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BY-LAW NO. 1 

A BY-LAW RELATING GENERALLY TO THE TRANSACTIONOF THE BUSINESS AND AFFAIRS OF GOLDBELT RESOURCES LTD. (THE "CORPORATION") 

CONTENTS: 

1. Interpretation 

2. Business of the Corporation 

3. Borrowing and Securities 

4. Directors 

5. Committees 

6. Officers 

7. Protection of Directors, Officers and Others 

8. Shares 

9. Dividends and Rights 

10. Meetings of Shareholders 

11. Divisions and Departments 

12. Notices 

Section One 

INTERPRETATION 

1.01 Definitions - in the By-Laws of the Corporation, unless thecontext otherwise requires: 

"Act" means the *Business Corporations Act* RSY 1986,c.15, and any statute that may be substituted therefore, as from time to timeamended; marginal references to sections of the Act herein are not made for thepurpose of modifying or affecting the meaning of any provision of this By-Law inany way but are inserted only for the purpose of directing attention toprovisions of the Act which may be regarded as relevant; 

"appoint" includes "elect" and vice versa; 

"Articles" means the Articles attached to the Certificate of Continuancedated the 27th day of August, 2001 of the Corporation as from time to timeamended or restated; 

"Board" means the Board of Directors of the Corporation; 

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"By-Laws" means this By-Law and all other By-Laws of theCorporation from time to time in force and effect relating to the transaction ofbusiness and affairs of the Corporation in addition hereto, or in amendmenthereof or in substitution of all or any part of this By-Law; 

"Corporation" means the Corporation incorporated by Certificate ofContinuance under the Act and named: GOLDBELT RESOURCES LTD. 

"Meeting of Shareholders" includes an annual meeting ofShareholders and a Special Meeting of Shareholders; "Special Meeting ofShareholders" includes both a meeting of any class or classes acting separatelyfrom any other class or classes and also a meeting, other than an annualmeeting, of all Shareholders entitled to vote at any annual meeting ofShareholders; 

"non-business day" means Saturday, Sunday and any other day that is a holidayas defined in the *Interpretation Act* RSC 1985, c.1-23; or the *Interpretation Act* RSY 1986, c.93, as amended; 

"Prohibited Corporate Shareholder" means a corporationprohibited from holding shares in itself or its holding body corporate or asubsidiary corporation prohibited from holding shares in its parent corporationpursuant to the Act and not exempted from such prohibited shareholdings byvirtue of the Act; 

"recorded address" means in the case of a Shareholder hisaddress as recorded in the securities register, and in the case of jointShareholders the address appearing in the securities register in respect of suchjoint holdings determined under Section 8.09; and in the case of a Director,Officer, auditor or member of a Committee of Directors, his latest address asrecorded in the records of the Corporation; 

save as aforesaid, words and expressions defined in the Acthave the same meaning when used herein; and words importing the singular numberinclude the plural and vice versa; words importing gender include the masculine,feminine and neuter genders; and words importing persons include individuals,bodies corporate, partnerships, trusts and unincorporated organizations. 

Section Two 

BUSINESS OF THE CORPORATION 

2.01 Registered Office - Until changed in accordance with the Act, theregistered office of the Corporation shall be at the City of Whitehorse, in theYukon Territory, and at such location therein as the Board may from time to timedetermine. 

2.02 Corporate Seal - Until changed by the Board, the corporate sealof the Corporation and any facsimiles thereof adopted by the Board for use injurisdictions outside the Yukon Territory shall be in the form approved by theDirectors. 

2.03 Financial Year - The financial year of the Corporation shall endon the day in each year that is established by the Board. 

2.04 Execution of Instruments - Deeds, transfers,assignments, contracts, obligations, certificates and other instruments requiredby law or otherwise by the By-Laws or any resolution of the Board orShareholders of the Corporation to be executed under corporate seal may besigned on behalf of the Corporation by any one or more persons each of which iseither a Director of the Corporation or a person who holds the office of ChiefExecutive Officer, Chairman of the Board, President, Managing Director,Vice-President, Secretary, Treasurer, Assistant Secretary, Assistant Treasureror any other office created by by-law or by resolution of the Board. However,notwithstanding the foregoing, the Board may from time to time direct the mannerin which and the person or persons by whom any particular instrument or class ofinstruments may or shall be signed or sealed. Any signing Officer may affix thecorporate seal to any instrument requiring the same. 

2.05 Banking Arrangements - The banking business ofthe Corporation including, without limitation, the borrowing of money and thegiving of security therefore, shall be transacted with such banks, trustcompanies or other bodies corporate or organizations as may from time to time bedesignated by or under the authority of the Board. Such banking business or anypart thereof shall be transacted under such agreements, instructions anddelegations of powers as the Board may from time to time by resolution prescribeor authorize. 

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2.06 Voting Rights in Other Bodies Corporate - Thesigning Officers of the Corporation may execute and deliver proxies and arrangefor the issuance of voting certificates or other evidence of the right toexercise the voting rights attaching to any securities held by the Corporation.Such instruments, certificates or other evidence shall be in favour of suchperson or persons as may be determined by the Officers executing such proxies orarranging for the issuance of voting certificates or such other evidence of theright to exercise such voting rights. In addition the Board may from time totime direct the manner in which and the person or persons by whom any particularvoting rights or class of voting rights may or shall be exercised. 

2.07 Withholding Information from Shareholders -Subject to the provisions of the Act, no Shareholder shall be entitled todiscovery of any information respecting any details or conduct of theCorporation's business which, in the opinion of the Board, it would beinexpedient in the interests of the Shareholders or the Corporation tocommunicate to the public. The Board may from time to time determine whether andto what extent and at what time and place and under what conditions orregulations the accounts, records and documents of the Corporation or any ofthem shall be open to the inspection of Shareholders and no Shareholder shallhave any right of inspecting any account, record or document of the Corporationexcept as conferred by the Act or authorized by the Board or by resolutionpassed at a Meeting of Shareholders. 

