EXHIBIT 1.2

                                    ARTICLES
                                       0F
                              HILTON RESOURCES LTD.








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                              HILTON RESOURCES LTD.         Incorporation Number
                                                                  C0709247
                                 (the "Company")                  --------

                                    ARTICLES



1.       INTERPRETATION........................................................1
         1.1      Definitions..................................................1
         1.2      Business Corporations Act and Interpretation Act
                     Definitions Applicable....................................1
2.       SHARES AND SHARE CERTIFICATES.........................................1
         2.1      Authorized Share Structure...................................1
         2.2      Form of Share Certificate....................................1
         2.3      Shareholder Entitled to Certificate or Acknowledgment........2
         2.4      Delivery by Mail.............................................2
         2.5      Replacement of Worn Out or Defaced Certificate or
                     Acknowledgement...........................................2
         2.6      Replacement of Lost, Stolen or Destroyed Certificate
                     or Acknowledgment.........................................2
         2.7      Splitting Share Certificates.................................2
         2.8      Certificate Fee..............................................3
         2.9      Recognition of Trusts........................................3
3.       ISSUE OF SHARES.......................................................3
         3.1      Directors Authorized.........................................3
         3.2      Commissions and Discounts....................................3
         3.3      Brokerage....................................................3
         3.4      Conditions of Issue..........................................3
         3.5      Share Purchase Warrants and Rights...........................4
4.       SHARE REGISTERS.......................................................4
         4.1      Central Securities Register..................................4
         4.2      Closing Register.............................................4
5.       SHARE TRANSFERS.......................................................4
         5.1      Registering Transfers........................................4
         5.2      Form of Instrument of Transfer...............................4
         5.3      Transferor Remains Shareholder...............................4
         5.4      Signing of Instrument of Transfer............................4
         5.5      Enquiry as to Title Not Required.............................5
         5.6      Transfer Fee.................................................5
6.       TRANSMISSION OF SHARES................................................5
         6.1      Legal Personal Representative Recognized on Death............5
         6.2      Rights of Legal Personal Representative......................5
7.       PURCHASE OF SHARES....................................................5
         7.1      Company Authorized to Purchase Shares........................5
         7.2      Purchase When Insolvent......................................6
         7.3      Sale and Voting of Purchased Shares..........................6



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                                       ii


8.       BORROWING.............................................................6
9.       ALTERATIONS...........................................................6
         9.1      Alteration of Authorized Share Structure.....................6
         9.2      Special Rights and Restrictions..............................7
         9.3      Change of Name...............................................7
         9.4      Other Alterations............................................7
10.      MEETINGS OF SHAREHOLDERS..............................................7
         10.1     Annual General Meetings......................................7
         10.2     Resolution Instead of Annual General Meeting.................7
         10.3     Calling of Meetings of Shareholders..........................7
         10.4     Notice for Meetings of Shareholders..........................8
         10.5     Record Date for Notice.......................................8
         10.6     Record Date for Voting.......................................8
         10.7     Failure to Give Notice and Waiver of Notice..................8
         10.8     Notice of Special Business at Meetings of Shareholders.......8
11.      PROCEEDINGS AT MEETINGS OF SHAREHOLDERS...............................9
         11.1     Special Business.............................................9
         11.2     Special Majority.............................................9
         11.3     Quorum.......................................................9
         11.4     One Shareholder May Constitute Quorum........................9
         11.5     Other Persons May Attend.....................................9
         11.6     Requirement of Quorum.......................................10
         11.7     Lack of Quorum..............................................10
         11.8     Lack of Quorum at Succeeding Meeting........................10
         11.9     Chair.......................................................10
         11.10    Selection of Alternate Chair................................10
         11.11    Adjournments................................................10
         11.12    Notice of Adjourned Meeting.................................11
         11.13    Decisions by Show of Hands or Poll..........................11
         11.14    Declaration of Result.......................................11
         11.15    Motion Need Not be Seconded.................................11
         11.16    Casting Vote................................................11
         11.17    Manner of Taking Poll.......................................11
         11.18    Demand for Poll on Adjournment..............................11
         11.19    Chair Must Resolve Dispute..................................12
         11.20    Casting of Votes............................................12
         11.21    Demand for Poll.............................................12
         11.22    Demand for Poll Not to Prevent Continuance of Meeting.......12
         11.23    Retention of Ballots and Proxies............................12
12.      VOTES OF SHAREHOLDERS................................................12
         12.1     Number of Votes by Shareholder or by Shares.................12
         12.2     Votes of Persons in Representative Capacity.................12
         12.3     Votes by Joint Holders......................................12
         12.4     Legal Personal Representatives as Joint Shareholders........13


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                                       iii


         12.5     Representative of a Corporate Shareholder...................13
         12.6     Proxy Provisions Do Not Apply to All Companies..............13
         12.7     Appointment of Proxy Holders................................13
         12.8     Alternate Proxy Holders.....................................14
         12.9     When Proxy Holder Need Not Be Shareholder...................14
         12.10    Deposit of Proxy............................................14
         12.11    Validity of Proxy Vote......................................14
         12.12    Form of Proxy...............................................14
         12.13    Revocation of Proxy.........................................15
         12.14    Revocation of Proxy Must Be Signed..........................15
         12.15    Production of Evidence of Authority to Vote.................15
13.      DIRECTORS............................................................15
         13.1     First Directors; Number of Directors........................15
         13.2     Change in Number of Directors...............................16
         13.3     Directors' Acts Valid Despite Vacancy.......................16
         13.4     Qualifications of Directors.................................16
         13.5     Remuneration of Directors...................................16
         13.6     Reimbursement of Expenses of Directors......................16
         13.7     Special Remuneration for Directors..........................16
         13.8     Gratuity, Pension or Allowance on Retirement of Director....17
14.      ELECTION AND REMOVAL OF DIRECTORS....................................17
         14.1     Election at Annual General Meeting..........................17
         14.2     Consent to be a Director....................................17
         14.3     Failure to Elect or Appoint Directors.......................17
         14.4     Places of Retiring Directors Not Filled.....................17
         14.5     Directors May Fill Casual Vacancies.........................18
         14.6     Remaining Directors Power to Act............................18
         14.7     Shareholders May Fill Vacancies.............................18
         14.8     Additional Directors........................................18
         14.9     Ceasing to be a Director....................................18
         14.10    Removal of Director by Shareholders.........................18
         14.11    Removal of Director by Directors............................19
15.      ALTERNATE DIRECTORS..................................................19
         15.1     Appointment of Alternate Director...........................19
         15.2     Notice of Meetings..........................................19
         15.3     Alternate for More Than One Director Attending Meetings.....19
         15.4     Consent Resolutions.........................................19
         15.5     Alternate Director Not an Agent.............................19
         15.6     Revocation of Appointment of Alternate Director.............20
         15.7     Ceasing to be an Alternate Director.........................20
         15.8     Remuneration and Expenses of Alternate Director.............20
16.      POWERS AND DUTIES OF DIRECTORS.......................................20
         16.1     Powers of Management........................................20
         16.2     Appointment of Attorney of Company..........................20


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                                       iv


