---

| | Incorporation Number: 
| | ----------------------
| |                       
| | **C0808492**          
| | ______________________

ARTICLES

OF

SENSE TECHNOLOGIES INC.

|1.  | INTERPRETATION                                | 2 
|--- | --------------------------------------------- | --
|2.  | SHARES
      AND SHARE CERTIFICATES           | 2 
|3.  | ISSUE
      OF SHARES                         | 4 
|4.  | SHARE
      REGISTERS                         | 4 
|5.  | SHARE
      TRANSFERS                         | 5 
|6.  | TRANSMISSION
      OF SHARES                  | 6 
|7.  | PURCHASE
      AND REDEMPTION OF SHARES       | 7 
|8.  | BORROWING
      POWERS                        | 7 
|9.  | ALTERATIONS                                   | 8 
|10. | MEETINGS
      OF SHAREHOLDERS                | 9 
|11. | PROCEEDINGS
      AT MEETINGS OF SHAREHOLDERS | 10
|12. | VOTES
      OF SHAREHOLDERS                   | 14
|13. | DIRECTORS                                     | 17
|14. | ELECTION
      AND REMOVAL OF DIRECTORS       | 18
|15. | ALTERNATE
      DIRECTORS                     | 20
|16. | POWERS
      AND DUTIES OF DIRECTORS          | 21
|17. | INTERESTS
      OF DIRECTORS AND OFFICERS     | 22
|18. | PROCEEDINGS
      OF DIRECTORS                | 23
|19. | EXECUTIVE
      AND OTHER COMMITTEES          | 25
|20. | OFFICERS                                      | 26
|21. | INDEMNIFICATION                               | 26
|22. | DIVIDENDS
      AND RESERVES                  | 28
|23. | ACCOUNTING
      RECORDS AND AUDITORS         | 29
|24. | NOTICES                                       | 29
|25. | SEAL                                          | 31
|26. | MECHANICAL
      REPRODUCTION OF SIGNATURES   | 31
|27. | PROHIBITIONS                                  | 32
|28. | SPECIAL
      RIGHTS AND RESTRICTIONS         | 33

MORTON & COMPANY

Page 1 of 33

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Province of British Columbia

Business Corporations Act

Articles of Sense Technologies Inc. (the
Company)

|1.  | INTERPRETATION
|--- | --------------
|    |               
|1.1 | Definitions   

In these Articles, unless the context otherwise requires:

|(1) | board of directors, directors and board mean the
      directors or sole director of the Company for the time being;                                                                                                              
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                         
|(2) | 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;
|    |                                                                                                                                                                                                                                         
|(3) | 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;               
|    |                                                                                                                                                                                                                                         
|(4) | legal personal representative means the personal or
      other legal representative of the shareholder;                                                                                                                              
|    |                                                                                                                                                                                                                                         
|(5) | registered address of a shareholder means the
      shareholders address as recorded in the central securities
    register;                                                                                                         
|    |                                                                                                                                                                                                                                         
|(6) | seal means the seal of the Company, if any;                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                         
|(7) | "solicitor of the Company" means any partner, associate
      or articled student of the law firm retained by the Company in respect of
      the matter in connection with which the term is
used.                                     

|1.2 | Business Corporations ActandInterpretation ActDefinitions 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 or inconsistency between these Articles and the Business
Corporations Act, the Business Corporations Act will prevail.

|2.  | SHARES ANDSHARECERTIFICATES
|--- | ---------------------------
|    |                            
|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 shall be in such
form as the directors may determine and approve and must comply with, and be
signed as required by, the Business Corporations Act.

MORTON & COMPANY

Page 2 of 33

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|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 or acknowledgement and delivery of a share
certificate or acknowledgement to one of several joint shareholders or to a duly
authorized agent of one of the joint shareholders 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:

|(1) | order the share certificate or acknowledgment, as the
      case may be, to be cancelled; and
|--- | ---------------------------------------------------------------------------------------------
|    |                                                                                              
|(2) | 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:

|(1) | proof satisfactory to them that the share certificate or
      acknowledgment is lost, stolen or destroyed; and
|--- | ---------------------------------------------------------------------------------------------------------------
|    |                                                                                                                
|(2) | 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.

|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 and
which must not exceed the amount prescribed under the Business Corporations
Act, determined by the directors.

|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 required by law or statute

MORTON & COMPANY

Page 3 of 33

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or these Articles or as ordered by a court of competent
jurisdiction) any other rights in respect of any share except an absolute right
to the entirety thereof in the shareholder.

|3.  | ISSUE OFSHARES      
|--- | --------------------
|    |                     
|3.1 | Directors Authorized

Subject to the Business Corporations Act and the rights,
if any, 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:

|(1) | consideration is provided to the Company for the issue of
      the share by one or more of the following:                             
|--- | ---------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                        
|    | (a)                                                                                                                                    
|    |                                                                                                                                        
|    | (b)                                                                                                                                    
|    |                                                                                                                                        
|    | (c)                                                                                                                                    
|    |                                                                                                                                        
|(2) | the value of the consideration received by the Company
      equals or exceeds the issue price set for the share under Article
    3.1.

|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.  | SHAREREGISTERS             
|--- | ---------------------------
|    |                            
|4.1 | Central Securities
Register

As required by and subject to the Business Corporations
Act, the Company must maintain in British Columbia a central securities
register. The directors may, subject to the Business Corporations Act,
appoint an agent to maintain the central

MORTON & COMPANY

Page 4 of 33

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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.  | SHARETRANSFERS             
|--- | ---------------------------
|    |                            
|5.1 | Private Issuer
Restrictions

The provisions of Article 27 shall apply to any proposed
transfer of a share of the Company.

