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Articles

REG TECHNOLOGIES INC.Name of Company (the "Company")

INCORPORATION NO.: BC0255438

Part 1  Interpretation

Definitions

1.1 Without limiting Article 1.2, in these articles,
    unless the context requires otherwise: "adjourned meeting" means the meeting to which a
    meeting is adjourned under Article 8.6 or 8.10; "board" and "directors" mean the directors
    or sole director of the Company for the time being; "Business Corporations Act"
    means the Business Corporations Act, S.B.C. 2002, c.57, and includes
    its regulations; "Interpretation Act" means the
    Interpretation Act, R.S.B.C. 1996, c. 238; "trustee", in relation to a shareholder, means the
    personal or other legal representative of the shareholder, and includes a
    trustee in bankruptcy of the shareholder.


Business Corporations Actdefinitions apply

1.2 The definitions in the Business Corporations
    Act apply to these articles.


Interpretation Actapplies

1.3 The Interpretation Act applies to the
    interpretation of these articles as if these articles were an enactment.


Conflict in definitions

1.4 If there is a conflict between a definition in
    the Business Corporations Act and a definition or rule in the Interpretation
    Act relating to a term used in these articles,


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the definition in the Business Corporations Act will
    prevail in relation to the use of the term in these articles.


Conflict between articles and legislation

1.5 If there is a conflict between these articles
    and the Business Corporations Act, the Business Corporations Act
    will prevail.


Part 2  Shares and Share Certificates

Form of share certificate

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


Right to share certificate

2.2 Each shareholder is entitled, without charge,
    to one certificate representing the share or shares of each class or series
    of shares held by the shareholder.


Sending of share certificate

2.3 Any share certificate to which a shareholder
    is entitled may be sent to the shareholder by mail and neither the Company
    nor any agent is liable for any loss to the shareholder because the certificate
    sent is lost in the mail or stolen.


Replacement of worn out or defaced certificate

2.4 If the directors are satisfied that a share certificate
    is worn out or defaced, they must, on production to them of the certificate
    and on such other terms, if any, as they think fit, (a) order the certificate to be cancelled, and (b) issue a replacement share certificate.


Replacement of lost, stolen or destroyed certificate

2.5 If a share certificate is lost, stolen or destroyed,
    a replacement share certificate must be issued to the person entitled to that
    certificate if the directors receive (a) proof satisfactory to them that the certificate is
      lost, stolen or destroyed, and


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(b) any indemnity the directors consider adequate.


Splitting share certificates

2.6 If a shareholder surrenders a share certificate
    to the Company with a written request that the Company issue in the shareholder's
    name 2 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 must cancel the surrendered certificate and issue
    replacement share certificates in accordance with that request.


Part 3  Issue of Shares

Directors authorized to issue shares

3.1 The directors may, subject to the rights of the
    holders of the issued shares of the Company, issue, allot, sell, grant options
    on or otherwise dispose of the unissued shares, and issued shares held by
    the Company, at the times, to the persons, including directors, in the manner,
    on the terms and conditions and for the issue prices that the directors, in
    their absolute discretion, may determine.


Company need not recognize unregistered interests

3.2 Except as required by law or these articles, the Company need
    not recognize or provide for any person's interests in or rights to a share
    unless that person is the shareholder of the share.


Part 4  Share Transfers

Recording or registering transfer

4.1 A transfer of a share of the Company must not
    be recorded or registered (a) unless a duly signed instrument of transfer in respect
      of the share has been received by the Company and the certificate representing
      the share to be transferred has been surrendered and cancelled, or (b) if no certificate has been issued by the Company in
      respect of the share, unless a duly signed instrument of transfer in respect
      of the share has been received by the Company.


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Form of instrument of transfer

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


Signing of instrument of transfer

4.3 If a shareholder, or his or her duly authorized
    attorney, signs an instrument of transfer in respect of shares registered
    in the name of the shareholder, the signed instrument of transfer constitutes
    a complete and sufficient authority to the Company and its directors, officers
    and agents to register the number of shares specified in the instrument of
    transfer, or, if no number is specified, all the shares represented by share
    certificates deposited with the instrument of transfer, (a) in the name of the person named as transferee in that
      instrument of transfer, or (b) if no person is named as transferee in that instrument
      of transfer, in the name of the person on whose behalf the share certificate
      is deposited for the purpose of having the transfer registered.