17.      DISCLOSURE OF INTEREST OF DIRECTORS..................................20
         17.1     Obligation to Account for Profits...........................20
         17.2     Restrictions on Voting by Reason of Interest................21
         17.3     Interested Director Counted in Quorum.......................21
         17.4     Disclosure of Conflict of Interest or Property..............21
         17.5     Director Holding Other Office in the Company................21
         17.6     No Disqualification.........................................21
         17.7     Professional Services by Director or Officer................21
         17.8     Director or Officer in Other Corporations...................21
18.      PROCEEDINGS OF DIRECTORS.............................................22
         18.1     Meetings of Directors.......................................22
         18.2     Voting at Meetings..........................................22
         18.3     Chair of Meetings...........................................22
         18.4     Meetings by Telephone or Other Communications Medium........22
         18.5     Calling of Meetings.........................................22
         18.6     Notice of Meetings..........................................22
         18.7     When Notice Not Required....................................23
         18.8     Meeting Valid Despite Failure to Give Notice................23
         18.9     Waiver of Notice of Meetings................................23
         18.10    Quorum......................................................23
         18.11    Validity of Acts Where Appointment Defective................23
         18.12    Consent Resolutions in Writing..............................23
19.      EXECUTIVE AND OTHER COMMITTEES.......................................24
         19.1     Appointment and Powers of Executive Committee...............24
         19.2     Appointment and Powers of Other Committees..................24
         19.3     Obligations of Committees...................................24
         19.4     Powers of Board.............................................24
         19.5     Committee Meetings..........................................25
20.      OFFICERS.............................................................25
         20.1     Directors May Appoint Officers..............................25
         20.2     Functions, Duties and Powers of Officers....................25
         20.3     Qualifications..............................................25
         20.4     Remuneration and Terms of Appointment.......................25
21.      INDEMNIFICATION......................................................26
         21.1     Definitions.................................................26
         21.2     Mandatory Indemnification of Directors and Former
                     Directors................................................26
         21.3     Indemnification of Other Persons............................26
         21.4     Non-Compliance with Business Corporations Act...............26
         21.5     Company May Purchase Insurance..............................26
22.      DIVIDENDS............................................................27
         22.1     Payment of Dividends Subject to Special Rights..............27
         22.2     Declaration of Dividends....................................27
         22.3     No Notice Required..........................................27
         22.4     Record Date.................................................27


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                                        v


         22.5     Manner of Paying Dividend...................................27
         22.6     Settlement of Difficulties..................................27
         22.7     When Dividend Payable.......................................27
         22.8     Dividends to be Paid in Accordance with
                     Number of Shares.........................................27
         22.9     Receipt by Joint Shareholders...............................28
         22.10    Dividend Bears No Interest..................................28
         22.11    Fractional Dividends........................................28
         22.12    Payment of Dividends........................................28
         22.13    Capitalization of Surplus...................................28
23.      DOCUMENTS, RECORDS AND REPORTS.......................................28
         23.1     Recording of Financial Affairs..............................28
         23.2     Inspection of Accounting Records............................28
24.      NOTICES..............................................................28
         24.1     Method of Giving Notice.....................................28
         24.2     Deemed Receipt of Mailing...................................29
         24.3     Certificate of Sending......................................29
         24.4     Notice to Joint Shareholders................................29
         24.5     Notice to Trustees..........................................29
25.      SEAL.................................................................30
         25.1     Who May Attest Seal.........................................30
         25.2     Sealing Copies..............................................30
         25.3     Mechanical Reproduction of Seal.............................30
26.      PROHIBITIONS.........................................................30
         26.1     Definitions.................................................30
         26.2     Application.................................................31
         26.3     Consent Required for Transfer of Shares or
                     Designated Securities....................................31
27.      PROVISIONS ATTACHING TO THE COMMON SHARES............................31


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                              HILTON RESOURCES LTD.
                                 (the "Company")

                                    ARTICLES



The Company has as its articles the following articles:

1.       INTERPRETATION

1.1      DEFINITIONS

In these Articles, unless the context otherwise requires:

(a)      "board of  directors",  "directors"  and "board" mean the  directors or
         sole director of the Company for the time being;

(b)      "Business   Corporations  Act"  means  the  Business  Corporations  Act
         (British  Columbia)  from  time  to time in  force  and all  amendments
         thereto and  includes  all  regulations  and  amendments  thereto  made
         pursuant to that Act;

(c)      "Interpretation  Act" means the  Interpretation  Act (British Columbia)
         from time to time in force and all amendments  thereto and includes all
         regulations and amendments thereto made pursuant to that Act;

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

(e)      "registered  address" of a shareholder means the shareholder's  address
         as recorded in the central securities register; and

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

1.2      BUSINESS CORPORATIONS ACT AND INTERPRETATION ACT DEFINITIONS APPLICABLE

The definitions in the Business  Corporations  Act and the definitions and rules
of construction in the Interpretation Act, with the necessary changes, so far as
applicable,  and unless the context requires otherwise,  apply to these Articles
as if they were an enactment. If there is a conflict between a definition in the
Business  Corporations  Act and a definition or rule in the  Interpretation  Act
relating  to a term  used in these  Articles,  the  definition  in the  Business
Corporations  Act  will  prevail  in  relation  to the use of the  term in these
Articles.  If  there is a  conflict  between  these  Articles  and the  Business
Corporations Act, the Business Corporations Act will prevail.

2.       SHARES AND SHARE CERTIFICATES

2.1      AUTHORIZED SHARE STRUCTURE

The authorized share structure of the Company consists of shares of the class or
classes and series, if any, described in the Notice of Articles of the Company.

2.2      FORM OF SHARE CERTIFICATE

Each share certificate  issued by the Company must comply with, and be signed as
required by, the Business Corporations Act.


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                                        2



2.3      SHAREHOLDER ENTITLED TO CERTIFICATE OR ACKNOWLEDGMENT

Each shareholder is entitled, without charge, to:

(a)      one share  certificate  representing the shares of each class or series
         of shares registered in the shareholder's name; or

(b)      a non-transferable written acknowledgment of the shareholder's right to
         obtain such a share certificate;

provided that in respect of a share held jointly by several persons, the Company
is not bound to issue more than one share  certificate  and  delivery of a share
certificate  for a share to one of several joint  shareholders  or to one of the
shareholders' duly authorized agents will be sufficient delivery to all.

2.4      DELIVERY BY MAIL

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
director,  officer  or  agent  of the  Company  is  liable  for any  loss to the
shareholder because the share certificate or acknowledgement is lost in the mail
or stolen.

2.5      REPLACEMENT OF WORN OUT OR DEFACED CERTIFICATE OR ACKNOWLEDGEMENT

If the directors are satisfied that a share  certificate  or a  non-transferable
written  acknowledgment of the shareholder's right to obtain a share certificate
is  worn  out or  defaced,  they  must,  on  production  to  them  of the  share
certificate or  acknowledgment,  as the case may be, and on such other terms, if
any, as they think fit:

(a) order the share  certificate  or  acknowledgment,  as the case may be, to be
cancelled; and

(b) issue a replacement share certificate or acknowledgment, as the case may be.

2.6      REPLACEMENT OF LOST, STOLEN OR DESTROYED CERTIFICATE OR ACKNOWLEDGMENT

If  a  share  certificate  or a  non-transferable  written  acknowledgment  of a
shareholder's  right to obtain a share certificate is lost, stolen or destroyed,
a replacement share certificate or  acknowledgment,  as the case may be, must be
issued to the person entitled to that share  certificate or  acknowledgment,  as
the case may be, if the directors receive:

(a)      proof satisfactory to them that the share certificate or acknowledgment
         is lost, stolen or destroyed; and

(b)      any indemnity the directors consider adequate.

