P R O X Y

                Annual and Special Meeting of the Shareholders of
                                RTICA CORPORATION
                        to be held on November 12th, 2001

                 THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT
                              OF RTICA CORPORATION

The undersigned, a shareholder of Rtica Corporation (the "Corporation"), hereby
revoking any proxy heretofor given, does hereby appoint, WARREN ARSENEAU, or
instead of him, ROBERT STIKEMAN, or, instead of them or either of them,
_________________________________, proxy with full power of substitution, for
and in the name of the undersigned to attend the Annual and Special Meeting of
Shareholders of the Corporation to be held on Monday November 12, 2001 at The
Board of Trade, 1 First Canadian Place, Toronto, Ontario M5X 1C1 at the hour of
4:00 P.M (Toronto Time), and at any adjournments thereof, to the same extent and
with the same power as if the undersigned were personally present at the said
meeting or any adjournments thereof and, without limiting the generality of the
power hereby conferred, the nominees described above are specifically directed
to vote or withhold from voting the shares registered in the name of the
undersigned as noted below:

1.   VOTE [ ] WITHHOLD VOTE [ ] for the election of the persons proposed as
     directors in the Management Information Circular until the next Annual
     Meeting of the shareholders or until their successors shall be elected and
     shall qualify.

2.   VOTE FOR [ ] VOTE AGAINST [ ] or, if no specification is made, VOTE FOR
     authorizing the increase in the number of shares issuable under the
     Company's Stock Option Plan from 3,500,000 to 4,250,000.

3.   VOTE FOR [ ] VOTE AGAINST [ ] or, if no specification is made, VOTE FOR
     authorizing the advance approval of private placements.

4.   VOTE FOR [ ] VOTE AGAINST [ ] or, if no specification is made, VOTE FOR
     authorizing the re-appointment of auditors: KPMG and authorizing the
     directors to fix the auditor's remuneration.

5.   GRANT AUTHORIZATION [ ] WITHHOLD AUTHORIZATION [ ] In his discretion, the
     proxy is authorized to vote on such other issues as may properly come
     before the meeting.

                                       Dated ___________________________ , 2001.

__________________________________
Number of Common Shares

                                       _________________________________________
                                       Signature of Shareholder

                                       _________________________________________
                                       Name of Shareholder
                                       (Please print clearly)

                                       (SEE NOTES ON REVERSE)





NOTES:

(1)  A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON TO REPRESENT HIM AT THE
     MEETING OTHER THAN THE MANAGEMENT REPRESENTATIVES DESIGNATED IN THIS PROXY.
     SUCH RIGHT MAY BE EXERCISED BY INSERTING IN THE SPACE PROVIDED THE NAME OF
     THE OTHER PERSON THE SHAREHOLDER WISHES TO APPOINT. SUCH OTHER PERSON NEED
     NOT BE A SHAREHOLDER.

(2)  To be valid, this proxy must be signed and deposited with Equity Transfer
     Services Inc., 120 Adelaide Street West, Suite 420, Toronto, Ontario M5H
     4C3 not later than the close of business on November 9, 2001, or, if the
     meeting is adjourned, 48 hours (excluding Saturdays and holidays) before
     any adjournment of the meeting.

(3)  If an individual, please sign exactly as your shares are registered.

     If the shareholder is a corporation, this proxy must be executed by a duly
     authorized officer or attorney of the shareholder and, if the corporation
     has a corporate seal, its corporate seal should be affixed.

     If shares are registered in the name of an executor, administrator or
     trustee, please sign exactly as the shares are registered. If the shares
     are registered in the name of the deceased or other shareholder, the
     shareholder's name must be printed in the space provided, the proxy must be
     signed by the legal representative with his name printed below his
     signature and evidence of authority to sign on behalf of the shareholder
     must be attached to this proxy.

(4)  Reference is made to the accompanying management information circular for
     further information regarding completion and use of this proxy and other
     information relating to the meeting.

(5)  If a share is held by two or more persons, any one of them present or
     represented by proxy at a meeting of shareholders may, in the absence of
     the other or others, vote in respect thereof, but if more than one of them
     are present or represented by proxy they shall vote together in respect of
     the share so held.

(6)  If this proxy is not dated in the space provided, it is deemed to bear the
     date on which it is mailed by management of the Corporation.