Transfer fee

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


Part 5  Purchase of Shares

Company authorized to purchase shares

5.1 Subject to the special rights and restrictions
    attached to any class or series of shares, the Company may, if it is authorized
    to do so by the directors, purchase or otherwise acquire any of its shares.


Part 6  Borrowing Powers

Powers of directors

6.1 The directors may from time to time on behalf
    of the Company (a) borrow money in the manner and amount, on the security,
      from the sources and on the terms and conditions that they consider appropriate,


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(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, (c) guarantee the repayment of money by any other person
      or the performance of any obligation of any other person, and (d) mortgage or charge, whether by way of specific or
      floating charge, or give other security on the whole or any part of the
      present and future undertaking of the Company.


Part 7  General Meetings

Annual general meetings

7.1 Unless an annual general meeting is deferred
    or waived in accordance with section 182 (2) (a) or (c) of the Business
    Corporations Act, the Company must hold its first annual general meeting
    within 18 months after the date on which it was incorporated or otherwise
    recognized, and after that must hold an annual general meeting at least once
    in each calendar year and not more than 15 months after the last annual general
    meeting.


When annual general meeting is deemed to have been held

7.2 If all of the shareholders who are entitled to
    vote at an annual general meeting consent by a unanimous resolution under
    section 182 (2) (b) of the Business Corporations Act to all of the
    business that is required to be transacted at that annual general meeting,
    the annual general meeting is deemed to have been held on the date selected,
    under section 182 (3) of the Business Corporations Act, in the unanimous
    resolution.


Calling of shareholder meetings

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


Special business

7.4 If a general meeting is to consider special business
    within the meaning of Article 8.1, the notice of meeting must (a) state the general nature of the special business,
      and (b) if the special business includes considering, approving,
      ratifying, adopting or authorizing any document or the signing of or giving
      of effect to any


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document, have attached to it a copy of the document or
      state that a copy of the document will be available for inspection by shareholders (i) at the Company's records office, or at such other
        reasonably accessible location in British Columbia as is specified by
        the notice, and (ii) during statutory business hours on any one or more
        specified days before the day set for the holding of the meeting.


Part 8  Proceedings at Meetings of Shareholders

Special business

8.1 At a meeting of shareholders, the following business
    is special business: (a) at a meeting of shareholders that is not an annual
      general meeting, all business is special business except business relating
      to the conduct of or voting at the meeting; (b) at an annual general meeting, all business is special
      business except for the following: (i) business relating to the conduct of, or voting at,
        the meeting; (ii) consideration of any financial statements of the
        Company presented to the meeting; (iii) consideration of any reports of the directors
        or auditor; (iv) the setting or changing of the number of directors; (v) the election or appointment of directors; (vi) the appointment of an auditor; (vii) the setting of the remuneration of an auditor; (viii) business arising out of a report of the directors
        not requiring the passing of a special resolution or an exceptional resolution.


Quorum

8.2 Subject to the special rights and restrictions
    attached to the shares of any class or series of shares, the quorum for the
    transaction of business at a meeting of shareholders is 2 persons who are,
    or who represent by proxy, shareholders who, in


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the aggregate, hold at least 1/20 of the issued shares entitled
    to be voted at the meeting.


One shareholder may constitute quorum

8.3 If there is only one shareholder entitled to
    vote at a meeting of shareholders, (a) the quorum is one person who is, or who represents
      by proxy, that shareholder, and (b) that shareholder, present in person or by proxy, may
      constitute the meeting.


Other persons may attend

8.4 The directors, the president, if any, the secretary,
    if any, and any lawyer or auditor for the Company are entitled to attend any
    meeting of shareholders, but if any of those persons does attend a meeting
    of shareholders, that person is not to be counted in the quorum, and is not
    entitled to vote at the meeting, unless that person is a shareholder or proxy
    holder entitled to vote at the meeting.