|5.2 | Registering Transfers
|--- | ---------------------

A transfer of a share of the Company must not be registered
unless the Company or the transfer agent or registrar for the class or series of
share to be transferred has received:

|(1) | an instrument of transfer, duly executed by the
      transferor or a duly authorized attorney of the transferor, in respect of
      the share;                                                                                                                            
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                             
|(2) | if a share certificate has been issued by the Company in
      respect of the share to be transferred, that share certificate;                                                                                                                                              
|    |                                                                                                                                                                                                                                                                             
|(3) | 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;
      and                                                  
|    |                                                                                                                                                                                                                                                                             
|(4) | such other evidence, if any, as the directors or the
      transfer agent may require to prove the title of the transferor or his
      duly authorized attorney or the right to transfer the shares, and the
      right of the transferee to have the transfer
registered.

|5.3 | 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.

|5.4 | 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.

|5.5 | 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 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:

|(1) | in the name of the person named as transferee
      in that instrument of transfer; or
|--- | --------------------------------------------------------------------------------------

MORTON & COMPANY

Page 5 of 33

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|(2) | 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.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5.6 | 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.

|5.7 | Transfer Agent
|--- | --------------

The Company may appoint one or more trust companies or agents
as its transfer agent for the purpose of issuing, countersigning, registering,
transferring and certifying the shares and share certificates of the Company.

|5.8 | 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 OFSHARES                                  
|--- | -------------------------------------------------------
|    |                                                        
|6.1 | Legal Personal Representative Recognized on
      Death

In case of the death of a shareholder, the legal personal
representative of the shareholder, in the case of shares registered in the
shareholders name and the name of another person in joint tenancy, 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 of a shareholder, 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
|--- | ---------------------------------------

Subject to Article 6.1, on death or bankruptcy, the legal
personal representative of a shareholder 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.

|6.3 | Registration of Legal Personal
      Representative
|--- | ---------------------------------------------------

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

MORTON & COMPANY

Page 6 of 33

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|7.  | PURCHASE ANDREDEMPTION OFSHARES                    
|--- | ---------------------------------------------------
|    |                                                    
|7.1 | Company Authorized to Purchase or Redeem
    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 the directors, purchase, redeem or
otherwise acquire any of its shares at the price and upon the terms the
directors determine. The Company may, by a resolution of directors, cancel any
of its shares purchased by the Company, and upon the cancellation of such shares
the number of issued shares shall be reduced accordingly.

|7.2 | Purchase When Insolvent
|--- | -----------------------

The Company must not make a payment or provide any other
consideration to purchase, redeem or otherwise acquire any of its shares if
there are reasonable grounds for believing that:

|(1) | the Company is insolvent; or                                                               
|--- | -------------------------------------------------------------------------------------------
|    |                                                                                            
|(2) | 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 purchased, redeemed 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:

|(1) | is not entitled to vote the share at a meeting of its
      shareholders;
|--- | -------------------------------------------------------------------------
|    |                                                                          
|(2) | must not pay a dividend in respect of the share;
    and                 
|    |                                                                          
|(3) | must not make any other distribution in respect of the
      share.      

|8. | BORROWINGPOWERS
|-- | ---------------

The Company, if authorized by the directors, may:

|(1) | borrow money in the manner and amount, on the security,
      from the sources and on the terms and conditions that they consider
      appropriate;                                                                                                          
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                               
|(2) | 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;
|    |                                                                                                                                                                                                                                                               
|(3) | guarantee the repayment of money by any other person or
      the performance of any obligation of any other person; and                                                                                                                                      
|    |                                                                                                                                                                                                                                                               
|(4) | 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.                            

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

MORTON & COMPANY

Page 7 of 33

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|9.  | ALTERATIONS                               
|--- | ------------------------------------------
|    |                                           
|9.1 | Alteration of Authorized Share
  Structure

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

|(1) | by ordinary resolution create one or more classes of
      shares or, if none of the shares of a class are allotted or issued,
      eliminate that class of shares;                                                                                                                                                                            
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                 
|(2) | by ordinary resolution create one or more series of
      shares within a class or, if none of the shares of a series of shares are
      allotted or issued, eliminate that series of shares;                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                 
|(3) | by ordinary resolution 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;
|    |                                                                                                                                                                                                                                                                                                                                                 
|(4) | by ordinary resolution subdivide or consolidate all or
      any of its unissued, or fully paid issued, shares;                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                 
|(5) | if the Company is authorized to issue shares of a class
      of shares with par value, by ordinary resolution:                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                 
|    | (a)                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                 
|    | (b)                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                 
|(6) | by ordinary resolution 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;                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                 
|(7) | by ordinary resolution alter the identifying name of any
      of its shares; or                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                 
|(8) | by ordinary resolution or special resolution otherwise
      alter its shares or authorized share structure when required or permitted
      to do so by the Business Corporations Act;                                                                                                                                                         

and, if applicable, alter its Notice of Articles and, if
applicable, its Articles, accordingly.

|9.2 | Special Rights and Restrictions
|--- | -------------------------------

Subject to the Business Corporations Act, the Company
may:

|(1) | by ordinary resolution create special rights and
      restrictions for, and attach those special rights and restrictions to, the
      shares of any class or series, whether or not any or all of those shares
      have been issued; and
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                             
|(2) | by ordinary resolution vary or delete any special rights
      or restrictions attached to the shares of any class or series, whether or
      not any or all of those shares have been issued.                                             

and alter its Articles and Notice of Articles accordingly.

|9.3 | Change of Name
|--- | --------------

The Company may by ordinary resolution or directors resolution
authorize an alteration of its Notice of Articles in order to change its name
and may, by ordinary resolution or directors resolution, adopt or change any
translation of that name.

