EXHIBIT 1.3

                                    Articles





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                                    ARTICLES

                                     - OF -

                             CENTRASIA MINING CORP.
                          (INCORPORATION NO. C0709249)

                          (AS APPROVED BY THE DIRECTORS
                               ON OCTOBER 20, 2006
                             AND BY THE SHAREHOLDERS
                              ON NOVEMBER 17, 2006)

                                TABLE OF CONTENTS

PART 1  INTERPRETATION.........................................................1
PART 2  SHARES AND SHARE CERTIFICATES..........................................2
PART 3  ISSUE OF SHARES........................................................3
PART 4  SHARE REGISTERS........................................................4
PART 5  TRANSFER OF SHARES.....................................................4
PART 6  TRANSMISSION OF SHARES.................................................5
PART 7  ALTERATION OF AUTHORIZED SHARE STRUCTURE, ARTICLES
        AND NOTICE OF ARTICLES.................................................6
PART 8  PURCHASE OF SHARES.....................................................8
PART 9  BORROWING POWERS.......................................................8
PART 10 SHAREHOLDER MEETINGS...................................................9
PART 11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS...............................10
PART 12 VOTES OF SHAREHOLDERS.................................................13
PART 13 DIRECTORS.............................................................16
PART 14 ELECTION AND REMOVAL OF DIRECTORS.....................................17
PART 15 ALTERNATE DIRECTORS...................................................19
PART 16 POWERS AND DUTIES OF DIRECTORS........................................20
PART 17 DISCLOSURE OF INTEREST OF DIRECTORS AND SENIOR OFFICERS...............21
PART 18 PROCEEDINGS OF DIRECTORS..............................................23
PART 19 EXECUTIVE AND OTHER COMMITTEES........................................25
PART 20 OFFICERS..............................................................26
PART 21 INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS AND EMPLOYEES.........26
PART 22 DIVIDENDS AND RESERVE.................................................27
PART 23 DOCUMENTS, RECORDS AND REPORTS........................................29
PART 24 NOTICES...............................................................29
PART 25 SEAL..................................................................30
PART 26 PROHIBITIONS..........................................................31



                                      -i-

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                            BUSINESS CORPORATIONS ACT

                                    ARTICLES

                             CENTRASIA MINING CORP.
                          (INCORPORATION NO. C0709249)


                                     PART 1
                                 INTERPRETATION

1.1      In these Articles, unless the context otherwise requires:

         (a)      "Business  Corporations  Act" means the BUSINESS  CORPORATIONS
                  ACT (British  Columbia) or any  re-enactment,  replacement  or
                  amendment of such Act in force from time to time, and includes
                  all regulations  and amendments  thereto made pursuant to that
                  Act;

         (b)      "Company" means Centrasia Mining Corp.;

         (c)      "Directors",   "Board  of  Directors"  or  "Board"  means  the
                  Directors  or,  if the  Company  has  only one  Director,  the
                  Director of the Company for the time being;

         (d)      "legal  personal  representative"  means the personal or other
                  legal representative of the shareholder;

         (e)      "month" means calendar month;

         (f)      "registered  address"  of a Director  means the address of the
                  Director recorded in the register of directors of the Company;

         (g)      "registered address" of a shareholder means the address of the
                  shareholder recorded in the central securities register of the
                  Company;

         (h)      "registered  owner" or  "registered  holder" or "holder"  when
                  used with  respect to a share of the Company  means the person
                  registered in the central  securities  register of the Company
                  in respect of such share;

         (i)      "regulations" means the regulations from time to time in force
                  and made pursuant to the Business Corporations Act; and

         (j)      "seal"  means the  common  seal of the  Company,  if any.

1.2      Expressions  referring  to  writing  shall be  construed  as  including
printing,  lithography,   typewriting,   photography,   photocopying,  facsimile
transmission,   electronic   media  and  all  other  modes  of  representing  or
reproducing words in a visible form.


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1.3      Words  importing  the  singular  include  the plural and VICE VERSA and
words importing a male person include a female person and a corporation.

1.4      The  definitions in the Business  Corporations  Act and the definitions
and rules of construction in the  INTERPRETATION  ACT (British  Columbia) shall,
with the  necessary  changes,  so far as  applicable,  and  unless  the  context
requires  otherwise,  apply to these Articles.  If there is a conflict between a
definition  in the Business  Corporations  Act and a  definition  or rule in the
INTERPRETATION   ACT  (British   Columbia),   the  definition  in  the  Business
Corporations Act shall prevail.

1.5      The  provisions  contained  in  Table  1 to the  Business  Corporations
Regulation shall not apply to the Company.


                                     PART 2
                          SHARES AND SHARE CERTIFICATES

2.1      The authorized  share  structure of the Company shall consist of shares
of a class  or  classes,  which  may be  divided  into  one or more  series,  as
described in the Notice of Articles of the Company.  Each class of issued shares
shall be evidenced by a distinct form of  certificate.  Every share  certificate
issued by the Company  shall be in such form as the  Directors  may approve from
time to time and shall comply  with,  and be signed as required by, the Business
Corporations Act.

2.2      Every  shareholder is entitled,  without charge, to (a) one certificate
representing  the  share  or  shares  of  each  class  held  by  him;  or  (b) a
non-transferable  written  acknowledgement of the shareholder's  right to obtain
such a  certificate,  provided that in respect of a share or shares held jointly
by several  shareholders,  the Company shall not be bound to issue more than one
certificate,  and delivery of a certificate  for a share to one of several joint
registered holders or to his duly authorized agent shall be sufficient  delivery
to all.  The  Company  shall  not be bound to  issue  certificates  representing
redeemable shares if such shares are to be redeemed within one month of the date
on which they were allotted.

2.3      Any share certificate or non-transferable  written  acknowledgment of a
shareholder's right to obtain a share certificate may be sent to the shareholder
by mail at the shareholder's  registered address and neither the Company nor any
transfer  agent  shall be  liable  for any loss  occasioned  to the  shareholder
resulting   from  the  loss  or  theft  of  any  such   share   certificate   or
acknowledgement so sent.

2.4      If a share certificate or a non-transferable  written acknowledgment of
the shareholder's right to obtain a share certificate:

         (a)      is worn out or defaced,  the Directors may, upon production to
                  the Company of the certificate or the  acknowledgment and upon
                  such other  terms,  if any,  as they may think fit,  order the
                  certificate or  acknowledgment to be cancelled and issue a new
                  certificate or acknowledgment in lieu thereof; or


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         (b)      is lost,  stolen or destroyed,  the Directors  may, upon proof
                  thereof to their satisfaction and upon such indemnity, if any,
                  being  given  as they  consider  adequate,  issue a new  share
                  certificate  or  acknowledgment  in lieu thereof to the person
                  entitled  to such lost,  stolen or  destroyed  certificate  or
                  acknowledgment.

2.5      If  a  share  certificate  represents  more  than  one  share  and  the
registered  owner thereof  surrenders  it to the Company with a written  request
that the Company issue in his name two or more  certificates each representing a
specified number of shares and in the aggregate  representing the same number of
shares as the  certificate  so  surrendered,  the  Directors  shall  cancel  the
certificate so surrendered and issue in lieu thereof  certificates in accordance
with such request.

2.6      If a shareholder  owns shares of a class or series  represented by more
than one share certificate and surrenders the certificates to the Company with a
written request that the Company issue in his name one certificate  representing
in the aggregate the same number of shares as the  certificates  so surrendered,
the Directors  shall cancel the  certificates  so surrendered  and issue in lieu
thereof a certificate in accordance with such request.

2.7      The Directors  may from time to time  determine the amount of a charge,
not  exceeding  an amount  prescribed  by the Business  Corporations  Act or the
regulations, to be imposed for each certificate issued pursuant to Articles 2.4,
2.5 and 2.6.

2.8      Except as required by law,  statute or these Articles,  no person shall
be  recognized  by the  Company  as holding  any share  upon any trust,  and the
Company  shall not be bound by or compelled  in any way to recognize  (even when
having notice thereof) any equitable,  contingent, future or partial interest in
any share or in any  fractional  part of a share or (except as  provided by law,
statute or these  Articles or as ordered by a court of  competent  jurisdiction)
any  other  rights in  respect  of any share  except  an  absolute  right to the
entirety thereof in its registered holder.


                                     PART 3
                                 ISSUE OF SHARES

3.1      Subject to the Business  Corporations Act and the rights of the holders
of issued  shares of the Company,  the shares of the Company  shall be under the
control of the Directors, who may issue, allot, sell or otherwise dispose of the
unissued  shares,  and issued shares held by the Company,  at the times,  to the
persons, including Directors, in the manner, on the terms and conditions and for
the issue  prices  (including  any premium at which shares with par value may be
issued) that the Directors may  determine.  The issue price for a share with par
value must be equal to or greater than the par value of the share.

3.2      The Company may at any time,  pay a  reasonable  commission  or allow a
reasonable  discount  to any  person  in  consideration  of his  subscribing  or
agreeing to subscribe,  whether  absolutely or conditionally,  for shares of the
Company, or procuring or agreeing to procure  subscriptions,  whether absolutely
or conditionally,  for any such shares. The Directors shall determine,  in their
sole discretion, what is reasonable in the circumstances.



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3.3      The Company may pay such brokerage fee or other consideration as may be
lawful for or in connection  with the sale or placement of its  securities.  3.4
Except as provided for by the Business  Corporations Act, no share may be issued
until  it  is  fully  paid  and  the  Company   shall  have  received  the  full
consideration therefor in cash, property or past services actually performed for
the Company. A document evidencing  indebtedness of the allottee is not property
for the purpose of this Article

3.4.     The value of property or services  for the purpose of this  Article 3.4
shall be the value  determined  by the Directors by resolution to be, in all the
circumstances of the transaction, no greater than the fair market value thereof.
The full  consideration  received for a share issued by way of dividend shall be
the amount determined by the Directors to be the amount of the dividend.

