MEMORANDUM

                                       AND

                             ARTICLES OF ASSOCIATION

                                       OF

                            ICG HOLDINGS (CANADA) Co.














                        STEWART McKELVEY STIRLING SCALES
                             BARRISTERS & SOLICITORS

                              Halifax, Nova Scotia


<PAGE>


                            MEMORANDUM OF ASSOCIATION

                                       OF

                           ICG HOLDINGS (CANADA) Co.

1.   The name of the Company is ICG Holdings (Canada) Co.

2.   There are no  restrictions on the objects and powers of the Company and the
     Company shall expressly have the following  powers:  

     (1)  to sell or dispose of its undertaking, or a substantial part thereof:

     (2)  to distribute any of its property in specie among its members; and

     (3)  to amalgamate with any company or other body of persons.

3.   The liability of the members is unlimited.

     I, the undersigned,  whose name, address and occupation are subscribed,  am
desirous  of being  formed into a company in  pursuance  of this  Memorandum  of
Association,  and I agree to take the number  and kind of shares in the  capital
stock of the Company written opposite my name.
<TABLE>
<CAPTION>

                         Address                      Occupation                No. and Kind of Shares
Name                     of the Subscriber            of the Subscriber         taken by Subscriber
-----------------------------------------------------------------------------------------------------------
<S>                      <C>                          <C>                       <C>
                         1959 Upper Water Street
/s/ Charles S. Reagh     Suite 800                     Solicitor                1 common share     
                         Halifax, Nova Scotia
-----------------------------------------------------------------------------------------------------------
</TABLE>

      TOTAL SHARES TAKEN: one common share
      Dated this 2nd day of November 1998
                                             /s/ Dawn Cottreau
      Witness to the above signature: -------------------------------------
                                                   Name of Witness

                                              900-195 Upper Water St.,
                                           Halifax, Nova Scotia, B3J 2X2
                                     --------------------------------------
                                                      Address

                                                      Manager
                                     --------------------------------------
                                                     Occupation

<PAGE>


                             ARTICLES OF ASSOCIATION
                                       OF
                            ICG HOLDINGS (CANADA) Co.

                                 INTERPRETATION

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

     (1)  "Act" means the Companies Act (Nova Scotia);

     (2)  "Articles"  means these Articles of Association of the Company and all
          amendments hereto;

     (3)  "Company" means the company named above;

     (4)  "director" means a director of the Company;

     (5)  "Memorandum"  means the  Memorandum of  Association of the Company and
          all amendments thereto;

     (6)  "month" means calendar month;

     (7)  "Office" means the registered office of the Company;

     (8)  "person" includes a body corporate;

     (9)  "proxyholder" includes an alternate proxyholder;

     (10) "Register" means the register of members kept pursuant to the Act, and
          where the context permits includes a branch register of members;

     (11) "Registrar" means the Registrar as defined in the Act;

     (12) "Secretary" includes any person appointed to perform the duties of the
          Secretary temporarily;

     (13) "shareholder"  means  member  as  that  term  is  used  in the  Act in
          connection with an unlimited  company having share capital and as that
          term is used in the Memorandum;

     (14) "special resolution" has the meaning assigned by the Act;

     (15) "in writing" and "written"  includes  printing,  lithography and other
          modes of representing or reproducing words in visible form;

     (16) words  importing  number or gender  include  all  numbers  and genders
          unless the context otherwise requires.


<PAGE>


                                       -2-

2.   The regulations in Table A in the First Schedule to the Act shall not apply
     to the Company.

3.   The  directors may enter into and carry into effect or adopt and carry into
     effect any agreement  made by the promoters of the Company on behalf of the
     Company  and  may  agree  to any  modification  in the  terms  of any  such
     agreement, either before or after its execution.

4.   The  directors  may,  out of the  funds of the  Company,  pay all  expenses
     incurred for the incorporation and organization of the Company.

5.   The Company may commence business on the day following  incorporation or so
     soon thereafter as the directors think fit,  notwithstanding that part only
     of the shares has been allotted.

                                     SHARES

6.   The capital of the company shall consist of 1,000,000 common shares without
     nominal  or par value,  with the power to divide the shares in the  capital
     for  the  time  being  into  classes  or  series  and  to  attach   thereto
     respectively  any preferred,  deferred or qualified  rights,  privileges or
     conditions,   including   restrictions   on  voting  rights  and  including
     redemption,  purchase  and  other  acquisition  of  such  shares,  subject,
     however, to the provisions of the Act.

7.   The directors  shall control the shares and,  subject to the  provisions of
     these  Articles,  may allot or otherwise  dispose of them to such person at
     such  times,  on such terms and  conditions  and,  if the shares have a par
     value, either at a premium or at par, as they think fit.

8.   The directors  may pay on behalf of the Company a reasonable  commission to
     any  person in  consideration  of  subscribing  or  agreeing  to  subscribe
     (whether  absolutely or  conditionally)  for any shares in the Company,  or
     procuring  or  agreeing  to  procure  subscriptions  (whether  absolute  or
     conditional)  for any  shares  in the  Company.  Subject  to the  Act,  the
     commission may be paid or satisfied in shares of the Company.

9.   On the issue of shares the Company may  arrange  among the holders  thereof
     differences in the calls to be paid and in the times for their payment.

10.  If the  whole or part of the  allotment  price  of any  shares  is,  by the
     conditions  of  their  allotment,  payable  in  installments,   every  such
     installment shall, when due, be payable to the Company by the person who is
     at such time the registered holder of the shares.

11.  Shares may be registered in the names of joint holders not exceeding  three
     in number.

12.  Joint  holders of a share  shall be jointly  and  severally  liable for the
     payment of all  installments and calls due in respect of such share. On the
     death of one or more joint  holders of shares the  survivor or survivors of
     them shall alone be recognized by the Company as the  registered  holder or
     holders of the shares.

<PAGE>
  
                                       -3-

13.  Save as herein  otherwise  provided,  the Company may treat the  registered
     holder of any share as the absolute  owner  thereof and  accordingly  shall
     not, except as ordered by a court of competent  jurisdiction or required by
     statute,  be bound to recognize any equitable or other claim to or interest
     in such share on the part of any other person.

14.  The Company is a private company, and:

     (1)  no transfer of any share or  prescribed  security of the Company shall
          be effective unless or until approved by the directors;

     (2)  the number of holders of issued and outstanding  prescribed securities
          or  shares  of  the  Company,  exclusive  of  persons  who  are in the
          employment of the Company or in the  employment of an affiliate of the
          Company and  exclusive  of persons  who,  having been  formerly in the
          employment  of the Company or the  employment  of an  affiliate of the
          Company,  were,  while in that  employment,  and have continued  after
          termination  of  that  employment,  to own  at  least  one  prescribed
          security or share of the Company,  shall not exceed 50 in number,  two
          or more persons or companies  who are the joint  registered  owners of
          one or more  prescribed  securities  or shares  being  counted  as one
          holder; and

     (3)  the Company  shall not invite the public to  subscribe  for any of its
          securities.

     In this  Article,  "private  company"  and  "securities"  have the meanings
     ascribed  to  those  terms  in  the  Securities  Act  (Nova  Scotia),   and
     "prescribed  security"  means any of the securities  prescribed by the Nova
     Scotia  Securities  Commission  from  time to time for the  purpose  of the
     definition of "private company" in the Securities Act (Nova Scotia).

                                  CERTIFICATES

15.  Certificates of title to shares shall comply with the Act and may otherwise
     be in such form as the  directors may from time to time  determine.  Unless
     the directors  otherwise  determine,  every  certificate of title to shares
     shall be  signed  manually  by at  least  one of the  Chairman,  President,
     Secretary,  Treasurer, a vice-president,  an assistant secretary, any other
     officer of the Company or any director of the Company or by or on behalf of
     a share registrar  transfer agent or branch transfer agent appointed by the
     Company or by any other  person  whom the  directors  may  designate.  When
     signatures of more than one person appear on a certificate  all but one may
     be printed or otherwise mechanically reproduced. All such certificates when
     signed as provided  in this  Article  shall be valid and  binding  upon the
     Company.  If a certificate  contains a printed or  mechanically  reproduced
     signature   of  a  person,   the   Company   may  issue  the   certificate,
     notwithstanding  that the person has ceased to be a director  or an officer
     of the  Company  and the  certificate  is as valid as if such person were a
     director or an officer at the date of its issue.