MORTON & COMPANY

Page 8 of 33

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|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 OFSHAREHOLDERS
|---- | -----------------------
|     |                        
|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 thereafter 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 | Consent Resolution Instead of Meeting of
      Shareholders
|---- | -----------------------------------------------------------

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.

|10.4 | Notice for Meetings of Shareholders
|---- | -----------------------------------

The Company must send notice of the date, time and location of
any meeting of shareholders (including, without limitation, any notice
specifying the intention to propose a resolution as an exceptional resolution, a
special resolution ro a special separate resolution and any notice of a general
meeting, class meeting or series meeting or to consider approving the adoption
of an amalgamation agreement, the approval of any amalgamation into a foreign
jurisdiction or the approval of any arragement), in the manner provided in these
Articles, or in such other manner, if any, as may be prescribed by directors
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:

|(1) | if and for so long as the Company is a public company, 21
      days;
|--- | ---------------------------------------------------------------------
|    |                                                                      
|(2) | otherwise, 10 days.                                                  

|10.5 | A Notice of Resolution to Which Shareholders
      May Dissent
|---- | --------------------------------------------------------------

The Company must send to each of its shareholders, whether or
not their shares carry the right to vote, a notice of any meeting of
shareholders at which a resolution entitling shareholders to dissent is to be
considered specifying the date of the meeting and containing a statement
advising of the right to send a notice of dissent and a copy of the proposed
resolution at lease the following number of days before the meeting:

|(1) | if and for so long as the Company is a public company, 21
      days;
|--- | ---------------------------------------------------------------------
|    |                                                                      
|(2) | otherwise, 10 days.                                                  

MORTON & COMPANY

Page 9 of 33

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|10.6 | 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:

|(1) | if and for so long as the Company is a public company, 21
      days;
|--- | ---------------------------------------------------------------------
|    |                                                                      
|(2) | otherwise, 10 days.                                                  

If no record date is set, the record date is 5 p.m. 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 | 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. 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.

|10.8 | Failure to Give Notice and Waiver of
      Notice
|---- | -------------------------------------------------

The accidental omission to send notice of any meeting of
shareholders 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. Attendance of a
person at a meeting of shareholders is a waiver of entitlement to notice of the
meeting unless that person attends the meeting for the express purpose of
objecting to the transaction of any business on the grounds that the meeting is
not lawfully called.

|10.9 | 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:

|(1) | state the general nature of the special business;
    and                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                          
|(2) | 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:
|    |                                                                                                                                                                                                                                                                                                                          
|    | (a)                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                          
|    | (b)                                                                                                                                                                                                                                                                                                                      

|11.  | PROCEEDINGS ATMEETINGS OFSHAREHOLDERS
|---- | -------------------------------------
|     |                                      
|11.1 | Special Business                     

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

MORTON & COMPANY

Page 10 of 33

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|(1) | 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;
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                      
|(2) | at an annual general meeting, all business is special
      business except for the following:                                                                                       
|    |                                                                                                                                                                                      
|    | (a)                                                                                                                                                                                  
|    |                                                                                                                                                                                      
|    | (b)                                                                                                                                                                                  
|    |                                                                                                                                                                                      
|    | (c)                                                                                                                                                                                  
|    |                                                                                                                                                                                      
|    | (d)                                                                                                                                                                                  
|    |                                                                                                                                                                                      
|    | (e)                                                                                                                                                                                  
|    |                                                                                                                                                                                      
|    | (f)                                                                                                                                                                                  
|    |                                                                                                                                                                                      
|    | (g)                                                                                                                                                                                  
|    |                                                                                                                                                                                      
|    | (h)                                                                                                                                                                                  
|    |                                                                                                                                                                                      
|    | (i)                                                                                                                                                                                  

|11.2 | Majority Required for a Special
      Resolution
|---- | ------------------------------------------------

The majority of votes required for the Company to pass a
special resolution at a general 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 one person who is a shareholder, or who
is otherwise permitted to vote shares of the Company at a meeting of
shareholders pursuant to these articles, present in person or by proxy.

|11.4 | Other Persons May Attend
|---- | ------------------------

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

|11.5 | 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.

|11.6 | 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:

|(1) | in the case of a general meeting requisitioned
      by shareholders, the meeting is dissolved, and
|--- | ---------------------------------------------------------------------------------------------------

MORTON & COMPANY

Page 11 of 33

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|(2) | 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.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|11.7 | Lack of Quorum at Succeeding Meeting
|---- | ------------------------------------

If, at the meeting to which the meeting referred to in Article
11.6(2) 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.

|11.8 | Chair
|---- | -----

The following individuals are entitled to preside as chair at a
meeting of shareholders:

|(1) | the chair of the board, if any; or                                                                                                                           
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                              
|(2) | if no chair of the board exists or is present and willing
      to act as chair of the meeting, the president of the Company; or                             
|    |                                                                                                                                                              
|(3) | if the chair of the board, and the president of the
      Company are absent or unwilling to act as chair of the meeting, the
      solicitor of the Company.

|11.9 | 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, and the solicitor of the Company is absent
or unwilling to act as chair of 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.

|11.10 | 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.

|11.11 | Notice of Adjourned Meeting
|----- | ---------------------------

It is not necessary to give any notice of an adjourned meeting
of shareholders 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.

|11.12 | Decisions by Show of Hands, Verbal
      Statements, 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. In determining the result of a
vote by show of hands, shareholders present by telephone or other communications
medium in which all shareholders and proxy holders entitled to attend and
participate in voting at the meeting are able to communicate with each other,
may indicate their vote verbally or, otherwise in such manner as clearly
evidences their vote and is accepted by the chair of the meeting.

