.S. per share, in the capital of Apta, and any
     other securities into which such shares may be changed.

(v)  "Apta  Control  Transaction" means any merger, amalgamation,
     tender offer, material sale of shares or rights or interests
     therein or thereto or similar transactions involving Apta, or any
     proposal to do so.

(w)  "Apta Dividend Declaration Date" means the date on which the
     Board of Directors of Apta declares any dividend on the Apta
     Common Shares.

(x)  "Person"  includes any individual, firm, partnership,  joint
     venture,  venture capital fund, association,  trust,  agent,
     executor, administrator, legal personal representative, estate,
     group, body corporate, corporation, unincorporated association or
     organization, government body, syndicate or other entity, whether
     or not having legal status.

(y)  "Purchase Price" has the meaning ascribed thereto in section
     6.3 of these Share Provisions.

(z)  "Redemption  Call  Purchase Price" has the meaning  ascribed
     thereto in section 8.2 of these Share Provisions.

(aa) "Redemption Call Right" has the meaning ascribed thereto  by
     section 8.2 of these Share Provisions.

(bb) "Redemption Date" means the date, established by  the  Board
     of Directors for the redemption by the Corporation of all but not
     less than all of the outstanding Exchangeable Shares pursuant to
     section 7 of these Share Provisions, which date shall be the
     tenth  (10th)  anniversary of the date of  issuance  of  the
     Exchangeable Shares, unless:

     (i)  the number of Exchangeable Shares outstanding (other than
          Exchangeable Shares held by Apta and its Affiliate, and as such
          number of shares may be adjusted as deemed appropriate by the
          Board of Directors to give effect to any subdivision or
          consolidation of or stock dividend on the Exchangeable Shares,
          any issue or distribution of rights to acquire Exchangeable
          Shares or securities exchangeable for or convertible into
          Exchangeable Shares, any issue or distribution of other
          securities or rights or evidences of indebtedness or assets, or
          any other capital reorganization or other transaction affecting
          the Exchangeable Shares) is less than 10% of the number of
          Exchangeable Shares issued upon the first  issuance  of
          Exchangeable Shares, in which case the Board of Directors may
          accelerate such redemption date to such earlier date as they may
          determine, upon at least sixty (60) days' prior written notice to
          the registered holders of the Exchangeable Shares;

     (ii) an Apta Control Transaction occurs, in which case, provided
          that the Board of Directors determines, in good faith and in its
          sole discretion, that it is not reasonably practicable to
          substantially replicate the terms and conditions of the
          Exchangeable Shares in connection with such Apta Control
          Transaction and that the redemption of all but not less than all
          of the outstanding Exchangeable Shares is necessary to enable the
          completion of such  Apta Control Transaction in accordance with
          its terms, the Board of Directors may accelerate such redemption
          date to such earlier date as they may determine, upon such number
          of days prior written notice to the registered holders of the
          Exchangeable Shares as the Board of Directors may determine to be
          reasonably practicable in such circumstances;

     (iii)     an Exchangeable Share Voting Event is proposed, in
          which case, the redemption date shall be the Business Day prior
          to the record date for any meeting or vote of the holders of the
          Exchangeable Shares to consider the Exchangeable Share Voting
          Event and the Board of Directors shall give such number of days'
          prior written notice of such redemption to the registered holders
          of the Exchangeable Shares as the Board of Directors may
          determine to be reasonably practicable in such circumstances
          (provided that the Board of Directors has determined, in good
          faith and in its sole discretion, that it is not reasonably
          practicable to accomplish the business purpose intended by the
          Exchangeable Share Voting Event, which business purpose must be
          bona fide and not for the primary purpose of causing the
          occurrence of a Redemption Date, in any other commercially
          reasonable manner that does not result in an Exchangeable Share
          Voting Event);

     (iv) an Exempt Exchangeable Share Voting Event is proposed and
          the holders of the Exchangeable Shares fail to take the necessary
          action at a meeting or other vote of holders of Exchangeable
          Shares, to approve or disapprove, as applicable, the Exempt
          Exchangeable Share Voting Event, in which case the redemption
          date shall be the Business Day following the day on which the
          holders of the Exchangeable Shares failed to take such action and
          the Board of Directors shall be deemed to have given such prior
          written notice of such redemption to the registered holders of
          the Exchangeable Shares or the Board of Directors may establish
          another Business Day as it may determine to be reasonably
          practicable in such circumstances,

     provided,  however, that the accidental failure or  omission
     to give any notice of redemption under clauses (a), (b), (c)
     or   (d)  above  to  less  than  10%  of  such  holders   of
     Exchangeable  Shares shall not affect the  validity  of  any
     such redemption.

(cc) "Redemption  Price"  has  the meaning  ascribed  thereto  in
     section 7.1 of these Share Provisions.

(dd) "Retracted  Shares"  has  the meaning  ascribed  thereto  in
     section 6.1 (a) of these Share Provisions.

(ee) "Retraction Call Right" has the meaning ascribed thereto  in
     section 6.1 (c) of these Share Provisions.

(ff) "Retraction  Date"  has  the  meaning  ascribed  thereto  in
     section 6.1(b) of these Share Provisions.

(gg) "Retraction  Price"  has  the meaning  ascribed  thereto  in
     section 6.1 of these Share Provisions.

(hh) "Retraction  Request" has the meaning  ascribed  thereto  in
     section 6.1 of these Share Provisions.

(ii) "Share Provisions" means the rights, privileges restrictions
     and conditions attaching to the Exchangeable Shares set forth in
     the articles of incorporation of Exchangeco and as set forth in
     this Schedule "A".

(jj) "Support  Agreement"  means the exchangeable  share  support
     agreement between Apta, NovaScotiaco and the Corporation, to be
     entered into in support of the holders of Exchangeable Shares, a
     copy of which shall be maintained at the registered office of the
     Corporation and which will be provided to a shareholder during
     normal business hours, on demand and without charge.

(kk) "Transfer  Agent" means or such Person as may from  time  to
     time  be  appointed by the Corporation as the registrar  and
     transfer agent for the Exchangeable Shares, and if no such Person
     has been appointed, shall mean the Corporation.

(ll) "Unpaid  Dividend Amount" means the full amount of  any  and
     all declared and unpaid dividends on the Exchangeable Shares.

(mm) "Voting and Exchange Agency Agreement" means the voting  and
     exchange agency agreement between Apta, the Corporation and the
     Agent  to  be entered into for the benefit of the registered
     holders from time to time of the Exchangeable Shares, a copy of
     which  shall be maintained at the registered office  of  the
     Corporation and which will be provided to a shareholder during
     normal business hours, on demand and without charge.

                            SECTION 2
                 RANKING OF EXCHANGEABLE SHARES

2.1   The  Exchangeable Shares shall be entitled to a  preference
over the Common Shares and any other shares ranking junior to the
Exchangeable Shares with respect to the payment of dividends  and
on  a  Liquidation  Distribution to the extent  provided  for  in
section 5.

                            SECTION 3
                            DIVIDENDS

3.1   A  holder  of an Exchangeable Share shall  be  entitled  to
receive  and the Board of Directors shall, subject to  applicable
law,  on  each Apta Dividend Declaration Date, declare a dividend
on each Exchangeable Share:

(a)  in  the  case of a cash dividend declared on the Apta Common
     Shares, in an amount in cash for each Exchangeable Share in U.S.
     dollars, or the Canadian Dollar Equivalent thereof, on the Apta
     Dividend  Declaration Date, in each case, equal to the  cash
     dividend declared on each Apta Common Share;

(b)  in  the  case  of  a  stock dividend or  other  distribution
     declared on the Apta Common Shares to be paid in Apta Common
     Shares,  in  such  number of Exchangeable  Shares  for  each
     Exchangeable Share as is equal to the number of Apta  Common
     Shares to be paid on each Apta Common Share; or

(c)  in the case of a dividend declared on the Apta Common Shares
     in property other than cash or Apta Common Shares, in such type
     and amount of property for each Exchangeable Share as is the same
     as or economically equivalent to the type and amount of property
     declared  as  a dividend on each Apta Common  Share  (to  be
     determined by the Board of Directors as contemplated by section
     3.5 hereof).

