---

Incorporation #666937

AMENDED AND RESTATED ARTICLES OF

VICEROY EXPLORATION LTD.

Amended Pursuant to Shareholders' Resolution
  Passed April 29, 2004

|PART                                                                | PAGE
|------------------------------------------------------------------- | ----
|                                                                    |     
|INTERPRETATION                                                      | 1   
|                                                                    |     
|SHARES AND SHARE CERTIFICATES                                       | 1   
|                                                                    |     
|ISSUE OF SHARES                                                     | 3   
|                                                                    |     
|SHARE REGISTERS                                                     | 3   
|                                                                    |     
|TRANSFER AND TRANSMISSION OF SHARES                                 | 4   
|                                                                    |     
|ALTERATION OF CAPITAL                                               | 5   
|                                                                    |     
|PURCHASE AND REDEMPTION OF SHARES                                   | 6   
|                                                                    |     
|BORROWING POWERS                                                    | 7   
|                                                                    |     
|GENERAL MEETINGS                                                    | 7   
|                                                                    |     
|PROCEEDINGS AT GENERAL MEETINGS                                     | 9   
|                                                                    |     
|VOTES OF SHAREHOLDERS                                               | 10  
|                                                                    |     
|DIRECTORS                                                           | 13  
|                                                                    |     
|ELECTION AND REMOVAL OF DIRECTORS                                   | 13  
|                                                                    |     
|POWERS AND DUTIES OF DIRECTORS                                      | 15  
|                                                                    |     
|DISCLOSURE OF INTEREST OF DIRECTORS                                 | 16  
|                                                                    |     
|PROCEEDINGS OF DIRECTORS                                            | 17  
|                                                                    |     
|EXECUTIVE AND OTHER COMMITTEES                                      | 18  
|                                                                    |     
|OFFICERS                                                            | 19  
|                                                                    |     
|INDEMNITY AND PROTECTION OF DIRECTORS,
      OFFICERS AND EMPLOYEES | 19  
|                                                                    |     
|DIVIDENDS AND RESERVE                                               | 20  
|                                                                    |     
|DOCUMENTS, RECORDS AND REPORTS                                      | 21  
|                                                                    |     
|NOTICES                                                             | 22  
|                                                                    |     
|RECORD DATES                                                        | 23  
|                                                                    |     
|SEAL                                                                | 23  
|                                                                    |     
|PROHIBITIONS                                                        | 24  
|                                                                    |     
|SPECIAL RIGHTS AND RESTRICTIONS                                     | 24  

---

PROVINCE OF BRITISH COLUMBIA

BUSINESS CORPORATIONS ACT

ARTICLES OF

VICEROY EXPLORATION LTD.

PART I

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.                                                                                                     
|   
|    | "Business Corporations Act" means the Business Corporations
        Act of the Province of British Columbia as from time to time enacted and
        all amendments thereto and includes the regulations made pursuant thereto.   
|   
|    | "seal" means the common seal of the Company.                                                                                                                                                                                      
|   
|    | "month" means calendar month.                                                                                                                                                                                                     
|   
|    | "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 shareholders in respect of such
        share.
|   
|    | 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.                                  
|   
|1.2 | The meaning of any words or phrases defined in the
        Business Corporations 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 shareholder 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
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 2 -

|    | 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 shareholder entitled thereto,
        and neither the Company nor any transfer agent shall be liable for any
        loss occasioned to the shareholder owing to any such share certificate
        so sent being lost in the mail or stolen.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|2.2 | If a share certificate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    | Such sum as the Directors may from time
        to time prescribe shall be paid to the Company for each certificate to
        be issued under this Article.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|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.                                                                                                                                                                          

---

- 3 -

PART 3

ISSUE OF SHARES

|3.1 | Subject to Article 3.2 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, or grant options on, issue warrants for or otherwise
        deal in, shares authorized but not outstanding 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 | [ARTICLE 3.2 DELETED PURSUANT TO SHAREHOLDERS'
        RESOLUTION PASSED APRIL 29, 2004]3.3Subject to the provisions
        of the Business Corporations 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 twenty-five 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 Article shall be the value
        determined by the Directors by resolution to be, in all circumstances
        of the transaction, the fair market value thereof.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

