<PAGE>


                                     EXHIBIT 3.3





                                       ARTICLES

                                          of

                            NO. 96 SAIL VIEW VENTURES LTD.

                                  TABLE OF CONTENTS



PART     ARTICLE                  SUBJECT
----     -------                  -------


  1      INTERPRETATION

         1.1.                Definition Construction of Words
         1.2.                Definitions same as Company Act
         1.3.                Interpretation Act Rules of Construction apply



  2      SHARES

         2.1                 Member entitled to Certificate
         2.2:                Replacement of Lost or Defaced Certificate
         2.3.                Execution of Certificates
         2.4.                Recognition of Trusts

  3      ISSUE OF SHARES

         3.1.                Directors Authorized
         3.2.                Conditions of Allotment
         3.3.                Commissions and Brokerage
         3.4.                Conditions of Issue



  4      SHARE REGISTERS

         4.1.                Registers of Members, Transfers and Allotments
         4.2                 Branch Registers of Members
         4.3.                No Closing of Register of Members


                                  Briant, Angus, McClellan & Rubenstein
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PART     ARTICLE             SUBJECT
----     -------             -------


  5      TRANSFER AND TRANSMISSION OF SHARES

         5.1.                Transfer of Shares
         5.2.                Execution of Instrument of Transfer
         5.3.                Enquiry as to Title not Required
         5.4.                Submission of Instruments of Transfer
         5.5.                Transfer Fee
         5.6.                Personal Representative Recognized on Death
         5.7.                Death or Bankruptcy



  6      ALTERATION OF CAPITAL

         6.1.                Increase of Authorized Capital
         6.2.                Other Capital Alterations
         6.3.                Creation, Variation and Abrogation of Special
                                Rights and Restrictions
         6.4.                Special Rights of Conversion or Exchange
         6.5.                Class Meetings of Members

  7      PURCHASE AND REDEMPTION OF SHARES

         7.1.                Company Authorized to Purchase or
                                Redeem its Shares
         7.2. & 7.3.         Redemption of Shares

  8      BORROWING POWERS

         8.1.                Powers of Directors
         8.2.                Special Rights Attached to and Negotiability of
                                Debt Obligations
         8.3.                Register of Debentureholders
         8.4.                Execution of Debt Obligations
         8.5.                Register of Indebtedness

                                  Briant, Angus, McClellan & Rubenstein

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PART     ARTICLE             SUBJECT
----      -------            -------

  9      GENERAL MEETINGS

         9.1.                Annual General Meetings
         9.2.                Waiver of Annual General Meeting
         9.3.                Classification of General Meetings
         9.4.                Calling of Meetings
         9.5.                Advance Notice for Election of Directors
         9.6.                Notice for General Meeting
         9.7.                Waiver for General Meeting
         9.8.                Notice of Special Business at General Meeting

 10      PROCEEDINGS AT GENERAL MEETINGS

         10.1.               Special Business
         10.2.               Requirement of Quorum
         10.3.               Quorum
         10.4.               Lack of Quorum
         10.5.               Chairman
         10.6.               Alternate Chairman
         10.7.               Adjournments
         10.8.               Motion Proposed or Seconded by Chairman
         10.9.               Decisions by Show of Hands or Poll
         10.10.              Casting Vote
         10.11               Manner of Taking Poll
         10.12.              Retention of Ballots Cast on a Poll
         10.13.              Casting of Votes
         10.14.              Ordinary Resolution Sufficient


 11      VOTES OF MEMBERS

         11.1.               Number of Votes Per Share of Member
         11.2.               Votes of Persons in Representative Capacity
         11.3.               Representative of a Corporate Member
         11.4.               Votes by Joint Holders
         11.5.               Vote by Committee for a Member
         11.6.               Appointment of Proxyholders
         11.7.               Execution of Form of Proxy
         11.8.               Deposit of Proxy
         11.9.               Form of Proxy
         11.10.              Validity of Proxy Vote
         11.11.              Revocation of Proxy


                                       Briant, Angus, McClellan & Rubenstein


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PART     ARTICLE             SUBJECT
----     -------             -------

 12      DIRECTORS

         12.1.               Number of Directors
         12.2.               Remuneration and Expenses of Directors
         12.3.               Qualification of Directors



 13      ELECTION AND REMOVAL OF DIRECTORS

         13.1.               Election at Annual General Meetings
         13.2.               Eligibility of Retiring Director
         13.3.               Continuance of Directors
         13.4.               Election of Less than Required Number of Directors
         13.5.               Filling a Casual Vacancy
         13.6.               Additional Directors
         13.7.               Alternate Directors
         13.8.               Termination of Directorship
         13.9.               Removal of Directors



 14      POWERS AND DUTIES OF DIRECTORS

         14.1.               Management of Affairs and Business
         14.2.               Appointment of Attorney

 15      DISCLOSURE OF INTEREST OF DIRECTORS

         15.1.               Disclosure of Conflicting Interest
         15.2.               Voting and Quorum re Proposed Contract
         15.3.               Director May Hold Office or Place of Profit with
                                Company
         15.4.               Director Acting in Professional Capacity 
         15.5.               Director Receiving Remuneration from Other
                                Interests



 16      PROCEEDINGS OF DIRECTORS

         16.1.               Chairman and Alternate
         16.2.               Meetings - Procedure
         16.3.               Meetings by Conference Telephone
         16.4.               Notice of Meeting
         16.5.               Waiver of Notice of Meetings
         16.6.               Quorum


                                       Briant, Angus, McClellan & Rubenstein

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PART     ARTICLE             SUBJECT
----     -------             -------

         16.7.               Continuing Directors may Act During Vacancy
         16.8.               Validity of Acts of Directors
         16.9.               Resolution in Writing Effective



 17      EXECUTIVE AND OTHER COMMITTEES

         17.1                Appointment of Executive Committee
         17.2.               Appointment of Committees
         17.3.               Procedure at Meetings



 18      OFFICERS

         18.1.               President and Secretary Required
         18.2.               Persons Holding More Than One Office and
                                Remuneration
         18.3.               Disclosure of Conflicting Interest

 19      INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS AND EMPLOYEES

         19.1.               Indemnification of Directors
         19.2.               Indemnification of Officers, Employees, Agents
         19.3.               Indemnification not Invalidated by Non-Compliance
         19.4.               Company May Purchase Insurance

 20      DIVIDENDS AND RESERVES

         20.1                Declaration of Dividends
         20.2.               Declared Dividend Date
         20.3.               Proportionate to Number of Shares Held
         20.4.               Reserves
         20.5                Receipts from Joint Holders
         20.6                No Interest on Dividends
         20.7                Payment of Dividends
         20.8                Capitalization of Undistributed Surplus


                                       Briant, Angus, McClellan & Rubenstein


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PART     ARTICLE             SUBJECT
----     -------             -------


 21      DOCUMENTS, RECORDS AND REPORTS

         21.1.               Documents to be Kept
         21.2.               Accounts to be Kept
         21.3.               Inspection of Accounts
         21.4. & 21.5.       Financial Statements and Reports



 22      NOTICES

         22.1.               Method of Giving Notice
         22.2.               Notice to Joint Holder
         22.3.               Notice to Personal Representative
         22.4.               Persons to Receive Notice



 23      RECORD DATES

         23.1.               Record Date
         23.2.               No Closure of Register of Members

 24      SEAL

         24.1.               Affixation of Seal to Documents
         24.2.               Mechanical Reproduction of Signatures
         24.3.               Official Seal for Other Jurisdictions

 25      PROHIBITIONS

         25.1.               No Securities to be Offered to the Public


                                       Briant, Angus, McClellan & Rubenstein

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                             PROVINCE OF BRITISH COLUMBIA

                                     COMPANY ACT

                                       ARTICLES

                                          OF



                            NO. 96 SAIL VIEW VENTURES LTD.

                                        PART 1

                                    INTERPRETATION



1.1.     In these Articles, unless there is something in the subject or context
inconsistent therewith:

         "Board" and "the Directors" or "the directors" mean the Directors or
         sole Director of the Company for the time being.

         "Company Act" means the Company Act of the Province of British
         Columbia as from time to time enacted and all amendments thereto and
         includes the regulations made pursuant thereto.