3.5      Subject to the Business  Corporations  Act, the Company may issue share
purchase  warrants,  options  and rights upon such terms and  conditions  as the
Directors  determine,  which share purchase warrants,  options and rights may be
issued alone or in conjunction with debentures,  debenture stock,  bonds, shares
or any other securities issued or created by the Company from time to time.


                                     PART 4
                                 SHARE REGISTERS

4.1      The Company shall maintain at its records office or at another location
in British Columbia designated by the Directors a central securities register as
required by the  Business  Corporations  Act.  The Company may  maintain  branch
securities  registers  at any  locations  inside  or  outside  British  Columbia
designated  by the  Directors.  The  Directors  may  appoint  one or more  trust
companies or other persons  authorized by the Business  Corporations Act (as the
case may be, a "trust  company") to maintain the  aforesaid  central  securities
register and branch securities registers.  The Directors may also appoint one or
more trust  companies,  including  the trust  company  which  keeps the  central
securities  register,  as  transfer  agent for its shares or any class or series
thereof,  as the case may be, and the same or another trust company or companies
as registrar for its shares or any class or series thereof,  as the case may be.
The Directors may  terminate  the  appointment  of any such trust company at any
time and may appoint another trust company in its place.

4.2      The  Company  shall  not at  any  time  close  its  central  securities
register.


                                     PART 5
                               TRANSFER OF SHARES

5.1      A transfer of a share of the Company must not be registered unless:

         (a)      a duly signed  instrument  of transfer in respect of the share
                  has been received by the Company;

         (b)      if a share  certificate  has been  issued  by the  Company  in
                  respect of the share to be transferred, that share certificate
                  has been surrendered to the Company; and



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         (c)      if  a   non-transferable   written   acknowledgement   of  the
                  shareholder's  right to  obtain a share  certificate  has been
                  issued  by  the   Company  in  respect  of  the  share  to  be
                  transferred,  that acknowledgement has been surrendered to the
                  Company.

5.2      The instrument of transfer shall be in the form, if any, on the back of
the Company's share certificates or in such other form as the Directors may from
time to time approve.  If the Directors so require,  each instrument of transfer
shall be in respect of only one class of shares.  Except to the extent  that the
Business  Corporations Act may otherwise provide, the transferor shall be deemed
to remain the holder of the share until the name of the transferee is entered in
the  central  securities  register  or a branch  securities  register in respect
thereof.

5.3      The  signature of the  registered  owner of any shares,  or of his duly
authorized attorney,  upon an authorized instrument of transfer shall constitute
a complete and sufficient authority to the Company, its Directors,  officers and
agents to register in the name of the  transferee as named in the  instrument of
transfer the number of shares  specified  therein or, if no number is specified,
all the shares of the registered owner represented by the share  certificates or
set  out in  the  written  acknowledgments  deposited  with  the  instrument  of
transfer.  If no  transferee  is  named  in  the  instrument  of  transfer,  the
instrument of transfer shall  constitute a complete and sufficient  authority to
the Company, its Directors,  officers and agents to register, in the name of the
person on whose  behalf the  instrument  is  deposited  with the Company for the
purpose of having the transfer registered, the number of shares specified in the
instrument of transfer or, if no number is specified, all the shares represented
by all share  certificates or set out in all written  acknowledgments  deposited
with the instrument of transfer.

5.4      The Company and its  Directors,  officers and agents shall not be bound
to enquire  into nor as to the title of the person named in the form of transfer
as transferee or, if no person is named therein as transferee,  of the person on
whose behalf the  instrument is deposited for the purpose of having the transfer
registered,  or be liable for any claim related to  registering  the transfer by
the  shareholder or by any  intermediate  owner or holder of the shares,  or any
interest in the shares, or any share certificate  representing such shares or of
any written  acknowledgement  of a right to obtain a share  certificate for such
shares.

5.5      There  shall be paid to the Company in respect of the  registration  of
any transfer such sum, if any, as the Directors may from time to time determine.


                                     PART 6
                             TRANSMISSION OF SHARES

6.1      In the case of the death of a  shareholder,  the  survivor or survivors
where  the  deceased  was a joint  registered  holder of  shares,  and the legal
personal  representative  of the  deceased  shareholder  where  he was the  sole
holder,  shall be the only persons recognized by the Company as having any title
to  his  interest  in  the  shares.   Before   recognizing  any  legal  personal
representative  the Directors may require him to produce a Court  certified copy
of a grant of probate or letters of administration,  or grant of representation,
will, order or other instrument or other evidence of the death under which title
to the shares is claimed to vest,  and produce such documents and do such things
as the Business Corporations Act requires.


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6.2      Upon  the  death  or   bankruptcy  of  a   shareholder,   his  personal
representative  or trustee in  bankruptcy,  as the case may be,  although  not a
shareholder,  shall have the same rights, privileges and obligations that attach
to the shares  formerly  held by the  deceased  or bankrupt  shareholder  if the
documents  and steps  required in that regard by the Business  Corporations  Act
shall have been deposited with the Company.

6.3      Any person becoming  entitled to a share in consequence of the death or
bankruptcy  of a  shareholder  shall,  upon such  documents  and evidence  being
produced  to the  Company as the  Business  Corporations  Act  requires,  or who
becomes  entitled  to a share  as a result  of an order of a Court of  competent
jurisdiction  or a  statute,  have  the  right  either  to  be  registered  as a
shareholder in his representative capacity in respect of such share or, if he is
a personal representative or trustee in bankruptcy,  instead of being registered
himself,  to make such transfer of the share as the deceased or bankrupt  person
could have made.  Notwithstanding the foregoing, the Directors shall, as regards
a transfer by a personal representative or trustee in bankruptcy,  have the same
right, if any, to decline or suspend  registration of a transferee as they would
have in the case of a transfer of a share by the  deceased  or  bankrupt  person
before the death or bankruptcy.


                                     PART 7
    ALTERATION OF AUTHORIZED SHARE STRUCTURE, ARTICLES AND NOTICE OF ARTICLES

7.1      Subject to Article 7.6 and the provisions of the Business  Corporations
Act, the Directors may by resolution  change the authorized  share  structure of
the Company by:

         (a)      creating one or more classes or series of shares;

         (b)      increasing,  reducing or  eliminating  the  maximum  number of
                  shares  that the  Company  is  authorized  to issue out of any
                  class or series of shares;

         (c)      establishing  a maximum  number of shares  that the Company is
                  authorized  to issue out of any class or series of shares  for
                  which no maximum is established;

         (d)      subdividing all or any of the unissued,  or fully paid issued,
                  shares of the  Company  with par value into  shares of smaller
                  par value;

         (e)      subdividing all or any of the unissued,  or fully paid issued,
                  shares of the Company without par value;

         (f)      consolidating  all  or  any of the  unissued,  or  fully  paid
                  issued,  shares of the  Company  with par value into shares of
                  larger par value;

         (g)      consolidating  all  or  any of the  unissued,  or  fully  paid
                  issued, shares of the Company without par value;

         (h)      if the  Company is  authorized  to issue  shares of a class of
                  shares  with par value:


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                  (i)      decrease the par value of those shares; or

                  (ii)     increase the par value of those shares if none of the
                           shares  of that  class  of  shares  are  allotted  or
                           issued;

         (i)      eliminate any class or series of shares of the Company if none
                  of the shares of that  class or series of shares are  allotted
                  or issued;

         (j)      change  all or any of the  unissued,  or  fully  paid  issued,
                  shares of the Company  with par value into shares  without par
                  value;

         (k)      change all or any of the  unissued  shares  without  par value
                  into shares of the Company with par value;

         (l)      alter  the  identifying  name  of  any of  the  shares  of the
                  Company; and

         (m)      otherwise alter the authorized  share structure of the Company
                  when   required  or   permitted  to  do  so  by  the  Business
                  Corporations Act.

7.2      The Directors  may, by  resolution,  authorize and cause the Company to
alter its Notice of  Articles  to reflect  any  change in the  authorized  share
structure of the Company pursuant to Article 7.1 or otherwise.

7.3      The Company may, by ordinary resolution:

         (a)      create  special rights or  restrictions  for, and attach those
                  special rights or restrictions  to, the shares of any class or
                  series of shares,  whether  or not any or all of those  shares
                  have been issued; or

         (b)      vary or delete any special rights or restrictions  attached to
                  the  shares of any class or series of  shares,  whether or not
                  any or all of those shares have been issued.

7.4      The  Company  may,  by ordinary  resolution,  alter  these  Articles to
reflect  any such  creation  and  attachment,  variation  or deletion of special
rights or restrictions pursuant to Article 7.3.

7.5      Notwithstanding  anything  else  contained  in this Part 7, no right or
special right  attached to issued  shares may be  prejudiced or interfered  with
unless the shareholders holding shares of the class or series of shares to which
the right or special right is attached consent by a separate special  resolution
of those shareholders.

7.6      Notwithstanding  Article  7.1,  if any change in the  authorized  share
structure of the Company  would result in a right or special  right  attached to
issued  shares  being   prejudiced  or  interfered   with,   special  rights  or
restrictions  being  created  and  attached  to a class or  series  of shares or
special rights and  restrictions  being varied or deleted from a class or series
of shares,  the change must be  authorized  as provided  for in Articles 7.4 and
7.5.


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7.7      Unless a different  type of  resolution  is  required  by the  Business
Corporations  Act or these Articles,  the Directors may by resolution  authorize
and cause the Company to make any alterations to its Notice of Articles or these
Articles. Without limiting the generality of the foregoing, the Directors may by
resolution  authorize  and cause the  Company to alter its Notice of Articles in
order to change its name.

7.8      Unless  these  Articles  otherwise  provide,  the  provisions  of these
Articles  relating to  shareholder  meetings  shall  apply,  with the  necessary
changes and so far as they are applicable,  to a class meeting or series meeting
but the quorum at a class meeting or series  meeting shall be one person holding
or representing by proxy one-third of the shares affected.


