**Exhibit
        1(a)(i)**
  **BUSINESS
        CORPORATIONS ACT**
 (Section
        6)
 
 **ALBERTA
        CONSUMER AND CORPORATIONS AFFAIRS**
 
 **ARTICLES
        OF INCORPORATION**
 (Form
        1)
 
 **1.**
              **NAME
                  OF CORPORATION:**
 
 681673
        ALBERTA LTD.
 
 **2.**
              **THE
                  CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS
                  AUTHORIZED TO ISSUE:**
 
 An
                  unlimited number of common shares without nominal or par value,
                  having
                  attached thereto the rights, privileges, restrictions and conditions
                  set
                  out in Schedule “A” attached
                  hereto;
 
 An
                  unlimited number of preferred shares without nominal or par value,
                  having
                  attached thereto the rights, privileges, restrictions and conditions
                  set
                  out in Schedule “A” attached
                  hereto.
 
 **3.**
              **RESTRICTIONS
                  ON SHARE TRANSFERS (IF
                  ANY):**
 
 No
                  transfers of shares shall occur or be registered unless and until
                  the
                  directors have, by a resolution, approved the transfer and the
                  directors
                  shall be under no obligation to give such approval or to give any
                  reason
                  for withholding the same.
 
 **4.**
              **NUMBER,
                  OR MINIMUM AND MAXIMUM NUMBER, OF DIRECTORS THAT THE CORPORATION
                  MAY
                  HAVE:**
 
 Minimum
        -
        1; Maximum - 15
 
 **5.**
              **IF
                  THE CORPORATION IS RESTRICTED FROM CARRYING ON A CERTAIN BUSINESS,
                  OR
                  RESTRICTED TO CARRYING ON A CERTAIN BUSINESS, SPECIFY THE
                  RESTRICTION(S):**
 
 No
                  restrictions.
 
 **6.**
              **OTHER
                  RULES OR PROVISIONS (IF
                  ANY):**
 
 A.
              1.The
                  number of shareholders of the Corporation, exclusive
                  of
 
 (a)
              persons
                  who are in its employment or that of an affiliate;
                  and
 
 (b)
              persons,
                  who having been formerly in its employment or that of an affiliate,
                  were,
                  while in that employment, shareholders of the Corporation and have
                  continued to be shareholders of the Corporation after termination
                  of that
                  employment,
 
 is
        limited to not more than 50 persons; 2 or more persons who are the joint
        registered owners of one or more shares being counted as one
        shareholder.
 
 B.
              The
                  Corporation have a lien on the shares registered in the name of
                  a
                  shareholder or his legal representative for a debt of that shareholder
                  to
                  the Corporation. The Corporation may enforce such lien in accordance
                  with
                  its By-laws.
  C.
              The
                  directors may, between annual general meetings, appoint one or
                  more
                  additional directors of the Corporation to serve until the next
                  annual
                  meeting, but the number of additional directors shall not at any
                  time
                  exceed 1/3 of the number of directors who held office at the expiration
                  of
                  the last annual meeting of the
                  Corporation.
 
 D.
              Meetings
                  of shareholders of the Corporation may be held outside Alberta
                  at any
                  place within Canada or the United States of America as the Board
                  of
                  Directors of the Corporation may
                  determine.
  **7.**
                **DATE:**January
                    19, 1996
 ******INCORPORATORS
                  NAMES**
              **ADDRESS
                  (INCLUDING POSTAL CODE)**
              **SIGNATURE**Micheline
                  Marcyan
              1800,
                  800 - 5th Ave S.W.
                Calgary,
                  Alberta
                T2P
                  3T6
              /s/
                  Micheline Marcyan
 
 
  
  **SCHEDULE
        “A”**
 
 **TO
        THE ARTICLES OF INCORPORATION OF**
 
 **681873
        ALBERTA LTD.**
 
 There
        shall be attached to the common shares, the following rights, privileges,
        restrictions and conditions, namely:
 
 1. The
        holders of common shares shall be entitles to receive notice of, and to vote
        at
        every meeting of the shareholders of the Corporation and shall have one (1)
        vote
        thereat for each such common share so held.
 
 2. Subject
        to the rights privileges, restrictions and conditions attached to any preferred
        shares of the Corporation, the holders of common shares shall be entitled
        to
        receive such dividends as the directors may from time to time, by resolution,
        declare.
 