Section Three 

BORROWING AND SECURITIES 

3.01 Borrowing Power - Without limiting the borrowing powers of theCorporation as set forth in the Act, the Board is authorized from time to time:

(a) to borrow money upon the creditof the Corporation in such amounts and on such terms as may be deemed expedientby obtaining loans or advances or by way of overdraft or otherwise; 

(b) to issue, re-issue, sell orpledge bonds, debentures, notes or other evidence of indebtedness or guaranteesof the Corporation, whether secured or unsecured for such sums and at suchprices as may be deemed expedient; 

(c) subject to the Act, to issueguarantees on behalf of the Corporation to secure the performance of theobligations of any person; and 

(d) to charge,mortgage, hypothecate, pledge or otherwise create a security interest in all orany currently owned or subsequently acquired real or personal, movable orimmovable, property and undertaking of the Corporation, including book debts,rights, powers and franchises for the purpose of securing any such bonds,debentures, notes or other evidences of indebtedness or guarantee or any otherpresent or future indebtedness or liability of the Corporation. 

Nothing in this section limits or restricts the borrowing of money by theCorporation on bills of exchange or promissory notes made, drawn, accepted orendorsed by or on behalf of the Corporation. 

3.02 Delegation of Borrowing Power - The Board mayfrom time to time delegate to such one or more of the Directors and Officers ofthe Corporation as may be designated by the Board all or any of the powersconferred on the Board by Section 3.01 to such extent and in such manner as theBoard shall determine at the time of each such delegation. 

Section Four 

DIRECTORS 

4.01 Number of Directors and Quorum - Until changed inaccordance with the Act, the Board shall consist of not fewer than three (3) andnot more than ten (I0) Directors. Subject to Section 4.07 and subject also tothe Articles and the Act the quorum for the transaction of business at anymeeting of the Board shall consist of a majority of the Directors or such lessernumber of Directors as the Board may from time to time determine. 

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4.02 Qualification - No person shall be qualified forelection as a Director if he is less than Nineteen (19) years of age; if he isof unsound mind and has been so found by a Court in Canada or elsewhere; if heis not an individual; or if he has the status of bankrupt. A Director need notbe a Shareholder. 

4.03 Election and Term - Each Director named in theNotice of Directors filed at the time of continuance shall hold office from thedate of the Certificate of Continuance until the first Meeting of Shareholdersthereafter. An election of Directors shall take place at such first Meeting ofShareholders and at each annual meeting of Shareholders thereafter and all theDirectors then in office shall retire but, if qualified, shall be eligible forre-election. A Director shall retain office only until the election of hissuccessor. The number of Directors to be elected at any such meeting shall bethe number of Directors then in office unless the Directors or the Shareholdersotherwise determine. The election shall be by ordinary resolution of theShareholders. If an election of Directors is not held at the proper time, theincumbent Directors shall continue in office until their successors are elected.

4.04 Removal of Directors - Subject to the provisionsof the Act, the Shareholders may by ordinary resolution passed at a SpecialMeeting of Shareholders remove any Director from office and the vacancy createdby such removal may be filled at the same meeting failing which it may be filledby the Directors. 

4.05 Vacation of Office - A Director ceases to holdoffice when he dies; he is removed from office by the Shareholders; he ceases tobe qualified for election as a Director; or his written resignation is sent ordelivered to the Corporation, or if a time is specified in such resignation, atthe time so specified, whichever is later. 

4.06 Vacancies - Subject to the Act and the Articles,a quorum of the Board may fill a vacancy in the Board, except a vacancyresulting from an increase in the minimum number of Directors or from a failureof the Shareholders to elect the minimum number of Directors and if the Articlesso provide, a quorum of the Board may also add to their numbers and appointadditional Director(s) in accordance with the Act, but so that the total numberof Directors shall not exceed the maximum number fixed by Section 4.01. In theabsence of a quorum of the Board, or if the vacancy has arisen from a failure ofthe Shareholders to elect the minimum number of Directors, the Board shallforthwith call a Special Meeting of the Shareholders to fill the vacancy. If theBoard fails to call such meeting or if there are no such Directors then inoffice, any Shareholder may call such a meeting. 

4.07 Action by the Board - The Board shall manage thebusiness and affairs of the Corporation. The powers of the Board may beexercised by resolution passed at a meeting at which a quorum is present or byresolution in writing, whether by document, telegram, telecopy or any method oftransmitting legibly recorded messages or other means, signed by all theDirectors entitled to vote on that resolution at a meeting of the Board and anyresolution in writing so signed shall be as valid as if it had been passed at ameeting of Directors or a Committee of Directors and shall be held to relate toany date therein stated to be the effective date thereof, and a copy of everysuch resolution in writing shall be kept with the minutes of the proceedings ofDirectors or Committee of Directors. Where there is a vacancy in the Board, theremaining Directors may exercise all the powers of the Board so long as a quorumremains in office. Where the Corporation has only one Director, that Directormay constitute a meeting. An act of a Director is valid notwithstanding anyirregularity in his election or appointment or a defect in his qualifications.

4.08 Meetings by Telephone - If all of the Directorsconsent, a Director may participate in a meeting of the Board or of a Committeeof Directors by means of such telephone or other communications facilities aspermit all persons participating in the meeting to hear each other, and aDirector participating in such a meeting by such means is deemed to be presentat the meeting. Any such consent shall be effective whether given before orafter the meeting to which it relates and may be given with respect to allmeetings of the Board and of Committees of Directors held while a Director holdsoffice. 

4.09 Place of Meeting - Meetings of the Board may be held at any placein or outside Canada. 

4.10 Calling of Meetings - Meetings of the Board shallbe held from time to time and at such place as the Board may determine. Inaddition, each of the Chairman of the Board, the Managing Directors, thePresident or any two Directors may convene or direct the convening of a meetingof the Board. 

4.11 Notice of Meeting - Except as otherwise providedin Section 4.12, notice of the time and place of each meeting of the Board shallbe given in the manner provided in Section 12.01 to each Director not less thanforty-eight (48) hours before the time when the meeting is to be held. A noticeof a meeting of the Board need not specify the purpose of or the business to betransacted at the meeting except where Section 115(3) of the Act requires suchpurpose or business to be specified, including any proposal to: 

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(a) submit to the Shareholders any question or matter requiring approval ofthe Shareholders; 

(b) fill a vacancy among the Directors or in the office of auditor; 

(c) issue securities; 

(d) declare dividends; 

(e) purchase, redeem, or otherwise acquire shares of the Corporation; 

(f) pay a commission for the sale of shares; 

(g) approve a management proxy circular; 

(h) approve any annual financial statements; or 

(i) adopt, amend or repeal By-Laws. 