Such dividends shall be paid out of money, assets or property  of
the  Corporation properly applicable to the payment of dividends,
or  out  of  authorized but unissued Exchangeable Shares  of  the
Corporation, as applicable.

3.2   Cheques of the Corporation payable at par at any branch  of
the  bankers of the Corporation shall be issued in respect of any
cash  dividends  contemplated by section 3.1(a)  hereof  and  the
sending of such a cheque to each holder of an Exchangeable  Share
shall  satisfy the cash dividend represented thereby  unless  the
cheque  is not paid on presentation.  Certificates registered  in
the name of the registered holder of Exchangeable Shares shall be
issued   or   transferred  in  respect  of  any  stock  dividends
contemplated by section 3.1 (b) hereof and the sending of such  a
certificate to each holder of an Exchangeable Share shall satisfy
the  stock  dividend represented thereby.  Such  other  type  and
amount  of  property in respect of any dividends contemplated  by
section 3.1(c) hereof shall be issued, distributed or transferred
by  the Corporation in such manner as it shall determine and  the
issuance, distribution or transfer thereof by the Corporation  to
each  holder of an Exchangeable Share shall satisfy the  dividend
represented thereby.  No holder of an Exchangeable Share shall be
entitled to recover by action or other legal process against  the
Corporation any dividend that is represented by a cheque that has
not  been duly presented to the Corporation's bankers for payment
or  that  otherwise remains unclaimed for a period of  six  years
from the date on which such dividend was payable.

3.3   The  record  date for the determination of the  holders  of
Exchangeable  Shares  entitled to receive  payment  of,  and  the
payment  date  for,  any dividend declared  on  the  Exchangeable
Shares  under section 3.1 hereof shall be the same dates  as  the
record date and payment date, respectively, for the corresponding
dividend declared on the Apta Common Shares.

3.4   If  on any payment date for any dividends declared  on  the
Exchangeable  Shares under section 3.1 hereof the  dividends  are
not  paid  in  full  on  all  of  the  Exchangeable  Shares  then
outstanding, any such dividends that remain unpaid shall be  paid
on  a  subsequent  date  or  dates determined  by  the  Board  of
Directors on which the Corporation shall have sufficient  moneys,
assets  or  property properly applicable to the payment  of  such
dividends.

3.5  The Board of Directors shall determine, in good faith and in
its  sole  discretion, economic equivalence for the  purposes  of
section  3.1  hereof,  and  each  such  determination  shall   be
conclusive  and  binding on the Corporation and its  shareholders
absent  manifest  error.  In making each such determination,  the
following   factors  shall,  without  excluding   other   factors
determined  by  the  Board  of  Directors  to  be  relevant,   be
considered by the Board of Directors:

(a)  in  the  case of the issuance or distribution of any rights,
     options or warrants to subscribe for or purchase Apta Common
     Shares (or securities exchangeable for or convertible into or
     carrying rights to acquire Apta Common Shares), the relationship
     between the exercise price of each such right, option or warrant
     and the current market value (as determined by the Board  of
     Directors in the manner above contemplated) of a Apta Common
     Share;

(b)  in  the  case of the issuance or distribution of  any  other
     form of property (including without limitation any shares or
     securities of Apta of any class other than Apta Common Shares,
     any rights, options or warrants other than those referred to in
     section 3.5(b) above, any evidences of indebtedness of Apta or
     any assets of Apta), the relationship between the fair market
     value (as determined by the Board of Directors in the manner
     below contemplated) of such property to be issued or distributed
     with  respect to each outstanding Apta Common Share and  the
     current market value (as determined by the Board of Directors in
     the manner below contemplated) of a Apta Common Share; and

(c)  in  all such cases, the general taxation consequences of the
     relevant event to holders of Exchangeable Shares to the extent
     that such consequences may differ from the taxation consequences
     to  holders of Apta Common Shares as a result of differences
     between taxation laws of Canada and the United States of America
     (except for any differing consequences arising as a result of
     differing marginal taxation rates and without regard to  the
     individual circumstances of holders of Exchangeable Shares).

For  purposes of the foregoing determinations, the current market
value of any security listed and traded or quoted on a securities
exchange shall be the weighted average of the closing bid and ask
prices  of such security during a period of not less than  twenty
(20)  consecutive  trading days ending not more  than  three  (3)
trading  days  before the date of determination on the  principal
securities  exchange  on  which such securities  are  listed  and
traded  or  quoted; provided, however, that if in the opinion  of
the  Board  of  Directors  the  public  distribution  or  trading
activity of such securities during such period does not create  a
market  which reflects the fair market value of such  securities,
then the current market value thereof shall be determined by  the
Board of Directors, in good faith, based upon the advice of  such
qualified  independent  financial  advisors  as  the   Board   of
Directors  may deem appropriate, and in its sole discretion,  and
provided  further that any such determination  by  the  Board  of
Directors shall be conclusive and binding on the Corporation  and
its shareholders.

                            SECTION 4
                      CERTAIN RESTRICTIONS

4.1   So  long as any of the Exchangeable Shares are outstanding,
the  Corporation shall not at any time without, but  may  at  any
time with, the approval of the holders of the Exchangeable Shares
given as specified in section 11.2 of these Share Provisions:

(a)  pay  any dividends on the Common Shares or any other  shares
     ranking junior to the Exchangeable Shares, other than  stock
     dividends payable in Common Shares or any such other  shares
     ranking junior to the Exchangeable Shares, as the case may be;

(b)  redeem  or  purchase  or  make any capital  distribution  in
     respect of Common Shares or any other shares ranking junior to
     the Exchangeable Shares;

(c)  redeem  or  purchase  any other shares  of  the  Corporation
     ranking equally with the Exchangeable Shares with respect to the
     payment of dividends or on any Liquidation Distribution; or

(d)  issue  any  Exchangeable Shares or any other shares  of  the
     Corporation  ranking  equally  with,  or  superior  to,  the
     Exchangeable Shares other than by way of stock dividends to the
     holders of such Exchangeable Shares.

The restrictions in subsections (a), (b), (c) and (d) above shall
not apply if all dividends on the outstanding Exchangeable Shares
corresponding to dividends declared and paid to date on the  Apta
Common   Shares  shall  have  been  declared  and  paid  on   the
Exchangeable Shares.

                            SECTION 5
                   DISTRIBUTION ON LIQUIDATION

5.1   In  the  event of a Liquidation Distribution, a  holder  of
Exchangeable Shares shall be entitled, subject to applicable law,
to  receive from the assets of the Corporation in respect of each
Exchangeable Share held by such holder on the effective date (the
"Liquidation Date") of such liquidation, dissolution or  winding-
up,  before  any distribution of any part of the  assets  of  the
Corporation among the holders of the Common Shares or  any  other
shares  ranking junior to the Exchangeable Shares, an amount  per
Exchangeable Share (the "Liquidation Amount") equal  to  (i)  the
Current  Market Price of a Apta Common Share on the last Business
Day  prior  to the Liquidation Date (which shall be satisfied  in
full  by  the Corporation causing to be delivered to such  holder
one Apta Common Share), plus (ii) the Unpaid Dividend Amount,  if
any,  on  any  Exchangeable Share held  by  such  holder  on  any
dividend  record  date which occurred prior  to  the  Liquidation
Date.