Requirement of quorum

8.5 No business, other than the election of a chair
    of the meeting and the adjournment of the meeting, may be transacted at any
    meeting of shareholders unless a quorum of shareholders entitled to vote is
    present at the commencement of the meeting.


Lack of quorum

8.6 If, within 1/2 hour from the time set for the
    holding of a meeting of shareholders, a quorum is not present, (a) in the case of a general meeting convened by requisition
      of shareholders, the meeting is dissolved, and (b) in the case of any other meeting of shareholders,
      the meeting stands adjourned to the same day in the next week at the same
      time and place.


Lack of quorum at succeeding meeting

8.7 If, at the meeting to which the first meeting
    referred to in Article 8.6 was adjourned, a quorum is not present within 1/2
    hour from the time set for the holding


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of the meeting, the persons present and being, or representing
    by proxy, shareholders entitled to attend and vote at the meeting constitute
    a quorum.


Chair

8.8 The following individual is entitled to preside
    as chair at a meeting of shareholders: (a) the chair of the board, if any; (b) if the chair of the board is absent or unwilling to
      act as chair of the meeting, the president, if any.


Alternate chair

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


Adjournments

8.10 The chair of a meeting of shareholders may,
    and if so directed by the meeting must, adjourn the meeting from time to time
    and from place to place, but no business may be transacted at any adjourned
    meeting other than the business left unfinished at the meeting from which
    the adjournment took place.


Notice of adjourned meeting

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


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Motion need not be seconded

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


Manner of taking a poll

8.13 Subject to Article 8.14, if a poll is duly demanded
    at a meeting of shareholders, (a) the poll must be taken (i) at the meeting, or within 7 days after the date
        of the meeting, as the chair of the meeting directs, and (ii) in the manner, at the time and at the place that
        the chair of the meeting directs,
 (b) the result of the poll is deemed to be a resolution
      of and passed at the meeting at which the poll is demanded, and (c) the demand for the poll may be withdrawn.


Demand for a poll on adjournment

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


Demand for a poll not to prevent continuation of meeting

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


Poll not available in respect of election of chair

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


Casting of votes on poll

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


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Chair must resolve dispute

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


Chair has no second vote

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


Declaration of result

8.20 The chair of a meeting of shareholders must
    declare to the meeting the decision on every question in accordance with the
    result of the show of hands or the poll, as the case may be, and that decision
    must be entered in the minutes of the meeting.


Part 9  Votes of Shareholders

Voting rights

9.1 Subject to any special rights or restrictions
    attached to any shares and to the restrictions imposed on joint registered
    holders of shares under Article 9.3, (a) on a vote by show of hands, every person present who
      is a shareholder or proxy holder and entitled to vote at the meeting has
      one vote, and (b) on a poll, every shareholder entitled to vote has
      one vote in respect of each share held by that shareholder that carries
      the right to vote on that poll and may exercise that vote either in person
      or by proxy.


Trustee of shareholder may vote

9.2 A person who is not a shareholder may vote on
    a resolution at a meeting of shareholders, whether on a show of hands or on
    a poll, and may appoint a proxy holder to act at the meeting in relation to
    that resolution, if, before doing so, the person satisfies the chair of the
    meeting at which the resolution is to be considered, or the directors, that
    the person is a trustee for a shareholder who is entitled to vote on the resolution.


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Votes by joint shareholders

9.3 If there are joint shareholders registered in
    respect of any share, (a) any one of the joint shareholders may vote at any
      meeting, either personally or by proxy, in respect of the share as if that
      joint shareholder were solely entitled to it, or (b) if more than one of the joint shareholders is present
      at any meeting, personally or by proxy, the joint shareholder present whose
      name stands first on the central securities register in respect of the share
      is alone entitled to vote in respect of that share.


Trustees as joint shareholders

9.4 Two or more trustees of a shareholder in whose
    sole name any share is registered are, for the purposes of Article 9.3, deemed
    to be joint shareholders.