                                     PART 8
                               PURCHASE OF SHARES

8.1      Subject to the special rights and  restrictions  attached to the shares
of any class or series and the Business  Corporations Act, the Company may, by a
resolution of the Directors,  purchase or otherwise acquire any of its shares at
the price and upon the terms specified in such resolution.  The Company must not
make a payment or provide  any other  consideration  to  purchase  or  otherwise
acquire any of its shares if there are reasonable grounds for believing that the
Company is insolvent or that making the payment or providing  the  consideration
would render the Company insolvent.

8.2      If the  Company  retains  a  share  redeemed,  purchased  or  otherwise
acquired  by it, the Company may sell,  gift or  otherwise  dispose of the share
but, while such share is held by the Company,  the Company:

         (a)      is  not  entitled  to  vote  the  share  at a  meeting  of its
                  shareholders;

         (b)      must not pay a dividend in respect of the share; and

         (c)      must not make any other distribution in respect of the share.


                                     PART 9
                                BORROWING POWERS

9.1      The Directors may from time to time in their  discretion  authorize and
cause the Company to:

         (a)      borrow money in such amount, in such manner, on such security,
                  from such sources and upon such terms and  conditions  as they
                  think fit;

         (b)      guarantee the repayment of money borrowed by any person or the
                  performance of any obligation of any person;

         (c)      issue  bonds,  debentures,  notes and other  debt  obligations
                  either outright or as continuing security for any indebtedness
                  or  liability,  direct  or  indirect,  or  obligations  of the
                  Company or of any other person; and

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         (d)      mortgage,  charge  (whether  by way of a specific  or floating
                  charge),  grant a security  interest in or give other security
                  on the undertaking or on the whole or any part of the property
                  and assets of the Company, both present and future.

9.2      Any bonds,  debentures,  notes or other debt obligations of the Company
may be  issued  at a  discount,  premium  or  otherwise  and  with  any  special
privileges as to redemption, surrender, drawing, allotment of or conversion into
or exchange for shares or other securities,  attending and voting at meetings of
the  shareholders of the Company,  appointment of Directors or otherwise and may
by their terms be assignable free from any equities  between the Company and the
person to whom they were issued or any  subsequent  holder  thereof,  all as the
Directors may determine.


                                    PART 10
                              SHAREHOLDER MEETINGS

10.1     Unless an annual  general  meeting is deferred or waived in  accordance
with the  Business  Corporations  Act,  the Company  must hold its first  annual
general meeting within 18 months after the date on which it was  incorporated or
otherwise  recognized,  and after  that must hold an annual  general  meeting at
least  once in each  calendar  year and not more than 15  months  after the last
annual  reference  date at such  time  and  place  as may be  determined  by the
Directors.

10.2     If all the  shareholders  who are entitled to vote at an annual general
meeting consent by unanimous  resolution under the Business  Corporations Act to
all of the business  that is required to be  transacted  at that annual  general
meeting,  the annual general  meeting is deemed to have been held on the date of
the unanimous  resolution.  The shareholders  must, in any unanimous  resolution
passed under this Article 10.2,  select as the Company's annual reference date a
date that would be appropriate for the holding of the applicable  annual general
meeting.

10.3     The  Directors  may,  whenever  they  think  fit,  convene a meeting of
shareholders.

10.4     The  Company  must send  notice of the date,  time and  location of any
meeting of  shareholders,  in the manner provided in these Articles,  or in such
other manner,  if any, as may be prescribed by ordinary  resolution  (whether or
not  previous  notice  of the  resolution  has  been  given  or  not),  to  each
shareholder  entitled to attend the meeting, to each director and to the auditor
of the Company,  unless these Articles otherwise provide, at least the following
number of days before the meeting:

         (a)      if and for so long as the  Company  is a  public  company,  21
                  days; and

         (b)      otherwise, 10 days.

10.5     The  accidental  omission  to send  notice  of any  meeting  to, or the
non-receipt  of any notice by, any of the  persons  entitled  to notice does not
invalidate any  proceedings at that meeting.  Any person entitled to notice of a
meeting of shareholders may, in writing or otherwise, waive or reduce the period
of notice of such meeting.


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10.6     The  Directors  may set a date as the  record  date for the  purpose of
determining the  shareholders  entitled to vote at any meeting of  shareholders.
The record  date must not precede the date on which the meeting is to be held by
more  than two  months  or, in the case of a general  meeting  requisitioned  by
shareholders  under the Business  Corporations Act, by more than four months. If
no record date is set,  the record date is 5:00 p.m.  local time at the place of
the Company's records office on the day immediately  preceding the first date on
which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.7     If a meeting of shareholders is to consider special business within the
meaning of Article 11.1, the notice of meeting must:

         (a)      state the general nature of the special business; and

         (b)      if  the  special  business  includes  considering,  approving,
                  ratifying, adopting or authorizing any document or the signing
                  of or giving of effect to any document,  have attached to it a
                  copy of the  document  or  state  that a copy of the  document
                  shall be available for inspection by shareholders:

                  (i)      at the  Company's  records  office,  or at such other
                           reasonably accessible location in British Columbia as
                           is specified in the notice; and

                  (ii)     during  statutory  business  hours on any one or more
                           specified days before the date set for the holding of
                           the  meeting.


                                     PART 11
                     PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1     At a  meeting  of  shareholders,  the  following  business  is  special
business:

         (a)      at an annual general meeting, all business is special business
                  with  the  exception  of the  conduct  of and  voting  at such
                  meeting,  consideration  of the financial  statements  and any
                  reports of the  Directors  or auditor,  fixing or changing the
                  number of Directors, the election or appointment of Directors,
                  the appointment of an auditor,  fixing of the  remuneration of
                  the auditor, business arising out of a report of the Directors
                  not  requiring  the  passing  of a  special  resolution  or an
                  exceptional  resolution  and any other business  which,  under
                  these  Articles  or  the  Business  Corporations  Act  may  be
                  transacted at a meeting of  shareholders  without prior notice
                  thereof being given to the shareholders; and

         (b)      at a meeting  of  shareholders  that is not an annual  general
                  meeting,  all  business is special  business  except  business
                  relating to the conduct of or voting at the meeting.

11.2     The  majority  of votes  required  for the  Company  to pass a  special
resolution at a meeting of  shareholders  is two-thirds of the votes cast on the
resolution.



                                     - 10 -

<PAGE>


11.3     No business,  other than the election of a chair of the meeting and the
adjournment  of the meeting,  may be transacted  at any meeting of  shareholders
unless a quorum of shareholders  entitled to vote is present at the commencement
of the meeting, but a quorum need not be present throughout the meeting.

11.4     Subject to the special rights and  restrictions  attached to the shares
of any class or series of shares,  the quorum for the transaction of business at
a meeting of  shareholders  is two persons who are, or who  represent  by proxy,
shareholders  who,  in the  aggregate,  hold at  least 5% of the  issued  shares
entitled to be voted at the meeting.  If there is only one shareholder  entitled
to vote at a meeting  of  shareholders  then the quorum is one person who is, or
who  represents by proxy,  that  shareholder  and that  shareholder,  present in
person or by proxy, may constitute the meeting.

11.5     The Directors, the senior officers of the Company, the solicitor of the
Company,  the auditor of the Company (if any) and any other  persons  invited by
the  directors are entitled to attend any meeting of  shareholders,  but no such
person  shall be counted in the quorum or be  entitled to vote at any meeting of
the shareholders unless that person is a shareholder or proxy holder entitled to
vote at such meeting.

11.6     If within half an hour  following  the time  appointed for a meeting of
shareholders,  a quorum  is not  present,  the  meeting,  if  convened  upon the
requisition of shareholders,  shall be dissolved.  In any other case the meeting
shall  stand  adjourned  to the same day in the next week,  at the same time and
place,  and, if at the adjourned  meeting a quorum is not present within half an
hour following the time appointed for the meeting, the person or persons present
and being, or  representing by proxy, a shareholder or shareholders  entitled to
attend and vote at the meeting shall be a quorum.

11.7     The  Chair of the Board or in his  absence,  or if there is no Chair of
the Board,  the  President or in his  absence,  or if there is no  President,  a
Vice-President,  if any,  shall be entitled to preside as chair at every meeting
of the shareholders of the Company.

11.8     If at any  general  meeting  neither  the  Chair of the  Board  nor the
President  nor a  Vice-President  is present  within 15  minutes  after the time
appointed  for holding the meeting or if any of them is present and none of them
is willing to act as chair,  or if they have advised the  Secretary  (if any) or
any  director  present  at the  meeting  that they  shall not be  present at the
meeting, the Directors present shall choose one of their number or the solicitor
of the Company to be chair, or if all the Directors present and the solicitor of
the  Company  decline  to take the  chair or shall  fail to so  choose  or if no
Director or solicitor of the Company is present,  the  shareholders  entitled to
vote at the  meeting who are present in person or by proxy may choose any person
present at the meeting to chair the meeting.

11.9     The chair of a meeting of  shareholders  may, and if so directed by the
meeting must, adjourn the meeting from time to time and from place to place, but
no business may be transacted  at any adjourned  meeting other than the business
left  unfinished at the meeting from which the  adjournment  took place.  When a
meeting is adjourned for 30 days or more,  notice of the adjourned meeting shall
be given as in the case of the original meeting. Save as aforesaid, it shall not


                                     - 11 -

<PAGE>


be necessary to give any notice of an adjourned meeting or of the business to be
transacted at an adjourned meeting.

11.10    No motion proposed at a meeting of shareholders need be seconded unless
the chair of the meeting rules otherwise,  and the chair may propose or second a
motion.