PART 4

SHARE REGISTERS

|4.1 | The Company shall keep or cause to be kept within
        British Columbia, a register of shareholders, a register of transfers
        and a register of allotments, all as required by the Business Corporations
        Act, and may combine one or more of such registers. If the Company's capital
        shall consist of more than one class of shares, a separate register of
        shareholders, register of transfers and register of allotments may be
        kept in respect of each class of shares. The Directors, on behalf of the
        Company, may appoint a trust company to keep the register of shareholders,
        register of transfers and register of allotments or, if there is more
        than one class of shares, the Directors may appoint a trust company, which
        need not be the same trust company, to keep the register of shareholders,
        the register of transfers and the register of allotments for each class
        of shares. 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 thereof, as transfer agent for its
        shares or such class 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 -

|4.2 | Unless prohibited by the Business Corporations Act,
        the Company may keep or cause to be kept one or more branch registers
        of shareholders at such place or places, either within or outside British
        Columbia, as the Directors may from time to time determine.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|4.3 | The Company shall not at any time close its register
        of shareholders.                                                                                                                                                                                                          

PART 5

TRANSFER AND TRANSMISSION OF SHARES

|5.1 | Subject to the provisions of the Notice of Articles
        and of these Articles that may be applicable, any shareholder may transfer
        any of his shares by instrument in writing executed by or on behalf of
        such shareholder and delivered to the Company or its transfer agent. 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 Business Corporations Act may otherwise provide, the transferor
        shall be deemed to remain the holder of the shares until the name of the
        transferee is entered in the register of shareholders or a branch register
        of shareholders 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 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 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 registrar
        may require to prove the title of the transferor or his right to transfer
        the shares and the right to 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 registrar and any instrument
        of transfer where the transfer is not registered shall be returned to                                                                                                                                                                                                                                                                                                                                                                                                               

---

- 5 -

|    | 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 shareholder, 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 obtain a grant of probate or letters
        of administration in British Columbia.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|5.7 | Upon the death or bankruptcy of a shareholder, his
        personal representative or trustee in bankruptcy, although not a shareholder,
        shall have the same rights, privileges and obligations that attach to
        the shares formerly held by the deceased or bankrupt shareholder if the
        documents required by the Business Corporations Act shall have been deposited
        at the Company's registered office.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|5.8 | Any person becoming entitled to a share in consequence
        of the death or bankruptcy of a shareholder shall, upon such documents
        and evidence being produced to the Company as the Business Corporations
        Act requires, or who becomes entitled to a share as a result of an order
        of a Court of competent jurisdiction or a statute, has the right either
        to be registered as a shareholder in his representative capacity in respect
        of such share, or, if he is a personal representative, instead of being
        registered himself, to make such transfer of the share as the deceased
        or bankrupt person could have made; but the Directors shall, as regards
        a transfer by a personal representative or trustee in bankruptcy, have
        the same right, if any, to decline or suspend registration of a transferee
        as they would have in the case of a transfer of a share by the deceased
        or bankrupt person before the death or bankruptcy.

PART 6

ALTERATION OF CAPITAL

|6.1 | The Company may, by ordinary resolution
        filed with the Registrar, amend its Notice of Articles to increase the
        authorized capital of the Company by:                                                                                                                                                                                                                                                                                                                                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|6.2 | The Company may, by special resolution,
        alter its Notice of Articles 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 shareholders holding a class of shares which is the subject of or affected
        by such alteration, as the Business Corporations Act provides.

---

- 6 -

|6.3 | The Company
        may alter its Notice of Articles or these Articles:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 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 shareholders holding shares of each class
        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 meeting of the holders of the shares of each such
        class by a majority of two-thirds, or such greater majority as
        may be specified by the special rights attached to the class of shares,
        of the issued shares of such class.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|6.4 | Notwithstanding
        such consent in writing or such resolution, no such alteration shall be
        valid as to any part of the issued shares of any class unless the holders
        of the rest of the issued shares of such class either all consent thereto
        in writing or consent thereto by a resolution passed by the votes of shareholders
        holding two-thirdsof the rest of such shares.                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|6.5 | [ARTICLE
        6.5 DELETED PURSUANT TO SHAREHOLDERS' RESOLUTION PASSED APRIL
        29, 2004]6.6Unless these Articles 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 meeting of shareholders
        holding a particular class of shares but the quorum at a class 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 Business Corporations 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. No such purchase or redemption
        shall be made if the Company is insolvent at the time of the proposed
        purchase or redemption or if the proposed purchase or redemption would
        render the Company insolvent. Unless otherwise permitted under the Business
        Corporations Act, the Company shall make its offer to purchase pro rata
        to every shareholder who holds shares of the class or kind, 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, the Directors may, subject
        to the special rights and restrictions attached to such class of shares,
        decide the manner in which the shares to be redeemed shall be selected.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|7.3 | Subject to the provisions of the Business Corporations
        Act, any shares purchased or redeemed by the Company may be sold or issued
        by it, but, while such shares 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