2.7      SPLITTING SHARE CERTIFICATES

If a shareholder  surrenders a share  certificate  to the Company with a written
request  that the  Company  issue in the  shareholder's  name two or more  share
certificates,  each  representing  a  specified  number  of  shares  and  in the
aggregate  representing  the same number of shares as the share  certificate  so
surrendered, the Company must cancel the surrendered share certificate and issue
replacement share certificates in accordance with that request.


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                                        3



2.8      CERTIFICATE FEE

There  must be paid to the  Company,  in  relation  to the  issue  of any  share
certificate under Articles 2.5, 2.6 or 2.7, the amount if any, determined by the
directors,  which  must not  exceed the  amount  prescribed  under the  Business
Corporations Act.

2.9      RECOGNITION OF TRUSTS

Except as  required  by law or  statute  or these  Articles,  no person  will be
recognized  by the Company as holding any share upon any trust,  and the Company
is not 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
fraction of a share or (except as by law or statute or these  Articles  provided
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  the
shareholder.

3.       ISSUE OF SHARES

3.1      DIRECTORS AUTHORIZED

Subject to the Business Corporations Act and the rights of the holders of issued
shares of the Company,  the Company 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      COMMISSIONS AND DISCOUNTS

The Company may at any time,  pay a reasonable  commission or allow a reasonable
discount to any person in consideration of that person purchasing or agreeing to
purchase shares of the Company from the Company or any other person or procuring
or agreeing to procure purchasers for shares of the Company.

3.3      BROKERAGE

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      CONDITIONS OF ISSUE

Except as provided for by the Business  Corporations Act, no share may be issued
until it is fully paid. A share is fully paid when:

(a)      consideration  is provided to the Company for the issue of the share by
         one or more of the following:

         (i)      past  services  performed  for the Company;
         (ii)     property;
         (iii)    money; and

(b)      the  value of the  consideration  received  by the  Company  equals  or
         exceeds the issue price set for the share under Article 3.1.


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                                        4

3.5      SHARE PURCHASE WARRANTS AND RIGHTS

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.

4.       SHARE REGISTERS

4.1      CENTRAL SECURITIES REGISTER

As required by and subject to the  Business  Corporation  Act,  the Company must
maintain in British Columbia a central securities  register.  The directors may,
subject  to the  Business  Corporation  Act,  appoint an agent to  maintain  the
central securities register.  The directors may also appoint one or more agents,
including  the agent which keeps the central  securities  register,  as transfer
agent for its shares or any class or series of its  shares,  as the case may be,
and the same or  another  agent as  registrar  for its  shares or such  class or
series of its  shares,  as the case may be. The  directors  may  terminate  such
appointment of any agent at any time and may appoint another agent in its place.

4.2      CLOSING REGISTER

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

5.       SHARE TRANSFERS

5.1      REGISTERING TRANSFERS

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

(c)      if a non-transferable written acknowledgment 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   acknowledgment  has  been
         surrendered to the Company.

5.2      FORM OF INSTRUMENT OF TRANSFER

The instrument of transfer in respect of any share of the Company must be either
in the form, if any, on the back of the Company's  share  certificates or in any
other form that may be approved by the directors from time to time.

5.3      TRANSFEROR REMAINS SHAREHOLDER

Except to the extent that the Business Corporations Act otherwise provides,  the
transferor of shares is deemed to remain the holder of the shares until the name
of the transferee is entered in a securities  register of the Company in respect
of the transfer.

5.4      SIGNING OF INSTRUMENT OF TRANSFER

If a shareholder, or his or her duly authorized attorney, signs an instrument of
transfer in respect of shares  registered  in the name of the  shareholder,  the
signed instrument of transfer constitutes a complete and sufficient authority to
the



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                                        5


Company and its directors,  officers and agents to register the number of shares
specified in the instrument of transfer or specified in any other manner, or, if
no number is specified,  all the shares represented by the share certificates or
set  out in  the  written  acknowledgments  deposited  with  the  instrument  of
transfer:

(a)      in the name of the person named as  transferee  in that  instrument  of
         transfer; or

(b)      if no person is named as transferee in that instrument of transfer,  in
         the name of the person on whose behalf the  instrument is deposited for
         the purpose of having the transfer registered.

5.5      ENQUIRY AS TO TITLE NOT REQUIRED

Neither the Company nor any  director,  officer or agent of the Company is bound
to inquire into the title of the person named in the  instrument  of transfer as
transferee  or,  if no  person  is  named as  transferee  in the  instrument  of
transfer,  of the person on whose behalf the  instrument  is  deposited  for the
purpose of having the transfer  registered or is liable for any claim related to
registering  the transfer by the  shareholder  or by any  intermediate  owner or
holder of the shares,  of any interest in the shares,  of any share  certificate
representing such shares or of any written acknowledgment of a right to obtain a
share certificate for such shares.

5.6      TRANSFER FEE

There  must be paid to the  Company,  in  relation  to the  registration  of any
transfer, the amount, if any, determined by the directors.

6.       TRANSMISSION OF SHARES

6.1      LEGAL PERSONAL REPRESENTATIVE RECOGNIZED ON DEATH

In case of the death of a shareholder, the legal personal representative,  or if
the shareholder was a joint holder, the surviving joint holder, will be the only
person  recognized  by the  Company  as having  any  title to the  shareholder's
interest  in the  shares.  Before  recognizing  a  person  as a  legal  personal
representative,  the directors may require  proof of  appointment  by a court of
competent jurisdiction, a grant of letters probate, letters of administration or
such other evidence or documents as the directors consider appropriate.

6.2      RIGHTS OF LEGAL PERSONAL REPRESENTATIVE

The  legal  personal   representative  has  the  same  rights,   privileges  and
obligations  that attach to the shares held by the  shareholder,  including  the
right to transfer the shares in  accordance  with these  Articles,  provided the
documents required by the Business  Corporations Act and the directors have been
deposited with the Company.

7.       PURCHASE OF SHARES

7.1      COMPANY AUTHORIZED TO PURCHASE SHARES

Subject to Article  7.2,  the special  rights and  restrictions  attached to the
shares of any class or series and the  Business  Corporations  Act,  the Company
may, if  authorized  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.


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                                        6


7.2      PURCHASE WHEN INSOLVENT

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:

(a)      the Company is insolvent; or

(b)      making the payment or  providing  the  consideration  would  render the
         Company insolvent.

7.3      SALE AND VOTING OF PURCHASED SHARES

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, it:

(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.