MORTON & COMPANY

Page 12 of 33

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|11.13 | 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 11.12, conclusive evidence without proof
of the number or proportion of the votes recorded in favour of or against the
resolution.

|11.14 | 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.

|11.15 | Casting Vote
|----- | ------------

In case of an equality of votes either on a show of hands or on
a poll, the chair of a meeting of shareholders will have a second or casting
vote in addition to the vote or votes to which the chair may be entitled as a
shareholder.

|11.16 | Manner of Taking Poll
|----- | ---------------------

Subject to Article 11.18, if a poll is duly demanded at a
meeting of shareholders:

|(1) | the poll must be taken:                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------
|    |                                                                                                            
|    | (a)                                                                                                        
|    |                                                                                                            
|    | (b)                                                                                                        
|    |                                                                                                            
|(2) | the result of the poll is deemed to be the decision of
      the meeting at which the poll is demanded; and
|    |                                                                                                            
|(3) | the demand for the poll may be withdrawn by the person
      who demanded it.                              

|11.17 | 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.

|11.18 | 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.

|11.19 | Casting of Votes
|----- | ----------------

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

|11.20 | No Demand for Poll on Election of Chair
|----- | ---------------------------------------

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

|11.21 | 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.

MORTON & COMPANY

Page 13 of 33

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|11.22 | 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 OFSHAREHOLDERS                         
|---- | ---------------------------------------------
|     |                                              
|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:

|(1) | 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                                                                                      
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                             
|(2) | 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:

|(1) | any one of the joint shareholders may vote at any meeting
      of shareholders, either personally or by proxy, in respect of the share as
      if that joint shareholder were solely entitled to it; or                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                        
|(2) | if more than one of the joint shareholders is present at
      any meeting of shareholders, 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 registered in respect of that share.

|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:

|(1) | for that purpose, the instrument appointing a
      representative must:
|--- | ------------------------------------------------------------------------
|    |                                                                         
|    | (a)                                                                     

MORTON & COMPANY

Page 14 of 33

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|    |                                                                 | proxies, or if no number of days is specified, two
      business days before the day set for the holding of the meeting; or                                                                                                                                                                                                                  
|--- | --------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                 |                                                                                                                                                                                                                                                                                                                                               
|    | (b)                                                             | be provided, at the meeting, to the chair of the meeting
      or to a person designated by the chair of the meeting;                                                                                                                                                                                                                         
|    |                                                                 |                                                                                                                                                                                                                                                                                                                                               
|(2) | if a representative is appointed under this Article
      12.5:
|    |                                                                 |                                                                                                                                                                                                                                                                                                                                               
|    | (a)                                                             | the representative is entitled to exercise in respect of
      and at that meeting the same rights on behalf of the corporation that the
      representative represents as that corporation could exercise if it were a
      shareholder who is an individual, including, without limitation, the right
      to appoint a proxy holder; and
|    |                                                                 |                                                                                                                                                                                                                                                                                                                                               
|    | (b)                                                             | 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 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.

|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 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.

|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 who is appointed as a proxy holder need not be a
shareholder of the Company.

|12.10 | Deposit of Proxy
|----- | ----------------

A proxy for a meeting of shareholders must:

|(1) | 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
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                        
|(2) | 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.

MORTON & COMPANY

Page 15 of 33

---

|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:

|(1) | 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
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                  
|(2) | 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,
[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:

|(1) | 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
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                          
|(2) | 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:

|(1) | 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;     
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                    
|(2) | 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.

MORTON & COMPANY

Page 16 of 33

---

|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

If the Company is not a pre-existing company under the
Business Corporations Act, 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:

|(1) | subject to paragraphs (2) and (3), the number of
      directors that is equal to the number of the Companys first directors if
      applicable;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                   
|(2) | if the Company is a public company, the greater of three
      and the most recently set of:                                                      
|    |                                                                                                                                                   
|    | (a)                                                                                                                                               
|    |                                                                                                                                                   
|    | (b)                                                                                                                                               
|    |                                                                                                                                                   
|(3) | if the Company is not a public company, the most recently
      set of:                                                                           
|    |                                                                                                                                                   
|    | (a)                                                                                                                                               
|    |                                                                                                                                                   
|    | (b)                                                                                                                                               

|13.2 | Change in Number of Directors
|---- | -----------------------------

If the number of directors is set under Articles 13.1(2)(a) or
13.1(3)(a):

|(1) | the shareholders may contemporaneously elect or appoint
      the directors up to that number; and                                                                                                                                                                                         
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                            
|(2) | subject to Article 14.8, if the shareholders do not
      contemporaneously elect or appoint the number of directors set resulting
      in vacancies, then the directors may appoint, or failing which 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 in the capital of
the Company as qualification for his or her office but must be qualified as
required by the Business Corporations Actto 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

MORTON & COMPANY

Page 17 of 33

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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.

|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 ANDREMOVAL OFDIRECTORS     
|---- | ------------------------------------
|     |                                     
|14.1 | Election at Annual General
  Meeting

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

|(1) | 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 set under these Articles from time to time; and
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                               
|(2) | all the directors cease to hold office immediately before
      the election or appointment of directors under paragraph (1), 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:

|(1) | that individual consents to be a director in the manner
      provided for in the Business Corporations Act;                                                                
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                             
|(2) | 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
|    |                                                                                                                                                                             
|(3) | with respect to first directors, the designation is
      otherwise valid under the Business Corporations
  Act.                                                            

|14.3 | Failure to Elect or Appoint Directors
|---- | -------------------------------------

If:

|(1) | 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
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

MORTON & COMPANY

Page 18 of 33

---

|(2) | 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:

|(3) | when his or her successor is elected or appointed;
    and                                                
|--- | ----------------------------------------------------------------------------------------------------------
|    |                                                                                                           
|(4) | when he or she otherwise ceases to hold office under the
      Business Corporations Actor 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 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 calling
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, then
failing the filling of any vacancies as set forth in Article 14.6, 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 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:

|(1) | 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
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                      
|(2) | 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(1), but
is eligible for re-election or re-appointment.

|14.9 | Ceasing to be a Director
|---- | ------------------------

A director ceases to be a director when:

MORTON & COMPANY

Page 19 of 33

---

|(1) | the term of office of the director expires;                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                         
|(2) | the director dies;                                                                                                      
|    |                                                                                                                         
|(3) | the director resigns as a director by notice in writing
      provided to the Company or a solicitor for the Company; or
|    |                                                                                                                         
|(4) | 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 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.  | ALTERNATEDIRECTORS               
|---- | ---------------------------------
|     |                                  
|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:

|(1) | 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;                                                                                       
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                    
|(2) | 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;                                                                                                          
|    |                                                                                                                                                                                                                                                                                                    
|(3) | 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;
|    |                                                                                                                                                                                                                                                                                                    
|(4) | 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.                   