5.2   On  or promptly after the Liquidation Date, and subject  to
the  exercise by NovaScotiaco of the Liquidation Call Right,  the
Corporation  shall cause to be delivered to the  holders  of  the
Exchangeable  Shares  the  Liquidation  Amount  for   each   such
Exchangeable  Share  upon  presentation  and  surrender  of   the
certificates representing such Exchangeable Shares, together with
such other documents and instruments as may be required to effect
a  transfer of Exchangeable Shares under the Act and the articles
and  by-laws of the Corporation and such additional documents and
instruments as the Transfer Agent may reasonably require, at  the
registered  office  of the Corporation or at any  office  of  the
Transfer  Agent as may be specified by the Corporation by  notice
to  the holders of the Exchangeable Shares. Payment of the  total
Liquidation Amount for such Exchangeable Shares shall be made  by
delivery to each holder, at the address of the holder recorded in
the  securities register of the Corporation for the  Exchangeable
Shares  or by holding for pick-up by the holder at the registered
office of the Corporation or at any office of the Transfer  Agent
as  may  be specified by the Corporation by notice to the holders
of   Exchangeable  Shares,  on  behalf  of  the  Corporation   of
certificates representing Apta Common Shares (which shares  shall
be  duly  issued as fully paid and non- assessable and  shall  be
free and clear of any lien, claim or encumbrance) and a cheque of
the  Corporation payable at par at any branch of the  bankers  of
the  Corporation in respect of the remaining portion, if any,  of
the  total  Liquidation  Amount (in each case  less  any  amounts
withheld  on account of tax required to be deducted and  withheld
therefrom). On and after the Liquidation Date, the holders of the
Exchangeable   Shares  shall  cease  to  be   holders   of   such
Exchangeable Shares and shall not be entitled to exercise any  of
the rights of holders in respect thereof, other than the right to
receive their proportionate part of the total Liquidation Amount,
unless   payment  of  the  total  Liquidation  Amount  for   such
Exchangeable  Shares  shall  not be made  upon  presentation  and
surrender  of share certificates in accordance with the foregoing
provisions, in which case the rights of the holders shall  remain
unaffected  until the total Liquidation Amount has been  paid  in
the  manner hereinbefore provided. The Corporation shall have the
right  at any time after the Liquidation Date to deposit or cause
to  be  deposited the total Liquidation Amount in respect of  the
Exchangeable Shares represented by certificates that have not  at
the Liquidation Date been surrendered by the holders thereof in a
custodial  account with any chartered bank or  trust  company  in
Canada less any amounts withheld on account of tax required to be
deducted  and withheld therefrom.  Upon such deposit being  made,
the  rights  of  the  holders of Exchangeable Shares  after  such
deposit shall be limited to receiving their proportionate part of
the  total  Liquidation Amount (in each case  less  such  amounts
withheld  on account of tax required to be deducted and  withheld
therefrom)  for  such Exchangeable Shares so  deposited,  against
presentation and surrender of the said certificates held by them,
respectively, in accordance with the foregoing provisions.   Upon
such  payment  or  deposit of the total Liquidation  Amount,  the
holders of the Exchangeable Shares shall thereafter be considered
and  deemed  for  all purposes to be holders of the  Apta  Common
Shares delivered to them or the custodian on their behalf.

5.3   After the Corporation has satisfied its obligations to  pay
the holders of the Exchangeable Shares the Liquidation Amount per
Exchangeable  Share  pursuant  to  section  5.1  of  these  Share
Provisions,  such holders shall not be entitled to share  in  any
further distribution of the assets of the Corporation.

                            SECTION 6
           RETRACTION OF EXCHANGEABLE SHARES BY HOLDER

6.1   A  holder of Exchangeable Shares shall be entitled  at  any
time,  subject to the exercise by NovaScotiaco of the  Retraction
Call  Right and otherwise upon compliance with the provisions  of
this  section 6, to require the Corporation to redeem any or  all
of  the Exchangeable Shares registered in the name of such holder
for  an  amount  per Exchangeable Share (the "Retraction  Price")
equal to (i) the Current Market Price of an Apta Common Share  on
the  last Business Day prior to the Retraction Date (which  shall
be  satisfied in full by the Corporation causing to be  delivered
to  such holder one Apta Common Share for each Exchangeable Share
presented  and surrendered by the holder), plus (ii)  the  Unpaid
Dividend Amount, if any, on any such Exchangeable Share  held  by
such  holder on any dividend record date which occurred prior  to
the Retraction Date,. To effect such redemption, the holder shall
present and surrender at the registered office of the Corporation
or at any office of the Transfer Agent as may be specified by the
Corporation by notice to the holders of Exchangeable  Shares  the
certificate or certificates representing the Exchangeable  Shares
which the holder desires to have the Corporation redeem, together
with  such other documents and instruments as may be required  to
effect  a transfer of Exchangeable Shares under the Act  and  the
articles  and  by-laws  of the Corporation  and  such  additional
documents  and  instruments as the Transfer Agent may  reasonably
require,  and  together  with  a  duly  executed  statement  (the
"Retraction Request") in the form attached hereto as Appendix  1,
or in such other form as may be acceptable to the Corporation:

(a)  specifying that the holder desires to have all or any number
     specified therein of the Exchangeable Shares represented by such
     certificate or certificates (the "Retracted Shares") redeemed by
     the Corporation;

(b)  stating the Business Day on which the holder desires to have
     the Corporation redeem the Retracted Shares (the "Retraction
     Date"), provided that the Retraction Date shall be not less than
     ten (10) Business Days nor more than 15 Business Days after the
     date  on  which  the Retraction Request is received  by  the
     Corporation and further provided that, in the event that no such
     Business  Day  is specified by the holder in the  Retraction
     Request, the Retraction Date shall be deemed to be the  15th
     Business Day after the date on which the Retraction Request is
     received by the Corporation; and

(c)  acknowledging  the  overriding right (the  "Retraction  Call
     Right") of NovaScotiaco to purchase all but not less than all the
     Retracted Shares directly from the holder and that the Retraction
     Request shall be deemed to be a revocable offer by the holder to
     sell  the  Retracted Shares to Apta in accordance  with  the
     Retraction Call Right on the terms and conditions set out in
     section 6.3 below.

6.2  Upon receipt by the Corporation or the Transfer Agent in the
manner  specified  in  section 6.1 hereof  of  a  certificate  or
certificates representing the number of Exchangeable Shares which
the  holder desires to have the Corporation redeem, together with
a Retraction Request, and provided that the Retraction Request is
not revoked by the holder in the manner specified in section 6.7,
the  Corporation shall redeem the Retracted Shares  effective  at
the  close of business (Toronto time) on the Retraction Date  and
shall  cause to be delivered to such holder the total  Retraction
Price with respect to such shares, provided that all declared and
unpaid dividends for which the record date has occurred prior  to
the  Retraction Date shall be paid on the payment date  for  such
dividends,  less any amounts withheld on account of tax  required
to  be  deducted and withheld therefrom.  If only a part  of  the
Exchangeable Shares represented by any certificate is redeemed, a
new certificate for the balance of such Exchangeable Shares shall
be issued to the holder at the expense of the Corporation.