---

- 7 -

PART 8

BORROWING POWERS

|8.1 | The Directors may from time to time on behalf of the Company:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|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 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 | [ARTICLE 8.3 DELETED PURSUANT TO SHAREHOLDERS' RESOLUTION
      PASSED APRIL 29, 2004]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   

|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 agent 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 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 any 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 | 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 the Business
        Corporations Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

PART 9

GENERAL MEETINGS

|9.1 | Subject to any extensions of time permitted pursuant
        to the Business Corporations Act, the first annual general meeting of
        the Company shall be held within eighteenmonths from the date
        of recognition under the Business Corporations Actand thereafter
        an annual general meeting shall be held once in every calendar year at
        such time (not being more than fifteenmonths after the annual
        reference date for the preceding calendar year) and place as may
        be determined by the Directors.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 8 -

|9.2 | If the Company is, or becomes, a company
        which is not a reporting company and all the shareholders 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 special general
        meetings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|9.4 | The Directors may, whenever they think
        fit, convene an special general meeting. An special general meeting, if
        requisitioned in accordance with the Business Corporations Act, shall
        be convened by the Directors or, if not convened by the Directors, may
        be convened by the requisitionists as provided in the Business Corporations
        Act.                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|9.5 | A general meeting of the Company may be
        held at a location outside British Columbia if that location is:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    | notice convening a general meeting specifying
        the place, the day and the hour of the meeting and, in the case of special
        business, the general nature of that business, shall be given as provided
        in the Business Corporations 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 shareholder
        shall not invalidate the proceedings at that meeting.
|   
|9.7 | All the shareholders 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 or, if they are present at the
        meeting, by a unanimous vote, 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 Business
        Corporations 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 shareholders at the registered office or records
        office of the Company or at some other place in British Columbia designated
        in the notice during usual business hours up to the date of such general
        meeting.                                             

---

- 9 -

PART 10

PROCEEDINGS AT GENERAL MEETINGS

|10.1 | All business shall be deemed special business
        which is transacted at                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|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 shareholders, 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
        shall be one shareholderor proxyholderpresent. If there
        is only one shareholder, the quorum is one person present and being, or
        representing by proxy, such shareholder. 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 is a shareholder 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 upon the requisition of shareholders, shall be dissolved.
        In any other case, it shall stand adjourned to the same day in the next
        week, at the same time and place, and, if at the adjourned meeting a quorum
        is not present within half an hour from the time appointed for the meeting,
        the person or persons present and being, or representing by proxy, a shareholder
        or shareholders entitled to attend and vote at the meeting shall be a
        quorum.                               
|    
|10.5 | The Chairman of the Board, if any, or
        in his absence the President of the Company 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 the President is present within fifteen minutes
        after the time appointed for holding the meeting or is willing to serve
        as Chairman, the shareholders present shall choose a 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. 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 -

|10.8  | No motion proposed at a general meeting need be
        seconded and the Chairman may propose or second a motion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|10.9  | Subject to the provisions of the Business Corporations
        Act, at any general meeting a resolution put to the vote of the meeting
        shall be decided on a show of hands unless (before or on the decla- ration
        of the result of the show of hands) a poll is directed by the Chairman
        or demanded by at least one shareholder 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 minute book 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 minute book
        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 beentitled 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     
|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 Business
        Corporations 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 Business Corporations Act, the Notice
        of Articles or these Articles otherwise provide, any action to be taken
        by a resolution of the shareholders may be taken by an ordinary resolution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