8.       BORROWING POWERS

The Company, if authorized by the directors, may:

(a)      borrow  money in the  manner  and  amount,  on the  security,  from the
         sources and on the terms and conditions that they consider appropriate;

(b)      issue bonds,  debentures and other debt obligations  either outright or
         as security for any liability or obligation of the Company or any other
         person and at such  discounts  or  premiums  and on such other terms as
         they consider appropriate;

(c)      guarantee the repayment of money by any other person or the performance
         of any obligation of any other person; and

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

9.       ALTERATIONS

9.1      ALTERATION OF AUTHORIZED SHARE STRUCTURE

Subject to Article 9.2 and the  Business  Corporations  Act,  the Company may by
special resolution:

(a)      create  one or more  classes  or series  of  shares  or, if none of the
         shares of a class or series of shares are allotted or issued, eliminate
         that class or series of shares;

(b)      increase,  reduce or  eliminate  the maximum  number of shares that the
         Company is  authorized to issue out of any class or series of shares or
         establish 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;

(c)      subdivide  or  consolidate  all or any of its  unissued,  or fully paid
         issued, shares;

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


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                                        7

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

(e)      change all or any of its  unissued,  or fully paid issued,  shares with
         par value into shares  without par value or any of its unissued  shares
         without par value into shares with par value;

(f)      alter the identifying name of any of its shares; or

(g)      otherwise alter its shares or authorized  share structure when required
         or permitted to do so by the Business Corporations Act.

9.2      SPECIAL RIGHTS AND RESTRICTIONS

Subject to the Business Corporations Act, the Company may by special 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.

9.3      CHANGE OF NAME

The Company may by special  resolution  authorize an alteration of its Notice of
Articles in order to change its name.

9.4      OTHER ALTERATIONS

If the Business  Corporations  Act does not specify the type of  resolution  and
these  Articles do not specify  another type of  resolution,  the Company may by
special resolution alter these Articles.

10.      MEETINGS OF SHAREHOLDERS

10.1     ANNUAL GENERAL MEETINGS

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     RESOLUTION INSTEAD OF ANNUAL GENERAL MEETING

If all the  shareholders  who are entitled to vote at an annual general  meeting
consent by a 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     CALLING OF MEETINGS OF SHAREHOLDERS

The directors may, whenever they think fit, call a meeting of shareholders.


                                      -100-

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                                        8


10.4     NOTICE FOR MEETINGS OF SHAREHOLDERS

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 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;

(b)      otherwise, 10 days.

10.5     RECORD DATE FOR NOTICE

The directors  may set a date as the record date for the purpose of  determining
shareholders entitled to notice of 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.  The record date must
not precede the date on which the meeting is held by fewer than:

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

(b)      otherwise, 10 days.

If no record date is set, the record date is 5 p.m. Pacific Standard Time 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.

10.6     RECORD DATE FOR VOTING

The directors  may set a date as the record date for the purpose of  determining
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 p.m.  Pacific  Standard  Time 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     FAILURE TO GIVE NOTICE AND WAIVER OF NOTICE

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.

10.8     NOTICE OF SPECIAL BUSINESS AT MEETINGS OF SHAREHOLDERS

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 will 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


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                                        9

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

11.      PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1     SPECIAL BUSINESS

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

(a)      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;

(b)      at an annual general  meeting,  all business is special business except
         for the following:

         (i)      business relating to the conduct of or voting at the meeting;
         (ii)     consideration  of any  financial  statements  of  the  Company
                  presented to the meeting;
         (iii)    consideration of any reports of the directors or auditor;
         (iv)     the setting or changing of the number of directors;
         (v)      the election or appointment of directors;
         (vi)     the appointment of an auditor;
         (vii)    the setting of the remuneration of an auditor;
         (viii)   business  arising  out  of  a  report  of  the  directors  not
                  requiring   the  passing  of  a  special   resolution   or  an
                  exceptional resolution; and
         (ix)     any other business which, under these Articles or the Business
                  Corporations   Act,  may  be   transacted   at  a  meeting  of
                  shareholders  without prior notice of the business being given
                  to the shareholders.

11.2     SPECIAL MAJORITY

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.

11.3     QUORUM

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.

11.4     ONE SHAREHOLDER MAY CONSTITUTE QUORUM

If the Company has only one shareholder:

(a)      the  quorum is one  person  who is, or who  represents  by proxy,  that
         shareholder, and

(b)      that  shareholder,  present in person or by proxy,  may  constitute the
         meeting.

11.5     OTHER PERSONS MAY ATTEND

The  directors,  the president (if any),  the secretary (if any),  the assistant
secretary (if any),  any lawyer for the Company,  the auditor of the Company and
any other persons invited by the directors are entitled to attend any meeting of


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                                       10


shareholders, but if any of those persons does attend a meeting of shareholders,
that  person is not to be counted in the quorum and is not  entitled  to vote at
the meeting unless that person is a shareholder or proxy holder entitled to vote
at the meeting.

11.6     REQUIREMENT OF QUORUM

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 such quorum need not be present throughout the meeting.

11.7     LACK OF QUORUM

If,  within  one-half  hour from the time set for the  holding  of a meeting  of
shareholders, a quorum is not present:

(a)      in the case of a general meeting  requisitioned  by  shareholders,  the
         meeting is dissolved, and

(b)      in the case of any other meeting of  shareholders,  the meeting  stands
         adjourned to the same day in the next week at the same time and place.

11.8     LACK OF QUORUM AT SUCCEEDING MEETING

If, at the  meeting to which the  meeting  referred  to in Article  11.7(b)  was
adjourned,  a quorum is not present  within one- half hour from the time set for
the  holding  of the  meeting,  the  person or persons  present  and  being,  or
representing by proxy, one or more  shareholders  entitled to attend and vote at
the meeting constitute a quorum.

11.9     CHAIR

The  following  individual  is  entitled  to  preside  as chair at a meeting  of
shareholders:

(a)      the chair of the board, if any; or

(b)      if the chair of the board is absent or unwilling to act as chair of the
         meeting, the president, if any.

11.10    SELECTION OF ALTERNATE CHAIR

If, at any meeting of shareholders,  there is no chair of the board or president
present within 15 minutes after the time set for holding the meeting,  or if the
chair  of the  board  and the  president  are  unwilling  to act as chair of the
meeting,  or if the  chair of the  board  and the  president  have  advised  the
secretary, if any, or any director present at the meeting, that they will not be
present at the meeting, the directors present must choose one of their number to
be chair of the meeting or if all of the directors  present  decline to take the
chair or fail to so  choose  or if no  director  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.

11.11    ADJOURNMENTS

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.



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                                       11


11.12    NOTICE OF ADJOURNED MEETING

It is not  necessary  to give  any  notice  of an  adjourned  meeting  or of the
business to be transacted at an adjourned  meeting of shareholders  except that,
when a meeting is adjourned for 30 days or more, notice of the adjourned meeting
must be given as in the case of the original meeting.

11.13    DECISIONS BY SHOW OF HANDS OR POLL

Subject  to the  Business  Corporations  Act,  every  motion  put to a vote at a
meeting of shareholders will be decided on a show of hands unless a poll, before
or on the declaration of the result of the vote by show of hands, is directed by
the  chair or  demanded  by at least  one  shareholder  entitled  to vote who is
present in person or by proxy.

11.14    DECLARATION OF RESULT

The chair of a meeting of shareholders  must declare to the meeting the decision
on every  question  in  accordance  with the  result of the show of hands or the
poll,  as the case may be, and that  decision  must be entered in the minutes of
the meeting.  A  declaration  of the chair that a  resolution  is carried by the
necessary  majority or is defeated is, unless a poll is directed by the chair or
demanded under Article 11.13, conclusive evidence without proof of the number or
proportion of the votes recorded in favour of or against the resolution.