         "Memorandum" means the Memorandum of the Company. "month" means
         calendar month.

         "proxyholder" means the person duly nominated by the registered owner
         to represent him at the meeting and includes the duly authorized
         representative of a corporation which is the registered owner.

          "registered owner" or "registered holder" when used with respect to a
         share in the authorized capital of the Company means the person
         registered in the register of members in respect of such share.

         "seal" means the common seal of the Company.

         Expressions referring to writing shall be construed as including
references to printing, lithography, typewriting, photography and other modes of
representing or reproducing words in a visible form. 

Words importing the singular include the plural and vice versa; and words 
importing male persons include female persons and words importing persons 
shall include corporations.

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                                         -2-

1.2.     The meaning of any words or phrases defined in the Company Act shall,
if not inconsistent with the subject or context, bear the same meaning in these
Articles.

1.3.     The Rules of Construction contained in the Interpretation Act shall
apply, mutatis mutandis, to the interpretation of these Articles.

                                        PART 2

                            SHARES AND SHARE CERTIFICATES

2.1.     Every member is entitled, without charge, to one certificate
representing the share or shares of each class held by him; provided that, in
respect of a share or shares held jointly by several persons, the Company shall
not be bound to issue more than one certificate, and delivery of a certificate
for a share to one of several joint registered holders or to his duly authorized
agent shall be sufficient delivery to all; and provided further that the Company
shall not be bound to issue certificates representing redeemable shares, if such
shares are to be redeemed within one month of the date on which they were
allotted. Any share certificate may be sent through the mail by registered
prepaid mail to the member entitled thereto at his address as recorded in the
register of members, and neither the Company nor any transfer agent shall be
liable for any loss occasioned to the member owing to any such share certificate
so sent being lost in the mail or stolen.

2.2.     If a share certificate

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

         (b)       is lost, stolen or destroyed, then, upon proof thereof to
                   the satisfaction of the Directors and upon such indemnity,
                   if any, as the Directors deem adequate being given, a new
                   share certificate in lieu thereof shall be issued to the
                   person entitled to such lost, stolen or destroyed
                   certificate; or

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

Such sum as the Directors may from time to time fix, but not greater than the
amount prescribed under the Company Act from time to time, shall be paid to the
Company for each certificate to be issued under this Article.

                                       Briant, Angus, McClellan & Rubenstein

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                                         -3-


2.3.     Every share certificate shall be signed manually by at least one
officer or Director of the Company, or by or on behalf of a registrar, branch
registrar, transfer agent or branch transfer agent of the Company and any
additional signatures may be printed or otherwise mechanically reproduced and,
in such event, a certificate so signed is as valid as if signed manually,
notwithstanding that any person whose signature is so printed or mechanically
reproduced shall have ceased to hold the office that he is stated on such
certificate to hold at the date of the issue of a share certificate.

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


                                        PART 3

                                   ISSUE OF SHARES

3.1.     Subject to these Articles and the Memorandum and to any direction to
the contrary contained in a resolution passed at a general meeting authorizing
any increase or alteration of capital, the shares shall be under the control of
the Directors who may, subject to the rights of the holders of the shares of the
Company for the time being issued, issue, allot, sell or otherwise dispose of,
and/or grant options on or otherwise deal in, shares authorized but not
outstanding or which, having been previously issued, have been purchased or
redeemed by the Company and are available to be sold or reissued at such times,
to such persons (including Directors), in such manner, upon such terms and
conditions, and at such price or for such consideration, as they, in their
absolute discretion, may determine.

3.2.     If the Company is, or becomes, a company which is not a reporting
company and the Directors are required by the Company Act before allotting any
shares to offer them pro rata to the members, the Directors shall, before
allotting any shares, comply with the applicable provisions of the Company Act.

3.3.     Subject to the provisions of the Company Act, the Company, or the
Directors on behalf of the Company, may pay a commission or allow a discount to
any person in consideration of his subscribing or agreeing to subscribe, whether
absolutely or conditionally, for any shares in the Company, or procuring or
agreeing to procure subscriptions, whether absolutely or conditionally, for any
such shares, provided that, if the Company is not a specially limited company,
the rate of the commission and discount shall not in the aggregate exceed 25 per
centum of the amount of the subscription price of such shares.

3.4.     No share may be issued until it is fully paid and the Company shall
have received the full consideration therefor in cash, property or past services
actually performed for the Company. The value of property or services for the
purpose of this

                                       Briant, Angus, McClellan & Rubenstein

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                                         -4-




Article shall be an amount set by resolution of the Directors that is, in all
circumstances of the transaction, no greater than fair market value.


                                        PART 4

                                   SHARE REGISTERS


4.1.     The Company shall keep or cause to be kept a register of members, a
register of transfers and a register of allotments within British Columbia, all
as required by the Company Act, and may combine one or more of such registers.
If the Company's capital shall consist of more than one class or series of
shares, a separate register of members, register of transfers and register of
allotments may be kept in respect of each class or series of shares. The
Directors on behalf of the Company may appoint a trust company registered under
the Trust Company Act to keep the register of members, register of transfers and
register of allotments or, if there is more than one class or series of shares,
the Directors may appoint a trust company, which need not be the same trust
company, to keep the register of members, the register of transfers and the
register of allotments for each class or series of share. The Directors on
behalf of the Company may also appoint one or more trust companies, including
the trust company which keeps the said registers of its shares or of a class or
series thereof, as transfer agent for its shares or such class or series
thereof, as the case may be, and the same or another trust company or companies
as registrar for its shares or such class thereof, as the case may be. The
Directors may terminate the appointment of any such trust company at any time
and may appoint another trust company in its place.

4.2.     Subject to the Company Act, the Company may keep or cause to be kept
one or more branch registers of members at such place or places, whether within
or outside the Province of British Columbia, as the Directors may from time to
time determine.

4.3.     The Company shall not at any time close its register of members.

                                        PART 5

                         TRANSFER AND TRANSMISSION OF SHARES

5.1.     Subject to the provisions of the Memorandum and of these Articles that
may be applicable, any member may transfer any of his shares by instrument in
writing executed by or on behalf of such member. The instrument of transfer of
any share of the Company shall be in the form, if any, on the back of the
Company's share certificates or in such other form as the Directors may from
time to time approve. Except to the extent that the Company Act may otherwise
provide, the transferor shall be deemed to remain the holder of shares until the
name of the transferee is entered in the register of members or branch 
register of members in respect thereof.

5.2.     The signature of the registered owner of any shares, or of his duly
authorized attorney, upon an authorized instrument of transfer shall constitute
a complete and

                                       Briant, Angus, McClellan & Rubenstein

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                                         -5-

sufficient authority to the Company, its directors, officers and agents to
register, in the name of the transferee as named in the instrument of transfer,
the number of shares specified therein or, if no number is specified, all the
shares of the registered owner represented by share certificates deposited with
the instrument of transfer. If no transferee is named in the instrument of
transfer, the instrument of transfer shall constitute a complete and sufficient
authority to the Company, its directors, officers and agents to register, in the
name of the person in whose behalf any certificate for the shares to be
transferred is deposited with the Company for the purpose of having the transfer
registered, the number of shares specified in the instrument of transfer or, if
no number is specified, all the shares represented by all share certificates
deposited with the instrument of transfer.

5.3.     Neither the Company nor any Director, officer or agent thereof shall 
be bound to inquire into the title of the person named in the form of 
transfer as transferee, or, if no person is named therein as transferee, of 
the person on whose behalf the certificate is deposited with the Company for 
the purpose of having the transfer registered or be liable to any claim by 
such registered owner or by any intermediate owner or holder of the 
certificate or of any of the shares represented thereby or any interest 
therein for registering the transfer, and the transfer, when registered, 
shall confer upon the person in whose name the shares have been registered a 
valid title to such shares.