11.11    Subject to the  provisions  of the  Business  Corporations  Act,  every
motion or questions put to a vote at a meeting of shareholders  shall be decided
on a show of hands,  unless  (before or on the  declaration of the result of the
show of  hands) a poll is  directed  by the  chair or  demanded  by at least one
shareholder  entitled  to vote who is present  in person or by proxy.  The chair
shall declare to the meeting the decision on every  question in accordance  with
the result of the show of hands or the poll,  and such decision shall be entered
in the record of proceedings  of the Company.  A declaration by the chair that a
motion or question has been carried by the necessary majority or is defeated is,
unless a poll is  directed by the chair or demanded  under this  Article  11.11,
conclusive  evidence  without  proof of the  number or  proportion  of the votes
recorded in favour of or against that motion or question.

11.12    The chair of the meeting shall be entitled to vote any shares  carrying
the right to vote held by him but in the case of an equality  of votes,  whether
on a show of hands or on a poll,  the chair  shall not have a second or  casting
vote  in  addition  to the  vote or  votes  to  which  he may be  entitled  as a
shareholder.

11.13    No poll may be demanded on the election of a chair.  A poll demanded on
a question of adjournment shall be taken forthwith. A poll demanded on any other
question  shall be taken as soon as, in the opinion of the chair,  is reasonably
convenient,  but in no event later than seven days after the meeting and at such
time and place  and in such  manner as the  chair of the  meeting  directs.  The
result of the poll  shall be deemed to be the  resolution  of and  passed at the
meeting at which the poll was demanded.  Any business other than that upon which
the poll has been demanded may be proceeded with pending the taking of the poll.
A demand  for a poll may be  withdrawn  by the person  who  demanded  it. In any
dispute as to the  admission  or  rejection  of a vote the decision of the chair
made in good faith shall be final and conclusive.

11.14    The  Company  must,  for at  least  three  months  after a  meeting  of
shareholders,  keep  each  ballot  cast on a poll  and each  proxy  voted at the
meeting,  and,  during that period,  make them available for  inspection  during
normal business hours by any shareholder or proxy holder entitled to vote at the
meeting.  At the end of such three month  period the  Company  may destroy  such
ballots and proxies.

11.15    On a poll a person  entitled to cast more than one vote need not, if he
votes,  use all his votes or cast all the  votes he uses in the same way.

11.16    Unless  the  Business  Corporations  Act or  these  Articles  otherwise
provide, any action to be taken by a resolution of the shareholders may be taken
by an ordinary resolution.


                                     - 12 -
<PAGE>


                                    PART 12
                              VOTES OF SHAREHOLDERS

12.1     Subject to any special  rights or  restrictions  attached to any shares
and the  restrictions as to voting on joint registered  holders of shares,  on a
show of hands every  person  present who is a  shareholder  or proxy  holder and
entitled  to vote on the  matter  has one vote and on a poll  every  shareholder
entitled to vote on the matter has one vote in respect of each share entitled to
be voted on the matter and held by that  shareholder  and may exercise that vote
either in person or by proxy.

12.2     Any  person  who  is  not  a  shareholder  may  vote  at a  meeting  of
shareholders,  whether on a show of hands or on a poll,  and may appoint a proxy
holder to act at the  meeting,  if,  before doing so, the person  satisfies  the
chair of the  meeting,  or the  Directors,  that the person is a legal  personal
representative  or a trustee in bankruptcy for a shareholder  who is entitled to
vote at the meeting.

12.3     Any  corporation,  not being a subsidiary  of the  Company,  which is a
shareholder of the Company may by resolution of its directors or other governing
body authorize such person as it thinks fit to act as its  representative at any
meeting of shareholders of the Company, and:

         (a)      for that purpose,  the instrument  appointing a representative
                  must:

                  (i)      be received at the  registered  office of the Company
                           or at  any  other  place  specified,  in  the  notice
                           calling the meeting,  for the receipt of proxies,  at
                           least the number of business  days  specified  in the
                           notice for the receipt of proxies, or if no number of
                           days is  specified,  two business days before the day
                           set for the holding of the meeting; or

                  (ii)     be  provided,  at the  meeting,  to the  chair of the
                           meeting or to a person designated by the chair of the
                           meeting;

         (b)      if a representative is appointed under this Article 12.3:

                  (i)      the representative is entitled to exercise in respect
                           of and at that  meeting  the same rights on behalf of
                           the corporation that the representative represents as
                           that   corporation   could  exercise  if  it  were  a
                           shareholder who is an individual,  including, without
                           limitation, the right to appoint a proxy holder; and

                  (ii)     the representative,  if present at the meeting, is to
                           be counted for the purpose of forming a quorum and is
                           deemed to be a  shareholder  present in person at the
                           meeting.

Evidence  of the  appointment  of any  such  representative  may be  sent to the
Company by written instrument,  fax or any other method of transmitting  legibly
recorded  messages  in any  medium.

12.4     In the case of joint shareholders registered in respect of any share:


                                     - 13 -

<PAGE>


         (a)      any one of the  joint  shareholders  may vote at any  meeting,
                  either  personally or by proxy,  in respect of the share as if
                  that joint shareholder were solely entitled to it; or

         (b)      if more than one of the joint  shareholders  is present at any
                  meeting,  personally  or by  proxy,  and more than one of them
                  votes in  respect  of that  share,  then  only the vote of the
                  joint  shareholder  present  whose  name  stands  first on the
                  central  securities  register in respect of the share shall be
                  counted.

Two or more legal personal  representatives  of a shareholder in whose sole name
any share is  registered  in his sole name shall for the purpose of this Article
12.4, be deemed joint  registered  holders.

12.5     A  shareholder  of unsound mind entitled to attend and vote, in respect
of whom an order  has been  made by any  court  having  jurisdiction,  may vote,
whether on a show of hands or on a poll, by his  committee,  CURATOR  BONIS,  or
other  person in the nature of a committee  or CURATOR  BONIS  appointed by that
court, and any such committee, CURATOR BONIS or other person may appoint a proxy
holder.

12.6     Articles  12.7 to 12.14 do not apply to the  Company if and for so long
as it is a public company.

12.7     Every  shareholder  of the Company,  including a corporation  that is a
shareholder  but not a subsidiary of the Company,  entitled to vote at a meeting
of shareholders of the Company may, by proxy,  appoint one or more (but not more
than five) proxy holders to attend and act at the meeting in the manner,  to the
extent  and with the  powers  conferred  by the proxy.  A  shareholder  may also
appoint one or more alternate  proxy holders to act in the place and stead of an
absent proxy holder.

12.8     A person must not be appointed as a proxy holder unless the person is a
shareholder,  although a person who is not a  shareholder  may be appointed as a
proxy holder if:

         (a)      the person  appointing  the proxy holder is a corporation or a
                  representative of a corporation appointed under Article 12.3;

         (b)      the Company has at the time of the meeting for which the proxy
                  holder is to be  appointed  only one  shareholder  entitled to
                  vote at the meeting; or

         (c)      the shareholders present in person or by proxy at and entitled
                  to vote at the  meeting  for which  the proxy  holder is to be
                  appointed,  by a  resolution  on which the proxy holder is not
                  entitled  to vote but in respect of which the proxy  holder is
                  to be counted in the quorum, permit the proxy holder to attend
                  and vote at the meeting.

12.9     A proxy for a meeting of shareholders must:


                                     - 14 -
<PAGE>


         (a)      be received at the registered  office of the Company or at any
                  other place specified,  in the notice calling the meeting, for
                  the receipt of proxies,  at least the number of business  days
                  specified in the notice, or if no number of days is specified,
                  two  business  days  before the day set for the holding of the
                  meeting; or

         (b)      unless the notice  provides  otherwise,  be  provided,  at the
                  meeting, to the chair of the meeting or to a person designated
                  by the chair of the meeting.

A proxy  may be sent to the  Company  by  written  instrument,  fax or any other
method of transmitting  legibly  recorded  messages in any medium.

12.10    A vote  given  in  accordance  with  the  terms  of a  proxy  is  valid
notwithstanding  the death or incapacity of the shareholder giving the proxy and
despite the  revocation of the proxy or the  revocation  of the authority  under
which the proxy is given, unless notice in writing of that death,  incapacity or
revocation is received:

         (a)      at the registered office of the Company, at any time up to and
                  including  the last  business  day  before the day set for the
                  holding of the meeting at which the proxy is to be used; or

         (b)      by the chair of the meeting, before the vote is taken.

12.11    A proxy,  whether for a specified meeting or otherwise,  must be either
in the  following  form or in any other form  approved by the  Directors  or the
chair of the meeting:

                             CENTRASIA MINING CORP.
                                 (the "Company")

         The  undersigned,  being a shareholder of the Company,  hereby appoints
         [NAME]  or,  failing  that  person,  [NAME],  as proxy  holder  for the
         undersigned  to  attend,  act  and  vote  for  and  on  behalf  of  the
         undersigned at the meeting of shareholders of the Company to be held on
         [MONTH, DAY, YEAR] and at any adjournment of that meeting.

         Number of shares in  respect of which this proxy is given (if no number
         is  specified,  then  this  proxy  is given in  respect  of all  shares
         registered in the name of the shareholder): _____________________


                                                _______________________________
                                                Signed [MONTH, DAY, YEAR]

                                                _______________________________
                                                [SIGNATURE OF SHAREHOLDER]

                                                _______________________________
                                                [NAME OF SHAREHOLDER--PRINTED]



12.12    Subject to Article  12.13,  every proxy may be revoked by an instrument
in writing that is:


         (a)      received at the  registered  office of the Company at any time
                  up to and  including  the last business day before the day set
                  for the  holding  of the  meeting  at which the proxy is to be
                  used; or


                                     - 15 -
<PAGE>


         (b)      provided, at the meeting, to the chair of the meeting.

12.13    An instrument referred to in Article 12.12 must be signed as follows:

         (a)      if the  shareholder  for whom the proxy holder is appointed is
                  an  individual,   the   instrument   must  be  signed  by  the
                  shareholder or his legal personal representative or trustee in
                  bankruptcy; or

         (b)      if the shareholder for whom the proxy holder is appointed is a
                  corporation,  the instrument must be signed by the corporation
                  or by a  representative  appointed for the  corporation  under
                  Article 12.3.