PART 11

VOTES OF SHAREHOLDERS

|11.1 | Subject to any special voting rights or restrictions
        attached to any class of shares and the restrictions on joint registered
        holders of shares, on a show of hands every shareholder who is present
        in person and entitled to vote thereat shall have one vote and on a poll
        every shareholder
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 11 -

|     | 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
        shareholder 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 shareholder;
        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 shareholder of the Company may by resolution of its directors
        or other governing body authorize such person as it thinks fit to act
        as its representative at any 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 shareholder
        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 be counted for the purpose of forming a quorum
        if 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 which is a shareholder may appoint a proxyholder.
|    
|11.4 | In the case of joint registered holders
        of a share, 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
        shareholders. Several legal personal representatives of a deceased shareholder
        whose shares are registered in his sole name shall for the purpose of
        this Article be deemed joint registered holders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|11.5 | A shareholder of unsound mind entitled
        to attend and vote, in respect of whom an order has been made by any court
        having jurisdiction, may vote, whether on a show of hands or on a poll,
        by his committee, curator bonis or other person in the nature of a committee
        or curator bonis appointed by that court, and any such committee, curator
        bonis or other person may appoint a proxyholder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|11.6 | A shareholder holding more than one share
        in respect of which he is entitled to vote shall be entitled to appoint
        one or more (but not more than five) proxyholders to attend, act and vote
        for him on the same occasion. If such a shareholder should appoint more
        than one proxyholder for the same occasion, he shall specify the number
        of shares each proxyholder shall be entitled to vote. A shareholder 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 shareholder of the Company if:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

---

- 12 -

| | (iii) | the Company shall have, at the time, only one shareholder,
        or                                                                                                                                                                                                              
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (iv)  | 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 shareholder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|11.8 | A proxy and any power of attorney or other authority
        under which it is signed or a notarially certified copy of the power or
        authority shall be deposited at the place specified for that purpose in
        the notice of meeting or, in the documents mailed to the shareholders
        with the notice of meeting or, if no place is so specified, at the registered
        office of the Company before the time for holding the meeting at which
        the person named in the proxy proposes to vote or such earlier time as
        the Directors may determine. In default, the proxy will not be treated
        as valid.                                                                                           
|    
|11.9 | Unless the Business Corporations Act or any other
        statute or law which is applicable to the Company or to any class 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:                                                                                                                                                                                                                                                                                                                                             
|    
|     | "The undersigned shareholder of ________________________
        (hereinafter called the "Company") hereby appoints ________________________
        or failing him, ________________________ or failing either of them, as
        the proxyholder for and on behalf of the undersigned to attend, act and
        vote for and on behalf of the undersigned at the general meeting of the
        shareholders of the Company to be held on _______________________ and
        at any adjournments thereof, to the same extent and with the same powers
        as if the undersigned were present at the said meeting, or any adjournment
        thereof, and the persons named are specifically directed to vote as indicated
        below:
|    
|     | Dated:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| |  | "Signature of Shareholder"
| |  | --------------------------

|11.10 | A vote given in accordance with the terms
        of a proxy is valid, notwithstanding the previous death or incapacity
        of the shareholder 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 or shares 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.
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|11.1  | Every proxy may be revoked by an instrument
        in writing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     
|      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     
|      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---

- 13 -

| |                                         | 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.

PART 12

DIRECTORS

|12.  | The subscribers to the Notice of Articles 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 Notice
        of Articles or at a meeting of the subscribers, or if not so appointed,
        they shall be elected by the shareholders 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 shareholders. 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
        dependents 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 asqualification for his office but
        shall be qualified as required by the Business Corporations 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 shareholders entitled to vote thereat
        shall elect a Board of Directors. 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 shareholders
        who are entitled to attend and vote
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 14 -

|     | thereat, such annual general meeting shall
        be deemed for the purpose of this Part to have been held on such written
        consent becoming effective.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|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 Business Corporations 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 Directors may be requested by the newly-elected
        Directors, and they 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
        or at such number as fixed by resolution at a general meeting.                                                                                                                                                                                                                                                                                                 
|    
|13.5 | Any casual vacancy occurring in the Board
        of Directors may be filled by resolution of the remaining Directors or
        Director.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|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. 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, and, if he is a Director, to have a separate
        vote on behalf of the Director he is representing in addition to his own
        vote. 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. The remuneration
        payable to such an alternate shall be payable out of the remuneration
        of the Director appointing him.
|    
|13.8 | The office of Director shall be vacated
        if the Director:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