Representative of a corporate shareholder

9.5 If a corporation that is not a subsidiary of
    the Company is a shareholder, that corporation may appoint a person to act
    as its representative at any meeting of shareholders of the Company, and, (a) for that purpose, the instrument appointing a representative
      must (i) be received at the registered office of the Company
        or at any other place specified, in the notice calling the meeting, for
        the receipt of proxies, at least 2 business days before the day set for
        the holding of the meeting, or (ii) be provided, at the meeting, to the chair of the
        meeting, and
 (b) if a representative is appointed under this Article, (i) the representative is entitled to exercise in respect
        of and at that meeting the same rights on behalf of the corporation that
        the representative represents as that corporation could exercise if it
        were a shareholder who is an individual, including, without limitation,
        the right to appoint a proxy holder, and (ii) the representative, if present at the meeting,
        is to be counted for the purpose of forming a quorum and is deemed to
        be a shareholder present in person at the meeting.


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Proxy provisions do not apply to all companies

9.6 Articles 9.7 to 9.13 do not apply to the Company
    if and for so long as it is a public company or a pre-existing reporting company.


Appointment of proxy holder

9.7 Every shareholder of the Company, including a
    corporation that is a shareholder but not a subsidiary of the Company, entitled
    to vote at a meeting of shareholders of the Company may, by proxy, appoint
    a proxy holder to attend and act at the meeting in the manner, to the extent
    and with the powers conferred by the proxy.


Alternate proxy holders

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


When proxy holder need not be shareholder

9.9 A person must not be appointed as a proxy holder
    unless the person is a shareholder, although a person who is not a shareholder
    may be appointed as a proxy holder if (a) the person appointing the proxy holder is a corporation
        or a representative of a corporation appointed under Article 9.5, (b) the Company has at the time of the meeting for which
        the proxy holder is to be appointed only one shareholder entitled to vote
        at the meeting, or (c) the shareholders present in person or by proxy at
        and entitled to vote at the meeting for which the proxy holder is to be
        appointed, by a resolution on which the proxy holder is not entitled to
        vote but in respect of which the proxy holder is to be counted in the
        quorum, permit the proxy holder to attend and vote at the meeting.


Form of proxy

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


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(Name of Company)

The undersigned, being a shareholder of the above named
    Company, hereby appoints ................................, or, failing that
    person, ................................, as proxy holder for the undersigned
    to attend, act and vote for and on behalf of the undersigned at the meeting
    of shareholders to be held on the day of .......................,.........
    and at any adjournment of that meeting. Signed this ............ day of .............., ........... ...................................................
    Signature of shareholder


Provision of proxies

9.11 A proxy for a meeting of shareholders must (a) be received at the registered office of the Company
      or at any other place specified, in the notice calling the meeting, for
      the receipt of proxies, at least the number of business days specified in
      the notice, or if no number of days is specified, 2 business days, before
      the day set for the holding of the meeting, or (b) unless the notice provides otherwise, be provided,
      at the meeting, to the chair of the meeting.


Revocation of proxies

9.12 Subject to Article 9.13, every proxy may be
    revoked by an instrument in writing that is (a) received at the registered office of the Company at
      any time up to and including the last business day before the day set for
      the holding of the meeting at which the proxy is to be used, or (b) provided at the meeting to the chair of the meeting.


Revocation of proxies must be signed

9.13 An instrument referred to in Article 9.12 must
    be signed as follows: (a) if the shareholder for whom the proxy holder is appointed
      is an individual, the instrument must be signed by the shareholder or his
      or her trustee;


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(b) if the shareholder for whom the proxy holder is appointed
      is a corporation, the instrument must be signed by the corporation or by
      a representative appointed for the corporation under Article 9.5.


Validity of proxy votes

9.14 A vote given in accordance with the terms of
    a proxy is valid despite the death or incapacity of the shareholder giving
    the proxy and despite the revocation of the proxy or the revocation of the
    authority under which the proxy is given, unless notice in writing of that
    death, incapacity or revocation is received (a) at the registered office of the Company, at any time
      up to and including the last business day before the day set for the holding
      of the meeting at which the proxy is to be used, or (b) by the chair of the meeting, before the vote is taken.