6.3  Upon receipt by the Corporation of a Retraction Request, the
Corporation  shall immediately notify NovaScotiaco  thereof.   In
order  to  exercise the Retraction Call Right, NovaScotiaco  must
notify  the  Corporation  of  its determination  to  do  so  (the
"NovaScotiaco  Call  Notice") within five (5)  Business  Days  of
notification to NovaScotiaco by the Corporation of the receipt by
the  Corporation of the Retraction Request.  If NovaScotiaco does
not  so  notify  the  Corporation within such five  Business  Day
period,  the  Corporation  will notify  the  holder  as  soon  as
possible  thereafter  that NovaScotiaco  will  not  exercise  the
Retraction Call Right.  If NovaScotiaco delivers the NovaScotiaco
Call  Notice  within such five Business Day period, and  provided
that  the Retraction Request is not revoked by the holder in  the
manner  specified  in section 6.7, the Retraction  Request  shall
thereupon be considered only to be an offer by the holder to sell
the  Retracted  Shares  to NovaScotiaco in  accordance  with  the
Retraction Call Right.  In such event, the Corporation shall  not
redeem the Retracted Shares and NovaScotiaco shall purchase  from
such  holder  and such holder shall sell to NovaScotiaco  on  the
Retraction Date the Retracted Shares for an amount per  Retracted
Share  (the  "Purchase Price") equal to (i)  the  Current  Market
Price  of  a Apta Common Share on the last Business Day prior  to
the  Retraction  Date  (which  shall  be  satisfied  in  full  by
NovaScotiaco  causing  to be delivered to such  holder  one  Apta
Common   Share   for  each  Exchangeable  Share   presented   and
surrendered by the holder), plus (ii) the Unpaid Dividend Amount,
if  any,  on  those Retracted Shares held by such holder  on  any
dividend record date which occurred prior to the Retraction Date.
For  the  purposes  of  completing a  purchase  pursuant  to  the
Retraction  Call  Right,  NovaScotiaco  shall  deposit  with  the
Transfer  Agent,  on or before the Retraction Date,  certificates
representing  Apta  Common Shares and  a  cheque  or  cheques  of
NovaScotiaco  payable  at par at any branch  of  the  bankers  of
NovaScotiaco  representing the Unpaid Dividend  Amount,  if  any,
less  any  amounts  withheld on account of  tax  required  to  be
deducted and withheld therefrom.  Provided that NovaScotiaco  has
complied with the immediately preceding sentence, the closing  of
the  purchase  and sale of the Retracted Shares pursuant  to  the
Retraction Call Right shall be deemed to have occurred as at  the
close  of  business  on  the Retraction  Date  and,  for  greater
certainty,  no  redemption by the Corporation of  such  Retracted
Shares  shall  take place on the Retraction Date.  In  the  event
that  NovaScotiaco  does not deliver a NovaScotiaco  Call  Notice
within  such  five  Business Day period, and  provided  that  the
Retraction  Request is not revoked by the holder  in  the  manner
specified  in section the Corporation shall redeem the  Retracted
Shares  on  the  Retraction  Date and  in  the  manner  otherwise
contemplated in this section 6.

6.4   The Corporation or NovaScotiaco, as the case may be,  shall
deliver,  or cause the Transfer Agent to deliver, to the relevant
holder,  at  the address of the holder recorded in the securities
register of the Corporation for the Exchangeable Shares or at the
address  specified  in  the  holder's Retraction  Request  or  by
holding for pick-up by the holder at the registered office of the
Corporation  or  at any office of the Transfer Agent  as  may  be
specified  by  the  Corporation  by  notice  to  the  holders  of
Exchangeable  Shares, certificates representing the  Apta  Common
Shares (which shares shall be duly issued as fully paid and  non-
assessable  and  shall be free and clear of any  lien,  claim  or
encumbrance)  registered in the name of the  holder  or  in  such
other  name as the holder may request, and, if applicable and  on
or  before the payment date therefore, a cheque payable at par at
any branch of the bankers of the Corporation or NovaScotiaco,  as
applicable, representing the aggregate Unpaid Dividend Amount, if
any,  in  payment  of  the total Retraction Price  or  the  total
Purchase  Price,  as  the case may be, in  each  case,  less  any
amounts  withheld on account of tax required to be  deducted  and
withheld  therefrom, and such delivery of such  certificates  and
cheques on behalf of the Corporation or by NovaScotiaco,  as  the
case  may  be,  or by the Transfer Agent shall be  deemed  to  be
payment of and shall satisfy and discharge all liability for  the
total  Retraction Price or the total Purchase Price, as the  case
may  be, to the extent that the same is represented by such share
certificates  and  cheques (plus any tax  deducted  and  withheld
therefrom).

6.5   On and after the close of business on the Retraction  Date,
the holder of the Retracted Shares shall cease to be a holder  of
such  Retracted 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 Retraction
Price  or  the total Purchase Price, as the case may  be,  unless
upon  presentation  and surrender of certificates  in  accordance
with  the  foregoing provisions, payment of the total  Retraction
Price or the total Purchase Price, as the case may be, shall  not
be  made as provided in section 6.4, in which case the rights  of
such  holder  shall remain unaffected until the total  Retraction
Price  or the total Purchase Price, as the case may be, has  been
paid  in the manner hereinbefore provided. On and after the close
of  business  on the Retraction Date, provided that  presentation
and surrender of certificates and payment of the total Retraction
Price  or the total Purchase Price, as the case may be, has  been
made  in accordance with the foregoing provisions, the holder  of
the  Retracted  Shares  so  redeemed  by  the  Corporation  shall
thereafter  be  considered and deemed for all purposes  to  be  a
holder of the Apta Common Shares so delivered.

6.6   Notwithstanding any other provision of this section 6,  the
Corporation  shall  not be obligated to redeem  Retracted  Shares
specified by a holder in a Retraction Request to the extent  that
such redemption of Retracted Shares would be contrary to solvency
requirements  or  other  provisions of applicable  law.   If  the
Corporation believes that on any Retraction Date it would not  be
permitted  by  any  of  such provisions to redeem  the  Retracted
Shares  tendered for redemption on such date, and  provided  that
NovaScotiaco shall not have exercised the Retraction  Call  Right
with  respect to the Retracted Shares, the Corporation shall only
be  obligated to redeem Retracted Shares specified by a holder in
a Retraction Request to the extent of the maximum number that may
be  so  redeemed (rounded down to a whole number  of  shares)  as
would  not  be contrary to such provisions and shall  notify  the
holder at least two Business Days prior to the Retraction Date as
to  the number of Retracted Shares which will not be redeemed  by
the  Corporation.  In  any case in which the  redemption  by  the
Corporation  of  Retracted Shares would be contrary  to  solvency
requirements   or  other  provisions  of  applicable   law,   the
Corporation  shall  redeem Retracted Shares  in  accordance  with
section  6.2  of these Share Provisions on a pro rata  basis  and
shall issue to each holder of Retracted Shares a new certificate,
at  the  expense of the Corporation, representing  the  Retracted
Shares  not  redeemed by the Corporation pursuant to section  6.2
hereof.   Provided that the Retraction Request is not revoked  by
the holder in the manner specified in section 6.7, the holder  of
any  such  Retracted  Shares  not  redeemed  by  the  Corporation
pursuant to section 6.2 of these Share Provisions as a result  of
solvency requirements or other provisions of applicable law shall
be  deemed  by giving the Retraction Request to require  Apta  to
purchase such Retracted Shares from such holder on the Retraction
Date  or as soon as practicable thereafter on payment by Apta  to
such  holder of the Purchase Price for such Retracted Share,  all
as  more specifically provided in the Voting and Exchange  Agency
Agreement.

6.7  A holder of Retracted Shares may, by notice in writing given
by  the holder to the Corporation before the close of business on
the  Business  Day  immediately preceding  the  Retraction  Date,
withdraw  the Retraction Request, in which event such  Retraction
Request  shall  be null and void and, for greater certainty,  the
revocable offer constituted by the Retraction Request to sell the
Retracted  Shares to NovaScotiaco shall be deemed  to  have  been
revoked.

                            SECTION 7
      REDEMPTION OF EXCHANGEABLE SHARES BY THE CORPORATION

7.1  Subject to applicable law, and provided NovaScotiaco has not
exercised the Redemption Call Right, the Corporation shall on the
Redemption  Date  redeem all but not less than all  of  the  then
outstanding  Exchangeable Shares for an amount  per  Exchangeable
Share  (the  "Redemption Price") equal to (i) the Current  Market
Price  of  a Apta Common Share on the last Business Day prior  to
the  Redemption  Date (which shall be satisfied in  full  by  the
Corporation   causing  to  be  delivered  to   each   holder   of
Exchangeable  Shares one Apta Common Share for each  Exchangeable
Share  held  by  such  holder), plus, (ii)  the  Unpaid  Dividend
Amount,  if  any, on each such Exchangeable Share  held  by  such
holder  on any dividend record date which occurred prior  to  the
Redemption Date.

