<PAGE> 46

                           COMPANY ACT

  CANADA

PROVINCE OF BRITISH COLUMBIA


                   CERTIFICATE OF INCORPORATION


                      I Hereby Certify that

                         521345 B.C. LTD.


       has this day been incorporated under the Company Act


      Issued under my hand at Victoria, British Columbia 
                        on June 05, 1996



[SEAL]         /s/ J. S. Powell
               John S.  Powell
               Registrar of Companies


























<PAGE> 47

                              FORM 1
                           (SECTION 5)

                           COMPANY ACT

                            MEMORANDUM



  I wish to be formed into a Company with limited liability
under the Company Act pursuant to this Memorandum.

1.   The name of the Company is 52,1345 B.C. LTD.

2.   The authorized capital of the Company consists of 23,000
     shares divided into the following: ONE THOUSAND (1,000)
     Class "A" Common Voting Shares without par value; ONE
     THOUSAND (1,000) Class "B" Common Voting Shares without par
     value; ONE THOUSAND (1,000) Class "C" Common Non-Voting
     Shares without par value; TEN THOUSAND (10,000) Class "D"
     Preference Shares with a par value of ONE HUNDRED ($100.00)
     DOLLARS each; TEN THOUSAND (10,000) Class "E" Preference
     Shares without par value.

3.   The shares of the Company shall have attached thereto the
     Special Rights and Restriction more particularly set out in
     the Articles of the Company.

4.   I agree to take the number and kind of shares in the Company
     set opposite my name.

FULL NAME, RESIDENT ADDRESS     NUMBER AND KIND OF SHARES
AND OCCUPATION OF SUBSCRIBER    TAKEN BY SUBSCRIBER

Neil William Vallance           One Hundred (100) Class
2159 Quimper Street             "A" Common Voting Shares
Victoria, B.C.                  Without Par Value
V85 2H7
Barrister and Solicitor

TOTAL SHARES TAKEN:             One Hundred (100) Class
                                "A" Common Voting Shares
                                Without Par Value

Dated this 29th day of May, 1996, at the City of Victoria, in the
Province of British Columbia. 

               SUBSCRIBERS SIGNATURE:


               /s/ Neil William Vallance
               Neil William Vallance

<PAGE> 48
                   PROVINCE OF BRITISH COLUMBIA

                             INDEX TO

                           ARTICLES OF

                        521345  B.C. LTD.

PART 1 - INTERPRETATION  . .  . .  . .  . .  . .  . .  . .  - 1 -

PART 2 - SHARES  .  . .  . .  . .  . .  . .  . .  . .  . .  - 1 -

PART 3 - TRANSFER AND TRANSMISSION OF SHARES . .  . .  . .  - 2 -
           
PART 4 - REDEMPTION AND PURCHASE OF SHARES BY THE COMPANY   - 3 - 
                  
PART 5 - ALTERATION OF CAPITAL AND SHARES .  . .  . .  . .  - 3 - 
        
PART 6 - BORROWING POWERS  .  . .  . .  . .  . .  . .  . .  - 3 -
 
PART 7 - GENERAL MEETINGS  .  . .  . .  . .  . .  . .  . .  - 4 -

PART 8 - PROCEEDINGS AT GENERAL MEETINGS  .  . .  . .  . .  - 4 -

PART 9 - VOTES OF MEMBERS  .  . .  . .  . .  . .  . .  . .  - 6 -

PART 10 - DIRECTORS   .  . .  . .  . .  . .  . .  . .  . .  - 7 -

PART 11 - RETIREMENT AND ELECTION OF DIRECTORS .  . .  . .  - 7 -

PART 12 - PROCEEDINGS OF DIRECTORS   .  . .  . .  . .  . .  - 8 -

PART 13 - OFFICERS  . .  . .  . .  . .  . .  . .  . .  . .  - 9 -

PART 14 - EXECUTION OF INSTRUCTION . .  . .  . .  . .  . .  - 9 -

PART 15 - DIVIDENDS   .  . .  . .  . .  . .  . .  . .  . .  - 9 -

PART 16 - ACCOUNTS  . .  . .  . .  . .  . .  . .  . .  . .  -10 -

PART 17 - NOTICES   . .  . .  . .  . .  . .  . .  . .  . .  -10 -

PART 18 - FEES   .  . .  . .  . .  . .  . .  . .  . .  . .  -11 -

PART 19 - LIMITATIONS ON MEMBERSHIP AND 
  OFFERING OF SECURITIES . .  . .  . .  . .  . .  . .  . .  -11 -

PART 20 - SPECIAL RIGHTS AND RESTRICTIONS .  . .  . .  . .  -11 -






<PAGE> 49

                          "COMPANY ACT"

                           ARTICLES OF

                         521345 B.C. LTD.

                     PART 1 - INTERPRETATION

1.1  In these Articles, unless the context otherwise requires,

  (a)  "directors" means the directors of the Company for the
       time being;

  (b)  "Company Act" means the Company Act of the Province of
       British Columbia from time to time in force and all
       amendments thereto;

  (c)  "register" means the register of members to be kept
       pursuant to the Company Act;

  (d)  "registered address" of a director means his address as
       recorded in the Company's register of directors to be
       kept pursuant to the Company Act.