11.15    MOTION NEED NOT BE SECONDED

No motion  proposed at a meeting of  shareholders  need be  seconded  unless the
chair  of  the  meeting  rules  otherwise,  and  the  chair  of any  meeting  of
shareholders is entitled to propose or second a motion.

11.16    CASTING VOTE

In case of an equality  of votes,  the chair of a meeting of  shareholders  does
not,  either on a show of hands or on a poll,  have a second or casting  vote in
addition  to the  vote  or  votes  to  which  the  chair  may be  entitled  as a
shareholder.

11.17    MANNER OF TAKING POLL

Subject  to  Article  11.8,  if  a  poll  is  duly  demanded  at  a  meeting  of
shareholders:

(a)      the poll must be taken:

         (i)      at the  meeting,  or within  seven  days after the date of the
                  meeting, as the chair of the meeting directs; and
         (ii)     in the manner,  at the time and at the place that the chair of
                  the meeting directs;

(b)      the result of the poll is deemed to be the  decision  of the meeting at
         which the poll is demanded; and

(c)      the demand for the poll may be withdrawn by the person who demanded it.

11.18    DEMAND FOR POLL ON ADJOURNMENT

A poll demanded at a meeting of shareholders  on a question of adjournment  must
be taken immediately at the meeting.


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                                       12


11.19    CHAIR MUST RESOLVE DISPUTE

In the case of any dispute as to the admission or rejection of a vote given on a
poll,  the chair of the  meeting  must  determine  the  dispute,  and his or her
determination made in good faith is final and conclusive.

11.20    CASTING OF VOTES

On a poll,  a  shareholder  entitled to more than one vote need not cast all the
votes in the same way.

11.21    DEMAND FOR POLL

No poll may be  demanded in respect of the vote by which a chair of a meeting of
shareholders is elected.

11.22    DEMAND FOR POLL NOT TO PREVENT CONTINUANCE OF MEETING

The demand for a poll at a meeting of shareholders does not, unless the chair of
the meeting so rules,  prevent the continuation of a meeting for the transaction
of any business other than the question on which a poll has been demanded.

11.23    RETENTION OF BALLOTS AND PROXIES

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 proxyholder  entitled to vote at the meeting.  At the end of
such three month period, the Company may destroy such ballots and proxies.

12.      VOTES OF SHAREHOLDERS

12.1     NUMBER OF VOTES BY SHAREHOLDER OR BY SHARES

Subject to any special rights or restrictions  attached to any shares and to the
restrictions imposed on joint shareholders under Article 12.3:

(a)      on a vote by show of hands,  every person  present who is a shareholder
         or proxy holder and entitled to vote on the matter has one vote; and

(b)      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     VOTES OF PERSONS IN REPRESENTATIVE CAPACITY

A 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     VOTES BY JOINT HOLDERS

If there are joint shareholders registered in respect of any share:

(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


                                      -105-

<PAGE>



                                       13


(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 will be counted.

12.4     LEGAL PERSONAL REPRESENTATIVES AS JOINT SHAREHOLDERS

Two or more legal personal  representatives  of a shareholder in whose sole name
any share is  registered  are,  for the purposes of Article  12.3,  deemed to be
joint shareholders.

12.5     REPRESENTATIVE OF A CORPORATE SHAREHOLDER

If a  corporation,  that is not a subsidiary of the Company,  is a  shareholder,
that  corporation  may  appoint  a person  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; and

(b)      if a representative is appointed under this Article 12.5:

         (i)      he 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.

12.6     PROXY PROVISIONS DO NOT APPLY TO ALL COMPANIES

Articles 12.7 to 12.15 do not apply to the Company if and for so long as it is:

(a)      a public company; or

(b)      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.

12.7     APPOINTMENT OF PROXY HOLDERS

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.


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<PAGE>



                                       14


12.8     ALTERNATE PROXY HOLDERS

A  shareholder  may appoint one or more  alternate  proxy  holders to act in the
place of an absent proxy holder.

12.9     WHEN PROXY HOLDER NEED NOT BE SHAREHOLDER

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 12.5;

(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.

12.10    DEPOSIT OF PROXY

A proxy for a meeting of shareholders must:

(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.

12.11    VALIDITY OF PROXY VOTE

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.

12.12    FORM OF PROXY

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:

                                (NAME OF COMPANY)
                                 (the "Company")

         The  undersigned,  being a shareholder of the Company,  hereby appoints
         [name] or, failing that person,


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<PAGE>



                                       15


         [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  if given in  respect  of all  shares
         registered in the name of the shareholder): ____________________

                                            Signed [month, day, year]

                                            ____________________________________
                                            [Signature of shareholder]

                                            ____________________________________

                                            [Name of shareholder--printed]

12.13    REVOCATION OF PROXY

Subject to Article 12.14, 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

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

12.14    REVOCATION OF PROXY MUST BE SIGNED

An instrument referred to in Article 12.13 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 or
         her legal personal representative or trustee in bankruptcy;

(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 12.5.

12.15    PRODUCTION OF EVIDENCE OF AUTHORITY TO VOTE

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.

13.      DIRECTORS

13.1     FIRST DIRECTORS; NUMBER OF DIRECTORS

The first  directors  are the persons  designated as directors of the Company in
the Notice of Articles that applies to the Company when it is  recognized  under
the Business  Corporations  Act. The number of directors,  excluding  additional
directors appointed under Article 14.8, is set at:

(a)      subject to paragraphs  13.1(b)and 13.1(c), the number of directors that
         is 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
         recent set of:


                                      -108-

<PAGE>



                                       16


         (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 14.4:

(c)      if the Company is not a public company, the most recent 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 14.4.

13.2     CHANGE IN NUMBER OF DIRECTORS

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

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

(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     DIRECTORS' ACTS VALID DESPITE VACANCY

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 is in
office.

13.4     QUALIFICATIONS OF DIRECTORS

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

13.5     REMUNERATION OF DIRECTORS

The directors are entitled to the remuneration for acting as directors,  if any,
as the  directors may from time to time  determine.  If the directors so decide,
the  remuneration  of  the  directors,   if  any,  will  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.

13.6     REIMBURSEMENT OF EXPENSES OF DIRECTORS

The Company must reimburse each director for the reasonable  expenses that he or
she may incur in and about the business of the Company.

13.7     SPECIAL REMUNERATION FOR DIRECTORS

If any 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 if any director is  otherwise  specially  occupied in or about the  Company's
business, he or she may be paid remuneration fixed by the directors,  or, at the
option of that director, fixed by ordinary resolution, and such remuneration may
be either in addition to,or in substitution for, any other  remuneration that he
or she may be entitled to receive.


                                      -109-

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                                       17


13.8     GRATUITY, PENSION OR ALLOWANCE ON RETIREMENT OF DIRECTOR

Unless otherwise determined by ordinary  resolution,  the directors on behalf of
the Company  may pay a gratuity or pension or  allowance  on  retirement  to any
director who has held any salaried office or place of profit with the Company or
to his or her spouse or dependants  and may make  contributions  to any fund and
pay premiums for the  purchase or  provision  of any such  gratuity,  pension or
allowance.