A Director may in any manner waive notice of or otherwise consent to ameeting of the Board either before or after the convening of the meeting. 

4.12 Regular Meetings - The Board may by resolution appoint a day ordays in any month or months for regular meetings of the Board at a place andhour to be named in the resolution. No notice shall be required for any suchregular meeting. 

4.13 First Meeting of New Board - Provided a quorum of Directors ispresent, each newly elected Board may without notice hold its first meetingimmediately following the Meeting of Shareholders at which such Board or portionthereof is elected. 

4.14 Adjourned Meeting - Notice of an adjourned meeting of the Boardis not required if the time and place of the adjourned meeting is announced atthe original meeting. 

4.15 Chairman - The Chairman of any meeting of theBoard shall be the first mentioned of such of the following Officers as havebeen appointed and who is a Director and is present at the meeting: Chairman ofthe Board, Managing Director, President, or a Vice-President who is a Director.If no such Officer is present, the Directors present shall choose one of theirnumber to be Chairman. 

4.16 Votes to Govern - At all meetings of the Board every questionshall be decided by a majority of the votes cast on the question. In cases of anequality of votes the Chairman of the meeting shall not be entitled to a secondor casting vote. 

4.17 Conflict of Interest - A Director or Officer whois a party to, or who is a Director or Officer of or has a material interest inany person who is a party to, a material contract or proposed material contractwith the Corporation shall disclose the nature and extent of his interest at thetime and in the manner provided by the Act. Any such contract or proposedcontract shall be referred to the Board or Shareholders for approval even ifsuch contract is one that in the ordinary course of the Corporation's businesswould not require approval by the Board or Shareholders, and a Directorinterested in a contract so referred to the Board shall not vote on anyresolution to approve the same except as provided by the Act. 

4.18 Remuneration and Expenses - The Directors shallbe paid such remuneration for their services as the Board may from time to timedetermine. The Directors shall also be entitled to be reimbursed for travellingand other expenses properly incurred by them in attending meetings of the Boardor any committee thereof. Nothing herein contained shall preclude any Directorfrom serving the Corporation in any other capacity and receiving remunerationtherefore. 

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Section Five 

COMMITTEES 

5.01 Committee of Directors

(a) The Board may  appoint one or more Committees of Directors, however designated, and delegate  to such committee any of the powers of the Board except those which, under the  Act, a Committee of Directors has no authority to exercise. 

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

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

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

5.02 Transaction of Business - Subject to theprovisions of Section 4.07, the powers of a Committee of Directors may beexercised by a meeting at which a quorum is present or by resolution in writingsigned by all the members of such committee who would have been entitled to voteon that resolution at a meeting of the committee. Meetings of such committee maybe held at any place in or outside Canada. 

5.03 Audit Committee - When required by the Act theBoard shall, and at any other time the Board may, elect annually from among itsnumber an audit committee to be composed of not fewer than three (3) directorsof whom a majority shall not be Officers or employees of the Corporation or itsaffiliates. The audit committee shall have the powers and duties provided in theAct. 

5.04 Procedure - Unless otherwise determined by the Board, eachCommittee of Directors shall have the power to fix its quorum at not less than amajority of its members, to elect its Chairman and to regulate its procedure.

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Section Six 

OFFICERS 

6.01 Appointment - The Board may from time to timeappoint a President, one or more Vice-Presidents (to which title maybe addedwords indicating seniority or function), a Secretary, a Treasurer and such otherOfficers as the Board may determine, including one or more assistants to any ofthe Officers so appointed (herein referred to as "Officers"). The Board mayspecify the duties of and, in accordance with this By-Law and subject to theprovisions of the Act, delegate to such Officers powers to manage the businessand affairs of the Corporation. Subject to Sections 6.02, 6.03 and 6.04, anOfficer may but need not be a Director and one person may hold more than oneoffice. 

6.02 Chairman of the Board - The Board may from timeto time also appoint a Chairman of the Board who shall be a Director. TheChairman of the Board shall, when present, preside at all meetings of the Board,Committees of Directors and at all Meetings of Shareholders. In addition, theBoard may assign to him any of the powers and duties that may by the provisionsof this By-law be assigned to the Managing Director or to the President; and heshall have such other powers and duties as the Board may specify. 

6.03 Managing Director - The Board may from time totime appoint a Managing Director who shall be a Director. If appointed, he shallbe the Chief Executive Officer and, subject to the authority of the Board, shallhave general supervision of the business and affairs of the Corporation; and heshall, subject to the provisions of the Act, have such other powers and dutiesas the Board may specify. During the absence or disability of the President, orif no President has been appointed, the Managing Director shall also have thepowers and duties of the President's office. 

6.04 President - The Board may from time to timeappoint a President who shall be a Director. The President, in the absence ornon-appointment of the Chairman of the Board, shall preside at meetings of theBoard and at all meetings of the Shareholders. He shall have general and activemanagement of the business and affairs of the Corporation, and withoutlimitation to the foregoing: 

(i) he shall have general  supervision and direction of all the other officers of the Corporation; 

(ii) he shall  submit the annual report of the Board, if any, and the annual balance sheets  and financial statements of the business and affairs and reports on the  financial position of the Corporation as required by the statutes to the  annual general meeting and from time to time shall report to the Board on all  matters within his knowledge which the interest of the Corporation requires to  be brought to their attention; and 

(iii) he shall be  ex-officio a member of all standing committees. 

6.05 Vice-President - A Vice-President shall have such powers andduties as the Board may specify. 

6.06 Secretary - The Secretary shall attend and be theSecretary of all meetings of the Board, of Shareholders and of Committees of theBoard and shall enter or cause to be entered in records kept for that purposeminutes of all proceedings thereat; he shall give or cause to be given, as andwhen instructed, all notices to Shareholders, Directors, Officers, the auditorand members of the Committees of Directors; he shall be the custodian of thestamp or mechanical device generally used for affixing the corporate seal of theCorporation and of all books, papers, records, documents and instrumentsbelonging to the Corporation, except when some other Officer or agent has beenappointed for that purpose; and he shall have such other powers and duties asthe Board may specify. 