 3. Subject
        to the rights privileges, restrictions and conditions attached to any preferred
        shares of the Corporation, in the event of liquidation, dissolution or winding
        up of the Corporation or upon any distribution of the assets of the Corporation
        among shareholders being made (other than by way of dividend out of monies
        properly applicable to the payment of dividends) the holders of common shares
        shall be entitled to share pro rata.
  
  **SCHEDULE
        “B”**
 
 **TO
        THE ARTICLES OF INCORPORATION OF**
 
 **681873
        ALBERTA LTD.**
 
 There
        shall be attached to the preferred shares, the following rights, privileges,
        restrictions and conditions, namely:
 
 1. The
        directors of the Corporation may, from time to time, issue the preferred
        shares
        in one or more series, each series to consist of such number of shares as
        may
        before issuance thereof, be determined by the directors.
 
 2. The
        directors of the Corporation may, by resolution (subject as hereinafter
        provided) fix before issuance, the designation, rights, privileges, restrictions
        and conditions to attach to the preferred shares of each series, including,
        without limiting the generality of the foregoing, the rate, form, entitlement
        and payment of preferential dividends, the redemption price, terms, procedures
        and conditions or redemption, if any, voting rights and conversion rights
        (if
        any) and any sinking fund, purchase fund or other provisions attaching to
        the
        preferred shares of such series; and provided however, that no shares of
        any
        such series shall be issued until the directors have filed Articles of Amendment
        with the Registrar of Corporations, Province of Alberta, or such designated
        person in any other jurisdiction in which the Corporation may be
        contained.
 
 3. If
        any
        cumulative dividends or amounts payable on return of capital in respect of
        a
        series of shares are not paid in full, the shares of all series shall
        participate ratably in respect of accumulated dividends and return of
        capital.
 
 4. The
        preferred shares shall be entitled to preference over the common shares of
        the
        Corporation and any other shares of the Corporation ranking junior to the
        preferred shares with respect to the payment of dividends, if any, and in
        the
        distribution of assets in the event of 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, and may also be given such other preferences over the common
        shares of the Corporation and any other shares of the Corporation ranking
        junior
        to the preferred shares as may be fixed by the resolution of the directors
        of
        the Corporation as to the respective series authorized to be
        issued.
 
 5. The
        preferred shares of each series shall rank on a parity with the preferred
        shares
        of every other series with respect to priority in the payment of dividends
        and
        in the distribution of assets in the event of liquidation, dissolution or
        winding up of the Corporation, whether voluntary or involuntary exclusive
        of any
        conversion rights that may be affected the aforesaid.
 
 6. No
        dividends shall at any time be declared or paid on or set apart for payment
        on
        any shares of the Corporation ranking junior to the preferred shares unless
        all
        dividends, if any, up to and including the dividend payable for the last
        completed period for which such dividend shall be payable on each series
        of
        preferred shares then issued and outstanding shall have been declared or
        paid or
        set apart for payment at the date of such declaration or payment setting
        apart
        for payment on such shares of the Corporation ranking junior to the preferred
        shares nor shall the Corporation call for redemption or redeem or purchase
        for
        cancellation or reduce or otherwise pay off any of the preferred shares (less
        than the total amount then outstanding) or any shares of the Corporation
        ranking
        junior to the preferred shares unless all dividends up to and including the
        dividend payable, if any, for the last completed period for which such dividends
        shall be payable on each series of the preferred shares then issued and
        outstanding shall have been declared and paid on or set apart for payment
        at the
        date of such call for redemption, purchase, reduction or other
        payment.
 
 7. Preferred
        shares of any series may be purchased for cancellation or made subject to
        redemption by the Corporation out of capital pursuant to the provisions of
        the *Business
        Corporations Act* (Alberta),
        if the directors so provide in the resolution of the Board of Directors of
        the
        Corporation relating to the issuance of such preferred shares, and upon such
        other terms and conditions as may be specified in the designations, rights,
        privileges, restrictions and conditions attaching to the preferred shares
        of
        such series as set forth in the said resolution of the Board of Directors
        and
        the Articles of Amendment of the Corporation relating to the issuance of
        such
        series.
 
 8. The
        holders of the preferred shares shall not, as such, be entitled as of right
        to
        subscribe for or purchase or receive any part of any issue of shares or bonds,
        debentures or other securities of the Corporation now of hereafter
        authorized.
 
 9. No
        class
        of shares may be created or rights and privileges increased to rank in parity
        or
        priority with the rights and privileges of the preferred shares including,
        without limiting the generality of the foregoing, the rights of the preferred
        shares to receive dividends or to return of capital, without the approval
        of the
        holders of the preferred shares as required under the *Business
        Corporations Act* (Alberta).