<PAGE>


                                       -4-

16.  Except as the directors may  determine,  each  shareholder's  shares may be
     evidenced  by any number of  certificates  so long as the  aggregate of the
     shares  stipulated in such certificate  equals the aggregate  registered in
     the name of the shareholder.

17.  Where  shares  are  registered  in the  names of two or more  persons,  the
     Company  shall not be bound to issue  more than one  certificate  or set of
     certificates,  and  such  certificate  or  set  of  certificates  shall  be
     delivered to the person first named on the Register.

18.  Any  certificate  that has become worn,  damaged or defaced  may,  upon its
     surrender to the directors, be cancelled and replaced by a new certificate.
     Any certificate  that has become lost or destroyed may be replaced by a new
     certificate  upon proof of such loss or destruction to the  satisfaction of
     the directors and the  furnishing  to the Company of such  undertakings  of
     indemnity as the directors deem adequate.

19.  The sum of one dollar or such other sum as the directors  from time to time
     determine shall be paid to the Company for every certificate other than the
     first certificate issued to any holder in respect of any share or shares.

20.  The directors may cause one or more branch  Registers of shareholders to be
     kept in any place or places, whether inside or outside of Nova Scotia.

                                      CALLS

21.  The directors may make such calls upon the  shareholders  in respect of all
     amounts unpaid on the shares held by them respectively and not made payable
     at fixed times by the  conditions on which such shares were  allotted,  and
     each  shareholder  shall pay the amount of every call so made to the person
     and at the times and places appointed by the directors.  A call may be made
     payable by installments.

22.  A call shall be deemed to have been made at the time when the resolution of
     the directors authorizing such call was passed.

23.  At least 14 days' notice of any call shall be given,  and such notice shall
     specify  the time and place at which and the person to whom such call shall
     be paid.

24.  If the sum payable in respect of any call or  installment is not paid on or
     before the day appointed for the payment  thereof,  the holder for the time
     being  of the  share in  respect  of  which  the call has been  made or the
     installment  is due shall pay interest on such call or  installment  at the
     rate of 9% per year or such other rate of  interest  as the  directors  may
     determine from the day appointed for the payment  thereof up to the time of
     actual payment.

25.  At the trial or hearing of any  action for the  recovery  of any amount due
     for any call, it shall sufficient to prove that the name of the shareholder
     sued is entered on the  Register as the holder or one of the holders of the
     share or shares in respect of which such debt accrued,  that the resolution
     making the call is duly recorded in the minute book and that such notice of
     such call was duly  given to the  shareholder  sued in  pursuance  of these
     Articles. It shall not
<PAGE>

                                       -5-

     be necessary to prove the  appointment  of the directors who made such call
     or any other  matters  whatsoever  and the proof of the matters  stipulated
     shall be conclusive evidence of the debt.

                              FORFEITURE OF SHARES

26.  If any  shareholder  fails to pay any call or  installment on or before the
     day appointed for payment,  the directors may at any time thereafter  while
     the call or installment  remains unpaid serve a notice on such  shareholder
     requiring  payment thereof together with any interest that may have accrued
     and all  expenses  that may have been  incurred by the Company by reason of
     such non-payment.

27.  The notice  shall name a day (not being less than 14 days after the date of
     the notice) and a place or places on and at which such call or  installment
     and such interest and expenses are to be paid.  The notice shall also state
     that, in the event of  non-payment on or before the day and at the place or
     one of the  places so named,  the  shares in  respect of which the call was
     made or installment is payable will be liable to be forfeited.

28.  If the requirements of any such notice are not complied with, any shares in
     respect  of which such  notice  has been given may at any time  thereafter,
     before payment of all calls or  installments,  interest and expenses due in
     respect  thereof,  be forfeited by a  resolution  of the  directors to that
     effect.  Such forfeiture shall include all dividends declared in respect of
     the forfeited shares and not actually paid before the forfeiture.

29.  When any share has been so  forfeited,  notice of the  resolution  shall be
     given to the  shareholder in whose name it stood  immediately  prior to the
     forfeiture and an entry of the forfeiture shall be made in the Register.

30.  Any share so forfeited  shall be deemed the property of the Company and the
     directors may sell,  re-allot or otherwise  dispose of it in such manner as
     they think fit.

31.  The  directors may at any time before any share so forfeited has been sold,
     re-allotted  or otherwise  disposed of, annul the  forfeiture  thereof upon
     such conditions as they think fit.

32.  Any  shareholder  whose shares have been forfeited  shall  nevertheless  be
     liable  to  pay  and  shall   forthwith  pay  to  the  Company  all  calls,
     installments, interest and expenses owing upon or in respect of such shares
     at the time of the forfeiture together with interest thereon at the rate of
     9% per year or such other rate of interest as the  directors  may determine
     from the time of forfeiture  until payment.  The directors may enforce such
     payment if they think fit, but are under no obligation to do so.

33.  A certificate  signed by the  Secretary  stating that a share has been duly
     forfeited on a specified  date in pursuance of these  Articles and the time
     when it was  forfeited  shall be  conclusive  evidence of the facts therein
     stated as against any person who would have been  entitled to the share but
     for such  forfeiture.  
<PAGE>

                                      -6-

                                 LIEN ON SHARES

34.  The Company  shall have a first and  paramount  lien upon all shares (other
     than filly paid-up shares) registered in the name of a shareholder (whether
     solely or jointly with others) and upon the proceeds  from the sale thereof
     for debts, liabilities and other engagements of the shareholder,  solely or
     jointly with any other person,  to or with the Company,  whether or not the
     period for the  payment,  fulfilment  or  discharge  thereof  has  actually
     arrived, and such lien shall extend to all dividends declared in respect of
     such shares.  Unless  otherwise  agreed,  the registration of a transfer of
     shares shall operate as a waiver of any lien of the Company on such shares.

35.  For the purpose of enforcing  such lien the  directors  may sell the shares
     subject to it in such  manner as they think fit,  but no sale shall be made
     until the period for the  payment,  fulfilment  or discharge of such debts,
     liabilities or other  engagements has arrived,  and until notice in writing
     of the  intention  to  sell  has  been  given  to such  shareholder  or the
     shareholder's executors or administrators and default has been made by them
     in such payment, fulfilment or discharge for seven days after such notice.

36.  The net  proceeds  of any such sale after the payment of all costs shall be
     applied  in or towards  the  satisfaction  of such  debts,  liabilities  or
     engagements and the residue, if any, paid to such shareholder.

                                VALIDITY OF SALES

37.  Upon any sale after  forfeiture or to enforce a lien in purported  exercise
     of the  powers  given  by  these  Articles  the  directors  may  cause  the
     purchaser's  name to be  entered in the  Register  in respect of the shares
     sold, and the purchaser  shall not be bound to see to the regularity of the
     proceedings  or to the  application  of the purchase  money,  and after the
     purchaser's name has been entered in the Register in respect of such shares
     the  validity  of the sale  shall not be  impeached  by any  person and the
     remedy of any person  aggrieved  by the sale  shall be in damages  only and
     against the Company  exclusively.  

                               TRANSFER OF SHARES

38.  The  instrument  of transfer of any share in the Company shall be signed by
     the transferor. The transferor shall be deemed to remain the holder of such
     share  until the name of the  transferee  is  entered  in the  Register  in
     respect  thereof and shall be entitled  to receive  any  dividend  declared
     thereon before the registration of the transfer.

39.  The  instrument  of  transfer  of any  share  shall  be in  writing  in the
     following form or to the following effect:

          For value  received,  _____ hereby  sell,  assign,  and transfer  unto
          __________ , ______  shares in the capital of the Company  represented
          by the within  certificate,  and do hereby irrevocably  constitute and
          appoint _________ attorney to transfer such shares on the books of the
          Company with full power of substitution in the premises.
<PAGE>

                                       -7-

          Dated the __ day of ____________, ____

          Witness:

40.  The  directors  may,  without  assigning  any reason  therefor,  decline to
     register  any  transfer  of shares (1) not fully  paid-up or upon which the
     Company  has a lien,  or (2) the  transfer  of which is  restricted  by any
     agreement to which the Company is a party.