14.      ELECTION AND REMOVAL OF DIRECTORS

14.1     ELECTION AT ANNUAL GENERAL MEETING

At every annual general meeting and in every unanimous  resolution  contemplated
by Article 10.2:

(a)      the shareholders entitled to vote at the annual general meeting for the
         election  of  directors  must  elect,  or in the  unanimous  resolution
         appoint, a board of directors consisting of the number of directors for
         the time being set under these Articles; and

(b)      all the directors cease to hold office  immediately before the election
         or appointment of directors under paragraph  14.1(b),  but are eligible
         for re-election or re-appointment.

14.2     CONSENT TO BE A DIRECTOR

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

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

14.3     FAILURE TO ELECT OR APPOINT DIRECTORS

If:

(a)      the  Company  fails  to hold an  annual  general  meeting,  and all the
         shareholders who are entitled to vote at an annual general meeting fail
         to pass the unanimous  resolution  contemplated  by Article 10.2, on or
         before the date by which the annual  general  meeting is required to be
         held under the Business Corporations Act; or

(b)      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:

(c)      the date on which his or her successor is elected or appointed; and

(d)      the date on which he or she  otherwise  ceases to hold office under the
         Business Corporations Act or these Articles.

14.4     PLACES OF RETIRING DIRECTORS NOT FILLED

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 that
election,  those retiring  directors who are not re-elected and who are asked by
the newly  elected  directors to continue in office  will,  if willing to do so,
continue in office to complete the number of directors

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                                       18


for the time being set pursuant to these  Articles  until  further new directors
are elected at a meeting of shareholders  convened for that 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 set pursuant to these
Articles,  the  number of  directors  of the  Company is deemed to be set at the
number of directors actually elected or continued in office.

14.5     DIRECTORS MAY FILL CASUAL VACANCIES

Any casual  vacancy  occurring  in the board of  directors  may be filled by the
directors.

14.6     REMAINING DIRECTORS POWER TO ACT

The directors may act notwithstanding any vacancy in the board of directors, 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 of summoning a meeting of
shareholders  for the purpose of filling any vacancies on the board of directors
or, subject to the Business Corporations Act, for any other purpose.

14.7     SHAREHOLDERS MAY FILL VACANCIES

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 of directors.

14.8     ADDITIONAL DIRECTORS

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
appointed under this Article 14.8 must not at any time exceed:

(a)      one-third  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, one-third of the number of the current directors who
         were elected or  appointed  as directors  other than under this Article
         14.8.

Any  director so  appointed  ceases to hold office  immediately  before the next
election or appointment of directors under Article 14.1(a),  but is eligible for
re-election or re-appointment.

14.9     CEASING TO BE A DIRECTOR

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 as a director by notice in writing provided to the
         Company or a lawyer for the Company; or

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

14.10    REMOVAL OF DIRECTOR BY SHAREHOLDERS

The Company may remove any director  before the expiration of his or her term of
office by special  resolution.  In that event,  the  shareholders  may elect, or
appoint by ordinary resolution, a director to fill the resulting vacancy. If the


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                                       19


shareholders  do not elect or appoint a 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    REMOVAL OF DIRECTOR BY DIRECTORS

The directors may remove any director  before the  expiration of his or her 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 and does not
promptly resign,  and the directors may appoint a director to fill the resulting
vacancy.

15.      ALTERNATE DIRECTORS

15.1     APPOINTMENT OF ALTERNATE DIRECTOR

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 or her  alternate to act in his or her 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 or her  appointor  within a  reasonable  time
after the notice of appointment is received by the Company.

15.2     NOTICE OF MEETINGS

Every  alternate  director so appointed is entitled to notice of meetings of the
directors  and of committees of the directors of which his or her appointor is a
member and to attend and vote as a director at any such meetings at which his or
her appointor is not present.

15.3     ALTERNATE FOR MORE THAN ONE DIRECTOR ATTENDING MEETINGS

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

(a)      will be counted in  determining  the quorum for a meeting of  directors
         once for each of his or her 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 or her
         appointors and, in the case of an appointee who is also a director,  an
         additional vote in that capacity;

(c)      will be counted in determining  the quorum for a meeting of a committee
         of directors  once for each of his or her 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;

(d)      has a separate  vote at a meeting of a committee of directors  for each
         of his or her  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     CONSENT RESOLUTIONS

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

15.5     ALTERNATE DIRECTOR NOT AN AGENT

Every alternate director is deemed not to be the agent of his or her appointor.


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                                       20


15.6     REVOCATION OF APPOINTMENT OF ALTERNATE DIRECTOR

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

15.7     CEASING TO BE AN ALTERNATE DIRECTOR

The appointment of an alternate director ceases when:

(a)      his  or her  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 or her appointor revokes the appointment of the alternate director.

15.8     REMUNERATION AND EXPENSES OF ALTERNATE DIRECTOR

The Company may reimburse an alternate director for the reasonable expenses that
would be properly  reimbursed  if he or she 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.

16.      POWERS AND DUTIES OF DIRECTORS

16.1     POWERS OF MANAGEMENT

The directors must, subject to the Business Corporations Act and these Articles,
manage or supervise  the  management  of the business and affairs of the Company
and have the 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.

16.2     APPOINTMENT OF ATTORNEY OF COMPANY

The directors  may from time to time, by power of attorney or other  instrument,
under seal if 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 power to fill vacancies in the board of directors, to
remove a  director,  to change  the  membership  of, or fill  vacancies  in, any
committee  of the  directors,  to appoint or remove  officers  appointed  by the
directors  and to  declare  dividends)  and  for  such  period,  and  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.

17.      DISCLOSURE OF INTEREST OF DIRECTORS

17.1     OBLIGATION TO ACCOUNT FOR PROFITS

A director or senior  officer who holds a disclosable  interest (as that term is
used in the Business  Corporations  Act) in a contract or transaction into which
the Company has entered or proposes to enter is liable to account to the


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                                       21


Company for any profit that accrues to the director or senior  officer  under or
as a result of the contract or transaction only if and to the extent provided in
the Business Corporations Act.

17.2     RESTRICTIONS ON VOTING BY REASON OF INTEREST

A director who holds a disclosable  interest in a contract or  transaction  into
which the Company  has  entered or proposes to enter is not  entitled to vote on
any directors'  resolution to approve that contract or  transaction,  unless all
the directors have a disclosable  interest in that contract or  transaction,  in
which case any or all of those directors may vote on such resolution.

17.3     INTERESTED DIRECTOR COUNTED IN QUORUM

A director who holds a disclosable  interest in a contract or  transaction  into
which the  Company  has  entered or  proposes to enter and who is present at the
meeting of directors  at which the contract or  transaction  is  considered  for
approval may be counted in the quorum at the meeting whether or not the director
votes on any or all of the resolutions considered at the meeting.

17.4     DISCLOSURE OF CONFLICT OF INTEREST OR PROPERTY

A director or senior  officer who holds any office or  possesses  any  property,
right or interest that could result, directly or indirectly,  in the creation of
a duty or interest that  materially  conflicts  with that  individual's  duty or
interest as a director or senior officer, must disclose the nature and extent of
the conflict as required by the Business Corporations Act.

17.5     DIRECTOR HOLDING OTHER OFFICE IN THE COMPANY

A director may hold any office or place of profit with the  Company,  other than
the  office of  auditor  of the  Company,  in  addition  to his or her office of
director for the period and on the terms (as to  remuneration or otherwise) that
the directors may determine.

17.6     NO DISQUALIFICATION

No  director  or intended  director  is  disqualified  by his or her office from
contracting  with the Company either with regard to the holding of any office or
place of profit the director  holds with the Company 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 is liable to be voided for
that reason.