7.2   In  any  case of a redemption of Exchangeable Shares  under
this  section 7, the Corporation shall, at least sixty (60)  days
before  the  Redemption  Date  (other  than  a  Redemption   Date
established  in  connection with a Apta Control  Transaction,  an
Exchangeable  Share Voting Event or an Exempt Exchangeable  Share
Voting  Event),  send  or  cause to be sent  to  each  holder  of
Exchangeable Shares a notice in writing of the redemption by  the
Corporation or the purchase by NovaScotiaco under the  Redemption
Call  Right, as the case may be, of the Exchangeable Shares  held
by  such holder. In the case of a Redemption Date established  in
connection with a Apta Control Transaction, an Exchangeable Share
Voting  Event and an Exempt Exchangeable Share Voting Event,  the
written  notice of redemption by the Corporation or the  purchase
by  NovaScotiaco under the Redemption Call Right will be sent  on
or  before  the  Redemption Date, on as many days  prior  written
notice  as  may  be determined by the Board of Directors  of  the
Corporation  to  be reasonably practicable in the  circumstances.
In  any  such  case, such notice shall set out  the  formula  for
determining the Redemption Price or the Redemption Call  Purchase
Price,  as  the  case  may  be,  the  Redemption  Date  and,   if
applicable, particulars of the Redemption Call Right.

7.3   On or after the Redemption Date and subject to the exercise
by  NovaScotiaco  of  the Redemption Call Right  the  Corporation
shall  cause  to be delivered to the holders of the  Exchangeable
Shares  to  be  redeemed  the  Redemption  Price  for  each  such
Exchangeable  Share,  upon  presentation  and  surrender  at  the
registered  office  of the Corporation or at any  office  of  the
Transfer  Agent  as may be specified by the Corporation  in  such
notice of the certificates representing such Exchangeable Shares,
together  with  such other documents and instruments  as  may  be
required  to effect a transfer of Exchangeable Shares  under  the
Act  and  the  articles and by-laws of the Corporation  and  such
additional  documents and instruments as the Transfer  Agent  may
reasonably  require.  Payment of the total Redemption  Price  for
such  Exchangeable  Shares  shall be made  by  delivery  to  each
holder,  at  the address of the holder recorded in the securities
register  of  the Corporation or by holding for  pick-up  by  the
holder  at  the registered office of the Corporation  or  at  any
office  of  the  Transfer  Agent  as  may  be  specified  by  the
Corporation  in  such  notice, on behalf of  the  Corporation  of
certificates representing Apta Common Shares (which shares  shall
be duly issued as fully paid and non-assessable and shall be free
and  clear of any lien, claim or encumbrance) and, if applicable,
a  cheque of the Corporation payable at par at any branch of  the
bankers of the Corporation in payment of any such Unpaid Dividend
Amount, in each case, less any amounts withheld on account of tax
required to be deducted and withheld therefrom.  On and after the
Redemption  Date, the holders of the Exchangeable  Shares  called
for  redemption  shall cease to be holders of  such  Exchangeable
Shares and shall not be entitled to exercise any of the rights of
holders in respect thereof, other than the right to receive their
proportionate part of the total Redemption Price, unless  payment
of  the total Redemption Price for such Exchangeable Shares shall
not  be  made upon presentation and surrender of certificates  in
accordance  with  the foregoing provisions,  in  which  case  the
rights  of  the holders shall remain unaffected until  the  total
Redemption  Price  have  been  paid in  the  manner  hereinbefore
provided.  The Corporation shall have the right at any time after
the sending of notice of its intention to redeem the Exchangeable
Shares as aforesaid to deposit or cause to be deposited the total
Redemption  Price  for  the Exchangeable  Shares  so  called  for
redemption,   or   of  such  of  the  said  Exchangeable   Shares
represented  by certificates that have not at the  date  of  such
deposit  been  surrendered by the holders thereof  in  connection
with  such  redemption, in a custodial account with any chartered
bank or agent named in such notice, less any amounts withheld  on
account  of  tax required to be deducted and withheld  therefrom.
Upon  the  later  of such deposit being made and  the  Redemption
Date,  the  Exchangeable Shares in respect whereof  such  deposit
shall  have  been made shall be redeemed and the  rights  of  the
holders  thereof after such deposit or Redemption  Date,  as  the
case  may  be,  shall be limited to receiving their proportionate
part  of the total Redemption Price, for such Exchangeable Shares
so  deposited,  against presentation and surrender  of  the  said
certificates held by them, respectively, in accordance  with  the
foregoing  provisions. Upon such payment or deposit of the  total
Redemption, less any amounts withheld on account of tax  required
to  be  deducted  and  withheld therefrom,  the  holders  of  the
Exchangeable Shares shall thereafter be considered and deemed for
all purposes to be holders of the Apta Common Shares delivered to
them or the custodian on their behalf.

                            SECTION 8
                   CERTAIN RIGHTS OF PARENT TO
                   ACQUIRE EXCHANGEABLE SHARES

8.1  NovaScotiaco Liquidation Call Right.

(a)  NovaScotiaco   shall   have  the   overriding   right   (the
     "Liquidation Call Right"), in the event of and notwithstanding
     the  proposed liquidation, dissolution or winding-up of  the
     Corporation pursuant to section 5 of these Share Provisions, to
     purchase  from all but not less than all of the  holders  of
     Exchangeable Shares (other than any holder of Exchangeable Shares
     which is an Affiliate of Apta) on the Liquidation Date all but
     not less than all of the Exchangeable Shares held by each such
     holder on payment by NovaScotiaco of an amount per Exchangeable
     Share (the "Liquidation Call Purchase Price") equal to (i) the
     Current Market Price of a Apta Common Share on the last Business
     Day prior to the Liquidation Date (which shall be satisfied in
     full by NovaScotiaco causing to be delivered to such holder one
     Apta Common Share), plus (ii) the Unpaid Dividend Amount, if any,
     on  each such Exchangeable Share held by such holder on  any
     dividend record date which occurred prior to the date of purchase
     by NovaScotiaco. In the event of the exercise of the Liquidation
     Call Right by NovaScotiaco on the Liquidation Date on payment by
     NovaScotiaco to the holder of the Liquidation Call Purchase Price
     for each such share, the Corporation shall have no obligation to
     redeem such shares so purchased by NovaScotiaco.

(b)  To  exercise  the Liquidation Call Right, NovaScotiaco  must
     notify  the  Transfer Agent, as agent  for  the  holders  of
     Exchangeable  Shares, and the Corporation, of NovaScotiaco's
     intention to exercise such right at least 45 days before the
     Liquidation  Date  in  the case of a voluntary  liquidation,
     dissolution or winding-up of the Corporation and at least five
     Business Days before the Liquidation Date in the case of  an
     involuntary  liquidation, dissolution or winding-up  of  the
     Corporation.  The Transfer Agent will notify the holders  of
     Exchangeable  Shares as to whether or not  NovaScotiaco  has
     exercised the Liquidation Call Right forthwith after the expiry
     of  the  period  during which the same may be  exercised  by
     NovaScotiaco.  If NovaScotiaco exercises the Liquidation Call
     Right, then on the Liquidation Date NovaScotiaco will purchase
     and the holders will sell all of the Exchangeable Shares then
     outstanding for a price per share equal to the Liquidation Call
     Purchase Price.