41.  Every  instrument of transfer shall be left for  registration at the Office
     of the Company,  or at any office of its transfer agent where a Register is
     maintained,  together with the  certificate of the shares to be transferred
     and such other evidence as the Company may require to prove title to or the
     right to transfer the shares.

42.  The directors  may require that a fee  determined by them be paid before or
     after registration of any transfer.

43.  Every instrument of transfer shall,  after its registration,  remain in the
     custody of the  Company.  Any  instrument  of transfer  that the  directors
     decline to  register  shall,  except in case of fraud,  be  returned to the
     person who deposited it.

                             TRANSMISSION OF SHARES

44.  The executors or administrators of a deceased shareholder (not being one of
     several joint holders) shall be the only persons  recognized by the Company
     as  having  any  title  to the  shares  registered  in  the  name  of  such
     shareholder.  When a share is  registered in the names of two or more joint
     holders,  the survivor or survivors or the executors or  administrators  of
     the deceased survivor,  shall be the only persons recognized by the Company
     as having any title to, or interest  in, such  share. 

45.  Notwithstanding  anything  in these  Articles,  if the Company has only one
     shareholder  (not being one of several joint holders) and that  shareholder
     dies, the executors or administrators of the deceased  shareholder shall be
     entitled  to  register  themselves  in the  Register  as the holders of the
     shares  registered in the name of the deceased  shareholder  whereupon they
     shall  have  all  the  rights  given  by  these  Articles  and  by  law  to
     shareholders.

46.  Any  person  entitled  to  shares  upon  the  death  or  bankruptcy  of any
     shareholder  or in any  way  other  than by  allotment  or  transfer,  upon
     producing  such evidence of entitlement  as the directors  require,  may be
     registered  as a  shareholder  in respect of such shares,  or may,  without
     being  registered,  transfer such shares subject to the provisions of these
     Articles  respecting the transfer of shares.  The directors  shall have the
     same right to refuse  registration  as if the  transferee  were named in an
     ordinary transfer presented for registration.

<PAGE>


                                       -8-

                              SURRENDER OF SHARES

47.  The directors may accept the surrender of any share by way of compromise of
     any question as to the holder being properly registered in respect thereof.
     Any  share  so  surrendered  may be  disposed  of in the same  manner  as a
     forfeited share.

                        INCREASE AND REDUCTION OF CAPITAL

48.  Subject to the Act, the shareholders may by special  resolution amend these
     Articles  to  increase  or alter the share  capital of the  Company as they
     think  expedient.  Without  prejudice  to  any  special  rights  previously
     conferred on the holders of existing  shares,  any share may be issued with
     such   preferred,   deferred  or  other  special   rights,   or  with  such
     restrictions,  whether  in regard  to  dividends,  voting,  return of share
     capital or otherwise,  as the  shareholders may from time to time determine
     by special  resolution.  Except as otherwise  provided by the conditions of
     issue,  or by these  Articles,  any capital  raised by the  creation of new
     shares  shall be  considered  part of the  original  capital  and  shall be
     subject to the  provisions  herein  contained  with reference to payment of
     calls and  installments,  transfer and transmission,  forfeiture,  lien and
     otherwise. 

49.  The Company may, by special  resolution  where  required,  reduce its share
     capital in any way and with and  subject  to any  incident  authorized  and
     consent required by law. Subject to the Act and any provisions  attached to
     such shares, the Company may redeem,  purchase or acquire any of its shares
     and the directors  may  determine  the manner and the terms for  redeeming,
     purchasing or acquiring  such shares and may provide a sinking fund on such
     terms as they think fit for the  redemption,  purchase  or  acquisition  of
     shares of any class or series 

                     MEETINGS AND VOTING BY CLASS OR SERIES

50.  Where the holders of shares of a class or series  have,  under the Act, the
     terms or  conditions  attaching to such shares or  otherwise,  the right to
     vote  separately  as a class in  respect  of any  matter  then,  except  as
     provided in the Act, these  Articles or such terms or  conditions,  all the
     provisions  in  these  Articles  concerning  general  meetings  (including,
     without  limitation,  provisions  respecting notice,  quorum and procedure)
     shall, mutatis mutandis, apply to every meeting of holders of such class or
     series of shares convened for the purpose of such vote.

51.  Unless the rights,  privileges,  terms or conditions attached to a class or
     series of shares provide otherwise, such class or eries of shares shall not
     have the right to vote separately as a class or series upon an amendment to
     the  Memorandum or Articles to: 

     (1)  increase or decrease any maximum  number of authorized  shares of such
          class or series,  or increase any maximum number of authorized  shares
          of a class or series having rights or privileges  equal or superior to
          the shares of such class or series;

     (2)  effect an exchange, reclassification or cancellation of all or part of
          the shares of such class or series; or 
<PAGE>


                                      -9-

     (3)  create a new class or series of shares equal or superior to the shares
          of such class or series.


                                BORROWING POWERS

     52.  The directors on behalf of the Company may:

          (1)  raise or borrow  money for the  purposes of the Company or any of
               them;

          (2)  secure,  subject to the  sanction of a special  resolution  where
               required by the Act, the repayment of funds so raised or borrowed
               in such manner and upon such terms and conditions in all respects
               as  they  think  fit,  and in  particular  by the  execution  and
               delivery of mortgages of the Company's real or personal property,
               or by the issue of bonds,  debentures or other  securities of the
               Company  secured by mortgage or other charge upon all or any part
               of the property of the Company, both present and future including
               its uncalled capital for the time being;

          (3)  sign or endorse bills, notes,  acceptances,  cheques,  contracts,
               and other  evidence of or securities  for funds borrowed or to be
               borrowed for the purposes aforesaid;

          (4)  pledge debentures as security for loans;

          (5)  guarantee obligations of any person.

53.      Bonds,  debentures and other  securities may be made  assignable,  free
         from any  equities  between  the  Company  and the  person to whom such
         securities were issued.

54.      Any bonds, debentures and other securities may be issued at a discount,
         premium or otherwise  and with  special  privileges  as to  redemption,
         surrender,  drawings,  allotment  of  shares,  attending  and voting at
         general  meetings of the Company,  appointment  of directors  and other
         matters.

                                GENERAL MEETINGS

55       Ordinary general meetings of the Company shall be held at least once in
         every  calendar year at such time and place as may be determined by the
         directors  and not later than 15 months  after the  preceding  ordinary
         general  meeting.  All other  meetings of the  Company  shall be called
         special general  meetings.  Ordinary or special general meetings may be
         held either within or without the Province of Nova Scotia.

56.      The  President,  a  vice-president  or the  directors  may at any  time
         convene  a  special  general  meeting,  and  the  directors,  upon  the
         requisition of  shareholders in accordance with the Act shall forthwith
         proceed to convene such meeting or meetings to be held at such time and
         place or times and places as the directors determine.
<PAGE>


                                      -10-

57.  The requisition shall state the objects of the meeting requested, be signed
     by the  requisitionists  and deposited at the Office of the Company. It may
     Consist of several documents in like form each signed by one or more of the
     requisitionists.

58.  At least seven clear days notice, or such longer period of notice as may be
     required by the Act, of every general  meeting,  specifying the place,  day
     and hour of the meeting and, when special business is to be considered, the
     general  nature  of such  business,  shall  be  given  to the  shareholders
     entitled  to be present at such  meeting by notice  given as  permitted  by
     these  Articles.  With  the  consent  in  writing  of all the  shareholders
     entitled  to vote at such  meeting,  a meeting may be convened by a shorter
     notice and in any manner they think fit,  or notice of the time,  place and
     purpose of the meeting may be waived by all of the  shareholders.  

59.  When it is proposed to pass a special  resolution,  the two meetings may be
     convened by the same  notice,  and it shall be no  objection to such notice
     that it only convenes the second meeting  contingently  upon the resolution
     being passed by the requisite majority at the first meeting.

60.  The accidental omission to give notice to a shareholder,  or non-receipt of
     notice by a shareholder,  shall not invalidate any resolution passed at any
     general meeting.

                                  RECORD DATES

61.  (1) The  directors  may fix in  advance a date as the  record  date for the
         determination of shareholders

          (a)  entitled to receive  payment of a dividend or entitled to receive
               any distribution;

          (b)  entitled to receive notice of a meeting; or

          (c)  for any other purpose.