6.07 Treasurer - The Treasurer shall keep properaccounting records in compliance with the Act and shall be responsible for thedeposit of money, the safekeeping of securities and the disbursement of thefunds of the Corporation; he shall render to the Board whenever required anaccount of all his transactions as Treasurer and of the financial position ofthe Corporation; and he shall have such other powers and duties as the Board mayspecify. 

6.08 Powers and Duties of Other Officers - The powersand duties of all other Officers shall be such as the terms of their engagementcall for or as the Board or the Chief Executive Officer may specify. Any of thepowers and duties of an Officer to whom an assistant has been appointed may beexercised and performed by such assistant, unless the Board otherwise directs.

6.09 Variation of Powers and Duties - The Board may from time to timeand subject to the provisions of the Act vary, add to or limit the powers andduties of any Officer. 

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6.10 Term of Office - The Board, in its discretion,may remove any Officer of the Corporation, without prejudice to such Officer'srights under any employment contract, otherwise each Officer appointed by theBoard shall hold office until the earlier of the date his resignation becomeseffective, the date his successor is appointed or the date that he ceases to bequalified for that office. 

6.11 Terms of Employment and Remuneration - The terms of employmentand the remuneration of Officers appointed by the Board shall be settled by itfrom time to time. 

6.12 Conflict of Interest - An Officer shall disclose his interest inany material contract or proposed material contract with the Corporation inaccordance with Section 4.17. 

6.13 Agents and Attorneys - The Board shall have power from time totime to appoint agents or attorneys for the Corporation in or outside of Canadawith such powers of management or otherwise (including the power tosub-delegate) as may be thought fit. 

6.14 Fidelity Bonds - The Board may require suchOfficers, employees and agents of the Corporation as the Board deems advisableto furnish bonds for the faithful discharge of their powers and duties, in suchform and with such surety as the Board may from time to time determine. 

Section Seven 

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS 

7.01 Limitation of Liability - No Director shall beliable for the acts, receipts, neglects or defaults of any other Director orOfficer or employee, or for joining in any receipt or other act for conformity,or for any loss, damage or expense happening to the Corporation through theinsufficiency or deficiency of title to any property acquired for or on behalfof the Corporation, or for the insufficiency or deficiency of any security in orupon which any of the moneys of the Corporation shall be invested, or for anyloss or damage arising from the bankruptcy, insolvency or tortious acts of anyperson with whom any of the moneys, securities or effects of the Corporationshall be deposited, or for any loss occasioned by any error of judgment oroversight on his part, or for any other loss, damage or misfortune whateverwhich shall happen in the execution of the duties of his office or in relationthereto, unless the same are occasioned by his own wilful neglect or default;provided that nothing herein shall relieve any Director or Officer from the dutyto act in accordance with the Act and the regulations thereunder or fromliability for any breach thereof. 

7.02 Indemnity - Subject to the limitations containedin the Act, and to the extent he is otherwise fairly and reasonably entitledthereto, the Corporation shall indemnify a Director or Officer, a formerDirector or Officer, or a person who acts or acted at the Corporation's requestas a Director or Officer of a body corporate of which the Corporation is or wasa Shareholder or creditor (or a person who undertakes or has undertaken anyliability on behalf of the Corporation or any such body corporate) and his heirsand legal representatives, against all costs, charges and expenses, including anamount paid to settle an action or satisfy a judgment, reasonably incurred byhim in respect of any civil, criminal or administrative action or proceeding towhich he is made a party by reason of being or having been a Director or Officerof the Corporation or such body corporate, if 

(a) he acted honestly and in good faith with a view to the best interests ofthe Corporation; and 

(b) in the case of a criminal or administrative action or proceeding that isenforced by a monetary penalty, he had reasonable grounds for believing that hisconduct was lawful. 

7.03 Insurance - Subject to the limitations contained in the Act, theCorporation may purchase and maintain such insurance for the benefit of itsDirectors and Officers as such, as the Board may from time to time determine.

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Section Eight 

SHARES 

8.01 Allotment and Issue - The Board may from time totime allot, or grant options to purchase the whole or any part of the authorizedand unissued shares of the Corporation at such times and to such persons and forsuch consideration as the Board shall determine, provided that no share shall beissued until it is fully paid as prescribed by the Act. Subject to the Articles,no holder of any class of share of the capital of the Corporation shall beentitled as of right to subscribe for, purchase or receive any part of any newor additional issue of shares of any class, whether now or hereafter authorizedor any bonds, debentures or other securities convertible into shares of anyclass. 

8.02 Commissions - The Board may from time to timeauthorize the Corporation to pay a reasonable commission to any person inconsideration of his purchasing or agreeing to purchase shares of theCorporation, whether from the Corporation or from any other person, or procuringor agreeing to procure purchasers for any such shares. 

8.03 Registration of Transfer 

(a) Subject to theprovisions of the Act, no transfer of shares shall be registered in a securitiesregister except upon presentation of the Certificate representing such shareswith a transfer endorsed thereon or delivered therewith duly executed by theregistered holder or by his attorney or successor duly appointed, together withsuch reasonable assurance or evidence of signature, identification and authorityto transfer as the Board may from time to time prescribe, upon payment of allapplicable taxes and any fees prescribed by the Board, upon compliance with suchrestrictions on transfer, if any, as are authorized by the Articles, and uponsatisfaction of any lien referred to in Section 8.05. 

(b) The signatureof the registered owner of any shares, or of his duly authorized attorney, uponan authorized instrument of transfer shall constitute a complete and sufficientauthority to the Corporation, its Directors, Officers and agents to register, inthe name of the transferee as named in the instrument of transfer, the number ofshares specified therein or, if no number is specified, all the shares of theregistered owner represented by share certificates deposited with the instrumentof transfer. If no transferee is named in the instrument of transfer, theinstrument of transfer shall constitute a complete and sufficient authority tothe corporation, its Directors, Officers and agents to register, in the name ofthe person in whose behalf any certificate for the shares to be transferred isdeposited with the Corporation for the purpose of having the transferregistered, the number of shares specified in the instrument of transfer or, ifno number is specified, all the shares represented by all share certificatesdeposited with the instrument of transfer. 