17.7     PROFESSIONAL SERVICES BY DIRECTOR OR OFFICER

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 is entitled to remuneration for professional  services as
if that director or officer were not a director or officer.

17.8     DIRECTOR OR OFFICER IN OTHER CORPORATIONS

A director or officer may be or become a  director,  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, the
director or officer is not  accountable to the Company for any  remuneration  or
other  benefits  received by him or her as director,  officer or employee of, or
from his or her interest in, such other person.


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                                       22


18.      PROCEEDINGS OF DIRECTORS

18.1     MEETINGS OF DIRECTORS

The  directors  may meet  together  for the  conduct 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.

18.2     VOTING AT MEETINGS

Questions arising at any meeting of directors are to be decided by a majority of
votes and, in the case of an equality  of votes,  the chair of the meeting  does
not have a second or casting vote.

18.3     CHAIR OF MEETINGS

The  following  individual  is  entitled  to  preside  as chair at a meeting  of
directors:

(a)      the chair of the board, if any;

(b)      in the absence of the chair of the board, the president, if any, if the
         president is a director; or

(c)      any other director chosen by the directors if:

(d)      neither the chair of the board nor the  president,  if a  director,  is
         present at the meeting within 15 minutes after the time set for holding
         the meeting;

(e)      neither the chair of the board nor the  president,  if a  director,  is
         willing to chair the meeting; or

(f)      the chair of the board and the president,  if a director,  have advised
         the  secretary,  if any, or any other  director,  that they will not be
         present at the meeting.

18.4     MEETINGS BY TELEPHONE OR OTHER COMMUNICATIONS MEDIUM

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     CALLING OF MEETINGS

A director may, and the secretary or an assistant  secretary of the Company,  if
any, on the request of a director  must,  call a meeting of the directors at any
time.

18.6     NOTICE OF MEETINGS

Other than for meetings held at regular intervals as determined by the directors
pursuant to Article 18.1,  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 25.1 or
orally or by telephone.


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                                       23


18.7     WHEN NOTICE NOT REQUIRED

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     MEETING VALID DESPITE FAILURE TO GIVE NOTICE

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 proceedings at that meeting.

18.9     WAIVER OF NOTICE OF MEETINGS

Any director or alternate  director may send to the Company a document signed by
him or her waiving notice of any past,  present or future meeting or meetings of
the  directors and may at any time withdraw that 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 any meeting of the
directors  need be given to that  director  and,  unless the director  otherwise
requires by notice in writing to the Company,  to his or her 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    QUORUM

The quorum necessary for the transaction of the business of the directors may be
set by  resolution  of the  directors  and,  if not so set,  is  deemed  to be a
majority  of the  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    VALIDITY OF ACTS WHERE APPOINTMENT DEFECTIVE

Subject to 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    CONSENT RESOLUTIONS IN WRITING

A resolution of the directors or of 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, 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.


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                                       24


19.      EXECUTIVE AND OTHER COMMITTEES

19.1     APPOINTMENT AND POWERS OF EXECUTIVE COMMITTEE

The directors may, by resolution,  appoint an executive committee  consisting of
the director or directors  that they consider  appropriate,  and this  committee
has, during the intervals between meetings of the board of directors, all of the
directors' powers, except:

(a)      the power to fill vacancies in the board of directors;

(b)      the power to remove a director;

(c)      the power to  change  the  membership  of, or fill  vacancies  in,  any
         committee of the directors; and

(d)      such other powers,  if any, as may be set out in the  resolution or any
         subsequent directors' resolution.

19.2     APPOINTMENT AND POWERS OF OTHER COMMITTEES

The directors may, by resolution:

(a)      appoint one or more  committees  (other than the  executive  committee)
         consisting of the director or directors that they consider appropriate;

(b)      delegate to a committee  appointed under  paragraph  19.2(a) any of the
         directors' powers, except:

         (i)      the power to fill vacancies in the board of directors;
         (ii)     the power to remove a director;
         (iii)    the power to change the  membership  of, or fill vacancies in,
                  any committee of the directors; and
         (iv)     the power to  appoint  or  remove  officers  appointed  by the
                  directors; and

(c)      make any  delegation  referred to in paragraph  19.2(b)  subject to the
         conditions  set  out in the  resolution  or any  subsequent  directors'
         resolution.

19.3     OBLIGATIONS OF COMMITTEES

Any  committee  appointed  under  Articles  19.1 or 19.2, in the exercise of the
powers delegated to it, must:

(a)      conform to any rules that may from time to time be imposed on it by the
         directors; and

(b)      report  every act or thing  done in  exercise  of those  powers at such
         times as the directors may require.

19.4     POWERS OF BOARD

The  directors  may, at any time,  with respect to a committee  appointed  under
Articles 19.1 or 19.2:

(a)      revoke or alter the  authority  given to the  committee,  or override a
         decision  made by the  committee,  except as to acts done  before  such
         revocation, alteration or overriding;

(b)      terminate  the  appointment  of,  or  change  the  membership  of,  the
         committee; and

(c)      fill vacancies in the committee.


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<PAGE>



                                       25


19.5     COMMITTEE MEETINGS

Subject to Article  19.3(a) and unless the  directors  otherwise  provide in the
resolution  appointing  the  committee  or in any  subsequent  resolution,  with
respect to a committee appointed under Articles 19.1 or 19.2:

(a)      the committee may meet and adjourn as it thinks proper;

(b)      the  committee  may elect a chair of its meetings but, if no chair of a
         meeting is elected,  or if at a meeting the chair of 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;

(c)      a majority of the members of the committee  constitutes a quorum of the
         committee; and

(d)      questions  arising at any meeting of the committee are  determined by a
         majority of votes of the members present, and in case of an equality of
         votes, the chair of the meeting does not have a second or casting vote.

20.      OFFICERS

20.1     DIRECTORS MAY APPOINT OFFICERS

The directors  may,  from time to time,  appoint such  officers,  if any, as the
directors  determine  and the  directors  may, at any time,  terminate  any such
appointment.

20.2     FUNCTIONS, DUTIES AND POWERS OF OFFICERS

The directors may, for each officer:

(a)      determine the functions and duties of the officer;

(b)      entrust to and confer on the officer any of the powers  exercisable  by
         the directors on such terms and conditions  and with such  restrictions
         as the directors think fit; and

(c)      revoke, withdraw, alter or vary all or any of the functions, duties and
         powers of the officer.

20.3     QUALIFICATIONS

No officer may be appointed  unless that officer is qualified in accordance with
the Business  Corporations Act. 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. Any other officer need not be a director.

20.4     REMUNERATION AND TERMS OF APPOINTMENT

All  appointments  of officers are to be made on the terms and conditions and at
the remuneration  (whether by way of salary, fee,  commission,  participation in
profits  or  otherwise)  that  the  directors  thinks  fit  and are  subject  to
termination at the pleasure of the directors,  and an officer may in addition to
such  remuneration  be entitled to receive,  after he or she ceases to hold such
office or leaves the employment of the Company, a pension or gratuity.