     (2)  If no record date is fixed,  the record date for the  determination of
          shareholders

          (a)  entitled  to  receive  notice  of a  meeting  shall  be  the  day
               immediately  preceding the day on which the notice is given,  or,
               if no notice is given, the day on which the meeting is held; and

          (b)  for any other  purpose  shall be the day on which  the  directors
               pass the resolution relating to the particular purpose.

                         PROCEEDINGS AT GENERAL MEETINGS

62.  The  business  of an  ordinary  general  meeting  shall be to  receive  and
     consider  the  financial  statements  of the  Company and the report of the
     directors and the report, if any, of the

<PAGE>

                                      -11-

     auditors, to elect directors in the place of those retiring and to transact
     any other  business  which under these Articles ought to be transacted
     at an ordinary general meeting.

63.  No business shall be transacted at any general meeting unless the requisite
     quorum  is  present  at the  commencement  of  the  business.  A  corporate
     shareholder   of  the  Company  that  has  a  duly   authorized   agent  or
     representative  present at any such  meeting  shall for the  purpose of his
     Article be deemed to be personally present at such meeting.

64.  One  person,  being  a  shareholder,  proxyholder  or  representative  of a
     corporate  shareholder,  present and  entitled to vote shall  constitute  a
     quorum for a general meeting, and may hold a meeting.

65.  The Chairman  shall be entitled to take the chair at every general  meeting
     or, if there be no  Chairman,  or if the  Chairman  is not  present  within
     fifteen 15 minutes after the time  appointed  for holding the meeting,  the
     President or, failing the President,  a vice-president shall be entitled to
     take the chair. If the Chairman,  the President or a vice-president  is not
     present  within 15 minutes after the time appointed for holding the meeting
     or if all such persons present decline to take the chair,  the shareholders
     present  entitled to vote at the meeting shall choose  another  director as
     chairman  and if no  director  is present or if all the  directors  present
     decline to take the chair, then such shareholders shall choose one of their
     number to be chairman.

66.  If within  half an hour  from the time  appointed  for a general  meeting a
     quorum  is not  present  the  meeting,  if it was  convened  pursuant  to a
     requisition of shareholders,  shall be dissolved; if it was convened in any
     other way, it shall stand  adjourned to the same day, in the next week,  at
     the same  time and  place.  If at the  adjourned  meeting  a quorum  is not
     present  within half an hour from the time  appointed for the meeting,  the
     shareholders present shall be a quorum and may hold the meeting.

67.  Subject to the Act, at any general  meeting a resolution put to the meeting
     shall  be  decided  by a show of  hands  unless,  either  before  or on the
     declaration  of the result of the show of hands,  a poll is demanded by the
     chairman, a shareholder or a proxyholder; and unless a poll is so demanded,
     a declaration by the chairman that the resolution has been carried, carried
     by a particular majority,  lost or not carried by a particular majority and
     an entry to that  effect  in the  Company's  book of  proceedings  shall be
     conclusive  evidence of the fact without  proof of the number or proportion
     of the votes recorded in favor or against such resolution.  

68.  When a poll is demanded,  it shall be taken in such manner and at such time
     and place as the chairman directs,  and either at once or after an interval
     or adjournment or otherwise. The result of the poll shall be the resolution
     of the meeting at which the poll was demanded.  The demand of a poll may be
     withdrawn.  When any dispute  occurs over the  admission  or rejection of a
     vote, it shall be resolved by the chairman and such  determination  made in
     good faith shall be final and conclusive.

69.  The chairman shall not have a casting vote in addition to any vote or votes
     that the chairman has as a shareholder.
<PAGE>


                                     -12-

70.  The  chairman  of a general  meeting  may with the  consent of 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 that was adjourned.

71.  Any poll  demanded  on the  election  of a  chairman  or on a  question  of
     adjournment shall be taken forthwith without adjournment.

72.  The demand of a poll shall not prevent the continuance of a meeting for the
     transaction  of any  business  other than the  question on which a poll has
     been demanded. 

                             VOTES OF SHAREHOLDERS

73.  Subject to the Act and to any provisions attached to any class or series of
     shares concerning or restricting voting rights:

     (1)  on a show of hands  every  shareholder  entitled  to vote  present  in
          person,   every  duly   authorized   representative   of  a  corporate
          shareholder,  and,  if not  prevented  from  voting by the Act,  every
          proxyholder, shall have one vote; and

     (2)  on a poll every shareholder  present in person,  every duly authorized
          representative  of a  corporate  shareholder,  and every  proxyholder,
          shall  have  one  vote  for  every  share  held;  whether  or not such
          representative  or  proxyholder  is  a  shareholder.  

     74.  Any person entitled to transfer shares upon the death or bankruptcy of
          any  shareholder or in any way other than by allotment or transfer may
          vote at any general  meeting in respect  thereof in the same manner as
          if such  person were the  registered  holder of such shares so long as
          the  directors  are  satisfied  at least 48 hours  before  the time of
          holding the meeting of such person's right to transfer such shares

     75.  Where  there are joint  registered  holders of any share,  any of such
          holders may vote such share at any meeting,  either  personally  or by
          proxy,  as if solely  entitled to it. If more than one joint holder is
          present at any  meeting,  personally  or by proxy,  the one whose name
          stands  first on the  Register in respect of such share shall alone be
          entitled to vote it. Several executors or administrators of a deceased
          shareholder  in whose name any share  stands  shall for the purpose of
          this Article be deemed joint holders thereof.

     76.  Votes may be cast either  personally  or by proxy or, in the case of a
          corporate  shareholder by a  representative  duly authorized under the
          Act.


     77.  A proxy shall be in writing and executed in the manner provided in the
          Act. A proxy or other  authority of a corporate  shareholder  does not
          require its seal. 
<PAGE>


                                      -13-

     78.  A  shareholder  of  unsound  mind in respect of whom an order has been
          made by any court of  competent  jurisdiction  may vote by guardian or
          other person in the nature of a guardian  appointed by that court, and
          any such guardian or other person may vote by proxy.

     79.  A proxy and the power of attorney or other  authority,  if any,  wider
          which it is signed or a  notarially  certified  copy of that  power or
          authority  shall be  deposited at the Office of the Company or at such
          other  place as the  directors  may  direct.  The  directors  may,  by
          resolution,  fix a time not exceeding 48 hours excluding Saturdays and
          holidays  preceding any meeting or adjourned meeting before which time
          proxies to be used at that meeting must be deposited  with the Company
          at its  Office  or  with  an  agent  of  the  Company.  Notice  of the
          requirement  for  depositing  proxies  shall be  given  in the  notice
          calling the meeting.  The chairman of the meeting shall  determine all
          questions  as  to  validity  of  proxies  and  other   instruments  of
          authority.

     80.  A vote given in  accordance  with the terms of a proxy  shall be valid
          notwithstanding the previous death of the principal, the revocation of
          the proxy,  or the  transfer of the share in respect of which the vote
          is given,  provided no intimation in writing of the death,  revocation
          or  transfer  is  received  at the  Office of the  Company  before the
          meeting or by the chairman of the meeting before the vote is given.

     81.  Every form of proxy shall comply with the Act and its  regulations and
          subject thereto may be in the following form:

          I,____________  of___________being a shareholder of____________ hereby
          appoint_____________of________________(or failing him/her_____________
          of-) as my  proxyholder  to attend and to vote for me and on my behalf
          at the ordinary/special  general meeting of the Company, to be held on
          the day of and at any  adjournment  thereof,  or at any meeting of the
          Company which may be held prior to [insert  specified  date or event].
          [If the  proxy is  solicited  by or behalf  of the  management  of the
          Company, insert a statement to that effect.]

               Dated this_________ day of_______ _________.


                  ------------------------
                        Shareholder

82.  Subject to the Act,  no  shareholder  shall be entitled to be present or to
     vote on any question either  personally or by proxy, at any general meeting
     or be reckoned in a quorum while any call is due and payable to the Company
     in respect of any of the shares of such shareholder.

83.  Any resolution  passed by the directors,  notice of which has been given to
     the shareholders in the manner in which notices are hereinafter directed to
     be given and which is, within one month after it has been passed,  ratified
     and confirmed in writing by shareholders entitled on a poll to three-fifths
     of the votes,  shall be as valid and effectual as a resolution of a general
     meeting.  This Article  shall not apply to a resolution  for winding up the
     Company or to a

<PAGE>

                                      -14-

     resolution dealing with any matter that by statute or these  Articles ought
     to be dealt with by a special resolution or other method prescribed by
     statute.