(c) Neither theCorporation nor any Director, Officer or agent thereof shall be bound to inquireinto the title of the person named in the form of transfer as transferee, or, ifno person is named therein as transferee, of the person on whose behalf thecertificate is deposited with the Corporation for the purpose of having thetransfer registered or be liable to any claim by such registered owner or by anyintermediate owner or holder of the certificate or of any of the sharesrepresented thereby or any interest therein for registering the transfer, andthe transfer, when registered, shall confer upon the person in whose name theshares have been registered a valid title to such shares. 

(d) Everyinstrument of transfer shall be executed by the transferor and left at theregistered office of the Corporation or at the office of its transfer agent orbranch transfer agent or registrar for registration together with the sharecertificate for the shares to be transferred and such other evidence if any, asthe Board or the transfer agent or branch transfer agent or registrar or branchregistrar may require to prove the title of the transferor or his right totransfer the shares and the right of the transferee to have the transferregistered. All instruments of transfer where the transfer is registered shallbe retained by the Corporation or its transfer agent or branch transfer agent orregistrar or branch\registrar and any instrument of transfer, where the transferis not registered, shall be returned to the person depositing the same togetherwith the share certificate which accompanied the same when tendered forregistration. 

(e) There shall be paid to theCorporation in respect of the registration of any transfer such sum, if any, asthe Board may from time to time determine. 

8.04 Transfer Agents and Registrars - The Board may from time to timeappoint a registrar to maintain the securities register and a transfer agent tomaintain the register of transfers and may also appoint one or more branchregistrars to maintain branch 

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securities registers and one or more branch transfer agents to maintainbranch registers of transfer, but one person may be appointed both registrar andtransfer agent. The Board may at any time terminate any such appointment. 

8.05 Lien for Indebtedness - If the Articles providethat the Corporation shall have a lien on shares registered in the name of aShareholder indebted to the Corporation, such lien may be enforced, subject toany other provision of the Articles, by the sale of the shares thereby affectedor by any other action, suit, remedy or proceeding authorized or permitted bylaw or by equity and, pending such enforcement, may refuse to register atransfer of the whole or any part of such shares. 

8.06 Non-Recognition of Trusts - Subject to theprovisions of the Act, the Corporation shall treat as absolute owner of theshare the person in whose name the share is registered in the securitiesregister as if that person had full legal capacity and authority to exercise allrights of ownership, irrespective of any indication to the contrary throughknowledge or notice or description in the Corporation's records or on the sharecertificate. 

8.07 Share Certificates - Every holder of one or moreshares of the Corporation shall be entitled, at his option, to a sharecertificate, or to a non-transferable written acknowledgement of his right toobtain a share certificate, stating the number and list or series of shares heldby him as shown on the securities register. Share Certificates andacknowledgements of a Shareholder's right to a share certificate, respectively,shall be in such form as the Board shall from time to time approve. Any sharecertificate shall be signed in accordance with Section 2.04 and need not beunder the corporate seal; provided that, unless the Board otherwise determines,certificates representing shares in respect of which a transfer agent and/orregistrar has been appointed shall not be valid unless countersigned by or onbehalf of such transfer agent and/or registrar. The signature of one of thesigning Officers or, in the case of share certificates which are not validunless countersigned by or on behalf of a transfer agent and/or registrar, thesignatures of both signing Officers, may be printed or mechanically reproducedin facsimile upon share certificates and every such facsimile signature shallfor all purposes be deemed to be the signature of the Officer whose signature itreproduces and shall be binding upon the Corporation. A share certificateexecuted as aforesaid shall be valid notwithstanding that one or both of theOfficers whose facsimile signature appears thereon no longer holds office at thedate of issue of the Certificate. 

8.08 Replacement of Share Certificates - The Board orany Officer or agent designated by the Board may in its or his discretion directthe issue of a new share certificate in lieu of and upon cancellation of a sharecertificate that has been mutilated or in substitution for a share certificateclaimed to have been lost, destroyed or wrongfully taken or which does notcomply as to form with the requirements from time to time of the Act in thisregard, on payment of such fee as the Board may direct and on such terms as toindemnity, reimbursement of expenses and evidence of loss and of title as theBoard may from time to time prescribe, whether generally or in any particularcase. 

8.09 Joint Shareholders - If two or more persons areregistered as joint holders of any share, the Corporation shall not be bound toissue more than one certificate in respect thereof, and delivery of suchcertificate to one of such persons shall be sufficient delivery to all of them.Any one of such persons may give effectual receipts for the certificate issuedin respect thereof or for any dividend, bonus, return of capital or other moneypayable or warrant issuable in respect of such share. Joint Shareholders maycollectively designate in writing an address as their recorded address forservice of notice and payment of dividends but in default of such designationthe address of the first named joint Shareholder shall be deemed to be therecorded address aforesaid. 

8.10 Deceased Shareholders - In the event of the deathof a holder, or of one of the joint holders, of any share, the Corporation shallnot be required to make any entry in the securities register in respect thereofor to make payment of any dividends thereon except upon production of all suchdocuments as may be required by law and upon compliance with the reasonablerequirements of the Corporation and its transfer agents. 

Section Nine 

DIVIDENDS AND RIGHTS 

9.01 Dividends - Subject to the provisions of the Act,the Board may from time to time declare dividends payable to the Shareholdersaccording to their respective rights and interest in the Corporation. Dividendsmay be paid in money or property or by issuing fully paid shares of theCorporation. 

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9.02 Dividend Cheques - A dividend payable in cashshall be paid by cheque drawn on the Corporation's bankers or one of them to theorder of each registered holder of shares of the class or series in respect ofwhich it has been declared and mailed by prepaid ordinary mail to suchregistered holder at his recorded address, unless such holder otherwise directs.In the case of joint holders the cheque shall, unless such joint holdersotherwise direct, be made payable to the order of all of such joint holders andmailed to them at their recorded address. The mailing of such cheque asaforesaid, unless the same is not paid on due presentation, shall satisfy anddischarge the liability for the dividend to the extent of the sum representedthereby plus the amount of any tax which the Corporation is required to and doeswithhold. 

9.03 Non-Receipt of Cheques - In the event ofnon-receipt of any dividend cheque by the person to whom it is sent asaforesaid, the Corporation shall issue to such person a replacement cheque for alike amount on such terms as to indemnity, reimbursement of expenses andevidence of non-receipt and of title as the Board may from time to timeprescribe, whether generally or in any particular case. 