Production of evidence of authority to vote

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


Part 10  Election and Removal of Directors

Number of directors

10.1 The Company must have a board of directors consisting
    of (a) subject to paragraph (b), the number of directors
      that is equal to the number of the Company's first directors, or (b) the number of directors set by ordinary resolution
      of the shareholders.


Change in number of directors

10.2 If the number of directors is changed by the
    shareholders under Article 10.1 (b), (a) the change is effective whether or not previous notice
      of the resolution was given, and


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(b) the shareholders may elect, or appoint by ordinary
      resolution, the directors needed to fill any vacancies in the board of directors
      that result from that change.


Election of directors

10.3 At every annual general meeting, (a) the shareholders entitled to vote at the annual general
      meeting for the election or appointment of directors must elect a board
      of directors consisting of the number of directors for the time being required
      under these articles, and (b) all the directors cease to hold office immediately
      before the election or appointment of directors under paragraph (a), but
      are eligible for re-election or reappointment.


Failure to elect or appoint directors

10.4 If the Company fails to hold an annual general
    meeting in accordance with the Business Corporations Act or fails,
    at an annual general meeting, to elect or appoint any directors, the directors
    then in office continue to hold office until the earlier of (a) the date on which the failure is remedied, and (b) the date on which they otherwise cease to hold office
      under the Business Corporations Act or these articles.


Additional directors

10.5 Despite Articles 10.1 and 10.2, the directors
    may appoint one or more additional directors, but the number of additional
    directors appointed under this Article must not at any time exceed (a) 1/3 of the number of first directors, if, at the time
      of the appointments, one or more of the first directors have not yet completed
      their first term of office, or (b) in any other case, 1/3 of the number of the current
      directors who were elected or appointed as directors other than under this
      Article.


Directors' acts valid despite vacancy

10.6 An act or proceeding of the directors is not
    invalid merely because fewer than the number of directors required by Article
    10.1 are in office.


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Part 11  Proceedings of Directors

Meetings of directors

11.1 The directors may meet together for the conduct
    of business, adjourn and otherwise regulate their meetings as they think fit,
    and meetings of the board held at regular intervals may be held at the place,
    at the time and on the notice, if any, that the board may by resolution from
    time to time determine.


Chair of meetings

11.2 Meetings of directors are to be chaired by (a) the chair of the board, if any, (b) in the absence of the chair of the board, the president,
      if any, if the president is a director, or (c) any other director chosen by the directors if (i) neither the chair of the board nor the president,
        if a director, is present at the meeting within 15 minutes after the time
        set for holding the meeting, (ii) neither the chair of the board nor the president,
        if a director, is willing to chair the meeting, or (iii) the chair of the board and the president, if a
        director, have advised the secretary, if any, or any other director, that
        they will not be present at the meeting.


Voting at meetings

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


Who may call extraordinary meetings

11.4 A director may, and the secretary, if any, on
    request of a director must, call a meeting of the board at any time.


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Notice of extraordinary meetings

11.5 Subject to Articles 11.6 and 11.7, if a meeting
    of the board is called under Article 11.4, reasonable notice of that meeting,
    specifying the place, date and time of that meeting, must be given to each
    of the directors (a) by mail addressed to the director's address as it
      appears on the books of the Company or to any other address provided to
      the Company by the director for this purpose, (b) by leaving it at the director's prescribed address
      or at any other address provided to the Company by the director for this
      purpose, or (c) orally, by delivery of written notice or by telephone,
      voice mail, e-mail, fax or any other method of legibly transmitting messages.


When notice not required

11.6 It is not necessary to give notice of a meeting
    of the directors to a director if (a) the meeting is to be held immediately following a
      meeting of shareholders at which that director was elected or appointed
      or is the meeting of the directors at which that director is appointed,
      or (b) the director has filed a waiver under Article 11.8.


Meeting valid despite failure to give notice

11.7 The accidental omission to give notice of any
    meeting of directors to any director, or the non-receipt of any notice by
    any director, does not invalidate any proceedings at that meeting.