84.  A  resolution,  including  a special  resolution,  in writing and signed by
     every  shareholder  who would be  entitled to vote on the  resolution  at a
     meeting is as valid as if it were passed by such  shareholders at a meeting
     and satisfies all of the  requirements  of the Act  respecting  meetings of
     shareholders.

                                    DIRECTORS

85.  Unless otherwise  determined by resolution of  shareholders,  the number of
     directors shall not be less than one or more than ten.

86   Notwithstanding anything herein contained the subscribers to the Memorandum
     shall be the first directors of the Company.

87.  The directors  may be paid out of the funds of the Company as  remuneration
     for their  service such sums,  if any, as the Company may by  resolution of
     its shareholders  determine,  and such remuneration  shall be divided among
     them in  such  proportions  and  manner  as the  directors  determine.  The
     directors  may also be paid  their  reasonable  traveling,  hotel and other
     expenses  incurred in attending  meetings of directors and otherwise in the
     execution of their duties as directors.

88.  The continuing directors may act notwithstanding any vacancy in their body,
     but if their number falls below the minimum permitted,  the directors shall
     not, except in emergencies or for the purpose of filling vacancies,  act so
     long as their number is below the minimum.

89.  A director  may, in  conjunction  with the office of director,  and on such
     terms  as to  remuneration  and  otherwise  as  the  directors  arrange  or
     determine,  hold any other  office or place of profit  under the Company or
     under any company in which the  Company is a  shareholder  or is  otherwise
     interested.

90.  The office of a director shall ipso facto be vacated, if the director:

     (1)  becomes bankrupt or makes an assignment for the benefit of creditors;

     (2)  is, or is found by a court of competent jurisdiction to be, of unsound
          mind;

     (3)  by notice in writing to the  Company,  resigns the office of director;
          or

     (4)  is removed in the manner provided by these Articles.

     91.  No director  shall be  disqualified  by holding the office of director
          from contracting  with the Company,  either as vendor,  purchaser,  or
          otherwise, nor shall any such contract, or any contract or arrangement
          entered  into or  proposed  to be entered  into by or on behalf of the
          Company  in  which  any  director  is in any  way  interested,  either
          directly or indirectly, be
<PAGE>

                                      -15-

         avoided,  nor shall any director so  contracting or being so interested
         be liable to account to the Company for any profit realized by any such
         contract or  arrangement  by reason only of such director  holding that
         office or of the fiduciary relations thereby established,  provided the
         director  makes a declaration  or gives a general  notice in accordance
         with the Act. No director shall, as a director,  vote in respect of any
         contract or arrangement in which the director is so interested,  and if
         the  director  does so vote,  such  vote  shall  not be  counted.  This
         prohibition  may at any time or times be  suspended  or  relaxed to any
         extent by a resolution of the  shareholders  and shall not apply to any
         contract by or on behalf of the Company to give to the directors or any
         of them any security for advances or by way of indemnity.

                              ELECTION OF DIRECTORS

92.  At the  dissolution  of every  ordinary  general  meeting  at  which  their
     successors are elected,  all the directors  shall retire from office and be
     succeeded by the  directors  elected at such  meeting.  Retiring  directors
     shall be eligible for re-election.

93.  If at any ordinary  general meeting at which an election of directors ought
     to take place no such  election  takes  place,  or if no  ordinary  general
     meeting  is held in any year or  period of years,  the  retiring  directors
     shall continue in office until their successors are elected.

94.  The  Company  may by  resolution  of its  shareholders  elect any number of
     directors  permitted  by these  Articles  and may  determine or alter their
     qualification.

95.  The Company may, by special  resolution or in any other manner permitted by
     statute,  remove any  director  before the  expiration  of such  director's
     period of office and may, if desired,  appoint a replacement to hold office
     during such time only as the director so removed would have held office.

96.  The  directors  may appoint  any other  person as a director so long as the
     total  number of directors  does not at any time exceed the maximum  number
     permitted.  No such appointment,  except to fill a casual vacancy, shall be
     effective  unless  two-thirds  of the  directors  concur in it.  Any casual
     vacancy  occurring among the directors may be filled by the directors,  but
     any  person so chosen  shall  retain  office  only so long as the  vacating
     director  would have retained it if the vacating  director had continued as
     director.

                                MANAGING DIRECTOR

97.  The  directors  may  appoint  one or more  of  their  body  to be  managing
     directors of the  Company,  either for a fixed term or  otherwise,  and may
     remove or dismiss them from office and appoint replacements.

98.  Subject to the provisions of any contract  between a managing  director and
     the Company, a managing director shall be subject to the same provisions as
     to  resignation  and  removal  as the other  directors  of the  Company.  A
     managing  director who for any reason ceases to hold the office of director
     shall ipso facto immediately cease to be a managing director.

<PAGE>

                                     -16-

99.  The remuneration of a managing director shall from time to time be fixed by
     the  directors  and may be by way of any or all of salary,  commission  and
     participation in profits.

100. The  directors  may from time to time entrust to and confer upon a managing
     director  such  of the  powers  exercisable  under  these  Articles  by the
     directors as they think fit, and may confer such powers for such time,  and
     to be  exercised  for such  objects  and  purposes  and upon such terms and
     conditions,  and with such  restrictions as they think expedient;  and they
     may confer such powers either collaterally with, or to the exclusion of and
     in  substitution  for,  all or any of the powers of the  directors  in that
     behalf;  and may from time to time revoke,  withdraw,  alter or vary all or
     any of such powers.

                              CHAIRMAN OF THE BOARD

101. The  directors  may  elect  one of  their  number  to be  Chairman  and may
     determine  the period  during  which the  Chairman is to hold  office.  The
     Chairman shall perform such duties and receive such special remuneration as
     the directors may provide.

                          PRESIDENT AND VICE-PRESIDENTS

102. The directors  shall elect the President of the Company,  who need not be a
     director,  and may  determine the period for which the President is to hold
     office. The President shall have general supervision of the business of the
     Company and shall  perform such duties as may be assigned from time to time
     by the directors.

103. The  directors may also elect  vice-presidents,  who need not be directors,
     and may  determine  the  periods  for  which  they  are to hold  office.  A
     vice-president  shall, at the request of the President or the directors and
     subject  to the  directions  of the  directors,  perform  the duties of the
     President during the absence,  illness or incapacity of the President,  and
     shall also perform  such duties as may be assigned by the  President or the
     directors.

                             SECRETARY AND TREASURER

104. The  directors  shall appoint a Secretary of the Company to keep minutes of
     shareholders' and directors'  meetings and perform such other duties as may
     be assigned by the  directors.  The  directors may also appoint a temporary
     substitute for the Secretary who shall, for the purposes of these Articles,
     be deemed to be the Secretary.

105. The  directors  may  appoint a  treasurer  of the Company to carry out such
     duties as the directors may assign.

                                    OFFICERS

106. The  directors  may elect or appoint  such other  officers of the  Company,
     having such powers and duties, as they think fit.
<PAGE>


                                      -17-

107. If the  directors  so decide the same  person may hold more than one of the
     offices provided for in these Articles.

                            PROCEEDINGS OF DIRECTORS

108. The directors  may meet together for the dispatch of business,  adjourn and
     otherwise  regulate their meetings and proceedings,  as they think fit, and
     may determine the quorum  necessary for the transaction of business.  Until
     otherwise determined, one director shall constitute a quorum and may hold a
     meeting.

109. If all  directors  of the  Company  entitled  to  attend a  meeting  either
     generally or specifically  consent, a director may participate in a meeting
     of directors  or of a committee of directors by means of such  telephone or
     other communications  facilities as permit all persons participating in the
     meeting to hear each other, and a director  participating in such a meeting
     by such means is deemed to be present at that meeting for purposes of these
     Articles.

110. Meetings of directors  may be held either within or without the Province of
     Nova  Scotia  and the  directors  may from time to time  make  arrangements
     relating to the time and place of holding directors  meetings,  the notices
     to be given for such meetings and what meetings may be held without notice.
     Unless otherwise provided by such arrangements:

     (1)  A meeting  of  directors  may be held at the  close of every  ordinary
          general meeting of the Company without notice.