(c)  For   the  purposes  of  completing  the  purchase  of   the
     Exchangeable Shares pursuant to the Liquidation Call  Right,
     NovaScotiaco shall deposit with the Transfer Agent, on or before
     the Liquidation Date, certificates representing the aggregate
     number of Apta Common Shares deliverable by NovaScotiaco and a
     cheque or cheques of NovaScotiaco payable at par at any branch of
     the bankers of NovaScotiaco representing the aggregate Unpaid
     Dividend Amount in payment of the total Liquidation Call Purchase
     Price, in each case, less any amounts withheld on account of tax
     required to be deducted and withheld therefrom. Provided that
     NovaScotiaco  has  complied with the  immediately  preceding
     sentence, on and after the Liquidation Date the rights of each
     holder of Exchangeable Shares will be limited to receiving such
     holder's  proportionate part of the total  Liquidation  Call
     Purchase Price payable by NovaScotiaco upon presentation and
     surrender  by  the  holder of certificates representing  the
     Exchangeable Shares held by such holder and the holder shall on
     and after the Liquidation Date be considered and deemed for all
     purposes to be the holder of the Apta Common Shares to which it
     is  entitled.  Upon  surrender to the Transfer  Agent  of  a
     certificate or certificates representing Exchangeable Shares,
     together with such other documents and instruments as may be
     required to effect a transfer of Exchangeable Shares under the
     Act and the articles and by-laws of the Corporation and such
     additional documents and instruments as the Transfer Agent may
     reasonably require, the holder of such surrendered certificate or
     certificates shall be entitled to receive in exchange therefore,
     and the Transfer Agent on behalf of NovaScotiaco shall deliver to
     such holder, certificates representing the Apta Common Shares to
     which  the  holder is entitled and a cheque  or  cheques  of
     NovaScotiaco payable at par at any branch of the bankers  of
     NovaScotiaco in payment of the remaining portion, if any, of the
     total Liquidation Call Purchase Price, in each case, less any
     amounts withheld on account of tax required to be deducted and
     withheld  therefrom.  If NovaScotiaco does not exercise  the
     Liquidation Call Right in the manner described above, on the
     Liquidation Date the holders of the Exchangeable Shares will be
     entitled to receive in exchange therefore the liquidation price
     otherwise payable by the Corporation in connection with  the
     liquidation,  dissolution or winding up of  the  Corporation
     pursuant to section 5 of these Share Provisions.

8.2  NovaScotiaco Redemption Call Right.

(a)  NovaScotiaco   shall   have  the   overriding   right   (the
     "Redemption Call Right"), notwithstanding the proposed redemption
     of the Exchangeable Shares by the Corporation pursuant to section
     7 of these Share Provisions, to purchase from all but not less
     than all of the holders of Exchangeable Shares (other than any
     holder of Exchangeable Shares which is an Affiliate of Apta) on
     the Redemption Date all but not less than all of the Exchangeable
     Shares held by each such holder on payment by the Corporation to
     each holder of an amount per Exchangeable Share (the "Redemption
     Call Purchase Price") equal to (i) the Current Market Price of a
     Apta  Common  Share on the last Business Day  prior  to  the
     Redemption Date (which shall be satisfied in full by NovaScotiaco
     causing to be delivered to such holder one Apta Common Share),
     plus  (ii)  the  Unpaid Dividend Amount,  if  any,  on  each
     Exchangeable Share held by such holder on any dividend record
     date which occurred prior to the Redemption Date. In the event of
     the exercise of the Redemption Call Right by NovaScotiaco, each
     holder shall be obligated to sell all the Exchangeable Shares
     held by the holder to NovaScotiaco on the Redemption Date on
     payment by NovaScotiaco to the holder of the Redemption Call
     Purchase Price for each such share, and the Corporation shall
     have  no  obligation to redeem such shares so  purchased  by
     NovaScotiaco.

(b)  To  exercise  the  Redemption Call Right, NovaScotiaco  must
     notify  the  Transfer Agent, as agent  for  the  holders  of
     Exchangeable  Shares, and the Corporation, of NovaScotiaco's
     intention to exercise such right at least 60 days before the
     Redemption Date, except in the case of a redemption occurring as
     a result of a Apta Control Transaction, an Exchangeable Share
     Voting Event or an Exempt Exchangeable Share Voting Event or such
     shorter period as may be agreed, in writing, by the Corporation,
     NovaScotiaco and the holders of the Exchangeable Shares, in which
     case NovaScotiaco shall so notify the Transfer Agent and the
     Corporation on or before the Redemption Date. The Transfer Agent
     will notify the holders of Exchangeable Shares as to whether or
     not  NovaScotiaco  has exercised the Redemption  Call  Right
     forthwith after the expiry of the period during which the same
     may be exercised by NovaScotiaco.  If NovaScotiaco exercises the
     Redemption Call Right, on the Redemption Date NovaScotiaco will
     purchase and the holders will sell all of the Exchangeable Shares
     then outstanding for a price per share equal to the Redemption
     Call Purchase Price.

(c)  For   the  purposes  of  completing  the  purchase  of   the
     Exchangeable Shares pursuant to the Redemption  Call  Right,
     NovaScotiaco shall deposit with the Transfer Agent, on or before
     the Redemption Date, certificates representing the aggregate
     number of Apta Common Shares deliverable by NovaScotiaco and a
     cheque or cheques of NovaScotiaco payable at par at any branch of
     the bankers of NovaScotiaco representing the aggregate Unpaid
     Dividend Amount in payment of the total Redemption Call Purchase
     Price, in each case, less any amounts withheld on account of tax
     required to be deducted and withheld therefrom. Provided that
     NovaScotiaco  has  complied with the  immediately  preceding
     sentence, on and after the Redemption Date the rights of each
     holder of Exchangeable Shares will be limited to receiving such
     holder's proportionate part of the total Redemption Call Purchase
     Price payable by NovaScotiaco upon presentation and surrender by
     the holder of certificates representing the Exchangeable Shares
     held  by  such holder and the holder shall on and after  the
     Redemption Date be considered and deemed for all purposes to be
     the holder of the Apta Common Shares to which it is entitled.
     Upon  surrender  to the Transfer Agent of a  certificate  or
     certificates representing Exchangeable Shares, together with such
     other documents and instruments as may be required to effect a
     transfer of Exchangeable Shares under the Act and the articles
     and by-laws of the Corporation and such additional documents and
     instruments as the Transfer Agent may reasonably require, the
     holder of such surrendered certificate or certificates shall be
     entitled to receive in exchange therefore, and the Transfer Agent
     on  behalf  of  NovaScotiaco shall deliver to  such  holder,
     certificates representing the Apta Common Shares to which the
     holder  is  entitled and a cheque or cheques of NovaScotiaco
     payable at par at any branch of the bankers of NovaScotiaco in
     payment of the remaining portion, if any, of the total Redemption
     Call Purchase Price, in each case, less any amounts withheld on
     account of tax required to be deducted and withheld therefrom.
     If NovaScotiaco does not exercise the Redemption Call Right in
     the manner described above, on the Redemption Date the holders of
     the Exchangeable Shares will be entitled to receive in exchange
     therefore  the  redemption price otherwise  payable  by  the
     Corporation in connection with the redemption of the Exchangeable
     Shares pursuant to section 7 of these Share Provisions.

                            SECTION 9
                    PURCHASE FOR CANCELLATION

9.1    Subject  to  applicable  law  and  the  articles  of   the
Corporation,  the Corporation may at any time and  from  time  to
time purchase for cancellation all or any part of the outstanding
Exchangeable Shares at any price by tender to all the holders  of
record  of  Exchangeable Shares then outstanding or  through  the
facilities of any stock exchange on which the Exchangeable Shares
are  listed  or  quoted at any price per share together  with  an
amount equal to the Unpaid Dividend Amount.  If in response to an
invitation  for tenders under the provisions of this  section  9,
more  Exchangeable  Shares are tendered  at  a  price  or  prices
acceptable to the Corporation than the Corporation is prepared to
purchase,  the  Exchangeable  Shares  to  be  purchased  by   the
Corporation  shall  be purchased as nearly as  may  be  pro  rata
according  to  the number of shares tendered by each  holder  who
submits  a  tender to the Corporation, provided that when  shares
are  tendered  at  different prices,  the  pro  rating  shall  be
effected (disregarding fractions) only with respect to the shares
tendered at the price at which more shares were tendered than the
Corporation  is  prepared to purchase after the  Corporation  has
purchased  all the shares tendered at lower prices. If part  only
of  the Exchangeable Shares represented by any certificate  shall
be  purchased, a new certificate for the balance of  such  shares
shall be issued at the expense of the Corporation.

                           SECTION 10
                          VOTING RIGHTS

10.1  Except  as  required by applicable law and  by  section  11
hereof,  the  holders  of the Exchangeable Shares  shall  not  be
entitled as such to receive notice of or to attend any meeting of
the  shareholders  of  the Corporation or to  vote  at  any  such
meeting.