5.4.      Every instrument of transfer shall be executed by the transferor and
left at the registered office of the company or at the office of its transfer
agent or branch transfer agent or registrar for registration together with the
share certificate for the shares to be transferred and such other evidence if
any, as the Directors or the transfer agent or branch transfer agent or
registrar or branch registrar may require to prove the title of the transferor
or his right to transfer the shares and the right of the transferee to have the
transfer registered. All instruments of transfer where the transfer is
registered shall be retained by the Company or its transfer agent or branch
transfer agent of registrar or branch/registrar and any instrument of transfer,
where the transfer is not registered, shall be returned to the person depositing
the same together with the share certificate which accompanied the same when
tendered for registration.

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

5.6.     In the case of the death of a member, the survivor or survivors 
where the deceased was a joint registered holder, and the legal personal 
representative of the deceased where he was the sole holder, shall be the 
only persons recognized by the Company as having any title to his interest in 
the shares. Before recognizing any legal personal representative the 
Directors may require him to deliver to the Company the documents required by 
the Company Act to be produced by a person applying to effect transmission of 
shares and such other evidence as the Directors may require of the personal 
representative's appointment, and of the payment or satisfaction of all 
taxes, duties, fees and other similar assessments payable to any governmental 
authority in any applicable jurisdiction with respect to the shares arising 
out of the member's death.

5.7.     A guardian, committee, trustee, curator, tutor, personal
representative or trustee in bankruptcy of a member, although not a member
himself, shall have the same rights, privileges and obligations that attach to
the shares held by the member if the


                                       Briant, Angus, McClellan & Rubenstein

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                                         -6-

documents required by the Company Act to be produced by a person applying to
effect transmission of shares shall have been deposited with the Company
together with such other evidence as the Directors may require of the person's
appointment. This Article does not apply on the death of a member with respect
to a share registered in his name and the name of another person in joint
tenancy.


                                        PART 6

                                ALTERATION OF CAPITAL


6.1.     The Company may by ordinary resolution filed with the Registrar alter
the Memorandum to increase the authorized capital of the Company by:

         (a)       creating shares with par value or shares without par value,
                   or both;

         (b)       increasing the number of shares with par value or shares
                   without par value, or both; or

         (c)       increasing the par value of a class of shares with par
                   value, if no shares of that class are issued.

6.2.     The Company may by special resolution alter the Memorandum to
subdivide, consolidate, change from shares with par value to shares without par
value, or from shares without par value to shares with par value, or change the
designation of, all or any of its shares but only to such extent, in such manner
and with such consents of members holding a class or series of shares which is
the subject of or affected by such alteration, as the Company Act provides.

6.3.      The Company may alter the Memorandum or these Articles

         (a)       by special resolution, to create, define and attach special
                   rights or restrictions to any shares, and

         (b)       by special resolution and by otherwise complying with any
                   applicable provision of its Memorandum or these Articles, to
                   vary or abrogate any special rights and restrictions
                   attached to any shares

and in each case by filing a certified copy of such resolution with the
Registrar but no right or special right attached to any issued shares shall be
prejudiced or interfered with unless all members holding shares of each class or
series whose right or special right is so prejudiced or interfered with consent
thereto in writing, or unless a resolution consenting thereto is passed at a
separate class or series meeting of the holders of the shares of each such class
or series by a majority of three-fourths of the votes cast, or such greater
majority as may be specified by the special rights attached to the class of
shares.

6.4.     If the Company is or becomes a reporting company, no resolution to
create, vary or abrogate any special right of conversion or exchange attaching
to any class or

                                       Briant, Angus, McClellan & Rubenstein

<PAGE>

                                         -7-

series of shares shall be submitted to any meeting of members unless, if so
required by the Company Act, the Superintendent of Brokers appointed pursuant to
the Securities Act of British Columbia shall have consented to the resolution.

6.5.     Subject to the Company Act and unless these Articles or the Memorandum
otherwise provide, the provisions of these Articles relating to general meetings
shall apply, with the necessary changes and so far as they are applicable, to a
class or series meeting of members holding a particular class or series of
shares but the quorum at a class or series meeting shall be one person holding
or representing by proxy one-third of the shares affected.

                                        PART 7

                          PURCHASE AND REDEMPTION OF SHARES

7.1.     Subject to the special rights and restrictions attached to any class
or series of shares, the Company may, by a resolution of the Directors and in
compliance with the Company Act, purchase any of its shares at the price and
upon the terms specified in such resolution or redeem any class or series of its
shares in accordance with the special rights and restrictions attaching thereto.
Unless the shares are to be purchased through a stock exchange or the Company is
purchasing the shares from dissenting members pursuant to the requirements of
the Company Act or from an employee or former employee of the Company or of an
affiliate of the Company or from his personal representatives, the Company shall
make its offer to purchase pro rata to every member who holds shares of the
class or series, as the case may be, to be purchased.

7.2.     If the Company proposes at its option to redeem some but not all of
the shares of any class or series, the Directors may, subject to the special
rights and restrictions attached to such class or series of shares, decide the
manner in which the shares to be redeemed shall be selected.

7.3.     Subject to the provisions of the Company Act, any shares purchased or
redeemed by the Company may be sold or if cancelled, reissued by it, but, while
such shares which have not been cancelled are held by the Company, it shall not
exercise any vote in respect of these shares and no dividend or/other
distribution shall be paid or made thereon.

                                        PART 8

                                   BORROWING POWERS

8.1.     The Directors may from time to time on behalf of the Company

         (a)       borrow money in such manner and amount, on such security,
                   from such sources and upon such terms, and conditions as
                   they think fit, and may authorize the guaranteeing of any
                   obligations of any other person,

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                                         -8-

         (b)       issue bonds, debentures, and other debt obligations either
                   outright or as security for any liability or obligation of
                   the Company or any other person, and

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

8.2.     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, drawing, allotment of or conversion into or exchange
for shares or other securities, attending and voting at general meetings of the
Company, appointment or election 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.

8.3.     The Company shall keep or cause to be kept within the Province of
British Columbia in accordance with the Company Act a register of its debentures
and a register of debentureholders, which registers may be combined, and,
subject to the provisions of the Company Act, may keep or cause to be kept one
or more branch registers of its debentureholders at such place or places as the
Directors may from time to time determine and the Directors may by resolution,
regulation or otherwise make such provisions as they think fit respecting the
keeping of such branch registers, provided that any such branch register kept
within British Columbia shall be kept by a Trust Company.

8.4.     Every bond, debenture or other debt obligation of the Company shall 
be signed manually by at least one Director or officer of the Company or by 
or on behalf of a trustee, registrar, branch registrar, transfer agent or 
branch transfer agents for the bond, debenture or other debt obligation 
appointed by the Company or under any instrument under which the bond, 
debenture or other debt obligation is issued or by or on behalf of a trustee 
who certifies it in accordance with a trust indenture and any additional 
signatures may be printed or otherwise mechanically reproduced thereon and, 
in such event, a bond, debenture or other debt obligation so signed is as 
valid as if signed manually notwithstanding that the person whose signature 
is so printed or mechanically reproduced shall have ceased to hold the office 
that he is stated on such bond, debenture or other debt obligation to hold at 
the date of the issue thereof.

8.5.      If the Company is or becomes, a company which is a reporting company,
the Company shall keep or cause to be kept a register of its indebtedness to
every Director or officer of the Company or an associate of any of them in
accordance with the provisions of and to the extent required by the Company Act.


                                       Briant, Angus, McClellan & Rubenstein

<PAGE>


                                         -9-

                                        PART 9

                                   GENERAL MEETINGS


9.1.     Subject to any extensions of time permitted pursuant to the Company
Act, the first annual general meeting of the Company shall be held within
fifteen months from the date of incorporation, the date of amalgamation or the
effective date of a certificate of continuation, and thereafter an annual
general meeting shall be held once in every calendar year at such time (not
being more than thirteen months after the date that the last annual general
meeting was held or deemed to have been held) and place as may be determined by
the Directors.

9.2.     If the Company is, or becomes, a company which is not a reporting
company and all the members entitled to attend and vote at an annual general
meeting consent in writing to all the business which is required or desired to
be transacted at the meeting, the meeting need not be held.

9.3.      All general meetings other than annual general meetings are herein
referred to as and may be called extraordinary general meetings.

9.4.     The Directors may, whenever they think fit, convene an extraordinary
general meeting. An extraordinary general meeting, if requisitioned in
accordance with the Company Act, shall be convened by the Directors or, if not
convened by the Directors, may be convened by the requisitionists as provided in
the Company Act.