---

- 15 -

| | (ii)  | is convicted of an indictable offence and the other
        Directors shall have resolved to remove him; or
| | ----- | -----------------------------------------------------------------------------------------------------------
|
| | (iii) | ceases to be qualified to act as a Director pursuant
        to the Business Corporations 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 Business
        Corporations Act or by the Notice of Articles 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, which 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 shareholders of the Company
        or in favour of any corporation, or of any of the shareholders, 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 subdelegate
        all or any of the powers, authorities and discretions for the time being
        vested in him.
|    
|14.3 | The Directors shall have the power by ordinary resolution
        to approve a change of name of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

---

- 16 -

PART 15

DISCLOSURE OF INTEREST OF DIRECTORS

|15.1 | A Director who is, in any way, directly
        or indirectly interested in an existing or 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 Business Corporations
        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 Business Corporations Act, the foregoing
        prohibitions shall not apply to                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|     | 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 Business Corporations 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 Business Corporations
        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.
|    
|15.4 | Subject to compliance with the provisions
        of the Business Corporations 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

---

- 17 -

|15.5 | A Director may be or become a director or other
        officer or employee of, or otherwise interested in, any corporation 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, 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 President shall preside as Chairman at every meeting of the Directors.
        If there is no Chairman of the Board or neither the Chairman of the Board
        nor the President is present within 15 minutes of the time appointed for
        holding the meeting or is willing to act as Chairman or, if the Chairman
        of the Board, if any, 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 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 Board or of any committee of the
        Directors may be held by means of conference telephones or other communications
        facilities whereby all Directors participating in the meeting can hear
        each other provided that all such Directors agree to such participation.
        A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|     | Director 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 prepaid, 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 Director
        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.
|    
|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                                                                                                                                                                                                                                                                                        

---

- 18 -

|     | 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 a majority of the 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 Business Corporations
        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 shareholders 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 one or more
        committees consisting of such shareholder or shareholders of their body
        as they think fit and may delegate to any such committee between meetings
        of the Board such powers of the Board (except the power to fill vacancies
        in the Board and the power to change the membership of or fill vacancies
        in any committee of the Board and the power to appoint or remove officers
        appointed by the Board) subject to such conditions as may be prescribed
        in such resolution, and all committees so appointed shall keep regular
        minutes of their transactions and shall cause them to be recorded in books
        kept for that purpose, and shall report the same to the Board of Directors
        at such times as the Board of Directors may from time to time require.
        The Directors shall also have power at any time to revoke or override
        any authority given to or acts to be done by any such committees except
        as to acts done before such revocation or overriding and to terminate
        the appointment or change the membership of a committee and to fill vacancies
        in it. Committees may make rules for the conduct of their business and
        may appoint such assistants as they may deem necessary. A majority of
        the shareholders of a committee shall constitute a quorum thereof.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 19 -

|17.2 | Any committee may meet and adjourn as it thinks
        proper. Questions arising at any meeting shall be determined by a majority
        of votes of the shareholders 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 shareholders 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 Business Corporations 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 shareholder. 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 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 Business Corporations 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 Business Corporations
        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
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 20 -

|     | 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. 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 Business Corporations
        Act, the Directors shallcause the Company to indemnify any officer,
        and may cause the Company to indemnify anyemployee 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. Each officer of the Company
        shall on being appointed be deemed to have contracted with the Company
        on the terms of the foregoing indemnity.
|    
|19.3 | The failure of a Director or officer of the Company
        to comply with the provisions of the Business Corporations Act or of the
        Notice of Articles 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, 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 shareholder. 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 shareholders are entitled
        shall be made to any shareholders on the basis of other 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 by
        the Directors may be made payable on such date as is fixed by the Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

---

- 21 -

|20.3 | Subject to the rights of shareholders, if any, holding
        shares with special rights as to dividends, all dividends on shares of
        any class 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.                                                                                                                                                           
|    
|20.5 | If several persons are registered as joint holders
        of any share, any one of them may give 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 shareholder 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 in 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 or
        at such other place as the Business Corporations Act may permit, the documents,
        copies, registers, minutes and records which the Company is required by
        the Business Corporations Act to keep at its records office or such other
        place, as the case may be.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|21.2 | The Company shall keep or cause to be kept proper
        books of account and accounting records in respect of all financial and
        other transactions of the Company in order to properly record the financial
        affairs and conditions of the Company and to comply with the Business
        Corporations Act.               