9.04 Record Date for Dividends and Rights - The Boardmay fix in advance a date, preceding by not more than fifty (50) days the datefor the payment of any dividend or the date for the issue of any warrant orother evidence of right to subscribe for securities of the Corporation, as arecord date for the determination of the persons entitled to receive payment ofsuch dividend or to exercise the right to subscribe for such securities,provided that, where the Corporation is a distributing Corporation for thepurposes of the Act, notice of any such record date is given not less than seven(7) days before such record date by newspaper advertisement and otherwise in themanner provided in the Act. Where no record date is fixed in advance asaforesaid, the record date for the determination of the persons entitled toreceive payment of any dividend or to exercise the right to subscribe forsecurities of the Corporation shall be at the close of business on the day onwhich the resolution relating to such dividend or right to subscribe is passedby the Board. 

9.05 Unclaimed Dividends - Any dividend unclaimed after a period ofsix (6) years from the date on which the same has been declared to be payableshall be forfeited and shall revert to the Corporation. 

Section Ten 

MEETINGS OF SHAREHOLDERS 

10.01 Annual Meetings - The annual meeting ofShareholders shall be held at such time in each year and, subject to the Act andto Section 10.04, at such place as the Board, the Chairman of the Board, theManaging Director or the President may from time to time determine, for thepurpose of considering the financial statements and reports required by the Actto be placed before the annual meeting, electing Directors, appointing auditorsand for the transaction of such other business as may properly be brought beforethe meeting. 

10.02 Special Meetings - The Board, the Chairman of the Board, theManaging Director or the President shall have power to call a Special Meeting ofShareholders at any time. 

10.03 Special Business - All business transacted at aSpecial Meeting of Shareholders and all business transacted at an annual meetingof Shareholders, except consideration of the financial statements, auditorsreports, election of directors and reappointment of the incumbent auditors, isdeemed to be special business. 

10.04 Place of Meeting - Subject to the Articles, Meetings ofShareholders may be held at Vancouver, British Columbia or such other place orplaces as the directors in their absolute discretion may determine from time totime. 

10.05 Notice of Meeting - Notice of the time and placeof each Meeting of Shareholders shall be given in the manner provided in Section12.01 not less than twenty-one (21) nor more than fifty (50) days before thedate of the meeting to each Director, to the auditor and to each Shareholder whoat the close of business on the record date, if any, for notice is entered inthe securities register as the holder of one or more shares carrying the rightto vote at the meeting. Notice of a Meeting of Shareholders called for anypurpose other than consideration of the financial statements and auditor'sreport, election of Directors and re-appointment of the incumbent auditor shallstate the nature of such business in sufficient detail to permit theShareholders to form a reasoned judgment thereon and shall state the text of anyspecial resolution to be submitted to the meeting. A Shareholder and any otherperson entitled to attend a Meeting of Shareholders may in any manner waivenotice of or otherwise consent to a Meeting of Shareholders. 

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10.06 List of Shareholders Entitled to Notice - Forevery Meeting of Shareholders, at any time that the Corporation has more thanfifteen (15) Shareholders entitled to vote at a Meeting of Shareholders, theCorporation shall prepare a list of Shareholders entitled to receive notice ofthe meeting, arranged in alphabetical order and showing the number of sharesentitled to vote at the meeting held by each Shareholder. If a record date forthe meeting is fixed pursuant to Section 10.07, the Shareholders listed shall bethose registered or constructively registered pursuant to the Act at the closeof business on the record date, such list to be prepared on a day not later thanten (10) days after such record date. If no record date is fixed, the list ofShareholders shall be prepared no later than at the close of business on the dayimmediately preceding the day on which notice of the meeting is given, or whereno such notice is given, the day on which the meeting is held. The list shall beavailable for examination by any Shareholder during usual business hours at therecords office of the Corporation or at the place where the central securitiesregister is kept and at the place where the meeting is held. 

10.07 Record Date for Notice - The Board may fix inadvance a record date, preceding the date of any Meeting of Shareholders by notmore than fifty (50) days and not less than twenty-one (21) days for thedetermination of the Shareholders entitled to notice of the meeting, providedthat notice of any such record date is given, not less than seven (7) daysbefore such record date, by newspaper advertisement in the manner provided inthe Act. If no record date is so fixed, the record date for the determination ofthe Shareholders entitled to notice of the meeting shall be the close ofbusiness on 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. 

10.08 Meetings Without Notice - A Meeting of Shareholders may be heldwithout notice at any time and place permitted by the Act: 

(a) if all the Shareholdersentitled to vote thereat are present in person or represented by proxy or ifthose not present or represented by proxy waive notice of or otherwise consentedto such meeting being held, and 

(b) if the auditor and theDirectors are present or waived notice of or otherwise consent to such meetingbeing held. 

At such meeting any business may be transacted which theCorporation at a Meeting of Shareholders may transact. If the meeting is held ata place outside the Yukon Territory, Shareholders not present or represented byproxy, but who have waived notice of or otherwise consented to such meeting,shall also be deemed to have consented to the meeting being held at such place.

10.09 Meetings by Telephone - If all the Shareholdersconsent, a Shareholder may participate in a Meeting of Shareholders by means ofsuch telephone or other communications facilities as permit all personsparticipating in the meeting to hear each other, and a Shareholder participatingin such a meeting by such means is deemed to be present at the meeting. Any suchconsent shall be effective whether given before or after the meeting to which itrelates. 

10.10 Chairman, Secretary and Scrutineers - TheChairman of any Meeting of Shareholders shall be the first mentioned of such ofthe following Officers as having been appointed and who is present at themeeting: Chairman of the Board, President, Managing Director, or aVice-President. If no such Officer is present within fifteen (15) minutes fromthe time fixed for holding the meeting, the persons present and entitled to voteshall choose one of their number to be Chairman. If the Secretary of theCorporation is absent, the Chairman shall appoint some person, who need not be aShareholder, to act as Secretary of the meeting. If desired, one or morescrutineers, who need not be Shareholders, may be appointed by a resolution orby the Chairman with the consent of the meeting. 