9.5.     If the Company is or becomes a reporting company, advance notice of
any general meeting at which any Director is to be elected shall be published in
the manner required by the Company Act.

9.6.     A notice convening a general meeting specifying the place, the date,
and the hour of the meeting, and, in case of special business, the general
nature of that business, shall be given as provided in the Company Act and in
the manner hereinafter in these Articles mentioned, or in such other manner (if
any) as may be prescribed by ordinary resolution, whether previous notice
thereof has been given or not, to such persons as are entitled by law or under
these Articles to receive such notice from the Company. Accidental omission to
give notice of a meeting to, or the non-receipt of notice of a meeting, by any
member shall not invalidate the proceedings at that meeting.

9.7.     All the members of the Company entitled to attend and vote at a
general meeting may, by unanimous consent in writing given before, during or
after the meeting, waive or reduce the period of notice of such meeting and an
entry in the minute book of such waiver or reduction shall be sufficient
evidence of the due convening of the meeting.

9.8.     Except as otherwise provided by the Company Act, where any special
business at a general meeting includes considering, approving, ratifying,
adopting or authorizing any document or the execution thereof or the giving of
effect thereto, the notice convening the meeting shall, with respect to such
document, be sufficient if it states that a copy of the document or proposed
document is or will be available for inspection by members at the registered
office or records office of the Company or at some other place

                                       Briant, Angus, McClellan & Rubenstein

<PAGE>


                                         -10-

in British Columbia designated in the notice during usual business hours up to
the date of such general meeting.



                                       PART 10

                           PROCEEDINGS AT GENERAL MEETINGS

10.1.    All business shall be deemed special business which is transacted at

         (a)       an extraordinary general meeting other than the conduct of
                   and voting at, such meeting; and

         (b)       an annual general meeting, with the exception of the conduct
                   of, and voting at, such meeting, the consideration of the
                   financial statement and of the respective reports of the
                   Directors and Auditor, fixing or changing the number of
                   directors, the election of Directors, the appointment of the
                   Auditor, the fixing of the remuneration of the Auditor and
                   of the Directors and such other business as by these
                   Articles or the Company Act may be transacted at a general
                   meeting without prior notice thereof being given to the
                   members or any business which is brought under consideration
                   by the report of the Directors.

10.2.    No business, other than election of the chairman or the adjournment of
the meeting, shall be transacted at any general meeting unless a quorum of
members, entitled to attend and vote, is present at the commencement of the
meeting, but the quorum need not be present throughout the meeting.

10.3.    Save as herein otherwise provided, a quorum for the transaction of
business at a general meeting shall be two persons present and being, or
representing by proxy, members holding not less than one-twentieth of the issued
shares entitled to be voted at the meeting. If there is only one member the
quorum is one person present and being, or representing by proxy, such member.
The Directors, the Secretary or, in his absence, an Assistant Secretary, and the
solicitor of the Company shall be entitled to attend at any general meeting but
no such person shall be counted in the quorum or be entitled to vote at any
general meeting unless he shall be a member or proxyholder entitled to vote
thereat.

10.4.    If within half an hour from the time appointed for a general meeting,
a quorum is not present, the meeting, if convened by requisition of the members,
shall be dissolved; but otherwise it shall stand adjourned to a place on a date
and at a time, to be fixed by the chairman of the meeting before the
adjournment, which shall be not more than two weeks following the date for which
the meeting was called, or failing such designation then to the same day in the
second week following the meeting at the same time and place, in either case
without giving further notice. If at such adjourned meeting, a quorum is not
present within half an hour from the time appointed, the person or persons
present and being, or representing by proxy, a member or members entitled to
attend and vote at the meeting, shall be a quorum.


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<PAGE>

                                         -11-

10.5.    The Chairman of the Board, if any, or in his absence the President of
the Company or in his absence a Vice-President of the Company, if any, shall be
entitled to preside as chairman at every general meeting of the Company.

10.6.    If at any general meeting neither the Chairman of the Board nor
President nor a Vice-President is present within fifteen minutes after the time
appointed for holding the meeting or is willing to act as chairman, the
Directors present shall choose some one of their number to be chairman or if all
the Directors present decline to take the chair or shall fail to so choose or if
no Director be present, the members present shall choose one of their number to
be chairman.

10.7.    The chairman may and shall, if so directed by the meeting, adjourn the
meeting from time to time and from place to place, but no business shall be
transacted at any adjourned meeting other than the business left unfinished at
the meeting from which the adjournment took place. When a meeting is adjourned
for thirty days or more, notice, but not "advance notice", of the adjourned
meeting shall be given as in the case of an original meeting or if so determined
by the Directors, by an advertisement published at least once in a daily
newspaper in Vancouver, British Columbia, or in the city where the meeting
commenced. Save as aforesaid, it shall not be necessary to give any notice of an
adjourned meeting or of the business to be transacted at an adjourned meeting.

10.8.    The chairman may propose or second a motion.

10.9.    Subject to the provisions of the Company Act, at any meeting a
resolution put to the vote of the meeting shall be decided on a show of hands,
unless (before or on the declaration of the result of the show of hands) a poll
is directed by the chairman or demanded by at least one member entitled to vote
who is present in person or by proxy. The chairman shall declare to the meeting
the decision on every question in accordance with the result of the show of
hands or the poll, and such decision shall be entered in the book of proceedings
of the Company. A declaration by the chairman that a resolution has been
carried, or carried unanimously, or by a particular majority, or lost or not
carried by a particular majority and an entry to that effect in the book of the
proceedings of the Company shall be conclusive evidence of the fact, without
proof of the number or proportion of the votes recorded in favour of, or
against, that resolution.

10.10.   In the case of an equality of votes, whether on a show of hands or on
a poll, the chairman of the meeting at which the show of hands takes place or at
which the poll is demanded shall not be entitled to a second or casting vote.

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

                                       Briant, Angus, McClellan & Rubenstein

<PAGE>

                                         -12-

10.12.   Every ballot cast upon a poll and every proxy appointing a proxyholder
who casts a ballot upon a poll shall be retained by the Secretary for such
period and be subject to such inspection as the Company Act may provide.

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

10.14.   Unless the Company Act, the Memorandum or these Articles otherwise
provide, any action to be taken by a resolution of the members may be taken by
an ordinary resolution.


                                       PART 11

                                   VOTES OF MEMBERS

11.1.    Subject to any special voting rights or restrictions attached to any
class or series of shares and the restrictions on joint registered holders of
shares, on a show of hands every member who is present in person and entitled to
vote thereat shall have one vote and on a poll every member shall have one vote
for each share of which he is the registered holder and may exercise such vote
either in person or by proxyholder.

11.2.    Any person who is not registered as a member but is entitled to vote
at any general meeting in respect of a share, may vote the share in the same
manner as if he were a member; but, unless the Directors have previously
admitted his right to vote at that meeting in respect of the share, he shall
satisfy the directors of his right to vote the share before the time for holding
the meeting, or adjourned meeting, as the case may be, at which he proposes to
vote.

11.3.    Any corporation not being a subsidiary which is a member of the
Company may by resolution of its directors or other governing body authorize
such person as it thinks fit to act as its representative at any general meeting
or class meeting. The person so authorized shall be entitled to exercise in
respect of and at such meeting the same powers on behalf of the corporation
which he represents as that corporation could exercise if it were an individual
member of the Company personally present, including, without limitation, the
right, unless restricted by such resolution, to appoint a proxyholder to
represent such corporation, and shall, if present at the meeting, be counted for
the purpose of forming a quorum and be deemed to be a member present at the
meeting. Evidence of the appointment of any such representative may be sent to
the Company by written instrument, telegram, telex or any method of transmitting
legibly recorded messages. Notwithstanding the foregoing, a corporation being a
member may appoint a proxyholder.

11.4.    If a share is registered in the name of two or more persons, the vote
of the senior who exercises a vote, whether in person or by proxyholder, shall
be accepted to the exclusion of the votes of the other joint registered holders;
and for this purpose seniority shall be determined by the order in which the
names stand in the register of members.