12.14    The chair of any meeting of  shareholders  may,  but need not,  inquire
into the  authority  of any person to vote at the meeting and may, but need not,
demand  from that person  production  of  evidence  as to the  existence  of the
authority to vote.


                                     PART 13
                                    DIRECTORS

13.1     The first  Directors  are the persons  designated  as  Directors of the
Company in the Notice of Articles  that  applies to the Company when the Company
is  recognized  under the Business  Corporations  Act. The number of  Directors,
excluding additional Directors appointed under Article 14.12, is set at:

         (a)      subject to  paragraphs  (b) and (c),  that number of Directors
                  equal to the number of the Company's first Directors;

         (b)      if the Company is a public  company,  the greater of three and
                  the most recently set of:

                  (i)      the number of  Directors  set by ordinary  resolution
                           (whether or not previous notice of the resolution was
                           given); and

                  (ii)     the number of directors set under Article 14.5;

         (c)      if the Company is not a public company,  the most recently set
                  of:

                  (i)      the number of  Directors  set by ordinary  resolution
                           (whether or not previous notice of the resolution was
                           given); and

                  (ii)     the number of Directors set under Article 14.5.

13.2     If  the  number  of  Directors  is set  under  Articles  13.1(b)(i)  or
13.1(c)(ii):

         (a)      the  shareholders may elect or appoint the Directors needed to
                  fill  any  vacancies  in the  board  of  Directors  up to that
                  number; or


                                     - 16 -

<PAGE>


         (b)      if the  shareholders  do not elect or  appoint  the  Directors
                  needed to fill any  vacancies  in the board of Directors up to
                  that number contemporaneously with the setting of that number,
                  then the Directors may appoint,  or the shareholders may elect
                  or appoint, Directors to fill those vacancies.


13.3     An act or  proceeding of the  Directors is not invalid  merely  because
fewer  than the  number of  directors  set or  otherwise  required  under  these
Articles are in office.

13.4     A  Director  is not  required  to hold a share  in the  capital  of the
Company as qualification for his office but must be qualified as required by the
Business Corporations Act to become, act or continue to act as a director.

13.5     The Directors are entitled to the remuneration for acting as Directors,
if any, as the Directors may from time to time determine.  If and for so long as
the Directors so decide from time to time, or as they may rescind such decisions
from time to time, the remuneration of the Directors,  if any, may be determined
by the shareholders. That remuneration may be in addition to any salary or other
remuneration paid to any officer or employee of the Company as such, who is also
a Director. The Company must reimburse each Director for the reasonable expenses
that he may  incur in and about  the  business  of the  Company.  If a  Director
performs any  professional or other services for the Company that in the opinion
of the  Directors  are  outside  the  ordinary  duties  of a  Director  or shall
otherwise be specially  occupied in or about the Company's  business,  he may be
paid  remuneration to be fixed by the Board, or, at the option of such Director,
by ordinary resolution, and such remuneration may be either in addition to or in
substitution  for any other  remuneration  that he may be  entitled  to receive.
Unless otherwise determined by ordinary  resolution,  the Directors on behalf of
the Company may pay a gratuity,  pension or retirement allowance to any Director
who has held any  salaried  office or place of profit with the Company or to his
spouse or dependents and may make contributions to any fund and pay premiums for
the purchase or provision of any such gratuity, pension or allowance.


                                    PART 14
                        ELECTION AND REMOVAL OF DIRECTORS

14.1     At each  annual  general  meeting  and in  every  unanimous  resolution
contemplated by Article 10.2 of the Company,  all the Directors shall retire and
the  shareholders  entitled  to  vote  at the  meeting  shall  elect,  or in the
unanimous  resolution appoint, a Board of Directors  consisting of the number of
Directors for the time being fixed pursuant to these Articles.

14.2     A   retiring   Director   shall  be   eligible   for   re-election   or
re-appointment.

14.3     No election,  appointment or designation of an individual as a Director
is valid unless:

         (a)      that  individual  consents  to be a  Director  in  the  manner
                  provided for in the Business Corporations Act;

         (b)      that  individual is elected or appointed at a meeting at which
                  the individual is present and the individual  does not refuse,
                  at the meeting, to be a Director; or


                                     - 17 -
<PAGE>


         (c)      with respect to first Directors,  the designation is otherwise
                  valid under the Business Corporations Act.

14.4     Where the  Company  fails to hold an  annual  general  meeting  and the
shareholders  who are entitled to vote at an annual general meeting fail to pass
the unanimous resolution contemplated by Article 10.2, or where the shareholders
fail at the annual general meeting or in the unanimous  resolution  contemplated
by Article 10.2 to elect or appoint any  Directors,  then each  Director then in
office  continues  to hold  office  until the  earlier  of the date on which his
successor is elected or appointed  and the date on which he otherwise  ceases to
hold office under the Business Corporations Act or these Articles.

14.5     If at any meeting of  shareholders at which there should be an election
of Directors, the places of any of the retiring Directors are not filled by such
election,  such of the  retiring  Directors  who are  not  re-elected  as may be
requested by the newly elected Directors shall, if willing to do so, continue in
office to complete the number of Directors for the time being fixed  pursuant to
these  Articles  until  further  new  Directors  are  elected  at a  meeting  of
shareholders  convened for the purpose.  If any such election or  continuance of
Directors  does not  result in the  election  or  continuance  of the  number of
Directors for the time being fixed  pursuant to these Articles such number shall
be fixed at the number of Directors actually elected or continued in office.

14.6     Any casual vacancy occurring in the Board of Directors may be filled by
the remaining Directors or Director.

14.7     The Directors may act  notwithstanding any vacancy in the Board, but if
the Company has fewer  Directors in office than the number set pursuant to these
Articles as the quorum of Directors,  the Directors may only act for the purpose
of appointing Directors up to that number or summoning a meeting of shareholders
for the  purpose  of  filling  any  vacancies  on the Board or,  subject  to the
Business Corporations Act, for any other purpose.

14.8     If the Company has no Directors  or fewer  Directors in office than the
number  set  pursuant  to  these  Articles  as  the  quorum  of  Directors,  the
shareholders may elect or appoint Directors to fill any vacancies on the Board.

14.9     A Director ceases to be a Director when:

         (a)      the term of office of the Director expires;

         (b)      the Director dies;

         (c)      the Director  resigns his office by notice in writing provided
                  to the Company or to a lawyer for the Company; or

         (d)      the director is removed from office pursuant to Articles 14.10
                  or 14.11.


14.10    The Company may by ordinary  resolution  remove any Director before the
expiration of his term of office and may by ordinary resolution elect or appoint
another  person in his  stead.  If the  shareholders  do not elect or  appoint a



                                     - 18 -

<PAGE>


Director to fill the resulting vacancy  contemporaneously with the removal, then
the Directors may appoint or the  shareholders may elect, or appoint by ordinary
resolution, a Director to fill that vacancy.

14.11    The Directors may remove any Director before the expiration of his term
of office if the  Director is  convicted  of an  indictable  offence,  or if the
Director  ceases to be  qualified  to act as a director  of a company  under the
Business  Corporations Act and does not promptly  resign,  and the Directors may
appoint a Director to fill the resulting vacancy.

14.12    Notwithstanding Articles 13.1 and 13.2, between annual general meetings
or unanimous resolutions contemplated by Article 10.2, the Directors may appoint
one or more  additional  Directors but the number of additional  Directors shall
not at any time exceed:

         (a)      1/3 of the number of first  Directors,  if, at the time of the
                  appointments,  one or more of the first Directors have not yet
                  completed their first term of office; or

         (b)      in any other case, 1/3 of the number of the current  Directors
                  who were elected or  appointed  as Directors  other than under
                  this Article 14.12.

Any  Director so  appointed  ceases to hold office  immediately  before the next
election or  appointment  of Directors  under Article 14.1,  but is eligible for
re-election or re-appointment.


                                    PART 15
                               ALTERNATE DIRECTORS

15.1     Any Director (an  "appointor") may by notice in writing received by the
Company  appoint  any  person  (an  "appointee")  who is  qualified  to act as a
director to be his alternate to act in his place at meetings of the Directors or
committees of the Directors at which the appointor is not present unless (in the
case of an  appointee  who is not a  Director)  the  Directors  have  reasonably
disapproved  the  appointment  of such person as an alternate  Director and have
given notice to that effect to his appointor  within a reasonable time after the
notice of appointment is received by the Company.

15.2     Every alternate Director so appointed is entitled to notice of meetings
of the  Directors and of committees of the Directors of which his appointor is a
member and to attend and vote as a Director  at any such  meetings  at which his
appointor is not present.

15.3     A person may be  appointed  as an  alternate  Director by more than one
Director, and an alternate Director:

         (a)      shall be  counted in  determining  the quorum for a meeting of
                  Directors once for each of his appointors  and, in the case of
                  an  appointee  who is  also a  Director,  once  more  in  that
                  capacity;

         (b)      has a separate  vote at a meeting of Directors for each of his
                  appointors  and,  in the  case of an  appointee  who is also a
                  Director, an additional vote in that capacity;


                                     - 19 -
<PAGE>


         (c)      shall be counted in determining  the quorum for a meeting of a
                  committee of Directors  once for each of his appointors who is
                  a member of that  committee  and, in the case of an  appointee
                  who is also a member of that  committee  as a  Director,  once
                  more in that capacity; and

         (d)      has a separate  vote at a meeting of a committee  of Directors
                  for each of his  appointors  who is a member of that committee
                  and, in the case of an appointee  who is also a member of that
                  committee as a Director, an additional vote in that capacity.

15.4     Every alternate  Director,  if authorized by the notice appointing him,
may  sign in  place of his  appointor  any  resolutions  to be  consented  to in
writing.

15.5     Every  alternate  Director  is  deemed  not  to be  the  agent  of  his
appointor.

15.6     An  appointor  may at any time,  by notice in writing  received  by the
Company, revoke the appointment of an alternate Director appointed by him.