10.11 Persons Entitled to be Present - The onlypersons entitled to be present at a Meeting of Shareholders shall be thoseentitled to vote thereat, the Directors and auditor of the Corporation andothers who, although not entitled to vote, are entitled or required under anyprovision of the Act or the Articles or By-Laws to be present at the meeting.Any other person may be admitted only on the invitation of the Chairman of themeeting or with the consent of the meeting. 

10.12 Quorum - Save as herein otherwise provided, aquorum shall be two shareholders present in person or represented by proxy. Ifthere is only one shareholder, the quorum is one person present and being, orrepresenting by proxy, such shareholder. The Directors, the Secretary or, in hisabsence, an assistant Secretary, and the solicitor of the Corporation shall beentitled to attend at any general meeting but no such person shall be counted inthe quorum or be entitled to vote at any general meeting unless he is ashareholder or proxyholder entitled to vote thereat. If a quorum is present atthe opening of any Meeting of Shareholders, the Shareholders present orrepresented by proxy may proceed with the business of the meetingnotwithstanding that a quorum is not present throughout the meeting. 

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10.13 Right to Vote - Record Date for Voting - Subjectto the provisions of the Act as to authorized representative of any other bodycorporate, at any Meeting of Shareholders in respect of which the Corporationhas prepared the list referred to in Section 10.06, every person who is named insuch list shall be entitled to vote the shares shown thereon opposite his nameexcept, where the Corporation has fixed a record date in respect of such meetingpursuant to Section 10.07, to the extent that such person has transferred any ofhis shares after such record date and the transferee, upon producing properlyendorsed Certificates evidencing such shares or otherwise establishing that heowns such shares, demands not later than ten (10) days before the meeting thathis name be included in such list, in which event the transferee alone shall beentitled to vote the transferred shares at the meeting. Where no record date fornotice has been fixed and no notice of meeting given, or in the absence of alist prepared as aforesaid in respect of a Meeting of Shareholders, every personshall be entitled to vote at the meeting who at the time is entered in thesecurities register as the holder of one or more shares carrying the right tovote at such meeting. 

10.14 Proxies

(a) EveryShareholder entitled to vote at a Meeting of Shareholders, may appoint aproxyholder, or one or more alternate proxyholders, who need not beShareholders, to attend and act at the meeting in the manner and to the extentauthorized and with the authority conferred by the proxy. A proxy shall be inwriting executed by the Shareholder or his attorney and shall conform with therequirements of the Act. An instrument of proxy shall be valid only at themeeting in respect of which it is given or any adjournment thereof. 

(b) Anycorporation, other than a Prohibited Corporate Shareholder, which is aShareholder of the Corporation may by resolution of its Directors or othergoverning body authorize such person as it thinks fit to act as itsrepresentative at any meeting. The person so authorized shall be entitled toexercise in respect of and at such meeting the same powers on behalf of thecorporation which he represents as that corporation could exercise if it were anindividual member of the Corporation personally present, including, withoutlimitation, the right, unless restricted by such resolution, to appoint aproxyholder to represent such corporation, and shall, if present at the meeting,be counted for the purpose of forming a quorum and be deemed to be a memberpresent at the meeting. Evidence of the appointment of any such representativemay be sent to the Corporation by written instrument, telegram, telex, facsimileor any method of transmitting legibly recorded messages. 

10.15 Time for Deposit of Proxies - The Board mayspecify in a notice calling a Meeting of Shareholders a time, preceding the timeof such meeting by not more than forty-eight (48) hours exclusive ofnon-business days, before which time proxies to be used at such meeting must bedeposited. A proxy shall be acted upon only if, prior to the time so specified,it shall have been deposited by written instrument, telegram, telex, facsimileor any method of transmitting legibly recorded messages with the Corporation oran agent thereof specified in such notice or, if no such time is specified insuch notice, unless it has been received by the Secretary of the Corporation orby the Chairman of the meeting or any adjournment thereof prior to the time ofvoting. 

10.16 Joint Shareholders - If two or more persons holdshares jointly, any one of them present in person or represented by proxy at aMeeting of Shareholders may, in the absence of the other or others, vote theshares but if two or more of those persons are present in person or representedby proxy and vote, they shall vote as one on the shares jointly held by them andin the absence of agreement between those so voting the person named first inthe Register shall vote the shares. 

10.17 Votes to Govern - At any Meeting of Shareholdersevery question shall, unless otherwise required by the Articles, ByLaws or bylaw, be determined by the majority of the votes cast on the question. In case ofan equality of votes either upon a show of hands or upon a poll, the Chairman ofthe meeting shall not be entitled to a second or casting vote. 

10.18 Motion - The Chairman may propose or second a motion. 

10.19 Show of Hands - Subject to the provisions of theAct any question at a Meeting of Shareholders shall be decided by a show ofhands unless a ballot thereon is required or demanded as hereinafter provided.Upon a show of hands, every person who is present and entitled to vote shallhave one vote. Whenever a vote by show of hands shall have been taken upon aquestion, unless a ballot thereon is so required or demanded, a declaration bythe Chairman of the meeting that the vote upon the question has been carried orcarried by a particular majority or not carried, an entry to that effect in theminutes of the meeting shall be conclusive evidence of the fact without proof ofthe number or proportion of the votes recorded in favour of or 

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against any resolution or other proceeding in respect of the said question,and the result of the vote so taken shall be the decision of the Shareholdersupon the said question. 

10.20 Ballots 

(a) On any questionproposed for consideration at a Meeting of Shareholders, and whether or not ashow of hands has been taken thereof, any Shareholder or proxyholder entitled tovote at the meeting may require or demand a ballot. A ballot so required ordemanded shall be taken in such manner as the Chairman shall direct. Arequirement or demand for a ballot may be withdrawn at any time prior to thetaking of the ballot. If a ballot is taken each person present shall be entitledin respect of the shares which he is entitled to vote at the meeting upon thequestion, to that number of votes provided by the Act or the Articles, and theresult of the ballot so taken shall be the decision of the Shareholders upon thesaid question. 

