Re: Sale by The Westaim Corporation to Sherritt International Inc. (the “Sale”) of the lands legally described as Lot 49 Block 1 Plan 042 4648; Lot 3 Plan 912 0267; Lot 27 Plan 962 3802; and, Lot 46, Block 1, Plan 032 6168; (the “Lands”) to close on...

Exhibit 99.3

The Westaim Corporation
00000 000 Xxxxxx
Xxxx Xxxxxxxxxxxx, Xxxxxxx
X0X 0X0

Nucryst Pharmaceuticals Corp.
00000 000 Xxxxxx
Xxxx Xxxxxxxxxxxx, Xxxxxxx
X0X 0X0


Re:		Sale by The Westaim Corporation to Sherritt International Inc. (the “Sale”) of the lands legally described as Lot 49 Block 1 Plan 042 4648; Lot 3 Plan 912 0267; Lot 27 Plan 962 3802; and, Lot 46, Block 1, Plan 032 6168; (the “Lands”) to close on or about April 30, 2007
		Fourth Amending Lease Agreement between Westaim and Nucryst Pharmaceuticals Corp. (“Nucryst”) respecting a Memorandum of Lease Agreement dated July 1, 2005 (the “Fourth Amending Lease Agreement”)
		AIMS 1 Second Amending Lease Agreement between Westaim and Nucryst respecting a Memorandum of Lease Agreement dated effective December 1^st, 2005 (the “Second Amending Lease Agreement”)
		The Fourth Amending Lease Agreement and the Second Amending Lease Agreement are collectively referred to herein as the “Amending Agreements”

It is hereby mutually agreed between Westaim and Nucryst that, in order to facilitate the Sale, and subject to the closing thereof:

1.		Xxxxxxx agrees to make payment of the sum of $900,000 to Nucryst (the “Payment”) as consideration for Nucryst’s agreement to amend the leases mentioned above in accordance with the terms and provisions of the Amending Agreements in forms agreed to by all of Nucryst, Westaim and Sherritt.

2.		The Amending Agreements shall be executed by both Xxxxxxx and Nucryst and delivered to Messrs. Xxxxx & Company LLP in escrow for the closing of the Sale.

3.		The Amending Agreements shall only become effective upon the closing of the Sale;

4.		Payment shall only be required upon closing of the Sale.

5.		Xxxxxxx hereby irrevocably authorizes, orders and directs Xxxxx & Company LLP to make the Payment from the proceeds of the Sale upon the closing.

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This document may be executed in counterparts.

Dated this 27 day of April, 2007.

Yours truly,

The Westaim Corporation

Per: /s/ Xxxxx X. Xxxx.

Agreed to:

Per: /s/ Xxxxx X. Xxxxxx

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