Waiver of notice of meetings

11.8 Any director may file with the Company a document
    signed by the director waiving notice of any past, present or future meeting
    of the directors and may at any time withdraw that waiver with respect to
    meetings of the directors held after that withdrawal.


Effect of waiver

11.9 After a director files a waiver under Article
    11.8 with respect to future meetings of the directors, and until that waiver
    is withdrawn, notice of any meeting of the


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directors need not be given to that director unless the
    director otherwise requires in writing to the Company.


Quorum

11.10 The quorum necessary for the transaction of
    the business of the directors may be set by the directors and, if not so set,
    is a majority of the directors.


If only one director

11.11 If there is only one director, the quorum necessary
    for the transaction of the business of the directors is one director, and
    that director may constitute a meeting.


Part 12  Committees of Directors

Appointment of committees

12.1 The directors may, by resolution, (a) appoint one or more committees consisting of the director
      or directors that they consider appropriate, (b) delegate to a committee appointed under paragraph
      (a) any of the directors' powers, except (i) the power to fill vacancies in the board, (ii) the power to change the membership of, or fill
        vacancies in, any committee of the board, and (iii) the power to appoint or remove officers appointed
        by the board, and
 (c) make any delegation referred to in paragraph (b) subject
      to the conditions set out in the resolution.


Obligations of committee

12.2 Any committee formed under Article 12.1, in
    the exercise of the powers delegated to it, must (a) conform to any rules that may from time to time be
      imposed on it by the directors, and


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(b) report every act or thing done in exercise of those
      powers to the earliest meeting of the directors to be held after the act
      or thing has been done.


Powers of board

12.3 The board may, at any time, (a) revoke the authority given to a committee, or override
      a decision made by a committee, except as to acts done before such revocation
      or overriding, (b) terminate the appointment of, or change the membership
      of, a committee, and (c) fill vacancies in a committee.


Committee meetings

12.4 Subject to Article 12.2 (a), (a) the members of a directors' committee may meet and
      adjourn as they think proper, (b) a directors' committee may elect a chair of its meetings
      but, if no chair of the meeting is elected, or if at any meeting the chair
      of the meeting is not present within 15 minutes after the time set for holding
      the meeting, the directors present who are members of the committee may
      choose one of their number to chair the meeting, (c) a majority of the members of a directors' committee
      constitutes a quorum of the committee, and (d) questions arising at any meeting of a directors' committee
      are determined by a majority of votes of the members present, and in case
      of an equality of votes, the chair of the meeting has no second or casting
      vote.


Part 13  Officers

Appointment of officers

13.1 The board may, from time to time, appoint a
    president, secretary or any other officers that it considers necessary, and
    none of the individuals appointed as officers need be a member of the board.


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Functions, duties and powers of officers

13.2 The board may, for each officer, (a) determine the functions and duties the officer is
      to perform, (b) entrust to and confer on the officer any of the powers
      exercisable by the directors on such terms and conditions and with such
      restrictions as the directors think fit, and (c) from time to time revoke, withdraw, alter or vary
      all or any of the functions, duties and powers of the officer.


Remuneration

13.3 All appointments of officers are to be made
    on the terms and conditions and at the remuneration (whether by way of salary,
    fee, commission, participation in profits or otherwise) that the board thinks
    fit and are subject to termination at the pleasure of the board.


Part 14  Disclosure of Interest of Directors

Other office of director

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


No disqualification

14.2 No director or intended director is disqualified
    by his or her office from contracting with the Company either with regard
    to the holding of any office or place of profit the director holds with the
    Company or as vendor, purchaser or otherwise.


Professional services by director or officer

14.3 Subject to compliance with the provisions of
    the Business Corporations Act, a director or officer of the Company,
    or any corporation or firm in which that individual has an interest, may act
    in a professional capacity for the Company, except as auditor of the Company,
    and the director or officer or such corporation or


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


Accountability

14.4 A director or officer may be or become a director,
    officer or employee of, or may otherwise be or become interested in, any corporation,
    firm or entity in which the Company may be interested as a shareholder or
    otherwise, and, subject to compliance with the provisions of the Business
    Corporations Act, the director or officer is not accountable to the Company
    for any remuneration or other benefits received by him or her as director,
    officer or employee of, or from his or her interest in, such other corporation,
    firm or entity.