MORTON & COMPANY

Page 20 of 33

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|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.

|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:

|(1) | his or her appointor ceases to be a director and is not
      promptly re-elected or re-appointed;                                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                 
|(2) | the alternate director dies;                                                                                                                    
|    |                                                                                                                                                 
|(3) | the alternate director resigns as an alternate director
      by notice in writing provided to the Company or a solicitor for the
      Company;
|    |                                                                                                                                                 
|(4) | the alternate director ceases to be qualified to act as a
      director; or                                                                    
|    |                                                                                                                                                 
|(5) | 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 ANDDUTIES OFDIRECTORS
|---- | ----------------------------
|     |                             
|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 Actor 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.

MORTON & COMPANY

Page 21 of 33

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|17.  | INTERESTS OFDIRECTORS AND
      OFFICERS
|---- | ----------------------------------------
|     |                                         
|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 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.

MORTON & COMPANY

Page 22 of 33

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|18.  | PROCEEDINGS OFDIRECTORS
|---- | -----------------------
|     |                        
|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:

|(1) | the chair of the board, if any;                                                                          
|--- | ---------------------------------------------------------------------------------------------------------
|    |                                                                                                          
|(2) | in the absence of the chair of the board, the president,
      if any, if the president is a director; or
|    |                                                                                                          
|(3) | any other director chosen by the directors if:                                                           
|    |                                                                                                          
|    | (a)                                                                                                      
|    |                                                                                                          
|    | (b)                                                                                                      
|    |                                                                                                          
|    | (c)                                                                                                      

|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:

|(1) | in person;                                                              
|--- | ------------------------------------------------------------------------
|    |                                                                         
|(2) | by telephone; or                                                        
|    |                                                                         
|(3) | with the consent of all directors, by other
      communications medium;

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 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 president, 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 24.1 or orally or by telephone.

MORTON & COMPANY

Page 23 of 33

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|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:

|(1) | 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
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                  
|(2) | 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. Attendance of a director of the directors
is a waiver of notice of the meeting unless that director of alternate director
attends the meeting for the express purpose of objecting to the transaction of
any business on the grounds that the meeting is not lawfully called.

|18.10 | Quorum
|----- | ------

The quorum necessary for the transaction of the business of the
directors may be set by the directors and, if not so set, is deemed to be set at
a majority of the directors then in office 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, e-mail 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.

MORTON & COMPANY

Page 24 of 33

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|19.  | EXECUTIVE ANDOTHERCOMMITTEES                     
|---- | -------------------------------------------------
|     |                                                  
|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:

|(1) | the power to fill vacancies in the board of
    directors;                                                   
|--- | -------------------------------------------------------------------------------------------------------------
|    |                                                                                                              
|(2) | the power to remove a director;                                                                              
|    |                                                                                                              
|(3) | the power to change the membership of, or fill vacancies
      in, any committee of the directors; and       
|    |                                                                                                              
|(4) | 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:

|(1) | appoint one or more committees (other than the executive
      committee) consisting of the director or directors that they consider
      appropriate;  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                          
|(2) | delegate to a committee appointed under paragraph (1) any
      of the directors powers, except:                                                        
|    |                                                                                                                                                          
|    | (a)                                                                                                                                                      
|    |                                                                                                                                                          
|    | (b)                                                                                                                                                      
|    |                                                                                                                                                          
|    | (c)                                                                                                                                                      
|    |                                                                                                                                                          
|    | (d)                                                                                                                                                      
|    |                                                                                                                                                          
|(3) | make any delegation referred to in paragraph (2) 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:

|(1) | conform to any rules that may from time to time be
      imposed on it by the directors; and                
|--- | ------------------------------------------------------------------------------------------------------------
|    |                                                                                                             
|(2) | 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:

|(1) | 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;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                         
|(2) | terminate the appointment of, or change the membership
      of, the committee; and                                                                                                     
|    |                                                                                                                                                                                         
|(3) | fill vacancies in the committee.                                                                                                                                                        

MORTON & COMPANY

Page 25 of 33

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|19.5 | Committee Meetings
|---- | ------------------

Subject to Article 19.3(1) 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:

|(1) | the committee may meet and adjourn as it thinks
      proper;                                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                       
|(2) | 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;
|    |                                                                                                                                                                                                                                                                                                                                                       
|(3) | a majority of the members of the committee constitutes a
      quorum of the committee; and                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                       
|(4) | 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:

|(1) | determine the functions and duties of the
  officer;                                                                                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                        
|(2) | 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
|    |                                                                                                                                                                                        
|(3) | 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 a 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.

|21.  | INDEMNIFICATION
|---- | ---------------
|     |                
|21.1 | Definitions    

In this Article 21:

MORTON & COMPANY

Page 26 of 33

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|(1) | eligible penalty means a judgment, penalty or fine
      awarded or imposed in, or an amount paid in settlement of, an eligible
      proceeding;                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(2) | 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:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(3) | expenses has the meaning set out in the Business
      Corporations Act.                                                                                                                                                                                                                                                                                                                                                                      

|21.2 | Mandatory Indemnification of Eligible
      Parties
|---- | ---------------------------------------------------

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 withBusiness
      Corporations Act
|---- | --------------------------------------------------

The failure of a director, alternate director or officer of the
Company to comply with the Business Corporations Actor, these Articles
or, if applicable, any former Companies Act or former 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:

|(1) | is or was a director, alternate director, officer,
      employee or agent of the Company;                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                             
|(2) | 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;                                     
|    |                                                                                                                                                                                                             
|(3) | 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;  
|    |                                                                                                                                                                                                             
|(4) | 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;

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.