                                       Briant, Angus, McClellan & Rubenstein

<PAGE>

                                         -13-

Several legal personal representatives of a deceased member whose shares are
registered in his sole name shall for the purpose of this Article be deemed to
be two or more persons, as the case may be.

11.5.    A member of unsound mind entitled to attend and vote, in respect of
whom an order has been made by any court having jurisdiction, may vote, whether
on a show of hands or on a poll, by his committee, curator bonus, or other
person in the nature of a committee or curator bonus appointed by that court,
and any such committee, curator bonus, or other person may appoint a
proxyholder.

11.6.    Every member, including a member that is a corporation, entitled to
vote at a general meeting or a class meeting of the Company may, by proxy,
appoint a proxyholder as his nominee to attend and act at the meeting in the
manner, to the extent and with the power conferred by the proxy. A member may
also appoint one or more alternate proxyholders to act in the place and stead of
an absent proxyholder.

11.7.    A form of proxy shall be in writing under the hand of the appointor or
of his attorney duly authorized in writing, or, if the appointor is a
corporation either under the seal of the corporation or under the hand of a duly
authorized officer or attorney. A proxyholder need not be a member of the
Company if

         (a)       the Company is at the time a reporting company, or

         (b)       the member appointing the proxyholder is a corporation, or

         (c)       the Company shall have at the time only one member, or

         (d)       the persons present in person or by proxy and entitled to
                   vote at the meeting by resolution permit the proxyholder to
                   attend and vote; for the purpose of such resolution the
                   proxyholder shall be counted in the quorum but shall not be
                   entitled to vote 

and in all other cases a proxyholder must be a member.

11.8.    Unless otherwise ordered by the Directors, a form of proxy and the
         power of attorney or other authority, if any, under which it is
         signed, or a notarially certified copy thereof, shall be deposited at
         the registered office of the Company, or at such other place as is
         specified for that purpose in the notice convening the meeting or in
         the information circular relating thereto, not less than 48 hours
         (excluding Saturdays, Sundays and holidays) before the time for
         holding the meeting in respect of which the person named in the
         instrument is appointed. In addition to any other method of depositing
         proxies provided for in these Articles, the Directors may from time to
         time by resolution make regulations relating to the depositing of
         proxies at any place or places and fixing the time or times for
         depositing the proxies not exceeding 48 hours (excluding Saturdays,
         Sundays and holidays) preceding the meeting or adjourned meeting
         specified in the notice calling a meeting of members or in the
         information circular relating thereto and providing for particulars of
         such proxies to be sent to the Company or any agent of the Company in
         writing or by letter, telegram, telex or any method of transmitting
         legibly recorded messages so as to arrive before the commencement of
         the meeting or adjourned meeting at the office of the Company or of
         any agent of the Company appointed for the purpose of

                                       Briant, Angus, McClellan & Rubenstein

<PAGE>

                                         -14-

receiving such particulars and providing that proxies so deposited may be acted
upon as though the proxies themselves were deposited as required by this Part
and votes given in accordance with such regulations shall be valid and shall be
counted.

11.9.    Unless the Company Act or any other statute or law which is applicable
to the Company or to any class or series of its shares requires any other form
of proxy, a proxy, whether for a specified meeting or otherwise shall be in the
form following, but may also be in any other form that the Directors or the
chairman of the meeting shall approve:

                                  (Name of Company)

         The undersigned, being a member of the above named Company, hereby
         appoints _________________ or failing him ____________________ as
         proxyholder for the undersigned to attend, speak and vote for and on
         behalf of the undersigned in respect of all (or ___________) shares
         registered in the name of the undersigned at the general meeting of
         the Company to be held on the day of _____________, 19__, and at any
         adjournment thereof.

         Signed this ___ day of _______________ 19__.

                                ______________________________
                                (Signature of Member)

11.10.   A vote given in accordance with the terms of a proxy is valid 
notwithstanding the previous death or incapacity of the member giving the 
proxy or the revocation of the proxy or of the authority under which the form 
of proxy was executed or the transfer of the share in respect of which the 
proxy is given, provided that no notification in writing of such death, 
incapacity, revocation or transfer shall have been received at the registered 
office of the Company or by the chairman of the meeting or adjourned meeting 
for which the proxy was given before the vote is taken.

11.11.   Every proxy may be revoked by an instrument in writing

         (a)       executed by the member giving the same or by his attorney
                   authorized in writing or, where the member is a corporation,
                   by a duly authorized officer or attorney of the corporation;
                   and

         (b)       delivered either at the registered office of the Company at
                   any time up to and including the last business day preceding
                   the day of the meeting, or any adjournment thereof at which
                   the proxy is to be used, or to the chairman of the meeting
                   on the day of the meeting or any adjournment thereof before
                   any vote in respect of which the proxy is to be used shall
                   have been taken

or in any other manner provided by law. A proxy shall cease to be valid one year
from its date.


                                       Briant, Angus, McClellan & Rubenstein

<PAGE>

                                         -15-


                                       PART 12

                                      DIRECTORS



12.1.    The subscribers to the Memorandum of the Company are the first
Directors. The Directors to succeed the first Directors may be appointed in
writing by a majority of the subscribers to the Memorandum or at a meeting of
the subscribers, or if not so appointed, they shall be elected by the members
entitled to vote on the election of Directors and the number of Directors shall
be the same as the number of Directors so appointed or elected. The number of
Directors, excluding additional Directors, may be fixed or changed from time to
time by ordinary resolution, whether previous notice thereof has been given or
not, but notwithstanding anything contained in these Articles the number of
Directors shall never be less than one or, if the Company is or becomes a
reporting company, less than three.

12.2.    The remuneration of the Directors as such may from time to time be
determined by the Directors or, if the Directors shall so decide, by the
members. Such remuneration may be in addition to any salary or other
remuneration paid to any officer or employee of the Company as such who is also
a Director. The Directors shall be repaid such reasonable travelling, hotel and
other expenses as they incur in and about the business of the Company and if any
Director shall perform any professional or other services for the Company that
in the opinion of the Directors are outside the ordinary duties of a Director or
shall otherwise be specially occupied in or about the Company's business, he may
be paid a remuneration to be fixed by the Board, or, at the option of such
Director, by the Company in general meeting, and such remuneration may be either
in addition to, or in substitution for any other remuneration that he may be
entitled to receive. The Directors on behalf of the Company, unless otherwise
determined by ordinary resolution, 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 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.

12.3.    A Director shall not be required to hold a share in the capital of the
Company as qualification for his office but shall be qualified as required by
the Company Act, to become or act as a Director.



                                       PART 13

                          ELECTION AND REMOVAL OF DIRECTORS

13.1.    At each annual general meeting of the Company all the Directors shall
retire and the members entitled to vote thereat shall elect a Board of Directors
consisting of the number of Directors for the time being fixed pursuant to these
Articles. If the Company is, or becomes, a company that is not a reporting
company and the business to be transacted at any annual general meeting is
consented to in writing by all the members who are entitled to attend and vote
thereat such annual general meeting shall be deemed for the purpose of this Part
to have been held on such written consent becoming effective.

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<PAGE>

                                         -16-

13.2.    A retiring Director shall be eligible for re-election.

13.3.    Where the Company fails to hold an annual general meeting in
accordance with the Company Act, the Directors then in office shall be deemed to
have been elected or appointed as Directors on the last day on which the annual
general meeting could have been held pursuant to these Articles and they may
hold office until other Directors are appointed or elected or until the day on
which the next annual general meeting is held.

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

13.5.    Any casual vacancy occurring in the Board of Directors may be filled
by the remaining Directors or Director. A vacancy resulting from an increase by
the members in the number of Directors may be filled by the members by ordinary
resolution or by the Directors.

13.6.    Between successive annual general meetings the Directors shall have 
power to appoint one or more additional Directors but not more than one-third 
of the number of Directors fixed pursuant to these Articles and in effect at 
the last general meeting at which Directors were elected, and the number of 
Directors shall be increased accordingly. Any Director so appointed shall 
hold office only until the next following annual general meeting of the 
Company, but shall be eligible for election at such meeting and so long as he 
is an additional Director the number of Directors shall be increased 
accordingly.