     (2)  Notice of every other directors'  meeting may be given as permitted by
          these  Articles  to each  director  at least 48 hours  before the time
          fixed for the meeting.

     (3)  A meeting of directors  may be held without  formal  notice if all the
          directors are present or if those absent have  signified  their assent
          to such meeting or their  consent to the business  transacted  at such
          meeting.

1ll.     The President or any director may at any time, and the Secretary,  upon
         the request of the President or any director, shall summon a meeting of
         the directors to be held at the Office of the Company.  The  President,
         the Chairman or a majority of the  directors  may at any time,  and the
         Secretary,  upon  the  request  of the  President,  the  Chairman  or a
         majority of the directors shall, summon a meeting to be held elsewhere.

112. 

     (1)  Questions  arising at any meeting of  directors  shall be decided by a
          majority of votes.  The chairman of the meeting may vote as a director
          but shall not have a second or casting vote.

     (2)  At any meeting of directors  the chairman  shall receive and count the
          vote of any  director  not  present  in person at such  meeting on any
          question  or matter  arising  at such  meeting  whenever  such  absent
          director has  indicated by telegram,  letter or other  writing  lodged
          with the  chairman  of such  meeting  the  manner in which the  absent
          director  desires to vote on such question or matter and such question
          or matter has
<PAGE>


                                      -18-

          been  specifically  mentioned  in the notice  calling the meeting as a
          question or matter to be discussed or decided  thereat.  In respect of
          any such  question or matter so  mentioned in such notice any director
          may give to any other director a proxy authorizing such other director
          to vote  for  such  first  named  director  at such  meeting,  and the
          chairman of such meeting,  after such proxy has been so lodged,  shall
          receive and count any vote given in pursuance thereof  notwithstanding
          the absence of the director giving such proxy.

113. If no Chairman is elected,  or if at any meeting of directors  the Chairman
     is not present within five minutes after the time appointed for holding the
     meeting, or declines to take the chair, the President, if a director, shall
     preside. If the President is not a director, is not present at such time or
     declines to take the chair, a  vice-president  who is also a director shall
     preside.  If no person  described above is present at such time and willing
     to take the chair,  the  directors  present  shall choose some one of their
     number to be chairman of the meeting.

114. A meeting of the  directors at which a quorum is present shall be competent
     to exercise all or any of the  authorities,  powers and discretions for the
     time being vested in or exercisable by the directors generally.

115. The directors may delegate any of their powers to committees  consisting of
     such number of directors  as they think fit. Any  committee so formed shall
     in the exercise of the powers so delegated  conform to any regulations that
     may be imposed on them by the directors.

116. The  meetings  and  proceedings  of any  committee  of  directors  shall be
     governed by the  provisions  contained in these Articles for regulating the
     meetings and  proceedings  of the directors  insofar as they are applicable
     and are not superseded by any regulations made by the directors.

117. All  acts  done  at any  meeting  of the  directors  or of a  committee  of
     directors or by any person acting as a director shall, notwithstanding that
     it is afterwards  discovered  that there was some defect in the appointment
     of the  director  or  person  so  acting,  or that they or any of them were
     disqualified,  be as valid as if every such person had been duly  appointed
     and was qualified to be a director.

118. A resolution in writing and signed by every  director who would be entitled
     to vote on the  resolution at a meeting is as valid as if it were passed by
     such directors at a meeting.

119. If any  one or more of the  directors  is  called  upon  to  perform  extra
     services or to make any special  exertions  in going or residing  abroad or
     otherwise  for any of the purposes of the Company or the business  thereof,
     the Company may remunerate the director or directors so doing,  either by a
     fixed sum or by a percentage  of profits or  otherwise.  Such  remuneration
     shall be determined by the directors and may be either in addition to or in
     substitution for remuneration otherwise authorized by these Articles.

<PAGE>

                                     -19-

                                    REGISTERS

120. The directors shall cause to be kept at the Company's  Office in accordance
     with  the  provisions  of the Act a  Register  of the  shareholders  of the
     Company,  a  register  of  the  holders  of  bonds,  debentures  and  other
     securities of the Company and a register of its directors. Branch registers
     of the  shareholders  and of the  holders  of bonds,  debentures  and other
     securities may be kept elsewhere,  either within or without the Province of
     Nova Scotia, in accordance with the Act.

                                     MINUTES

121. The directors shall cause minutes to be entered in books designated for the
     purpose:

     (1)  of all appointments of officers;

     (2)  of the names of directors  present at each meeting of directors and of
          any committees of directors;

     (3)  of all orders made by the directors and committees of directors; and

     (4)  of all resolutions and proceedings of meetings of shareholders  and of
          directors.

          Any such minutes of any meeting of  directors  or of any  committee of
          directors  or of  shareholders,  if  purporting  to be  signed  by the
          chairman of such  meeting or by the  chairman  of the next  succeeding
          meeting,  shall be receivable  as prima facie  evidence of the matters
          stated in such minutes.

                               POWERS OF DIRECTORS

122. The  management  of the business of the Company is vested in the  directors
     who,  in  addition  to the  powers and  authorities  by these  Articles  or
     otherwise  expressly  conferred upon them, may exercise all such powers and
     do all such acts and things as may be  exercised or done by the Company and
     are not hereby or by statute expressly directed or required to be exercised
     or done by the shareholders,  but subject nevertheless to the provisions of
     any statute,  the  Memorandum or these  Articles.  No  modification  of the
     Memorandum  or  these  Articles  shall  invalidate  any  prior  act  of the
     directors  that  would have been  valid if such  modification  had not been
     made.

123. Without  restricting  the  generality of the terms of any of these Articles
     and without prejudice to the powers conferred thereby, the directors may:

     (1)  take  such  steps as they  think  fit to carry  out any  agreement  or
          contract made by or on behalf of the Company;

     (2)  pay costs,  charges and expenses  preliminary  and  incidental  to the
          promotion, formation, establishment, and registration of the Company;

<PAGE>

                                      -20-

     (3)  purchase or otherwise acquire for the Company any property,  rights or
          privileges  that the Company is authorized  to acquire,  at such price
          and generally on such terms and conditions as they think fit;

     (4)  pay for any property,  rights or  privileges  acquired by, or services
          rendered  to the  Company  either  wholly or  partially  in cash or in
          shares  (fully  paid-up  or  otherwise),  bonds,  debentures  or other
          securities of the Company;

     (5)  subject  to  the  Act,  secure  the  fulfilment  of any  contracts  or
          engagements  entered into by the Company by mortgaging or charging all
          or any of the  property of the Company and its unpaid  capital for the
          time being, or in such other manner as they think fit;

     (6)  appoint, remove or suspend at their discretion such experts, managers,
          Secretaries,  treasurers,  officers,  clerks,  agents and servants for
          permanent,  temporary or special  services,  as they from time to time
          think  fit,  and  determine  their  powers  and  duties  and fix their
          salaries or emoluments  and require  security in such instances and to
          such amounts as they think fit;

     (7)  accept a surrender of shares from any  shareholder  insofar as the law
          permits and on such terms and conditions as may be agreed;

     (8)  appoint  any  person or  persons  to accept  and hold in trust for the
          Company  any  property  belonging  to the  Company,  or in which it is
          interested,  execute  and do  all  such  deeds  and  things  as may be
          required in relation to such trust,  and provide for the  remuneration
          of such trustee or trustees;

     (9)  institute,  conduct, defend, compound or abandon any legal proceedings
          by and against the Company, its directors or its officers or otherwise
          concerning  the affairs of the  Company,  and also  compound and allow
          time for payment or satisfaction of any debts due and of any claims or
          demands by or against the Company;

     (10) refer any claims or demands by or against the  Company to  arbitration
          and observe and perform the awards;

     (11) make and give  receipts,  releases  and other  discharges  for amounts
          payable to the Company and for claims and demands of the Company;

     (12) determine  who may  exercise the  borrowing  powers of the Company and
          sign on the Company's  behalf bonds,  debentures or other  securities,
          bills,   notes,   receipts,   acceptances,   assignments,   transfers,
          hypothecations,  pledges,  endorsements,  cheques,  drafis,  releases,
          contracts, agreements and all other instruments and documents;