Part 15  Indemnification

Indemnification of directors

15.1 The directors must cause the Company to indemnify
    its directors and former directors, and their respective heirs and personal
    or other legal representatives to the greatest extent permitted by Division
    5 of Part 5 of the Business Corporations Act.


Deemed contract

15.2 Each director is deemed to have contracted with
    the Company on the terms of the indemnity referred to in Article 15.1.


Part 16  Dividends

Declaration of dividends

16.1 Subject to the rights, if any, of shareholders
    holding shares with special rights as to dividends, the directors may from
    time to time declare and authorize payment of any dividends the directors
    consider appropriate.


No notice required

16.2 The directors need not give notice to any shareholder
    of any declaration under Article 16.1.


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Directors may determine when dividend payable

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


Dividends to be paid in accordance with number of shares

16.4 Subject to the rights of shareholders, if any,
    holding shares with special rights as to dividends, all dividends on shares
    of any class or series of shares must be declared and paid according to the
    number of such shares held.


Manner of paying dividend

16.5 A resolution declaring a dividend may direct
    payment of the dividend wholly or partly by the distribution of specific assets
    or of paid up shares or fractional shares, bonds, debentures or other debt
    obligations of the Company, or in any one or more of those ways, and, if any
    difficulty arises in regard to the distribution, the directors may settle
    the difficulty as they consider expedient, and, in particular, may set the
    value for distribution of specific assets.


Dividend bears no interest

16.6 No dividend bears interest against the Company.


Fractional dividends

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


Payment of dividends

16.8 Any dividend or other distribution payable in
    cash in respect of shares may be paid by cheque, made payable to the order
    of the person to whom it is sent, and mailed (a) subject to paragraphs (b) and (c), to the address
      of the shareholder, (b) subject to paragraph (c), in the case of joint shareholders,
      to the address of the joint shareholder whose name stands first on the central
      securities register in respect of the shares, or


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(c) to the person and to the address as the shareholder
      or joint shareholders may direct in writing.


Receipt by joint shareholders

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


Part 17  Accounting Records

Recording of financial affairs

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


Part 18  Execution of Instruments under Seal

Who may attest seal

18.1 The Company's seal, if any, must not be impressed
    on any record except when that impression is attested by the signature or
    signatures of (a) any 2 directors, (b) any officer, together with any director, (c) if the Company only has one director, that director,
      or (d) any one or more directors or officers or persons as
      may be determined by resolution of the directors.


Sealing copies

18.2 For the purpose of certifying under seal a true
    copy of any resolution or other document, the seal must be impressed on that
    copy and, despite Article 18.1, may be attested by the signature of any director
    or officer.


Part 19  Notices

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Notice to joint shareholders

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


Notice to trustees

19.2 If a person becomes entitled to a share as a
    result of the death, bankruptcy or incapacity of a shareholder, the Company
    may provide a notice, statement, report or other record to that person by (a) mailing the record, addressed to that person (i) by name, by the title of representative of the deceased
        or incapacitated shareholder, by the title of trustee of the bankrupt
        shareholder or by any similar description, and (ii) at the address, if any, supplied to the Company
        for that purpose by the person claiming to be so entitled, or
 (b) if an address referred to in paragraph (a) (ii) has
      not been supplied to the Company, by giving the notice in a manner in which
      it might have been given if the death, bankruptcy or incapacity had not
      occurred.


Part 20  Restriction on Share Transfer

Application

20.1 Article 20.2 does not apply to the Company if and for so long
    as it is a public company or a pre-existing reporting company.


Consent required for transfer

20.2 No shares may be sold, transferred or otherwise
    disposed of without the consent of the directors and the directors are not
    required to give any reason for refusing to consent to any such sale, transfer
    or other disposition.


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