---

- 22 -

|21.3 | Unless the Directors determine otherwise, or unless
        otherwise determined by an ordinary resolution, no shareholder 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 Business
        Corporations Act.                                                                        
|    
|21.5 | Every shareholder shall be entitled, without charge,
        to a copy of the latest annual financial statement of the Company and,
        if so required by the Business Corporations Act, a copy of each such annual
        financial statement and interim financial statement shall be mailed to
        each shareholder.

PART 22

NOTICES

|22.1 | A notice, statement or report may be given or delivered
        by the Company to any shareholder either by delivery to him personally
        or by sending it by mail to him to his address as recorded in the register
        of shareholders. 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 shareholders 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 shareholder 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 trustee 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 shareholders
        holding a class of shares shall be given in a manner hereinbefore authorized
        to every shareholder holding at the time of the issue of the notice or
        the date fixed for determining the shareholders 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.                                                                                                                                                                                                                                                                                                                                             

---

- 23 -

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 Business
        Corporations Act preceding the date of any meeting of shareholders or
        any class thereof or of the payment of any dividend or of the proposed
        taking of any other proper action requiring the determination of shareholders
        as the record date for the determination of the shareholders 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 shareholders of record on the date so
        fixed shall be deemed to be shareholders for the purposes aforesaid.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|23.2 | Where no record date is so fixed for the determination
        of shareholders 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 22

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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|     | and the said Directors, officers, person
        or persons in whose presence the seal is to be 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 form, on which facsimiles
        of any of the signatures of the Directors or officers of the Company are,
        in accordance with the Business Corporations Act 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, or

---

- 24 -

|     | 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 definite 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 purposes
        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 which shall have on its face
        the name of the province, state, territory or country where it is to be
        used and all of the powers conferred by the Business Corporations Act
        with respect thereto may be exercised by the Directors or by a duly authorized
        agent of the Company.                                                                                                                                         

PART 25

PROHIBITIONS

|25.1 | So long as the Company is a company that
        is not a reporting company, the following prohibitions shall apply:
|---- | --------------------------------------------------------------------------------------------------------------------
|    
|     | (i)                                                                                                                 

PART 26

SPECIAL RIGHTS AND RESTRICTIONS

|26.1 | The First Preferred
        Shares as a class shall have attached thereto the following rights, privileges,
        restrictions and conditions:
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                 
|     | (a)                                                                                                                                             
|    
|     | (b)                                                                                                                                             

---

- 25 -

|     | (c)                                                                                                                                               | Approval by Holders of First Preferred Shares:The approval by the holders of the First Preferred Shares with
        respect to any and all matters referred to herein may, subject to the
        provisions of the Business Corporations Act, be given in writing by the
        holders of all of the First Preferred Shares for the time being outstanding
        or by resolution duly passed and carried by not less than three quarters
        of the votes cast on a poll at a meeting of the holders of the First Preferred
        Shares duly called and held for the purpose of considering the subject
        matter of such resolution and at which meeting holders of not less than
        a majority of all First Preferred Shares then outstanding are present
        in person or represented by proxy; provided, however, that if at any such
        meeting, when originally held, the holders of at least a majority of all
        First Preferred Shares then outstanding are not present in person or represented
        by proxy within 30 minutes after the time fixed for the meeting, then
        the meeting shall be adjourned to such date, being not less than 15 days
        later, and to such time and place, as may be fixed by the chairman of
        such meeting and at such adjourned meeting the holders of First Preferred
        Shares present in person or represented by proxy, whether or not they
        hold a majority of all First Preferred Shares then outstanding, may transact
        the business for which the meeting was originally called, and a resolution
        duly passed and carried by not less than three quarters of the votes cast
        on a poll at such adjourned meeting shall constitute the approval of the
        holders of the First Preferred Shares hereinbefore mentioned. Notice of
        any such original meeting of the holders of the First Preferred Shares
        shall be given not less than 21 days nor more than 50 days prior to the
        date fixed for such meeting and shall specify in general terms the purpose
        for which the meeting is called. No notice of any such adjourned meeting
        need be given unless such meeting is adjourned by one or more adjournments
        for an aggregate of 30 days or more from the date of such original meeting,
        in which latter case notice of the adjourned meeting shall be given in
        the manner prescribed for the original meeting as aforesaid. The formalities
        to be observed with respect to the giving of notice of any such original
        meeting or adjourned meeting and the conduct thereof shall be those from
        time to time prescribed in the Articles of the Company with respect to
        meetings of the shareholders.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|26.2 | The Second Preferred
        Shares as a class shall have attached thereto the following rights, privileges,
        restrictions and conditions:

| | (a) | Issuance in Series:The Second Preferred
        Shares may be issued from time to time in one or more series and the Directors
        may, by resolution, before the issue of any particular series, alter the
        Notice of Articles of the Company to set the number of shares in, and
        determine the designation of the shares of, that series and alter the
        Articles of the Company to create, define and attach special rights and
        restrictions of and to the shares of that series.                                                                                                                                                           
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) | Ranking of Second Preferred Shares:The
        Second Preferred Shares of each series shall, with respect to the payment
        of dividends and the distribution of assets in the event of the liquidation,
        dissolution or winding-up of the Company, whether voluntary or involuntary,
        or any other distribution of the assets of the Company among its shareholders
        for the purpose of winding up its affairs, rank on a parity with the Second
        Preferred Shares of every other series and be entitled to preference over
        the Common Shares and the shares of any other class ranking junior to
        the Second Preferred Shares.

---

- 26 -

| |     | The Second Preferred Shares of any series shall
        also be entitled to such other preferences, not inconsistent with these
        provisions, over the Common `Shares and the shares of any other class
        ranking junior to the Second Preferred Shares as may be fixed in accordance
        with subparagraph 2(a).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (c) | Approval by Holders of Second Preferred Shares:The approval of the holders of the Second Preferred Shares with
        respect to any and all matters referred to herein may, subject to the
        provisions of the Business Corporations Act, be given in writing by the
        holders of all of the Second Preferred Shares for the time being outstanding
        or by resolution duly passed and carried by not less than three quarters
        of the votes cast on a poll at a meeting of the holders of the Second
        Preferred Shares duly called and held for the purpose of considering the
        subject matter of such resolution and at which meeting holders of not
        less than a majority of all Second Preferred Shares then outstanding are
        present in person or represented by proxy; provided, however, that if
        at any such meeting, when originally held, the holders of at least a majority
        of all Second Preferred Shares then outstanding are not present in person
        or represented by proxy within 30 minutes after the time fixed for the
        meeting, then the meeting shall be adjourned to such date, being not less
        than 15 days later, and to such time and place, as may be fixed by the
        chairman of such meeting and at such adjourned meeting the holders of
        Second Preferred Shares present in person or represented by proxy, whether
        or not they hold a majority of all Second Preferred Shares then outstanding,
        may transact the business for which the meeting was originally called,
        and a resolution duly passed and carried by not less than three-quarters
        of the votes cast on a poll at such adjourned meeting shall constitute
        the approval of the holders of the Second Preferred Shares hereinbefore
        mentioned. Notice of any such original meeting of the holders of the Second
        Preferred Shares shall be given not less than 21 days nor more than 50
        days prior to the date fixed for such meeting and shall specify in general
        terms the purpose for which the meeting is called. No notice of any such
        adjourned meeting need be given unless such meeting is adjourned by one
        or more adjournments for an aggregate of 30 days or more from the date
        of such original meeting, in which latter case notice of the adjourned
        meeting shall be given in the manner prescribed for the original meeting
        as aforesaid. The formalities to be observed with respect to the giving
        of notice of any such original meeting or adjourned meeting and the conduct
        thereof shall be those from time to time prescribed in the Articles of
        the Company with respect to meetings of shareholders.

|"Corey M. Dean"                                                                                             | 
|----------------------------------------------------------------------------------------------------------- | 
|COREY M. DEAN 
      10231 St. Johns Court 
      Richmond, British Columbia
      V7E 5S2 
      Solicitor | 

---