     (13) provide for the  management  of the  affairs of the Company  abroad in
          such manner as they think fit, and in particular appoint any person to
          be the  attorney or agent of the Company  with such powers  (including
          power to sub-delegate) and upon such terms as may be thought fit;

<PAGE>

                                      -21-

     (14) invest and deal with any finds of the Company in such  securities  and
          in  such  manner  as  they  think  fit;   and  vary  or  realize  such
          investments;

     (15) subject to the Act,  execute in the name and on behalf of the  Company
          in favour of any director or other person who may incur or be about to
          incur any  personal  liability  for the  benefit of the  Company  such
          mortgages of the Company's property, present and future, as they think
          fit;

     (16) give any  officer  or  employee  of the  Company a  commission  on the
          profits of any  particular  business or  transaction or a share in the
          general profits of the Company;

     (17) set aside out of the  profits  of the  Company  before  declaring  any
          dividend  such  amounts as they think proper as a reserve find to meet
          contingencies  or  provide  for  dividends,  depreciation,  repairing,
          improving and  maintaining any of the property of the Company and such
          other purposes as the directors may in their absolute discretion think
          in the  interests  of the  Company;  and invest  such  amounts in such
          investments   as  they  think  fit,   and  deal  with  and  vary  such
          investments, and dispose of all or any part of them for the benefit of
          the Company,  and divide the reserve  find into such special  finds as
          they think fit, with fill power to employ the assets  constituting the
          reserve  find in the  business of the Company  without  being bound to
          keep them separate from the other assets;

     (18) make,  vary and repeal rules  respecting  the business of the Company,
          its officers and  employees,  the  shareholders  of the Company or any
          section or class of them;

     (19) enter into all such  negotiations and contracts,  rescind and vary all
          such contracts,  and execute and do all such acts, deeds and things in
          the name and on behalf of the Company as they  consider  expedient for
          or in relation to any of the matters  aforesaid or  otherwise  for the
          purposes of the Company;

     (20) provide  for the  management  of the  affairs  of the  Company in such
          manner as they think fit.

                                   SOLICITORS

124. The Company may employ or retain solicitors any of whom may, at the request
     or on the  instruction of the directors,  the Chairman,  the President or a
     managing  director,  attend  meetings  of the  directors  or  shareholders,
     whether or not the solicitor is a shareholder or a director of the Company.
     A solicitor  who is also a director  may  nevertheless  charge for services
     rendered to the Company as a solicitor.

<PAGE>

                                      -22-

                                    THE SEAL

125. The directors  shall arrange for the safe custody of the common seal of the
     Company (the  ("Seal").  The Seal may be affixed to any  instrument  in the
     presence of and  contemporaneously  with the attesting signature of (i) any
     director or officer  acting  within  such  person's  authority  or (ii) any
     person under the  authority of a resolution of the directors or a committee
     thereof.  For the purpose of certifying  documents or proceedings  the Seal
     may be affixed by any  director or the  President,  a  vice-president,  the
     Secretary,  an  assistant  secretary  or any other  officer of the  Company
     without the authorization of a resolution of the directors

126. The   Company  may  have   facsimiles   of  the  Seal  which  may  be  used
     interchangeably with the Seal

127  The  Company  may have for use at any place  outside  the  Province of Nova
     Scotia, as to all matters to which the corporate  existence and capacity of
     the Company  extends,  an official  seal that is a facsimile of the Seal of
     the Company with the addition on its face of the name of the place where it
     is to be used;  and the Company may by writing under its Seal authorize any
     person to affix such  official  seal at such place to any document to which
     the Company is a party.

                                    DIVIDENDS

128. The  directors  may from time to time  declare  such  dividend as they deem
     proper upon shares of the Company  according to the rights and restrictions
     attached to any class or series of shares,  and may determine the date upon
     which  such  dividend  will be  payable  and that it will be payable to the
     persons  registered as the holders of the shares on which it is declared at
     the close of  business  upon a record  date.  No  transfer  of such  shares
     registered  after the record  date shall pass any right to the  dividend so
     declared.

129. Dividends may be paid as permitted by law and, without  limitation,  may be
     paid out of the profits,  retained  earnings or contributed  surplus of the
     Company. No interest shall be payable on any dividend except insofar as the
     rights attached to any class or series of shares provide otherwise.

130. The declaration of the directors as to the amount of the profits,  retained
     earnings or contributed surplus of the Company shall be conclusive.

131. The  directors may from time to time pay to the  shareholders  such interim
     dividends as in their judgment the position of the Company justifies

132. Subject to these Articles and the rights and  restrictions  attached to any
     class or  series  of  shares,  dividends  may be  declared  and paid to the
     shareholders  in proportion to the amount of capital  paid-up on the shares
     (not  including  any  capital  paid-up  bearing   interest)  held  by  them
     respectively.
<PAGE>

                                      -23-

133. The  directors  may deduct from the  dividends  payable to any  shareholder
     amounts  due and  payable by the  shareholder  to the Company on account of
     calls,  installments  or  otherwise,  and may apply the same in or  towards
     satisfaction of such amounts so due and payable.

134. The directors may retain any dividends on which the Company has a lien, and
     may apply the same in or towards satisfaction of the debts,  liabilities or
     engagements in respect of which the lien exists.

135. The  directors  may retain the  dividends  payable  upon  shares to which a
     person is entitled or entitled to transfer  upon the death or bankruptcy of
     a shareholder or in any way other than by allotment or transfer, until such
     person  has  become  registered  as the  holder of such  shares or has duly
     transferred such shares.

136. When the  directors  declare a dividend  on a class or series of shares and
     also make a call on such shares  payable on or before the date on which the
     dividend is payable,  the  directors may retain all or part of the dividend
     and set off the amount retained against the call.

137. The  directors may declare that a dividend be paid by the  distribution  of
     cash, paid-up shares (at par or at a premium),  debentures,  bonds or other
     securities  of the  Company or of any other  company or any other  specific
     assets  held or to be acquired by the Company or in any one or more of such
     ways.

138. The  directors  may settle any  difficulty  that may arise in regard to the
     distribution  of a dividend  as they  think  expedient,  and in  particular
     without  restricting  the generality of the foregoing may issue  fractional
     certificates,  may fix the value for  distribution of any specific  assets,
     may determine that cash payments will be made to any shareholders  upon the
     footing of the value so fixed or that fractions may be disregarded in order
     to adjust the rights of all parties,  and may vest cash or specific  assets
     in trustees  upon such trusts for the persons  entitled to the  dividend as
     may seem expedient to the directors.

139. Any person  registered  as a joint  holder of any share may give  effectual
     receipts for all  dividends and payments on account of dividends in respect
     of such share.

140. Unless otherwise determined by the directors, any dividend may be paid by a
     cheque or warrant  delivered to or sent through the post to the  registered
     address of the shareholder  entitled,  or, when there are joint holders, to
     the registered  address of that one whose name stands first on the register
     for the shares  jointly held.  Every cheque or warrant so delivered or sent
     shall be made payable to the order of the person to whom it is delivered or
     sent.  The  mailing  or  other   transmission   to  a  shareholder  at  the
     shareholders  registered  address (or, in the case of joint shareholders at
     the address of the holder  whose name stands  first on the  register)  of a
     cheque  payable to the order of the person to whom it is addressed  for the
     amount of any dividend payable in cash after the deduction of any tax which
     the Company has properly withheld,  shall discharge the Company's liability
     for the dividend unless the cheque is not paid on due presentation.  If any
     cheque for a dividend  payable in cash is not  received,  the Company shall
     issue to the  shareholder a replacement  cheque for the same amount on such
     terms as to indemnity and evidence of non-receipt as the directors may 
<PAGE>

                                      -24-

     impose. No shareholder may recover by action or other legal process against
     the Company  any  dividend  represented  by a cheque that has not been duly
     presented to a banker of the Company for payment or that otherwise  remains
     unclaimed for 6 years from the date on which it was payable.

                                    ACCOUNTS

141. The directors shall cause proper books of account to be kept of the amounts
     received and expended by the Company,  the matters in respect of which such
     receipts and  expenditures  take place, all sales and purchases of goods by
     the Company, and the assets, credits and liabilities of the Company

142. The books of account  shall be kept at the head office of the Company or at
     such other place or places as the directors may direct.