13.7.    Any Director may by instrument in writing delivered to the Company
appoint any person to be his alternate to act in his place at meetings of the
Directors at which he is not present unless the Directors shall have reasonably
disapproved the appointment of such person as an alternate Director and shall
have given notice to that effect to the Director appointing the alternate
Director within a reasonable time after delivery of such instrument to the
Company. Every such alternate shall be entitled to notice of meetings of the
Directors and to attend and vote as a Director at a meeting at which the person
appointing him is not personally present. A person may be appointed as an
alternate Director by more than one Director, and an alternate Director shall be
counted separately in determining the quorum for, and having a separate vote on
behalf of, each Director he is representing, in addition to being so counted
and voting where he is himself a Director. Every alternate Director, if
authorized by the instrument appointing them, may sign in place of the Director
who appointed him resolutions submitted to the Directors to be consented to in
writing as referred to in Article 16.9. Every alternate Director shall be deemed
not to be the agent of a Director appointing him. An alternate Director shall be
deemed to be a Director for all purposes of these Articles in the performance of
any function authorized under this Article 13.7, but shall not otherwise be
deemed to be a

                                       Briant, Angus, McClellan & Rubenstein

<PAGE>

                                         -17-

Director or to have power to act as a Director. A Director may at any time by
instrument telegram, telex or any method of transmitting legibly recorded
messages delivered to the Company revoke the appointment of an alternate
appointed by him. An alternate Director may be repaid by the Company such
expenses as might properly be repaid to him if he were a Director and he shall
be entitled to receive from the Company such proportion, if any, of the
remuneration otherwise payable to the Director appointing him as such Director
may from time to time direct.

13.8.    The office of Director shall be vacated if the Director:

         (a)       resigns his office by notice in writing delivered to the
                   registered office of the Company; or

         (b)       is convicted of an indictable offence and the other
                   Directors shall have resolved to remove him; or

         (c)       ceases to be qualified to act as a Director pursuant to the
                   Company Act.

13.9.    The Company may by special resolution remove any Director before the
expiration of his period of office, and may by an ordinary resolution appoint
another person in his stead.


                                       PART 14

                            POWERS AND DUTIES OF DIRECTORS


14.1.    The Directors shall manage, or supervise the management of, the
affairs and business of the Company and shall have the authority to exercise all
such powers of the Company as are not, by the Company Act or by the Memorandum
or these Articles, required to be exercised by the company in general meeting.

14.2.     The Directors may from time to time by power of attorney or other
instrument under the seal, appoint any person to be the attorney of the Company
for such purposes, and with such powers, authorities and discretions (not
exceeding those vested in or exercisable by the Directors under these Articles
and excepting the powers of the Directors relating to the constitution of the
Board and of any of its committees and the appointment or removal of officers
and the power to declare dividends) and for such period, with such remuneration
and subject to such conditions as the Directors may think fit, and any such
appointment may be made in favour of any of the Directors or any of the members
of the Company or in favour of any corporation, or of any of the members,
directors, nominees or managers of any corporation, firm or joint venture and
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.


                                       Briant, Angus, McClellan & Rubenstein


<PAGE>

                                         -18-


                                       PART 15

                         DISCLOSURE OF INTEREST OF DIRECTORS



15.1.    A Director who is, in any way, directly or indirectly interested in a
proposed contract or transaction with the Company or who holds any office or
possesses any property whereby, directly or indirectly, a duty or interest might
be created to conflict with his duty or interest as a Director shall declare the
nature and extent of his interest in such contract or transaction or of the
conflict or potential conflict with his duty and interest as a Director, as the
case may be, in accordance with the provisions of the Company Act.

15.2.    A Director shall not vote in respect of any such contract or
transaction with the Company in which he is interested and if he shall do so his
vote shall not be counted, but he shall be counted in the quorum present at the
meeting at which such vote is taken. Subject to the provisions of the Company
Act, the foregoing prohibitions shall not apply to

         (a)       any such contract or transaction relating to a loan to the
                   Company, which a Director or a specified corporation or a
                   specified firm in which he has an interest has guaranteed or
                   joined in guaranteeing the

         (b)       any contract or transaction made or to be made with, or for
                   the benefit of an affiliated corporation of which a Director
                   is a director or officer;

         (c)       determining the remuneration of the Directors;

         (d)       purchasing and maintaining insurance to cover Directors
                   against liability incurred by them as Directors under
                   Section 152 of the Company Act; or

         (e)       the indemnification of any Director by the Company under
                   Section 152 of the Company Act.

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

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

                                       Briant, Angus, McClellan & Rubenstein

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                                         -19-

15.4.    Subject to compliance with the provisions of the Company Act, a
Director or his firm may act in a professional capacity for the Company (except
as auditor of the Company) and he or his firm shall be entitled to remuneration
for professional services as if he were not a Director.

15.5.    A Director may be or become a director or other officer or employee
of, or otherwise interested in, any corporation or firm in which the Company may
be interested as a shareholder or otherwise, and, subject to compliance with the
provisions of the Company Act, such Director shall not be accountable to the
Company for any remuneration or other benefits received by him as director,
officer or employee of, or from his interest in, such other corporation or firm,
unless the Company in general meeting otherwise directs.


                                       PART 16

                               PROCEEDINGS OF DIRECTORS

16.1.    The Chairman of the Board, if any, or in his absence, the
Vice-Chairman or in his absence, the President shall preside as chairman at
every meeting of the Directors, or if neither the Chairman of the Board nor the
Vice-Chairman nor the President is present within fifteen minutes of the time
appointed for holding the meeting or is willing to act as chairman, or, if the
Chairman of the Board, the Vice-Chairman, and the President have advised the
secretary that they will not be present at the meeting, the Directors present
shall choose one of their number to be chairman of the meeting.

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

16.3.    A meeting of the Directors or of any committee of the Directors may
take place by means of conference telephones or other communications facilities
by which means all Directors participating in the meeting can hear each other
and provided that all such Directors agree to such meeting being held in such
manner. Directors participating in a meeting in accordance with this Article
shall be deemed to be present at the meeting and to have so agreed and shall be
counted in the quorum therefor and be entitled to speak and vote thereat.

16.4.    A Director may, and the Secretary or an Assistant Secretary upon
request of a Director shall, call a meeting of the Board at any time. Reasonable
notice of such meeting specifying the place, day and hour of such meeting shall
be given by mail, postage pre-paid, addressed to each of the Directors and
alternate Directors at his address as it appears on the books of the Company or
by leaving it at his usual business or residential address or by telephone,
telegram, telex, or any method of transmitting legibly recorded messages. It
shall not be necessary to give notice of a meeting of Directors to any Director
or alternate Directors (a) who is at the time not in the Province of British


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<PAGE>

                                         -20-

Columbia or (b) if such meeting is to be held immediately following a general
meeting at which such Director shall have been elected or is the meeting of
Directors at which such Director is appointed. Accidental omission to give
notice of a meeting to or the nonreceipt of notice of a meeting by, any Director
or alternate Director shall not invalidate the proceedings at the meeting.

16.5.    Any Director of the Company may file with the Secretary a document 
executed by him waiving notice of any past, present or future meeting or
meetings of the Directors being, or required to have been, sent to him and may
at any time withdraw such waiver with respect to meetings held thereafter. After
filing such waiver with respect to future meetings and until such waiver
is withdrawn no notice need be given to such Director and, unless the Director
otherwise requires in writing to the Secretary, to his alternate Director of any
meeting of Directors and all meetings of the Directors so held shall be deemed
not to be improperly called or constituted by reason of notice not having been
given to such Director or alternate Director.

16.6.    The quorum necessary for the transaction of the business of the
Directors may be fixed by the Directors and if not so fixed shall be two
Directors or, if the number of Directors is fixed at one, shall be one Director.

16.7.    The continuing Directors may act notwithstanding any vacancy in their
body, but, if and so long as their number is reduced below the number fixed
pursuant to these Articles as the necessary quorum of Directors, the continuing
Directors may act for the purpose of increasing the number of Directors to that
number, or of summoning a general meeting of the Company, but for no other
purpose.