MORTON & COMPANY

Page 27 of 33

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|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. 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 in money or by the distribution of specific assets or
of fully paid shares or of bonds, debentures or other securities of the Company
or any other corporation, 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:

|(1) | set the value for distribution of specific
  assets;                                                                                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                      
|(2) | 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
|    |                                                                                                                                                                                                                                                                      
|(3) | 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 Accordance 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.

|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.

MORTON & COMPANY

Page 28 of 33

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|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 registered address of the shareholder, or in the
case of joint shareholders, to the registered address of the joint shareholder
who is first named on the central securities register, or to the person and to
the registered 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 Retained Earnings or
      Surplus
|----- | ----------------------------------------------------

Notwithstanding anything contained in these Articles, the
directors may from time to time capitalize any retained earnings or 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
retained earnings or surplus so capitalized or any part thereof.

|23.  | DOCUMENTS, RECORDS ANDREPORTS 
|---- | ------------------------------
|     |                               
|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:

|(1) | mail addressed to the person at the applicable address
        for that person as follows:
|--- | ------------------------------------------------------------------------------------------
|    |                                                                                           

| | (a) | for a record mailed to a shareholder, the shareholders registered
      address;
| | --- | ---------------------------------------------------------------------------------

MORTON & COMPANY

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|    | (b)                                                                                                                                                      | 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;     
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                          |                                                                                                                                                                                                                                                                                         
|    | (c)                                                                                                                                                      | in any other case, the mailing address of the intended
      recipient;                                                                                                                                                                                                                 
|    |                                                                                                                                                          |                                                                                                                                                                                                                                                                                         
|(2) | delivery at the applicable address for that person as
      follows, addressed to the person:                                                           
|    |                                                                                                                                                          |                                                                                                                                                                                                                                                                                         
|    | (a)                                                                                                                                                      | for a record delivered to a shareholder, the
      shareholders registered address;                                                                                                                                                                                                    
|    |                                                                                                                                                          |                                                                                                                                                                                                                                                                                         
|    | (b)                                                                                                                                                      | 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;
|    |                                                                                                                                                          |                                                                                                                                                                                                                                                                                         
|    | (c)                                                                                                                                                      | in any other case, the delivery address of the intended
      recipient;                                                                                                                                                                                                                
|    |                                                                                                                                                          |                                                                                                                                                                                                                                                                                         
|(3) | 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;     
|    |                                                                                                                                                          |                                                                                                                                                                                                                                                                                         
|(4) | 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;
|    |                                                                                                                                                          |                                                                                                                                                                                                                                                                                         
|(5) | physical delivery to the intended recipient;
and                                                                                                        
|    |                                                                                                                                                          |                                                                                                                                                                                                                                                                                         
|(6) | delivery in such other manner as may be approved by the
      directors and reasonably evidenced.                                                       

|24.2 | Deemed Receipt of Mailing
|---- | -------------------------

A notice, statement, report or other record that is:

|(1) | 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;
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                
|(2) | faxed to a person to the fax number provided by that
      person referred to in Article 24.1 is deemed to be received by the person
      to whom it was faxed on the day it was faxed; and                                                                                   
|    |                                                                                                                                                                                                                                                                                
|(3) | e-mailed to a person to the e-mail address provided by
      that person referred to in Article 24.1 is deemed to be received by the
      person to whom it was e-mailed on the day it was
  e-mailed.                                                                        

|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 capacity on behalf of
the Company stating that a notice, statement, report or other record was sent in
accordance with 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.

MORTON & COMPANY

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|24.5 | Notice to Legal Personal Representatives and
      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:

|(1) | mailing the record, addressed to them:                                                                                                                                                                                           
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                  
|    | (a)                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                  
|    | (b)                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                  
|(2) | if an address referred to in paragraph (1)(b) 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.

|24.6 | Undelivered Notices
|---- | -------------------

If any record sent to a shareholder pursuant to Article 24.1 is
returned on two consecutive occasions because the shareholder cannot be located,
the Company shall not be required to send any further records to the shareholder
until the shareholder informs the Company in writing of his or her new address.

|25.  | SEAL               
|---- | -------------------
|     |                    
|25.1 | Who May Attest Seal

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

|(1) | any two directors;                                                                           
|--- | ---------------------------------------------------------------------------------------------
|    |                                                                                              
|(2) | any officer, together with any director;                                                     
|    |                                                                                              
|(3) | if the Company only has one director, that director;
      or                                
|    |                                                                                              
|(4) | 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 or the signature of
any other person as may be determined by the directors.

|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 Actor 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

MORTON & COMPANY

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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.  | MECHANICALREPRODUCTIONS OFSIGNATURES    
|---- | ----------------------------------------
|     |                                         
|26.1 | Instruments may be Mechanically
  Signed

The signature of any officer, director, registrar, branch
registrar, transfer agent or branch transfer agent of the Company, unless
otherwise required by the Business Corporations Act or by these Articles,
may, if authorized by the directors, be printed, lithographed, engraved or
otherwise mechanically reproduced upon all instruments executed or issued by the
Company or any officer thereof; and any instrument on which the signature of any
such person is so reproduced shall be deemed to have been manually signed by
such person whose signature is so reproduced and shall be as valid to all
intents and purposes as if such instrument had been signed manually, and
notwithstanding that the person whose signature is so reproduced may have ceased
to hold the office that he is stated on such instrument to hold at the date or
issue of such instrument.