                           SECTION 11
                     AMENDMENT AND APPROVAL

11.1   The   rights,  privileges,  restrictions,  and  conditions
attaching to the Exchangeable Shares may be added to, changed  or
removed  but  only  with  the approval  of  the  holders  of  the
Exchangeable Shares given as hereinafter specified.

11.2 Any approval given by the holders of the Exchangeable Shares
to  add to, change or remove any right, privilege, restriction or
condition  attaching  to the Exchangeable  Shares  or  any  other
matter  requiring the approval or consent of the holders  of  the
Exchangeable  Shares  shall be deemed to have  been  sufficiently
given  if  it shall have been given in accordance with applicable
law  subject  to  a  minimum requirement that  such  approval  be
evidenced  by  resolution  passed by  not  less  than  two-thirds
(2/3)of the votes cast on such resolution at a meeting of holders
of  Exchangeable Shares duly called and held at which the holders
of  at  least 50% of the outstanding Exchangeable Shares at  that
time  are present or represented by proxy; provided that,  if  at
any  such  meeting the holders of at least 50% of the outstanding
Exchangeable  Shares at that time are not present or  represented
by  proxy within one-half hour after the time appointed for  such
meeting,  then  the meeting shall be adjourned to such  date  not
less than five (5) days thereafter and to such time and place  as
may  be  designated  by  the Chairman of such  meeting.  At  such
adjourned  meeting the holders of Exchangeable Shares present  or
represented by proxy thereat may transact the business for  which
the meeting was originally called and a resolution passed thereat
by  the affirmative vote of not less than two-thirds (2/3) of the
votes  cast  on such resolution at such meeting shall  constitute
the  approval  or  consent  of the holders  of  the  Exchangeable
Shares.

                           SECTION 12
              RECIPROCAL CHANGES, ETC.  IN RESPECT
                     OF PARENT COMMON SHARES

12.1  Each holder of an Exchangeable Share acknowledges that  the
Support  Agreement provides, in part, that Apta will not  without
the  prior approval of the Corporation and the prior approval  of
the  holders of the Exchangeable Shares given in accordance  with
section 11.2 of these Share Provisions:

(a)  issue  or  distribute  Apta  Common  Shares  (or  securities
     exchangeable for or convertible into or carrying  rights  to
     acquire  Apta  Common  Shares) to  the  holders  of  all  or
     substantially all of the then outstanding Apta Common Shares by
     way of stock dividend or other distribution, other than an issue
     of  Apta  Common Shares (or securities exchangeable  for  or
     convertible  into or carrying rights to acquire Apta  Common
     Shares) to holders of Apta Common Shares who exercise an option
     to  receive  dividends in Apta Common Shares (or  securities
     exchangeable for or convertible into or carrying  rights  to
     acquire Apta Common Shares) in lieu of receiving cash dividends;

(b)  issue  or  distribute rights, options  or  warrants  to  the
     holders of all or substantially all of the then outstanding Apta
     Common Shares entitling them to subscribe for or to purchase Apta
     Common Shares (or securities exchangeable for or convertible into
     or carrying rights to acquire Apta Common Shares); or

(c)  issue  or  distribute to the holders of all or substantially
     all of the then outstanding Apta Common Shares:

     (i)  shares or securities of Apta of any class other than Apta
          Common Shares (other than shares convertible into or exchangeable
          for or carrying rights to acquire Apta Common Shares);

     (ii) rights, options or warrants other than those referred to in
          section 12.1 (b) above;

     (iii)     evidences of indebtedness of Apta; or

     (iv) assets of Apta,

     unless the economic equivalent on a per share basis of  such
     rights,   options,   securities,   shares,   evidences    of
     indebtedness  or  other  assets  is  issued  or  distributed
     simultaneously to holders of the Exchangeable Shares.

12.2  Each holder of an Exchangeable Share acknowledges that  the
Support  Agreement further provides, in part, that Apta will  not
without  the  prior  approval of the Corporation  and  the  prior
approval  of  the  holders of the Exchangeable  Shares  given  in
accordance with section 11.2 of these Share Provisions:

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

(b)  reduce,  combine, consolidate or change the then outstanding
     Apta Common Shares into a lesser number of Apta Common Shares; or

(c)  reclassify  or  otherwise change the Apta Common  Shares  or
     effect  an  amalgamation,  merger, reorganization  or  other
     transaction affecting the Apta Common Shares,

unless  the  same  or  an  economically equivalent  change  shall
simultaneously  be made to, or in, the rights of the  holders  of
the Exchangeable Shares.

12.3  Each holder of an Exchangeable Share acknowledges that  the
Support  Agreement further provides, in part, that the  aforesaid
provisions of the Support Agreement shall not be changed  without
the  approval of the holders of the Exchangeable Shares given  in
accordance with section 11.2 of these Share Provisions.

                           SECTION 13
       ACTIONS BY THE CORPORATION UNDER SUPPORT AGREEMENT
            AND VOTING AND EXCHANGE AGENCY AGREEMENT

13.1  The Corporation will take all such actions and do all  such
things  as shall be necessary or advisable to perform and  comply
with   and   to  ensure  performance  and  compliance  by   Apta,
NovaScotiaco  and  the  Corporation with all  provisions  of  the
Support  Agreement  and  Voting  and  Exchange  Agency  Agreement
applicable  to Apta and the Corporation, in accordance  with  the
terms  thereof  including, without limitation,  taking  all  such
actions  and  doing  all  such things as shall  be  necessary  or
advisable  to  enforce  to the fullest extent  possible  for  the
direct  benefit  of the Corporation all rights  and  benefits  in
favour of the Corporation under or pursuant to such agreement.

13.2  The  Corporation shall not propose, agree to  or  otherwise
give effect to any amendment to, or waiver or forgiveness of  its
rights or obligations under, the Support Agreement and Voting and
Exchange Agency Agreement without the approval of the holders  of
the Exchangeable Shares given in accordance with section 11.2  of
these Share Provisions other than such amendments, waivers and/or
forgiveness as may be necessary or advisable for the purposes of:

     (a)  adding  to the covenants of the other parties  to  such
          agreement for the protection of the Corporation or the holders of
          the Exchangeable Shares thereunder;

     (b)  making such provisions or modifications not inconsistent
          with such agreement as may be necessary or desirable with respect
          to matters or questions arising thereunder which, in the good
          faith opinion of the Board of Directors, it may be expedient to
          make, provided that the Board of Directors shall be of the good
          faith opinion, after consultation with counsel, that such
          provisions and modifications will not be prejudicial to the
          interests of the holders of the Exchangeable Shares; or

     (c)  making such changes in or corrections to such agreement
          which, on the advice of counsel to the Corporation, are required
          for the purpose of curing or correcting any ambiguity or defect
          or inconsistent provision or clerical omission or mistake or
          manifest error contained therein, provided that the Board of
          Directors shall be of the good faith opinion, that such changes
          or corrections will not be prejudicial to the interests of the
          holders of the Exchangeable Shares.


                           SECTION 14
                       LEGEND; CALL RIGHTS

14.1  The  certificates evidencing the Exchangeable Shares  shall
contain  or  have affixed thereto a legend in form and  on  terms
approved  by the Board of Directors, with respect to the  Support
Agreement, the provisions herein relating to the Liquidation Call
Right,  the  Retraction Call Right and the Redemption Call  Right
and  the  Voting  and  Exchange Agency Agreement  (including  the
provisions with respect to the voting rights, exchange right  and
automatic exchange thereunder).

14.2  Each holder of an Exchangeable Share, whether of record  or
beneficial,  by virtue of becoming and being such a holder  shall
be  deemed to acknowledge each of the Liquidation Call Right, the
Retraction  Call  Right and the Redemption Call  Right,  in  each
case,  in  favour of Apta, and the overriding nature  thereof  in
connection with the liquidation, dissolution or winding-up of the
Corporation  or  the  retraction or  redemption  of  Exchangeable
Shares, as the case may be, and to be bound thereby in favour  of
Apta as therein provided.