143. The directors shall from time to time determine  whether and to what extent
     and at what times and places and under what  conditions  the  accounts  and
     books of the  Company  or any of them  shall be open to  inspection  of the
     shareholders,  and no  shareholder  shall  have any  right to  inspect  any
     account or book or document of the Company  except as  conferred by statute
     or authorized by the directors or a resolution of the shareholders.

144. At the  ordinary  general  meeting  in every year the  directors  shall lay
     before the Company  such  financial  statements  and reports in  connection
     therewith  as may be  required  by the Act or other  applicable  statute or
     regulation thereunder and shall distribute copies thereof at such times and
     to such persons as may be required by statute or regulation.

                               AUDITORS AND AUDIT

145. Except in respect of a financial  year for which the Company is exempt from
     audit  requirements in the Act, the Company shall at each ordinary  general
     meeting  appoint an  auditor  or  auditors  to hold  office  until the next
     ordinary  general  meeting.   If  at  any  general  meeting  at  which  the
     appointment  of an  auditor  or  auditors  is to  take  place  and no  such
     appointment  takes place, or if no ordinary  general meeting is held in any
     year or period of years, the directors shall appoint an auditor or auditors
     to hold office until the next ordinary general meeting.

146. The first  auditors of the Company may be appointed by the directors at any
     time  before  the  first  ordinary  general  meeting  and the  auditors  so
     appointed shall hold office until such meeting unless previously removed by
     a  resolution  of the  shareholders,  in which event the  shareholders  may
     appoint auditors.

147. The directors may fill any casual  vacancy in the office of the auditor but
     while any such vacancy  continues the  surviving or  continuing  auditor or
     auditors, if any, may act.

<PAGE>

                                      -25-

148. The Company may appoint as auditor any person, including a shareholder, not
     disqualified by statute.

149. An auditor  may be  removed or  replaced  in the  circumstances  and in the
     manner specified in the Act.

150. The remuneration of the auditors shall be fixed by the shareholders,  or by
     the directors pursuant to authorization  given by the shareholders,  except
     that the remuneration of an auditor  appointed to fill a casual vacancy may
     be fixed by the directors.

151. The  auditors  shall  conduct  such audit as may be required by the Act and
     their report, if any, shall be dealt with by the Company as required by the
     Act.

                                     NOTICES

152. A notice  (including any  communication  or document) shall be sufficiently
     given,  delivered  or served by the Company upon a  shareholder,  director,
     officer or auditor by personal delivery at such person's registered address
     (or, in the case of a director,  officer or auditor, last known address) or
     by prepaid mail,  telegraph,  telex,  facsimile machine or other electronic
     means of communication addressed to such person at such address.

153. Shareholders  having no registered address shall not be entitled to receive
     notice.

154. All notices with respect to registered  shares to which persons are jointly
     entitled may be  sufficiently  given to all joint holders thereof by notice
     given to  whichever of such persons is named first in the Register for such
     shares.

155. Any notice sent by mail shall be deemed to be given, delivered or served on
     the earlier of actual  receipt and the third  business day  following  that
     upon which it is mailed, and in proving such service it shall be sufficient
     to prove that the notice was properly addressed and mailed with the postage
     prepaid  thereon.  Any notice given by  electronic  means of  communication
     shall be deemed to be given when entered into the appropriate  transmitting
     device for  transmission.  A certificate in writing signed on behalf of the
     Company that the notice was so addressed and mailed or transmitted shall be
     conclusive evidence thereof.

156. Every person who by operation  of law,  transfer or other means  whatsoever
     becomes  entitled to any share shall be bound by every notice in respect of
     such share that prior to such  person's  name and address  being entered on
     the Register was duly served in the manner  hereinbefore  provided upon the
     person from whom such person derived title to such share.

157. Any notice delivered,  sent or transmitted to the registered address of any
     shareholder  pursuant to these Articles,  shall,  notwithstanding that such
     shareholder  is then deceased and that the Company has notice  thereof,  be
     deemed to have been  served in respect of any  registered  shares,  whether
     held by such  deceased  shareholder  solely or jointly with other  persons,
     until  some  other  person is  registered  as the  holder  or joint  holder
     thereof,  and such  service  shall for all  purposes  of these  Articles be
     deemed a sufficient  service of such notice 

<PAGE>

                                      -26-

     on the heirs,  executors or administrators of the deceased  shareholder and
     all joint holders of such shares.

158. Any notice may bear the name or  signature,  manual or  reproduced,  of the
     person giving the notice written or printed.

159. When a given  number  of days  notice or  notice  extending  over any other
     period is required  to be given,  the day of service and the day upon which
     such notice expires shall not, unless it is otherwise provided,  be counted
     in such number of days or other period.

                                    INDEMNITY

160. Every director or officer,  former director or officer,  or person who acts
     or acted at the Company's request, as a director or officer of the Company,
     a body corporate,  partnership or other association of which the Company is
     or was a shareholder,  partner, member or creditor, and the heirs and legal
     representatives  of such person,  in the absence of any  dishonesty  on the
     part of such person,  shall be indemnified by the Company  against,  and it
     shall be the duty of the  directors out of the funds of the Company to pay,
     all  costs,  losses and  expenses,  including  an amount  paid to settle an
     action or claim or  satisfy a  judgment,  that such  director,  officer  or
     person  may incur or  become  liable to pay in  respect  of any claim  made
     against  such  person  or  civil,  criminal  or  administrative  action  or
     proceeding  to which  such  person  is made a party by  reason  of being or
     having been a director  or officer of the  Company or such body  corporate,
     partnership  or other  association,  whether  the  Company is a claimant or
     party to such action or proceeding  or otherwise;  and the amount for which
     such indemnity is proved shall immediately attach as a lien on the property
     of the Company and have priority as against the shareholders over all other
     claims.

161. No director or officer,  former director or officer,  or person who acts or
     acted at the Company's request,  as a director or officer of the Company, a
     body corporate, partnership or other association of which the Company is or
     was a  shareholder,  partner,  member or  creditor,  in the  absence of any
     dishonesty on such person's part,  shall be liable for the acts,  receipts,
     neglects or defaults of any other director,  officer or such person, or for
     joining in any receipt or other act for conformity, or for any loss, damage
     or expense happening to the Company through the insufficiency or deficiency
     of title to any  property  acquired  for or on  behalf of the  Company,  or
     through the  insufficiency  or  deficiency of any security in or upon which
     any of the funds of the  Company  are  invested,  or for any loss or damage
     arising from the bankruptcy, insolvency or tortious acts of any person with
     whom any  funds,  securities  or  effects  are  deposited,  or for any loss
     occasioned by error o judgment or oversight on the part of such person,  or
     for any other loss,  damage or misfortune  whatsoever  which happens in the
     execution of the duties of such person or in relation thereto.

<PAGE>
                                      -27-

                                    REMINDERS

162. The directors shall comply with the following  provisions of the Act or the
     Corporations Registration Act (Nova Scotia) where indicated:

     (1)  Keep a current register of shareholders (Section 42).

     (2)  Keep a current register of directors,  officers and managers,  send to
          the  Registrar  a copy  thereof  and  notice  of all  changes  therein
          (Section 98).

     (3)  Keep a current  register  of  holders of bonds,  debentures  and other
          securities (Section 11l and Third Schedule).

     (4)  Call a general meeting every year within the proper time (Section 83).
          Meetings  must be held not later  than 15 months  after the  preceding
          general meeting.

     (5)  Send to the Registrar copies of all special resolutions (Section 88).

     (6)  When  shares are issued for a  consideration  other than cash,  file a
          copy of the contract with the Registrar on or before the date on which
          the shares are issued (Section 109).

     (7)  Send to the Registrar  notice of the address of the  Company's  Office
          and of all changes in such address (Section 79).

     (8)  Keep  proper  minutes  of all  shareholders'  meetings  and  directors
          meetings in the  Company's  minute book kept at the  Company's  Office
          (Sections 89 and 90).

     (9)  Obtain a certificate  under the  Corporations  Registration  Act (Nova
          Scotia) as soon as business is commenced.

     (10) Send notice of recognized agent to the Registrar under the
                  Corporations Registration Act (Nova Scotia).

Name of Subscriber




Dated at Halifax, Nova Scotia the 2nd day of November, 1998.

Witness to above signature



_____________________

Halifax, Nova Scotia