15.7     The appointment of an alternate Director ceases when:

         (a)      his  appointor  ceases to be a  Director  and is not  promptly
                  re-elected or re-appointed;

         (b)      the alternate Director dies;

         (c)      the  alternate  Director  resigns as an alternate  Director by
                  notice in writing  provided to the Company or a lawyer for the
                  Company;

         (d)      the  alternate  Director  ceases to be  qualified  to act as a
                  director;  or (e) his appointor revokes the appointment of the
                  alternate Director.

15.8     The Company may  reimburse  an alternate  Director  for the  reasonable
expenses  that  would be  properly  reimbursed  if he were a  Director,  and the
alternate  Director is entitled to receive from the Company such proportion,  if
any, of the remuneration otherwise payable to the appointor as the appointor may
from time to time direct,  but payment of such remuneration in every case to the
appointor by the Company is a good and  sufficient  discharge  of the  Company's
obligations in that regard and the Company need not enquire into or be concerned
with the state of account between appointor and appointee.


                                    PART 16
                         POWERS AND DUTIES OF DIRECTORS

16.1     The Directors must, subject to the Business  Corporations Act and these
Articles,  manage,  or supervise the  management of, the affairs and business of
the Company and shall have  authority to exercise all such powers of the Company
as are not, by the Business  Corporations Act or by these Articles,  required to
be exercised by the shareholders of the Company.


                                     - 20 -
<PAGE>



16.2     The  Directors  may from  time to time by power  of  attorney  or other
instrument  under the seal of the  Company  (if such seal is so required by law)
appoint any person to be the attorney of the Company for such purposes, and with
such powers,  authorities  and  discretions  (not  exceeding  those vested in or
exercisable  by the Directors  under these  Articles and excepting the powers of
the  Directors  relating  to the  constitution  of the  Board  and of any of its
committees  and the  appointment or removal of officers and the power to declare
dividends)  and for such  period,  with such  remuneration  and  subject to such
conditions  as the  Directors  may think  fit.  Any such power of  attorney  may
contain such  provisions for the  protection or  convenience of persons  dealing
with  such  attorney  as the  Directors  think  fit.  Any such  attorney  may be
authorized  by  the  Directors  to  sub-delegate  all  or  any  of  the  powers,
authorities and discretions for the time being vested in him or her.

16.3     The Directors may by resolution set the  remuneration  of the Company's
auditor,  without the need to obtain an ordinary  resolution of the shareholders
enabling them to do so.


                                    PART 17
             DISCLOSURE OF INTEREST OF DIRECTORS AND SENIOR OFFICERS

17.1     A  Director  or senior  officer  who has,  directly  or  indirectly,  a
material interest in an existing or proposed material contract or transaction of
the Company or who holds any office or possesses any property whereby,  directly
or indirectly,  a duty or interest might be created to conflict with his duty or
interest as a Director or senior officer, shall declare the nature and extent of
his  interest in such  contract or  transaction  or of the conflict or potential
conflict with his duty and interest as a Director or senior officer, as the case
may be, in accordance  with the provisions of the Business  Corporations  Act. A
Director  shall not vote in respect of any such  proposed  material  contract or
transaction and if he shall do so his vote shall not be counted, but he shall be
counted  in the  quorum  present  at the  meeting  at which  such vote is taken.
Notwithstanding the foregoing,  if all of the Directors have a material interest
in a proposed  material  contract or transaction,  any or all of those Directors
may vote on a resolution to approve the contract or transaction.

17.2     Subject to the provisions of the Business  Corporations Act, a Director
or senior  officer  need not  disclose  an interest  in the  following  types of
contracts  and  transactions,  and a Director  need not  refrain  from voting in
respect of the following types of contracts and transactions:

         (a)      a contract or transaction where both the Company and the other
                  party  to  the  contract  or  transaction   are  wholly  owned
                  subsidiaries of the same corporation;

         (b)      a contract or transaction  where the Company is a wholly owned
                  subsidiary of the other party to the contract or transaction;

         (c)      a  contract  or  transaction  where  the  other  party  to the
                  contract or  transaction  is a wholly owned  subsidiary of the
                  Company;


                                     - 21 -
<PAGE>


         (d)      a contract or transaction where the Director or senior officer
                  is the sole  shareholder of the Company or of a corporation of
                  which the Company is a wholly owned subsidiary;

         (e)      an arrangement  by way of security  granted by the Company for
                  money loaned to, or obligations undertaken by, the Director or
                  senior  officer,  or a person in whom the  director  or senior
                  officer  has a  material  interest,  for  the  benefit  of the
                  Company or an affiliate of the Company;

         (f)      a loan to the Company, which a Director or senior officer or a
                  specified  corporation  or a specified  firm in which he has a
                  material interest has guaranteed or joined in guaranteeing the
                  repayment of the loan or any part of the loan;

         (g)      any contract or  transaction  made or to be made with,  or for
                  the  benefit  of a  corporation  that is  affiliated  with the
                  Company and the Director or senior  officer is also a director
                  or senior officer of that  corporation or an affiliate of that
                  corporation;

         (h)      any  contract by a Director  to  subscribe  for or  underwrite
                  shares  or  debentures  to  be  issued  by  the  Company  or a
                  subsidiary of the Company;

         (i)      determining the remuneration of the Director or senior officer
                  in that person's  capacity as Director,  officer,  employee or
                  agent of the Company or an affiliate of the Company;

         (j)      purchasing  and  maintaining  insurance to cover a Director or
                  senior  officer  against  liability  incurred  by  them  as  a
                  Director or senior officer; or

         (k)      the  indemnification  of any Director or senior officer by the
                  Company.

The  foregoing  exceptions  may from time to time be suspended or amended to any
extent  approved by the Company in general meeting and permitted by the Business
Corporations  Act, either generally or in respect of any particular  contract or
transaction or for any particular period.

17.3     A Director may hold any office or appointment  with the Company (except
as auditor of the Company) in  conjunction  with his office of Director for such
period and on such terms (as to  remuneration or otherwise) as the Directors may
determine  and no Director or intended  Director  shall be  disqualified  by his
office from contracting with the Company either with regard to his tenure of any
such other office or  appointment  or as vendor,  purchaser or otherwise  and no
contract or  transaction  entered into by or on behalf of the Company in which a
Director  is in any way  interested  shall be  liable  to be  voided  by  reason
thereof.

17.4     Subject to the Business Corporations Act, a Director or officer, or any
person in which a Director or officer has an interest, may act in a professional
capacity for the Company  (except as auditor of the Company) and the Director or
officer or such  person  shall be  entitled  to  remuneration  for  professional
services as if he were not a Director or officer.


                                     - 22 -
<PAGE>


17.5     A  Director  or  officer  may be or become a  director  or  officer  or
employee of, or otherwise  interested in, any person in which the Company may be
interested  as  a  shareholder  or  otherwise,  and,  subject  to  the  Business
Corporations  Act,  such  Director or officer  shall not be  accountable  to the
Company for any  remuneration  or other  benefits  received by him as  director,
officer or employee of, or from his interest in, such other corporation or firm.


                                    PART 18
                            PROCEEDINGS OF DIRECTORS

18.1     The Chair of the Board  or, in his  absence  or if there is no Chair of
the Board,  the  President,  if any and if the  President  is a Director,  shall
preside as chair at every meeting of the Directors.

18.2     If at any meeting of  Directors  neither the Chair of the Board nor the
President,  if a Director, is present within 15 minutes after the time appointed
for holding the meeting or if neither the Chair of the Board nor the  President,
if a  Director,  is willing to act as chair or if the Chair of the Board and the
President,  if a  Director,  have  advised the  Secretary,  if any, or any other
Director,  that they  shall not be present at the  meeting,  then the  Directors
present shall choose one of their number to chair the meeting.

18.3     The Directors  may meet together for the dispatch of business,  adjourn
and  otherwise  regulate  their  meetings as they think fit, and meetings of the
Directors held at regular intervals may be held at the place, at the time and on
the notice, if any, as the Directors may from time to time determine.  Questions
arising at any meeting  shall be decided by a majority  of votes.  In case of an
equality of votes the chair shall not have a second or casting vote.

18.4     A Director  may  participate  in a meeting of the  Directors  or of any
committee  of  the  Directors  in  person  or  by  telephone  if  all  Directors
participating  in the  meeting,  whether  in  person  or by  telephone  or other
communications  medium,  are able to communicate with each other. A Director may
participate  in a meeting of the  Directors or of any committee of the Directors
by a communications  medium other than telephone if all Directors  participating
in the  meeting,  whether  in person  or by  telephone  or other  communications
medium, are able to communicate with each other and if all Directors who wish to
participate  in  the  meeting  agree  to  such  participation.  A  Director  who
participates  in a meeting  in a manner  contemplated  by this  Article  18.4 is
deemed for all purposes of the Business  Corporations  Act and these Articles to
be present at the meeting and to have agreed to participate in that manner.

18.5     A  Director  may  at  any  time,  and  the  Secretary  or an  Assistant
Secretary,  if any,  upon  request  of a Director  shall,  call a meeting of the
Board.

18.6     Other than for meetings held at regular  intervals as determined by the
Directors  pursuant to Article  18.3,  reasonable  notice of each meeting of the
Directors,  specifying the place,  day and time of that meeting must be given to
each of the  Directors  and the  alternate  Directors  by any  method set out in
Article 24.1 or orally or by telephone.


                                     - 23 -
<PAGE>


18.7     It is not  necessary to give notice of a meeting of the  Directors to a
Director or an alternate Director if:

         (a)      the meeting is to be held  immediately  following a meeting of
                  shareholders  at which that Director was elected or appointed,
                  or is the meeting of the  Directors at which that  Director is
                  appointed; or

         (b)      the  Director or alternate  Director,  as the case may be, has
                  waived notice of the meeting.