16.8.    Subject to the provisions of the Company Act, all acts done by any
meeting of the Directors or of a committee of Directors, or by any person acting
as a Director, shall, notwithstanding that it be afterwards discovered that
there was some defect in the qualification, election or appointment of any such
Directors or of the members of such committee or person acting as aforesaid, or
that they or any of them were disqualified, be as valid as if every such person
had been duly elected or appointed and was qualified to be a Director.

16.9.    A resolution consented to in writing, whether by document, telegram,
telex or any method of transmitting legibly recorded messages or other means, by
all of the Directors shall be as valid and effectual as if it had been passed at
a meeting of the Directors duly called and held. Such resolution may be in two
or more counterparts which together shall be deemed to constitute one resolution
in writing. Such resolution shall be filed with the minutes of the proceedings
of the Directors and shall be effective on the date stated thereon or on the
latest date stated on any counterpart.


                                       PART 17

                            EXECUTIVE AND OTHER COMMITTEES

17.1.    The Directors may by resolution appoint an Executive Committee to
consist of such member or members of their body as they think fit, which
Committee shall have, and

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                                         -21-


may exercise during the intervals between the meetings of the Board, all the
powers vested in the Board except the power to fill vacancies in the Board, the
power to change the membership of, or fill vacancies in, said Committee or any
other committee of the Board and such other powers, if any, as may be specified
in the resolution. The said Committee shall keep regular minutes of its
transactions and shall cause them to be recorded in books kept for that purpose,
and shall report the same to the Board of Directors at such times as the Board
of Directors may from time to time require. The Board shall have the power at
any time to revoke or override the authority given to or acts done by the
Executive Committee except as to acts done before such revocation or overriding
and to terminate the appointment or change the membership of such Committee and
to fill vacancies in it. The Executive Committee may make rules for the conduct
of its business and may appoint such assistants as it may deem necessary. A
majority of the members of said Committee shall constitute a quorum thereof.

17.2.    The Directors may from time to time by resolution constitute, dissolve
or reconstitute standing committees and other committees consisting of such
persons as the Board may determine. Every committee constituted by the Board
shall have the powers, authorities and discretions delegated to it by the Board
(which shall not include the power to fill vacancies in the Board and the power
to change the membership of or fill vacancies in any committee constituted by
the Board or the power to appoint or remove officers appointed by the Board) and
shall conform to the regulations which may from time to time be imposed upon it
by the Board.

17.3.     The Executive Committee and any other committee may meet and adjourn
as it thinks proper. Questions arising at any meeting shall be determined by a
majority of votes of the members of the committee present, and in case of an
equality of votes the chairman shall not have a second or casting vote. A
resolution approved in writing by all the members of the Executive Committee or
any other committee shall be as valid and effective as if it had been passed at
a meeting of such Committee duly called and constituted. Such resolution may be
in two or more counterparts which together shall be deemed to constitute one
resolution in writing. Such resolution shall be filed with the minutes of the
proceedings of the committee and shall be effective on the date stated thereon
or on the latest date stated in any counterpart.


                                       PART 18

                                       OFFICERS


18.1.    The Directors shall, from time to time, appoint a President and a
Secretary and such other officers, if any as the directors shall determine and
the Directors may, at any time, terminate any such appointment. No officer shall
be appointed unless he is qualified in accordance with the provisions of the
Company Act.

18.2.    One person may hold more than one of such offices except that the
offices of President and Secretary must be held by different persons unless the
Company has only one member. Any person appointed as the Chairman of the Board,
the President or the Managing Director shall be a Director. The other officers
need not be Directors. The remuneration of the officers of the Company as such
and the terms and conditions of their

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                                         -22-


tenure of office or employment shall from time to time be determined by the
Directors; such remuneration may be by way of salary, fees, wages, commission or
participation in profits or any other means or all of these modes and an officer
may in addition to such remuneration be entitled to receive after he ceases to
hold such office or leaves the employment of the Company a pension or gratuity.
The Directors may decide what functions and duties each officer shall perform
and may entrust to and confer upon him any of the powers exercisable by them
upon such terms and conditions and with such restrictions as they think fit and
may from time to time revoke, withdraw, alter or vary all or any of such
functions, duties and powers. The Secretary shall, inter alia, perform the
functions of the Secretary specified in the Company Act.

18.3.    Every officer of the Company who holds any office or possesses any
property whereby, whether directly or indirectly, duties or interests might be
created in conflict with his duties or interests as an officer of the Company
shall, in writing, disclose to the President the fact and the nature, character
and extent of the conflict.


                                       PART 19

            INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS AND EMPLOYEES

19.1.    Subject to the provisions of the Company Act, the Directors shall
cause the Company to indemnify a Director or former Director of the Company and
the Directors may cause the Company to indemnify a director or former director
of a corporation of which the Company is or was a shareholder and the heirs and
personal representatives of any such person against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment,
actually and reasonably incurred by him or them including an amount paid to
settle an action or satisfy a judgment in a civil, criminal or administrative
action or proceeding to which he is or they are made a party by reason of his
being or having been a Director of the Company or a director of such
corporation, including any action brought by the Company or any such
corporation. The Company shall apply to the court for all approvals of the court
which may be required to make any indemnity referred to in this Part effective
and enforceable. Each Director of the Company on being elected or appointed
shall be deemed to have contracted with the Company on the terms of the
foregoing indemnity.

19.2.    Subject to the provisions of the Company Act, the Directors may cause
the Company to indemnify any officer, employee or agent of the Company or of a
corporation of which the Company is or was a shareholder (notwithstanding that
he is also a Director) and his heirs and personal representatives against all
costs, charges and expenses whatsoever incurred by him or them and resulting
from his acting as an officer, employee or agent of the Company or such
corporation. In addition the Company shall indemnify the Secretary or an
Assistant Secretary of the Company (if he shall not be a full time employee of
the Company and notwithstanding that he is also a Director) and his respective
heirs and legal representatives against all costs, charges and expenses
whatsoever incurred by him or then; and arising out of the functions assigned to
the Secretary by the Company Act or these Articles and each such Secretary and
Assistant Secretary shall on being appointed be deemed to have contracted with
the Company on the terms of the foregoing indemnity.


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                                         -23-

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

19.4.    The Directors may cause the Company to purchase and maintain insurance 
for the benefit of any person who is or was serving as a Director, officer, 
employee or agent of the Company or as a director, officer, employee or agent 
of any corporation of which the Company is or was a shareholder and his heirs 
or personal representatives against any liability incurred by him as such 
Director, director, officer, employee or agent.

                                       PART 20

                                DIVIDENDS AND RESERVE

20.1.    The Directors may from time to time declare and authorize payment of
such dividends, if any, as they may deem advisable and need not give notice of
such declaration to any member. No dividend shall be paid otherwise than out of
funds and/or assets properly available for the payment of dividends and a
declaration by the Directors as to the amount of such funds or assets available
for dividends shall be conclusive. The Company may pay any such dividend wholly
or in part by the distribution of specific assets and in particular by paid up
shares, bonds, debentures or other securities of the Company or any other
corporation or in any one or more such ways as may be authorized by the Company
or the Directors and where any difficulty arises with regard to such a
distribution the Directors may settle the same as they think expedient, and in
particular may fix the value for distribution of such specific assets or any
part thereof, and may determine that cash payments in substitution for all or
any part of the specific assets to which any members are entitled shall be made
to any members on the basis of the value so fixed in order to adjust the rights
of all parties and may vest any such specific assets in trustees for the persons
entitled to the dividend as may seem expedient to the Directors.

20.2.    Any dividend declared on shares of any class or series by the
Directors may be made payable on such date as is fixed by the Directors.

20.3.    Subject to the rights of members (if any) holding shares with special
rights as to dividends, all dividends on shares of any class or series shall be
declared and paid according to the number of such shares held.

20.4.    The Directors may, before declaring any dividend, set aside out of the
funds properly available for the payment of dividends such sums as they think
proper as a reserve or reserves, which shall, at the discretion of the
Directors, be applicable for meeting contingencies, or for equalizing dividends,
or for any other purpose to which such funds of the Company may be properly
applied, and pending such application may, at the like discretion, either be
employed in the business of the Company or be invested in such investments as
the Directors may from time to time think fit. The Directors may also, without
placing the same in reserve, carry forward such funds, which they think prudent
not to divide.