|26.2 | Definitions of Instruments
|---- | --------------------------

The term "instrument" as used in Article 26.1 shall include
deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of
property, real or personal, agreements, releases, receipts and discharges for
the payment of money or other obligations, shares and share warrants of the
Company, bonds, debentures and other debt obligations of the Company, and all
paper writings.

|27.  | PROHIBITIONS
|---- | ------------
|     |             
|27.1 | Definitions 

In this Article 27:

|(1) | designated security means:                                                      
|--- | ----------------------------------------------------------------------------------
|    |                                                                                   
|    | (a)                                                                               
|    |                                                                                   
|    | (b)                                                                               
|    |                                                                                   
|    | (c)                                                                               
|    |                                                                                   
|(2) | security has the meaning assigned in the Securities
      Act(British Columbia);
|    |                                                                                   
|(3) | voting security means a security of the Company
      that:                     
|    |                                                                                   
|    | (a)                                                                               
|    |                                                                                   
|    | (b)                                                                               

|27.2 | Application
|---- | -----------

Article 27.3 does not apply to the Company if and for so long
as it is a:

|(1) | public company; or
|--- | ------------------

MORTON & COMPANY

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|(2) | 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.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|27.3 | 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.

|28.  | SPECIAL RIGHTS AND
    RESTRICTIONS
|---- | -----------------------------------
|     |                                    
|28.1 | Preferred Shares                   

The Preferred Shares may be issued from time to time in one or
more series and shall, as a class, have attached thereto the following
preferences, rights, conditions, restrictions, limitations and prohibitions:

|(1) | each series of Preferred Shares shall consist of such
      number of Preferred Shares as may, before the issue thereof, be determined
      by the directors of the Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(2) | the directors may, by resolution ("Directors'
      Resolution") duly passed before the issuance of Preferred Shares of any
      series, alter the Articles to fix the number of Preferred Shares in and
      determine the designation of the Preferred Shares of each series and alter
      the Articles to create, define and attach special rights or restrictions
      to the Preferred Shares of each series, subject to the special rights or
      restrictions attached to all Preferred Shares and subject to the
      provisions of the Business Corporations Act (British Columbia);
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(3) | the Preferred Shares of any series may have attached
      thereto such special rights or restrictions as may be determined by
      Directors' Resolution with respect to each series, including (as examples
      only), without in any way limiting the generality of the foregoing,
      special rights or restrictions concerning:                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (j)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (k)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

MORTON & COMPANY

Page 33 of 33

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|    | (l)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | restrictions upon the retirement of notes, bonds or
      debentures or other indebtedness of the Corporation;                                                                                                                                     
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (m)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | imitations or restrictions upon regulations
      concerning the conduct of the business of the Corporation;                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (n)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | the holdings of meetings of the holders of the Preferred
      Shares of any series;                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (o)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | restrictions upon the creation or issuance of any other
      shares or securities of the Corporation; and                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (p)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | the rights of holders of the Preferred Shares to convert
      or exchange the shares of any class of the Corporation into or for any
      other securities of the Corporation or into or for shares or securities of
      any other corporation.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(4) | The holders of the Preferred Shares shall not as such be
      entitled to vote at any meetings of shareholders of the Corporation but
      shall be entitled to notice of meetings of shareholders called for the
      purpose of authorizing the dissolution of the Corporation or the sale of
      its undertaking or a substantial part thereof or the creation of any class
      or classes of shares ranking in priority to the Preferred
Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(5) | In the event of any distribution of the assets or
      property of the Corporation among its shareholders as such other than by
      way of dividend or by way of redemption or purchase for cancellation of
      Preferred Shares of the Corporation, whenever created, but including,
      without limitation, any distribution of capital to shareholders upon a
      decrease in the capital of the Corporation (except as aforesaid) or upon
      the winding-up or other liquidation or dissolution of the Corporation or
      rateably among its shareholders as a condition precedent to the
      liquidation or dissolution, no assets or property of the Corporation shall
      be distributed to the holders of the Corporation ranking junior to the
      Preferred Shares until there has been paid to the holders of the Preferred
      Shares, an amount equal to the redemption price of such Preferred Shares
      plus a sum equal to all unpaid dividends accrued thereon to the date of
      distribution (which, for such purpose, shall be calculated as if the
      dividends on the Preferred Shares were accruing for the period from the
      expiration of the last quarterly dividend period for which dividends have
      been paid in full up to such date of distribution). For all purposes of
      these provisions, the redemption price of the Preferred shares shall mean
      the amount paid up thereon plus the premium, if any, payable on redemption
      of Preferred Shares, and the shares of the Corporation ranking junior to
      the Preferred Shares shall mean all shares of any class of shares
      (including Common Shares of the Corporation) ranking junior to the
      Preferred Shares as to dividends and distribution of assets and property
      of the Corporation.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(6) | If upon any distribution of the assets and property of
      the Corporation among its shareholders as such, the assets and property of
      the Corporation are insufficient to permit payment in full to the holders
      of Preferred Shares of the sum distributable to them as aforesaid, then
      the entire assets and property of the Corporation shall be distributed
      rateably among the holders of the Preferred Shares then outstanding
      according to their respective rights.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(7) | After payment in full to the holders of Preferred Shares
      of the sums distributable to them as aforesaid, they shall not have the
      right to receive anything further in the distribution of the assets and
      property of the corporation and the remaining assets and property of the
      Corporation shall be distributed to the holders of shares of the
      Corporation ranking junior to the Preferred Shares according to their
      respective rights.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(8) | No dividends shall at any time be declared or paid on or
      set apart for any shares of the Corporation ranking junior to the
      Preferred Shares (including, without limitation, the Common Shares) nor
      shall the Corporation redeem or purchase for cancellation any Preferred
      Shares less than the total number of Preferred Shares then outstanding or
      any shares of the Corporation ranking junior to the Preferred Shares
      unless all accrued dividends on the Preferred Shares then outstanding have
      been declared and paid or provided for, to and including the last dividend
      payable on the Preferred shares immediately prior to the date of
      declaration or payments or setting apart for payment or dividends or
      redemption or purchase for cancellation, as the case may be.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(9) | Subject to the provisions hereof and, in particular, the
      provisions of clause (h) hereof, the Corporation may at any time and from
      time to time purchase Preferred shares for
cancellation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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Page 34 of 33