18.8     The accidental  omission to give notice of any meeting of Directors to,
or the  non-receipt of any notice by, any Director or alternate  Director,  does
not invalidate any proceeding at that meeting.

18.9     Any Director or  alternate  Director may send to the Company a document
signed by him waiving notice of any past,  present or future meeting or meetings
of the  Directors  and may at any time  withdraw  the  waiver  with  respect  to
meetings held after that withdrawal.  After sending a waiver with respect to all
future  meetings  and until that waiver is  withdrawn,  no notice of meetings of
Directors  shall be sent to that  Director  and,  unless the Director  otherwise
requires by notice in writing to the Company, to his alternate Director, and all
meetings  of the  Directors  so held are deemed not to be  improperly  called or
constituted  by reason of notice  not  having  been  given to such  Director  or
alternate Director.

18.10    The  quorum  necessary  for  the  transaction  of the  business  of the
Directors  may be fixed by the Directors  and, if not so fixed,  is deemed to be
set at two  Directors or, if the number of Directors is set at one, is deemed to
be set at one Director, and that Director may constitute a meeting.

18.11    Subject to the provisions of the Business Corporations Act, an act of a
Director  or officer is not invalid  merely  because of an  irregularity  in the
election or  appointment  or a defect in the  qualification  of that Director or
officer.

18.12    A  resolution  of the  Directors  or  any  committee  of the  Directors
consented to in writing by all of the Directors  entitled to vote on it, whether
by signed  document,  fax,  email or any other  method of  transmitting  legibly
recorded  messages in any medium,  is as valid and  effective  as if it had been
passed at a meeting of the Directors or of the  committee of the Directors  duly
called  and  held.  Such  resolution  may be in two or more  counterparts  which
together are deemed to constitute one resolution in writing. A resolution passed
in that  manner is  effective  on the date  stated in the  resolution  or on the
latest date stated on any  counterpart.  A resolution of the Directors or of any
committee of the  Directors  passed in  accordance  with this  Article  18.12 is
deemed to be a proceeding  at a meeting of Directors or of the  committee of the
Directors and to be as valid and effective as if it had been passed at a meeting
of the  Directors or of the committee of the  Directors  that  satisfies all the
requirements of the Business  Corporations Act and all the requirements of these
Articles  relating  to  meetings  of  the  Directors  or of a  committee  of the
Directors.


                                     - 24 -
<PAGE>


                                    PART 19
                         EXECUTIVE AND OTHER COMMITTEES

19.1     The  Directors  may  by  resolution  appoint  an  Executive   Committee
consisting  of such  member or members  of the Board as they  think  fit,  which
Committee shall have, and may exercise during the intervals between the meetings
of the  Board,  all the  powers  vested  in the Board  except  the power to fill
vacancies in the Board, the power to remove a Director,  the power to change the
membership of or fill vacancies in said Committee or any other  committee of the
Board and such other  powers,  if any, as may be specified in the  resolution or
any subsequent  Directors'  resolution.  The said  Committee  shall keep regular
minutes of its  transactions  and shall  cause them to be recorded in books kept
for that  purpose,  and shall  report the same to the Board at such times as the
Board may from time to time require.  The Board shall have the power at any time
to revoke  or  override  the  authority  given to or acts done by the  Executive
Committee  except as to acts done before such  revocation or  overriding  and to
terminate the appointment or change the membership of such Committee and to fill
vacancies in it.

19.2     The Directors may by  resolution  appoint one or more other  committees
consisting  of such  member or  members  of the Board as they  think fit and may
delegate to any such committee  between meetings of the Board such powers of the
Board  (except the power to fill  vacancies in the Board,  the power to remove a
Director,  the  power to  change  the  membership  of or fill  vacancies  in any
committee of the Board and the power to appoint or remove officers  appointed by
the Board) subject to such conditions as may be prescribed in such resolution or
any subsequent Directors' resolution, and all committees so appointed shall keep
regular  minutes of their  transactions  and shall  cause them to be recorded in
books  kept for that  purpose,  and shall  report  the same to the Board at such
times as the Board may from time to time require.  The Directors shall also have
power at any time to revoke or  override  any  authority  given to or acts to be
done by any such  committee  except as to acts done  before such  revocation  or
overriding  and to  terminate  the  appointment  or change the  membership  of a
committee and to fill vacancies in it.

19.3     Any committee  appointed under this Part, in the exercise of the powers
delegated to it, must conform to any rules that may from time to time be imposed
on it by the Directors.  Committees appointed under this Part may make rules for
the conduct of their  business and may appoint such  assistants as they may deem
necessary.  A majority of the members of a committee  shall  constitute a quorum
thereof.

19.4     Committees appointed under this Part may meet and adjourn as they think
proper.  The committee may elect a member of the committee to chair its meetings
but, if no such  member to chair the meeting is elected,  or if at a meeting the
member  elected to chair the meeting is not present  within 15 minutes after the
time set for holding the meeting,  the Directors  present who are members of the
committee may choose one of their number to chair the meeting. Questions arising
at any meeting of a committee  shall be determined by a majority of votes of the
members of the committee present,  and in case of an equality of votes the chair
shall not have a second or casting vote.  The  provisions of Article 18.12 shall
apply MUTATIS MUTANDIS to resolutions  consented to in writing by the members of
a committee appointed under this Part.


                                     - 25 -
<PAGE>


                                     PART 20
                                    OFFICERS

20.1     The Directors may, from time to time, appoint such officers, if any, as
the Directors  shall  determine  and the Directors may at any time  terminate or
vary any such appointment.  No officer shall be appointed unless he is qualified
in accordance with the provisions of the Business Corporations Act.

20.2     One  person  may hold  more  than one  position  as an  officer  of the
Company.  Any  person  appointed  as the Chair of the  Board or as the  Managing
Director  must be a Director;  save as  aforesaid,  no other  officer  need be a
Director.

20.3     The  remuneration  of the officers of the Company as such and the terms
and  conditions of their tenure of office or employment  shall from time to time
be determined by the Directors. Such remuneration may be by way of salary, fees,
wages, commission or participation in profits or any other means or all of these
modes and an officer may in addition to such remuneration be entitled to receive
after he ceases to hold such  office or leaves the  employment  of the Company a
gratuity, pension or retirement allowance.

20.4     The Directors  may decide what  functions and duties each officer shall
perform and may entrust to and confer upon him any of the powers  exercisable by
the Directors upon such terms and conditions and with such  restrictions  as the
Directors  think fit and may from time to time revoke,  withdraw,  alter or vary
all or any of such functions, duties and powers.

                                    PART 21
          INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS AND EMPLOYEES

21.1     Subject  to  the  provisions  of the  Business  Corporations  Act,  the
Directors shall cause the Company to indemnify a Director,  officer or alternate
Director or a former Director, officer or alternate Director of the Company or a
person  who,  at the request of the  Company,  is or was a  director,  alternate
director or officer of another corporation, at a time when the corporation is or
was an  affiliate of the Company or a person who, at the request of the Company,
is or was,  or  holds or held a  position  equivalent  to that  of, a  director,
alternate  director or officer of a partnership,  trust,  joint venture or other
unincorporated  entity (in each case,  an "eligible  party"),  and the heirs and
personal  representatives  of any such eligible  party,  against all  judgments,
penalties or fines awarded or imposed in, or an amount paid in settlement  of, a
legal proceeding or investigative action (whether current,  threatened,  pending
or  completed)  in which such  eligible  party or any of the heirs and  personal
representatives  of such eligible  party, by reason of such eligible party being
or having  been a Director,  alternate  Director or officer or holding or having
held a position equivalent to that of a Director, alternate Director or officer,
is or may be  joined as a party or is or may be liable  for or in  respect  of a
judgment,  penalty or fine in, or expenses  related to the proceeding.  Provided
the Company  first  receives a written  undertaking  from the eligible  party to
repay amounts advanced if so required under the Business  Corporations  Act, the
Directors shall cause the Company to pay, as they are incurred in advance of the
final disposition of the proceeding, the costs, charges and expenses,  including
legal and other fees actually and  reasonably  incurred by the eligible party in


                                     - 26 -
<PAGE>


respect of the proceeding.  After the final  disposition of the proceeding,  the
Directors  shall cause the Company to pay the expenses  actually and  reasonably
incurred by the eligible party in respect of the  proceeding,  to the extent the
eligible party has not already been reimbursed for such expenses, subject to the
provisions of the Business  Corporations Act. Each Director,  alternate Director
and officer of the Company on being elected or appointed shall be deemed to have
contracted with the Company on the terms of the foregoing indemnity.

21.2     Subject to the provisions of the Business Corporations Act, the Company
may indemnify any person.

21.3     The failure of a Director, alternate Director or officer of the Company
to comply with the provisions of the Business Corporations Act or these Articles
shall not invalidate any indemnity to which he is entitled under this Part.

21.4     The Directors may cause the Company to purchase and maintain  insurance
for the benefit of any person (or his heirs or legal  personal  representatives)
who is or was a Director,  officer, alternate Director, employee or agent of the
Company or a person who, at the  request of the  Company,  is or was a director,
alternate director, officer, employee or agent of another corporation, at a time
when the  corporation  is or was an affiliate of the Company or a person who, at
the request of the Company,  is or was or holds or held a position equivalent to
that  of a  director,  alternate  director,  officer,  employee  or  agent  of a
partnership,  trust,  joint  venture  or  other  unincorporated  entity  and the
person's heirs or personal representatives against any liability incurred by the
person as such  Director,  alternate  Director,  director,  alternate  director,
officer, employee, agent or person who holds or held such equivalent position.


                                    PART 22
                              DIVIDENDS AND RESERVE

22.1     The  provisions  of this Part 22 are subject to the rights,  if any, of
shareholders holding shares with special rights as to dividends.

22.2     Subject to the Business  Corporations  Act, the Directors may from time
to time and at any time declare and authorize  payment of such dividends on such
class or  series of shares of the  Company  as they may deem  advisable,  to the
exclusion of any other class or series of shares.