                           SECTION 15
                             NOTICES

15.1  Any  notice, request or other communication to be given  to
the  Corporation by a holder of Exchangeable Shares shall  be  in
writing  and  shall  be  valid and effective  if  given  by  mail
(postage  prepaid) or by telephonic or electronic means  (defined
as  telephone  calls or messages, facsimile messages,  electronic
mail, transmission through computer networks or any other similar
means) or by delivery to the registered office of the Corporation
and  addressed  to  the  attention of the  President.   Any  such
notice,  request  or  other  communication,  if  given  by  mail,
telecopy or delivery, shall only be deemed to have been given and
received upon actual receipt thereof by the Corporation.

15.2  Any  presentation and surrender by a holder of Exchangeable
Shares  to  the Corporation or the Transfer Agent of certificates
representing   Exchangeable  Shares  in   connection   with   the
liquidation, dissolution or winding-up of the Corporation or  the
retraction or redemption of Exchangeable Shares shall be made  by
registered  mail  (postage  prepaid)  or  by  delivery   to   the
registered  office of the Corporation or to such  office  of  the
Transfer  Agent as may be specified by the Corporation,  in  each
case,  addressed  to  the  attention  of  the  President  of  the
Corporation.  Any such presentation and surrender of certificates
shall  only be deemed to have been made and to be effective  upon
actual  receipt thereof by the Corporation or the Transfer Agent,
as  the  case  may  be.  Any such presentation and  surrender  of
certificates made by registered mail shall be at the sole risk of
the holder mailing the same.

15.3 Any notice, request or other communication to be given to  a
holder  of Exchangeable Shares by or on behalf of the Corporation
shall be in writing and shall be valid and effective if given  by
mail  (postage  prepaid) or by delivery to  the  address  of  the
holder recorded in the securities register of the Corporation or,
in  the  event  of the address of any such holder  not  being  so
recorded, then at the last known address of such holder,  in  all
cases  with  a  copy to the Agent.  Any such notice,  request  or
other  communication, if given by mail, shall be deemed  to  have
been  given and received on the third Business Day following  the
date  of  mailing and, if given by delivery, shall be  deemed  to
have been given and received on the date of delivery.  Accidental
failure  or  omission  to  give  any  notice,  request  or  other
communication to one or more holders of Exchangeable Shares shall
not  invalidate  or  otherwise alter  or  affect  any  action  or
proceeding to be taken by the Corporation pursuant thereto.

                           APPENDIX 1

                      NOTICE OF RETRACTION

     To:  InteliSys  Acquisition  Inc.  (the  "Corporation")  and
          InteliSys (Nova Scotia) Company ("NovaScotiaco")

          This  notice  is  given pursuant to section  6  of  the
     provisions  (the "Share Provisions") attaching to  the  non-
     voting exchangeable shares of the Corporation represented by
     the  certificate (the "Certificate") which accompanies  this
     notice  and  all capitalized words and expressions  used  in
     this  notice  that are defined in the Share Provisions  have
     the  meanings ascribed to such words and expressions in such
     Share Provisions.

          The  undersigned hereby notifies the Corporation  that,
     subject to the Retraction Call Right referred to below,  the
     undersigned  desires  to  have  the  Corporation  redeem  in
     accordance with section 6 of the Share Provisions:

          all share(s) represented by the Certificate; or

          ____________ share(s) only.

          The  undersigned  hereby notifies the Corporation  that
          the Retraction Date shall be

          NOTE:      the  Retraction Date must be a Business  Day
          and  must  not be less than 10 Business Days  nor  more
          than  15  Business Days after the date upon which  this
          notice  is  received by the Corporation.   If  no  such
          Business  Day  is specified above, the Retraction  Date
          shall  be deemed to be the 15th Business Day after  the
          date   on  which  this  notice  is  received   by   the
          Corporation.

          NOTE:      the  Retraction Date must be a Business  Day
          and  must  not be less than 10 Business Days  nor  more
          than  15  Business Days after the date upon which  this
          notice  is  received by the Corporation.   If  no  such
          Business  Day  is specified above, the Retraction  Date
          shall  be deemed to be the 15th Business Day after  the
          date   on  which  this  notice  is  received   by   the
          Corporation.

          The  undersigned acknowledges the overriding Retraction
     Call Right of NovaScotiaco to purchase all but not less than
     all  the Retracted Shares from the undersigned and that this
     notice is and shall be deemed to be a revocable offer by the
     undersigned  to sell such shares to Apta in accordance  with
     the  Retraction Call Right on the Retraction  Date  for  the
     Purchase Price and on the other terms and conditions set out
     in  section  6.3  of the Share Provisions.  This  notice  of
     retraction, and this offer to sell the Retracted  Shares  to
     Apta,  may be revoked and withdrawn by the undersigned  only
     by  notice in writing given to the Corporation at  any  time
     before the close of business on the Business Day immediately
     preceding the Retraction Date as provided in section 6.7  of
     the Share Provisions.

          The  undersigned acknowledges that if, as a  result  of
     solvency  provisions of applicable law, the  Corporation  is
     unable to redeem all Retracted Shares, the undersigned  will
     be  deemed to have exercised the Exchange Right (as  defined
     in  the  Voting  and  Exchange Agency Agreement)  so  as  to
     require  the  Corporation's Apta to purchase the  unredeemed
     Retracted Shares.

          The  undersigned hereby represents and warrants to  the
     Corporation and NovaScotiaco that the undersigned:

               is
               (select one)
               is not

          a non-resident of Canada for purposes of the Income Tax
     Act  (Canada).  The undersigned acknowledges  that,  in  the
     absence of an indication that the undersigned is not a  non-
     resident  of Canada, withholding on account of Canadian  tax
     may  be made from amounts payable to the undersigned on  the
     redemption or purchase of the Retracted Shares.

          The  undersigned hereby represents and warrants to  the
     Corporation and NovaScotiaco that the undersigned  has  good
     title  to,  and  owns,  the  share(s)  represented  by   the
     Certificate  to be acquired by the Corporation or  Apta,  as
     the  case  may be, free and clear of all liens,  claims  and
     encumbrances.

             Please check box if the securities and any cheque(s)
     resulting  from the retraction or purchase of the  Retracted
     Shares  are  to be held for pick-up by the shareholder  from
     the  Transfer  Agent, failing which the securities  and  any
     cheque(s)  will  be  mailed  to  the  last  address  of  the
     shareholder as it appears on the register.

          Date:


          Name of Person in Whose Name Securities or Cheque(s)
          are to be Registered, Issued or Delivered (please
          print)


          Street Address or P.O. Box


          Signature of Shareholder


          City, Province and Postal Code


          Signature Guaranteed by

          NOTE:     (1)  This  panel  must be completed  and  the
                  Certificate,  together  with  such   additional
                  documents  as  the Transfer Agent may  require,
                  must  be  deposited  with the  Transfer  Agent.
                  The  securities  and  any  cheque(s)  resulting
                  from   the  retraction  or  purchase   of   the
                  Retracted  Shares will be issued and registered
                  in,  and  made  payable to,  respectively,  the
                  name  of the shareholder as it appears  on  the
                  register  of the Corporation and the securities
                  and   any   cheque(s)   resulting   from   such
                  retraction  or  purchase will be  delivered  to
                  such  shareholder  as indicated  above,  unless
                  the  form appearing immediately below  is  duly
                  completed.

               (2)      If  this notice of retraction is for less
                  than  all  of  the  shares represented  by  the
                  Certificate,  a  certificate  representing  the
                  remaining    share(s)   of   the    Corporation
                  represented by the Certificate will  be  issued
                  and  registered in the name of the  shareholder
                  as   it   appears  on  the  register   of   the
                  Corporation,  unless the share  transfer  power
                  on  the reverse side of the Certificate is duly
                  completed in respect of such share(s).








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