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| | (a) | on the open market;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b) | with the consent of the holders of Preferred shares;
      or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c) | pursuant to tenders received by the Corporation upon
      request for tenders addressed to all of the holders of the Preferred
      Shares, the whole or any part of the Preferred Shares at the lowest price
      which, in the opinion of the directors, such shares are obtainable. If any
      such purchase for cancellation is made by tender, the Corporation shall
      afford to every holder of Preferred Shares, the opportunity of tendering
      such shares for purchase for cancellation as aforesaid; the Corporation
      shall accept only the lowest tenders; if two or more shareholders submit
      tenders at the same price which the Corporation is prepared to accept but
      which in number are in excess of the number of shares which the
      Corporation is prepared to purchase for cancellation, then the shares to
      be purchased shall be selected by the Corporation on a pro rata basis
      (disregarding fractions) according to the number of shares offered in such
      tender.

|(10) | Any amendment to the Articles of the Corporation to
      delete or vary any preference, right, condition, restriction, limitation
      or prohibition attaching to the Preferred Shares or to create any special
      shares ranking in priority to or on a parity with the Preferred Shares, in
      addition to the authorization by a special resolution, shall be authorized
      by at least two-thirds (2/3) of the votes cast at a meeting of the holders
      of Preferred Shares duly called for that purpose.                                                                                                                                
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(11) | The formalities to be observed in respect of the giving
      of notice of any meeting of the holders of Preferred Shares (including any
      meeting of holders of any series of Preferred shares) and the conduct of
      such meeting shall be those from time to time prescribed in the Articles
      of the Corporation in respect of meetings of shareholders, and upon every
      poll taken at any such meeting (or adjourned meeting) each holder of
      Preferred Shares (or any series of Preferred Shares, as the case may be)
      shall be entitled to one (1) vote in respect of each Preferred Share held
      by him, provided that:
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(12) | The Preferred Shares shall be subject to the foregoing
      preferences, rights, conditions, restrictions, limitations and
      prohibitions attaching thereto and shall be subject to such further and
      additional preferences, rights, conditions, restrictions, limitations and
      prohibitions as may be determined by the directors of the Corporation for
      each series of Preferred Shares prior to the issue thereof.                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|28.2 | The Series A Preferred Shares have attached thereto the
      following special rights and restrictions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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| |     | Series A Preferred share, provided that dividends in the
      first annual period will be pro-rated for the shorter period commencing
      October 7, 2003 and ending July 31, 2004. Dividends declared on the Series
      A Preferred shares are cumulative. Dividends may be paid in cash or
      additional Series A Preferred shares as may be determined by resolution of
      the directors. The obligation of the Corporation and its directors to
      declare and pay dividends will at all times be subject to compliance with
      the Business Corporations Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (c) | Conversion:The Series A Preferred shares are
      convertible into Common Shares at the rate of one Common Share for each
      0.29 Series A Preferred share. The conversion rate may be adjusted to
      prevent substantial dilution or enlargement of the rights of the holders
      of the Series A Preferred shares by resolution of the directors upon the
      occurrence of any of the following events: (i) there are changes in the
      capital structure through share splits or consolidations, or (ii) any
      dividends or other distributions are made to holders of Common Shares, or
      (iii) as a result of any other recapitalization, merger or consolidation
      whereby the Common Shares of the Corporation are converted into or
      exchangeable for any other shares. No fractional shares will be issued on
      conversion. On conversion, all rights of the holder as a holder of Series
      A Preferred share shall cease, except the right to receive declared and
      unpaid dividends as at the date of conversion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (d) | Redemption:The Series A Preferred shares may be
      redeemed in part or in whole by the Corporation at its sole option, at any
      time after August 30, 2005. Redemption of the Series A Preferred shares by
      the Corporation will be made pro-rata to the holders thereof, at a
      redemption price in United States currency of $1.00 per Series A Preferred
      share plus payment of all cumulated dividends outstanding and unpaid on
      the Series A Preferred shares subject to redemption as at the date of
      redemption. The Corporation will provide 10 days notice to the holders of
      record of the Series A Preferred shares stating its intention to redeem
      Series A Preferred shares and specifying the number of such shares subject
      to redemption. Notice may be in the form of a public news release or such
      other form as the Corporation may specify. Upon redemption the holders of
      the Series A Preferred Shares shall not be entitled to exercise any rights
      in respect thereof except that of receiving the redemption price. Upon
      redemption of any Series A Preferred shares, each holder of such shares
      must deliver and surrender to the Corporation the certificate or
      certificates representing such shares, upon which the Corporation will
      forthwith pay or cause to be paid the redemption price to such holder. On
      redemption, all Series A Preferred shares subject to redemption will be
      recorded as cancelled on the register of holders of the Series A Preferred
      shares.

| | The foregoing constitute the
      Articles of the Company |  |  | Date of signing   | 
| | ---------------------------------------------------------- |  |  | ----------------- | 
| |                                                            |  |  |                   | 
| |                                                            |  |  |                   | 
| |                                                            |  |  |                   | 
| | Bruce Schreiner                                          |  |  | November 15, 2007 | 
| | Bruce Schreiner, President                                 |  |  |                   | 
| |                                                            |  |  |                   | 

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