(b) No ballot maybe demanded on the election of a Chairman. A ballot demanded on a question ofadjournment shall be taken forthwith. A ballot demanded on any other questionshall be taken as soon as, in the opinion of the Chairman, is reasonablyconvenient, but in no event later than seven (7) days after the meeting and atsuch time and place and in such manner as the Chairman of the meeting directs.The result of the ballot shall be deemed to be the resolution of and passed atthe meeting at which the ballot was demanded. Any business other than that uponwhich the ballot has been demanded may be proceeded with pending the taking ofthe ballot. In any dispute as to the admission or rejection of a vote thedecision of the Chairman made in good faith shall be final and conclusive. 

10.21 Adjournment - If a Meeting of Shareholders isadjourned for less than thirty (30) days, it shall not be necessary to givenotice of the adjourned meeting, other than by announcement at the earliestmeeting that it is adjourned. If a Meeting of Shareholders is adjourned by oneor more adjournments for an aggregate of thirty (30) days or more, notice of theadjourned meeting shall be given as for an original meeting. At any suchadjourned meeting no business shall be transacted other than business leftunfinished at the meeting from which the adjournment took place. 

10.22 Resolution in Writing - A resolution in writingsigned by all the Shareholders entitled to vote on that resolution at a Meetingof Shareholders is as valid as if it had been passed at a Meeting ofShareholders, and shall be held to relate to any date therein stated to be theeffective date thereof. 

10.23 Only One Shareholder - Where the Corporation has only oneShareholder or only one holder of any class or series of shares, the Shareholderpresent in person or by proxy constitutes a meeting. 

10.24 Only Two Shareholders - Where the Corporationhas only two Shareholders a quorum for transaction of business at any Meeting ofShareholders shall be one (1) person present in person, being a Shareholderentitled to vote thereat, or a duly appointed proxy of said Shareholder, holdingnot less than ten percent (10%) of the outstanding shares of the Corporationentitled to vote at the meeting. 

Section Eleven 

DIVISIONS AND DEPARTMENTS 

11.01 Creation and Consolidation of Divisions - TheBoard may cause the business and operations of the Corporation or any partthereof to be divided or to be segregated into one or more divisions upon suchbasis, including without limitation, character or type of operation,geographical territory, product manufactured or service rendered, as the Boardmay consider appropriate in each case. The Board may also cause the business andoperations of any such division to be further divided into sub-units and thebusiness and operations of any such divisions or sub-units to be consolidatedupon such basis as the Board may consider appropriate in each case. 

11.02 Name of Division - Subject to the Act anydivision or its sub-units may be designated by such name as the Board may fromtime to time determine and may transact business, enter into contracts, signcheques and other documents of any kind and do all acts and things under suchname, provided that the Corporation shall set out its name in legible charactersin all contracts, invoices, negotiable instruments and orders for goods orservices issued or made by or on behalf of the Corporation. Any such 

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contract, cheque or documents shall be binding upon the Corporation as if ithad been entered into or signed in the name of the Corporation. 

11.03 Officers of Division - From time to time theBoard or if authorized by the Board, the Chief Executive Officer, may appointone or more Officers for any division, prescribe their powers and duties andsettle their terms of employment and remuneration. The Board or, if authorizedby the Board, the Chief Executive Officer, may remove at its or his pleasure anyOfficers so appointed, without prejudice to such Officer's right under anyemployment contract. Officers of divisions or their subunits shall not, as such,be Officers of the Corporation. 

Section Twelve 

NOTICES 

12.01 Method of Giving Notices - Any notice (whichterm includes any communication or document) to be given (which term includessent, delivered or served) pursuant to the Act, the regulations thereunder, theArticles, the By-Laws or otherwise to a Shareholder, Director, Officer, auditoror member of a Committee of Directors shall be sufficiently given if deliveredpersonally to the person to whom it is to be given or if delivered to hisrecorded address by any means of prepaid transmitted or recorded communication.A notice so delivered shall be deemed to have been given when it is deliveredpersonally or to the recorded address as aforesaid; a notice so mailed shall bedeemed to have been received by him at the time it would be delivered in theordinary course of mails; and a notice so sent by any means of transmitted orrecorded communication shall be deemed to have been given when dispatched ordelivered to the appropriate communication corporation or agency or itsrepresentative for dispatch. Subject to the Act, a notice of Meeting ofShareholders shall be deemed to have been sent to the Shareholder on the day onwhich it is deposited in the mail. The Secretary may change or cause to bechanged the recorded address of any Shareholder, Director, Officer, auditor ormember of a Committee of Directors in accordance with any information believedby him to be reliable. 

12.02 Notice to Joint Shareholders - If two or morepersons are registered as joint holders of any share, any notice shall beaddressed to all of such joint holders but notice given to any one or more ofsuch persons at the recorded address for such joint shareholders shall besufficient notice to all of them. 

12.03 Computation of Time - In computing the date whennotice must be given under any provision requiring a specified number of daysnotice of any meeting or other event, the date of giving the notice shall beexcluded and the date of the meeting or other event in respect of which thenotice is being given shall be included. 

12.04 Undelivered Notices - If any notice given to a Shareholderpursuant to Section 12.01 is returned on three (3) consecutive occasions becausehe cannot be found or served or is unknown at his recorded address, theCorporation****

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12.07 Persons Entitled by Death or Operation of Law -Every person who by operation of law, transfer, death of a Shareholder or anyother means whatsoever, shall become entitled to any share, shall be bound byevery notice in respect of such share which shall have been duly given to theShareholder from whom he derives his title prior to such person's name andaddress being entered on the securities register (whether such notice was givenbefore or after the happening of the event upon which he became so entitled) andprior to his furnishing to the Corporation the proof of authority or evidence ofhis entitlement prescribed by the Act. 

12.08 Waiver of Notice - Any Shareholder (or his dulyappointed proxyholder), Director, Officer, auditor or member of a Committee ofDirectors may at any time waive the sending of any notice, or waive or abridgethe time for any notice, required to be given to him under any provision of theAct, the regulations thereunder, the Articles, the By-Laws or otherwise and suchwaiver or abridgement shall cure any default in the giving or the time of suchnotice, as the case may be. Any such waiver or abridgement shall be in writingexcept a waiver of notice of a Meeting of Shareholders or of the Board which maybe given in any manner. 

ENACTED by the Board the 27th day of August, 2001. 

           [Signed]                   Director 

CONFIRMED by the Shareholders at a Meeting of the Shareholders held the 19thday of May, 1998. 

           [Signed]                   Secretary of the Shareholders Meeting