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                                       26


21.      INDEMNIFICATION

21.1     DEFINITIONS

In this Article 21:

(a)      "eligible penalty" means a judgment, penalty or fine awarded or imposed
         in, or an amount paid in settlement of, an eligible proceeding;

(b)      "eligible proceeding" means a legal proceeding or investigative action,
         whether current, threatened, pending or completed, in which a director,
         former  director or  alternate  director  of the Company (an  "eligible
         party") or any of the heirs and legal personal  representatives  of the
         eligible  party, by reason of the eligible party being or having been a
         director or alternate director of the Company:

         (i)      is or may be joined as a party; or
         (ii)     is or may be liable for or in respect of a  judgment,  penalty
                  or fine in, or expenses related to, the proceeding; and

(c)      "expenses" has the meaning set out in the Business Corporations Act.

21.2     MANDATORY INDEMNIFICATION OF DIRECTORS AND FORMER DIRECTORS

Subject to the Business Corporations Act, the Company must indemnify a director,
former  director or  alternate  director of the Company and his or her heirs and
legal  personal  representatives  against all  eligible  penalties to which such
person is or may be liable, and the Company must, after the final disposition of
an eligible  proceeding,  pay the expenses  actually and reasonably  incurred by
such person in respect of that proceeding.  Each director and alternate director
is deemed to have  contracted  with the  Company  on the terms of the  indemnity
contained in this Article 21.2.

21.3     INDEMNIFICATION OF OTHER PERSONS

Subject to any  restrictions in the Business  Corporations  Act, the Company may
indemnify any person.

21.4     NON-COMPLIANCE WITH BUSINESS CORPORATIONS ACT

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

21.5     COMPANY MAY PURCHASE INSURANCE

The Company may purchase and  maintain  insurance  for the benefit of any person
(or his or her heirs or legal personal representatives) who:

(a)      is or was a director, alternate director, officer, employee or agent of
         the Company;

(b)      is or was a director, alternate director, officer, employee or agent of
         a corporation at a time when the  corporation is or was an affiliate of
         the Company;

(c)      at  the  request  of  the  Company,  is or  was a  director,  alternate
         director,  officer,  employee  or  agent  of  a  corporation  or  of  a
         partnership, trust, joint venture or other unincorporated entity;

(d)      at the request of the Company,  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;



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                                       27


against  any  liability  incurred  by him or her  as  such  director,  alternate
director, officer, employee or agent or person who holds or held such equivalent
position.

22.      DIVIDENDS

22.1     PAYMENT OF DIVIDENDS SUBJECT TO SPECIAL RIGHTS

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

22.2     DECLARATION OF DIVIDENDS

Subject to the Business  Corporations  Act, the  directors may from time to time
declare and authorize payment of such dividends as they may deem advisable.

22.3     NO NOTICE REQUIRED

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

22.4     RECORD DATE

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 p.m.  Pacific  Standard  Time on the
date on which the directors pass the resolution declaring the dividend.

22.5     MANNER OF PAYING DIVIDEND

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     SETTLEMENT OF DIFFICULTIES

If any  difficulty  arises in regard to a  distribution  under Article 22.5, the
directors may settle the difficulty as they deem advisable,  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     WHEN DIVIDEND PAYABLE

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

22.8     DIVIDENDS TO BE PAID IN AACCORDANCE WITH NUMBER OF SHARES

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


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                                       28


22.9     RECEIPT BY JOINT SHAREHOLDERS

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    DIVIDEND BEARS NO INTEREST

No dividend bears interest against the Company.

22.11    FRACTIONAL DIVIDENDS

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    PAYMENT OF DIVIDENDS

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 will, to
the  extent of the sum  represented  by the  cheque  (plus the amount of the tax
required by law to be deducted), discharge all liability for the dividend unless
such cheque is not paid on  presentation or the amount of tax so deducted is not
paid to the appropriate taxing authority.

22.13    CAPITALIZATION OF SURPLUS

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.

23.      DOCUMENTS, RECORDS AND REPORTS

23.1     RECORDING OF FINANCIAL AFFAIRS

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     INSPECTION OF ACCOUNTING RECORDS

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.

24.      NOTICES

24.1     METHOD OF GIVING NOTICE

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:


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                                       29


(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;
         (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;
         (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; and

(e)      physical delivery to the intended recipient.

24.2     DEEMED RECEIPT OF MAILING

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     CERTIFICATE OF SENDING

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     NOTICE TO JOINT SHAREHOLDERS

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     NOTICE TO TRUSTEES

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


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                                       30


         (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  24.5(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.

25.      SEAL

25.1     WHO MAY ATTEST SEAL

Except as provided in Articles 26.2 and 26.3,  the Company's  seal, if any, must
not be impressed 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.

25.2     SEALING COPIES

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     MECHANICAL REPRODUCTION OF SEAL

The  directors  may authorize the seal to be impressed 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 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 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  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  are for all  purposes  deemed to be under and to bear the
seal impressed on them.

26.      PROHIBITIONS

26.1     DEFINITIONS

In this Article 26:

(a)      "designated security" means:

         (i)      a voting security of the Company;


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                                       31


         (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   26.1(a)(i)  and
                  26.1(a)(ii);

(b)      "security"  has the meaning  assigned in the  Securities  Act  (British
         Columbia)  from time to time in force and all  amendments  thereto  and
         includes all regulations  and amendments  thereto made pursuant to that
         Act;

(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.

26.2     APPLICATION

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     CONSENT REQUIRED FOR TRANSFER OF SHARES OR DESIGNATED SECURITIES

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.

27.      PROVISIONS ATTACHING TO THE COMMON SHARES

The common  shares of the Company  shall have  attached  thereto  the  following
rights, privileges, restrictions and conditions:

(a)      Dividends

         Subject to the prior rights of the holders of any other shares  ranking
         senior to the common  shares with respect to priority in the payment of
         dividends,  the holders of common  shares  shall be entitled to receive
         dividends and the Corporation shall pay dividends thereon,  as and when
         declared by the board of  directors  of the  Corporation  out of moneys
         properly applicable to the payment of dividends,  in such amount and in
         such form as the board of directors of the Corporation may from time to
         time  determine and all  dividends  which the board of directors of the
         Corporation may declare on the common shares shall be declared and paid
         in  equal   amounts  per  share  on  all  common  shares  at  the  time
         outstanding.


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                                       32


(b)      Dissolution

         In the  event of the  dissolution,  liquidation  or  winding-up  of the
         Corporation,   whether   voluntary   or   involuntary,   or  any  other
         distribution of assets of the Corporation  among its  shareholders  for
         the purpose of winding-up  its affairs,  subject to the prior rights of
         the holders of any other  shares  ranking  senior to the common  shares
         with   respect  to  priority  in  the   distribution   of  assets  upon
         dissolution, liquidation, winding-up or distribution for the purpose of
         winding-up,  the  holders of the common  shares  shall be  entitled  to
         receive the remaining property and assets of the Corporation.

(c)      Voting Rights

         The holders of the common shares shall be entitled to receive notice of
         and to attend all meetings of the  shareholders  of the Corporation and
         shall have one vote for each common  share held at all  meetings of the
         shareholders of the Corporation,  except meetings at which only holders
         of another  specified  class or series of shares of the Corporation are
         entitled to vote separately as a class or series.


Approved by Shareholders on November 18, 2004.

Approved by the Directors on November 18, 2004.

Signed:


/s/ Nick DeMare
-----------------------------------
Nick DeMare, President and Director

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