22.3     The  Directors  need  not  give  notice  to  any   shareholder  of  any
declaration under Article 22.2.

22.4     The  Directors  may set a date as the  record  date for the  purpose of
determining  shareholders entitled to receive payment of a dividend.  The record
date must not precede the date on which the  dividend is to be paid by more than
two months. If no record date is set, the record date is 5:00 p.m. local time at
the  place of the  registered  office  of the  Company  on the date on which the
Directors pass the resolution declaring the dividend.



                                     - 27 -
<PAGE>


22.5     A resolution  declaring a dividend  may direct  payment of the dividend
wholly or partly by the  distribution of specific assets or of fully paid shares
or of bonds,  debentures or other  securities  of the Company,  or in any one or
more of those ways.

22.6     If any  difficulty  arises in regard to a  distribution  under  Article
22.5, the Directors may settle the difficulty as they deem appropriate,  and, in
particular, may:

         (a)      set the value for distribution of specific assets;

         (b)      determine  that cash payments in  substitution  for all or any
                  part of the  specific  assets  to which any  shareholders  are
                  entitled may be made to any  shareholders  on the basis of the
                  value so fixed in order to adjust the  rights of all  parties;
                  and

         (c)      vest any such  specific  assets in  trustees  for the  persons
                  entitled  to the  dividend.

22.7     Any  dividend  may be made  payable  on such  date as is  fixed  by the
Directors.

22.8     All  dividends  on shares  of any  class or  series  of shares  must be
declared and paid according to the number of such shares held.

22.9     If several persons are joint shareholders of any share, any one of them
may give an effective receipt for any dividend,  bonus or other money payable in
respect of the share.

22.10    No dividend bears interest against the Company.

22.11    If a dividend to which a shareholder is entitled includes a fraction of
the smallest monetary unit of the currency of the dividend, that fraction may be
disregarded in making payment of the dividend and that payment  represents  full
payment of the dividend.

22.12    Any dividend or other distribution payable in cash in respect of shares
may be paid by  cheque,  made  payable  to the order of the person to whom it is
sent,  and  mailed to the  address of the  shareholder,  or in the case of joint
shareholders,  to the address of the joint shareholder who is first named on the
central securities register, or to the person and to the address the shareholder
or joint  shareholders may direct in writing.  The mailing of such cheque shall,
to the extent of the sum  represented  by the cheque (plus the amount of the tax
or other amount required by law to be deducted), discharge all liability for the
dividend  unless such cheque is not paid on  presentation  or the amount of such
tax or other amount so deducted is not paid to the  appropriate  taxing or other
authority.

22.13    Notwithstanding anything contained in these Articles, the Directors may
from time to time  capitalize  any  surplus of the  Company and may from time to
time issue, as fully paid,  shares or any bonds,  debentures or other securities
of the  Company  as a  dividend  representing  the  surplus  or any  part of the
surplus.


                                     - 28 -
<PAGE>



                                    PART 23
                         DOCUMENTS, RECORDS AND REPORTS

23.1     The  Directors  must cause  adequate  accounting  records to be kept to
record properly the financial affairs and condition of the Company and to comply
with  the  Business  Corporations  Act.

23.2     Unless  the  Directors   determine   otherwise,   or  unless  otherwise
determined by ordinary resolution,  no shareholder of the Company is entitled to
inspect or obtain a copy of any accounting records of the Company.


                                    PART 24
                                    NOTICES

24.1     Unless  the  Business  Corporations  Act  or  these  Articles  provides
otherwise, a notice, statement,  report or other record required or permitted by
the Business Corporations Act or these Articles to be sent by or to a person may
be sent by any one of the following methods:

         (a)      mail  addressed  to the person at the  applicable  address for
                  that person as follows:

                  (i)      for  a   record   mailed   to  a   shareholder,   the
                           shareholder's registered address;

                  (ii)     for a record  mailed to a Director  or  officer,  the
                           prescribed address for mailing shown for the Director
                           or officer in the records  kept by the Company or the
                           mailing  address  provided by the  recipient  for the
                           sending of that record or records of that class; and

                  (iii)    in  any  other  case,  the  mailing  address  of  the
                           intended recipient;

         (b)      delivery at the applicable address for that person as follows,
                  addressed to the person:

                  (i)      for  a  record   delivered  to  a  shareholder,   the
                           shareholder's registered address;

                  (ii)     for a record delivered to a Director or officer,  the
                           prescribed   address  for  delivery   shown  for  the
                           Director  or  officer  in  the  records  kept  by the
                           Company  or  the  delivery  address  provided  by the
                           recipient  for the  sending of that record or records
                           of that class; and

                  (iii)    in  any  other  case,  the  delivery  address  of the
                           intended recipient;

         (c)      sending  the record by fax to the fax number  provided  by the
                  intended  recipient  for the sending of that record or records
                  of that class;

         (d)      sending the record by email to the email  address  provided by
                  the  intended  recipient  for the  sending  of that  record or
                  records of that class; or


                                     - 29 -
<PAGE>


         (e)      physical delivery to the intended recipient.


24.2     A record that is mailed to a person by ordinary mail to the  applicable
address for that person  referred to in Article 24.1 is deemed to be received by
the person to whom it was mailed on the day,  Saturdays,  Sundays  and  holidays
excepted, following the date of mailing.

24.3     A certificate signed by the Secretary,  if any, or other officer of the
Company  or of any other  corporation  acting  in that  behalf  for the  Company
stating  that a notice,  statement,  report or other  record  was  addressed  as
required by Article 24.1,  prepaid and mailed or otherwise  sent as permitted by
Article 24.1 is conclusive evidence of that fact.

24.4     A notice,  statement,  report or other  record may be  provided  by the
Company  to the joint  shareholders  of a share by  providing  the notice to the
joint shareholder first named in the central  securities  register in respect of
the share.

24.5     A notice,  statement,  report or other  record may be  provided  by the
Company  to the  persons  entitled  to a  share  in  consequence  of the  death,
bankruptcy or incapacity of a shareholder by:

         (a)      mailing the record, addressed to them:

                  (i)      by  name,   by  the  title  of  the  legal   personal
                           representative   of  the  deceased  or  incapacitated
                           shareholder,  by the title of trustee of the bankrupt
                           shareholder or by any similar description; and

                  (ii)     at the address,  if any,  supplied to the Company for
                           that  purpose  by  the  persons  claiming  to  be  so
                           entitled; or

         (b)      if an address  referred to in  paragraph  (a)(ii) has not been
                  supplied to the  Company,  by giving the notice in a manner in
                  which it might  have been given if the  death,  bankruptcy  or
                  incapacity had not occurred.


                                    PART 25
                                      SEAL

25.1     Except as provided in Articles 25.2 and 25.3,  the  Company's  seal, if
any, must not be impressed, affixed or otherwise reproduced on any record except
when that impression is attested by the signatures of:

         (a)      any two Directors;

         (b)      any officer, together with any Director;

         (c)      if the Company only has one Director, that Director; or

         (d)      any one or more  Directors  or  officers  or persons as may be
                  determined by the Directors.


                                     - 30 -
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25.2     For the purpose of certifying under seal a certificate of incumbency of
the  Directors  or officers of the Company or a true copy of any  resolution  or
other document, despite Article 25.1, the impression of the seal may be attested
by the signature of any Director or officer.

25.3     The  Directors  may  authorize  the seal to be  impressed  or otherwise
reproduced by third parties on share certificates or bonds,  debentures or other
securities of the Company as they may determine  appropriate  from time to time.
To  enable  the  seal to be  impressed  or  otherwise  reproduced  on any  share
certificates or bonds, debentures or other securities of the Company, whether in
definitive or interim form, on which  facsimiles of any of the signatures of the
Directors  or officers  of the Company  are,  in  accordance  with the  Business
Corporations   Act  or  these  Articles,   printed  or  otherwise   mechanically
reproduced, there may be delivered to the person employed to engrave, lithograph
or print such definitive or interim share  certificates or bonds,  debentures or
other  securities one or more unmounted dies or images  reproducing the seal and
the  Chair of the  Board or any  senior  officer  together  with the  Secretary,
Treasurer,  Secretary-Treasurer,  an Assistant Secretary, an Assistant Treasurer
or an  Assistant  Secretary-Treasurer  may in writing  authorize  such person to
cause the seal to be impressed or otherwise  reproduced  on such  definitive  or
interim share  certificates or bonds,  debentures or other securities by the use
of such dies.  Share  certificates or bonds,  debentures or other  securities to
which  the  seal has  been so  impressed  or  otherwise  reproduced  are for all
purposes  deemed  to be  under  and to bear  the  seal  impressed  or  otherwise
reproduced on them.


                                     PART 26
                                  PROHIBITIONS

26.1     In this Part 26:

         (a)      "designated security" means:

                  (i)      a voting security of the Company;

                  (ii)     a security of the Company that is not a debt security
                           and that carries a residual  right to  participate in
                           the earnings of the Company or, on the liquidation or
                           winding up of the Company, in its assets; or

                  (iii)    a security  of the Company  convertible,  directly or
                           indirectly,  into a security  described  in paragraph
                           (i) or (ii);

         (b)      "security"  has the  meaning  assigned in the  SECURITIES  ACT
                  (British Columbia);

         (c)      "voting security" means a security of the Company that:

                  (i)      is not a debt security; and

                  (ii)     carries a voting right either under all circumstances
                           or under some  circumstances  that have  occurred and
                           are continuing.


                                     - 31 -

<PAGE>


26.2     Article  26.3 does not apply to the Company if and for so long as it is
a public  company or a  pre-existing  reporting  company which has the Statutory
Reporting  Company  Provisions as part of its Articles or to which the Statutory
Reporting Company Provisions apply.


26.3     No share or designated  security may be sold,  transferred or otherwise
disposed of without  the  consent of the  Directors  and the  Directors  are not
required to give any reason for  refusing to consent to any such sale,  transfer
or other disposition.


                                     - 32 -
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