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                                         -24-

20.5.    If several persons are registered as joint holders of any share, any
one of them may given an effective receipt for any dividend, bonuses or other
moneys payable in respect of the share.

20.6.    No dividend shall bear interest against the Company. Where the
dividend to which a member is entitled includes a fraction of a cent, such
fraction shall be disregarded in making payment thereof and such payment shall
be deemed to be payment in full.

20.7.    Any dividend, bonuses or other moneys payable in cash in respect of
shares may be paid by cheque or warrant sent through the post directed to the
registered address of the holder, or in the case of joint holders, to the
registered address of that one of the joint holders who is first named on the
register, or to such person and to such address as the holder or joint holders
may direct in writing. Every such cheque or warrant shall be made payable to the
order of the person to whom it is sent. The mailing of such cheque or warrant
shall, to the extent of the sum represented thereby (plus the amount of any tax
required by law to be deducted) discharge all liability for the dividend, unless
such cheque or warrant shall not be paid on presentation or the amount of tax so
deducted shall not be paid to the appropriate taxing authority.

20.8.    Notwithstanding anything contained in these Articles the Directors may
from time to time capitalize any undistributed surplus on hand of the Company
and may from time to time issue as fully paid and non-assessable any unissued
shares, or any bonds, debentures or debt obligations of the Company as a
dividend representing such undistributed surplus on hand or any part thereof.



                                       PART 21

                            DOCUMENTS, RECORDS AND REPORTS

21.1.    The Company shall keep at its records office at such other place as
the Company Act may permit, the documents, copies registers, minutes, and
records which the Company is required by the Company Act to keep at its records
office or such other place, as the case may be.

21.2.    The Company shall cause to be kept proper books of account and
accounting records in respect of all financial and other transactions of the
Company in order properly to record the financial affairs and condition of the
Company and to comply with the Company Act.

21.3.    Unless the Directors determine otherwise, or unless otherwise
determined by an ordinary resolution, no member of the Company shall be entitled
to inspect the accounting records of the Company.

21.4.    The Directors shall from time to time at the expense of the Company
cause to be prepared and laid before the Company in general meeting such
financial statements and reports as are required by the Company Act.


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                                         -25-



21.5.    Every member shall be entitled to be furnished once gratis on demand
with a copy of the latest annual financial statement of the Company and, if so
required by the Company Act, a copy of each such annual financial statement and
interim financial statement shall be mailed to each member.



                                       PART 22

                                       NOTICES


22.1.    A notice, statement or report may be given or delivered by the Company
to any member either by delivery to him personally or by sending it by mail to
him to his address as recorded in the register of members. Where a notice,
statement or report is sent by mail, service or delivery of the notice,
statement or report shall be deemed to be effected by properly addressing,
prepaying and mailing the notice, statement or report and to have been given on
the day, Saturdays, Sundays and holidays excepted, following the date of
mailing. A certificate signed by the Secretary or other officer of the Company
or of any other corporation acting in that behalf for the Company that the
letter, envelope or wrapper containing the notice, statement or report was so
addressed, prepaid and mailed shall be conclusive evidence thereof.

22.2.    A notice, statement or report may be given or delivered by the Company
to the joint holders of a share by giving the notice to the joint holder first
named in the register of members in respect of the share.

22.3.     A notice, statement or report may be given or delivered by the
Company to the persons entitled to a share in consequence of the death,
bankruptcy or incapacity of a member by sending it through the mail prepaid
addressed to them by name or by the title of representatives of the deceased or
incapacitated person or trusted of the bankrupt, or by any like description, at
the address (if any) supplied to the Company for the purpose by the persons
claiming to be so entitled, or (until such address has been so supplied) by
giving the notice in a manner in which the same might have been given if the
death, bankruptcy or incapacity had not occurred.

22.4.    Notice of every general meeting or meeting of members holding a class
or series of shares shall be given in a manner hereinbefore authorized to every
member holding at the time of the issue of the notice or the date fixed for
determining the members entitled to such notice, whichever is the earlier,
shares which confer the right to notice of and to attend and vote at any such
meeting. No other person except the auditor of the Company and the Directors of
the Company shall be entitled to receive notices of any such meeting.


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                                         -26-


                                       PART 23

                                     RECORD DATES


23.1.    The Directors may fix in advance a date, which shall not be more than
the maximum number of days permitted by the Company Act preceding the date of
any meeting of members or any class or series thereof or of the payment of any
dividend or of the proposed taking of any other proper action requiring the
determination of members as the record date for the determination of the members
entitled to notice of, or to attend and vote at, any such meeting and any
adjournment thereof, or entitled to receive payment of any such dividend or for
any other proper purpose and, in such case, notwithstanding anything elsewhere
contained in these Articles, only members of record on the date so fixed shall
be deemed to be members for the purposes aforesaid.

23.2.    Where no record date is so fixed for the determination of members as
provided in the preceding Article the date on which the notice is mailed or on
which the resolution declaring the dividend is adopted, as the case may be,
shall be the record date for such determination.


                                       PART 24

                                         SEAL

24.1.    The Directors may provide a seal for the Company and, if they do so,
shall provide for the safe custody of the seal which shall not be affixed to any
instrument except in the presence of the following persons, namely,

         (a)       any two Directors, or

         (b)       one of the Chairman of the Board, the President, the
                   Managing Director, a Director and a Vice-President together
                   with one of the Secretary, the Treasurer, the
                   Secretary-Treasurer, an Assistant Secretary, an Assistant
                   Treasurer and an Assistant Secretary-Treasurer, or

         (c)       if the Company shall have only one member, the President or
                   the Secretary, or

         (d)       subject to Article 8.4., such person or persons as the
                   Directors may from time to time by resolution appoint

and the said Directors, officers, person or persons in whose presence the seal
is so affixed to an instrument shall sign such instrument. For the purpose of
certifying under seal true copies of any document or resolution the seal may be
affixed in the presence of any one of the foregoing persons.

24.2.    To enable the seal of the Company to be affixed to any bonds,
debentures, share certificates, or other securities of the Company, whether in
definitive or interim

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                                         -27-

form, on which facsimiles of any of the signatures of the Directors or officers
of the Company are, in accordance with the Company Act and/or these Articles,
printed or otherwise mechanically reproduced there may be delivered to the firm
or company employed to engrave, lithograph or print such definitive or interim
bonds, debentures, share certificates or other securities one or more unmounted
dies reproducing the Company's seal and the Chairman of the Board, the
President, the Managing Director or a Vice-President and the Secretary,
Treasurer, Secretary-Treasurer, an Assistant Secretary, an Assistant Treasurer
or an Assistant Secretary-Treasurer may by a document authorize such firm or
company to cause the Company's seal to be affixed to such definitive or interim
bonds, debentures, share certificates or other securities by the use of such
dies. Bonds, debentures, share certificates or other securities to which the
Company's seal has been so affixed shall for all be deemed to be under and to
bear the Company's seal lawfully affixed thereto.

24.3.    The Company may have for use in any other province, state, territory
or country an official seal and all of the powers conferred by the Company Act
with respect thereto may be exercised by the Directors or by a duly authorized
agent of the Company.



                                       PART 25

                                     PROHIBITIONS

25.1.    As long as the Company is a company which is not a reporting issuer
(as defined under the British Columbia Securities Act), no shares shall be
transferred without the previous consent of the Directors expressed by a
resolution of the Board and the Directors shall not be required to give any
reason for refusing to consent to any such proposed transfer.

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                                         -28-


--------------------------------------------------------------------------------
           Full Name, Resident Address, and Occupation of Subscriber
--------------------------------------------------------------------------------


/s/ James A. Speakman
----------------------------------
JAMES A. SPEAKMAN

                                            #205 - 2772 Spruce Street
                                            Vancouver, B.C. 
                                            V6H 2R2
                                            ---------------------------------




                                            Solicitor
                                            ---------------------------------




--------------------------------------------------------------------------------
DATED as of the 20th day of July, 1987
--------------------------------------------------------------------------------
















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                                       Briant, Angus, McClellan & Rubenstein