1.2  Words importing the singular include the plural and vice
versa, and words importing a male person include a female person
and a corporation.

1.3  The definitions in the Company Act on the date these
Articles become effective shall, with the necessary changes and
so far as are applicable, apply to these Articles.

                         PART 2 - SHARES

2.1  Before allotting any shares the directors shall first offer
those shares pro rata to the members, but if there are classes of
shares, the directors shall first offer the shares to be allotted
pro rata to the members holding shares of the class proposed to
be allotted, and if any shares remain, the directors shall then
offer the remaining shares pro rata to the other members.  The 
offer shall be made by notice specifying the number of shares
offered and limiting a time for acceptance.  After the expiration
of the time for acceptance or on receipt of written confirmation
from the person to whom the offer is made that he declines to
accept the offer, and if there are no other members holding
shares who should first receive an offer, the directors may for
three months thereafter offer the shares to such persons and in
such manner as they think most beneficial to the Company, but the
offer to those persons shall not be at a price less than or on
terms more favorable than the offer to the members.


<PAGE> 50

2.2  Every share certificate issued by the Company shall be in
such form as the directors approve and shall comply with the
Company Act.

2.3  If any share certificate is worn out or defaced, then, upon
production of that certificate to the directors, they may order
the same to be cancelled and may issue a new certificate in place
of that certificate; and if any share certificate is lost or
destroyed, then, upon proof of the loss or destruction to the
satisfaction of the directors, upon paying the Company the fee
prescribed in Article 18.1, and upon giving such indemnity as the
directors deem adequate, a new certificate in place of the lost
or destroyed certificates shall be issued to the party entitled
to it.

2.4  A share certificate registered in the names of two or more
persons shall be delivered to the person first named on the
register.

2.5  No shares without par value shall be allotted or issued at a
price or for a consideration less than the price or consideration
determined by the directors.

2.6  The Company may pay a commission or allow a discount to any
person in consideration of his subscribing of agreeing to
subscribe, or procuring or agreeing to procure subscriptions,
whether absolutely or conditionally, for shares with par value,
but so long as the Company is not a specially limited company,
the commission and discount in aggregate shall not exceed twenty-
five percent of the amount of the subscription price.

           PART 3 - TRANSFER AND TRANSMISSION OF SHARES

3.1  The instrument of transfer of any share shall be in writing
in the following form or in any usual or common form or any other
form that the directors may approve:

  I/WE, ________________________ in consideration of $________
  paid to me/us by ___________________ (the "transferee"),
  hereby transfer to the transferee ("number and class, if
  any") shares in ("name of Company") to hold unto the
  transferee, his executors, administrators, and assigns,
  subject to the several conditions on which I held the same
  at the time of the execution of this assignment; and the
  transferee, by acceptance of this assignment, agrees to take
  those shares subject to those conditions.

  Signed this _____ day of __________ 19___.

       Signature of transferor(s)
  Witness to the signature of the transferor(s)

<PAGE> 51

  If the directors so require, each instrument of transfer shall
be in respect of only one class of shares.

3.2  Every instrument of transfer shall be executed by the
transferor and left at the registered office of the Company
together with the share certificate for the shares to be
transferred and such other evidence, if any, as the directors may
require to prove the title of the transferor or his right to
transfer the shares.  All instruments of transfer which are
registered shall be retained by the Company but any instrument of
transfer that the directors decline to register shall be returned
to the person depositing the same, together with the share
certificate which accompanied the same when tendered for
registration.  The transferor shall remain the holder of the
share until the name of the transferee is entered on the register
in respect of that share.

3.3  The signature of the registered owner of any shares or of
his duly authorized attorney upon the form of transfer
constitutes an authority to the Company to register the share
specified in the form of transfer in the name of the person named
in that form as transferee or, if no person is so named, then in
any name designated in writing by the person depositing the share
certificate and the form of transfer with the Company.

3.4  Neither the Company nor any director, officer, or agent is
bound to inquire into the title of the transferee of those shares
to be transferred or is liable to the registered or any
intermediate owner of those shares, for registering the transfer.

3.5  Except in the case of a transmission, no transfer of shares
shall be registered without the consent of the directors.

3.6  In the case of the death of a member the legal personal
representative of the deceased shall be the only person
recognized by the Company as having any title to or interest in
the shares registered in the name of the deceased.  Before
recognizing any legal personal representative, the directors may
require him to take out a grant of probate or letters of
administration in British Columbia.

3.7  Any person who becomes entitled to a share as a result of
the death or bankruptcy of any member upon producing the evidence
required by Section 61 of the Company Act, or who becomes
entitled to a share as a result of an order of the court of
competent jurisdiction or a statute, upon producing such evidence
as the directors think sufficient that he is so entitled, may be
registered as holder of the share or may transfer the share.





<PAGE> 52
    PART 4 - REDEMPTION AND PURCHASE OF SHARES BY THE COMPANY

4.1  Subject to the special rights or restriction attached to any
class of shares, the Company may, by resolution of the directors,
purchase any of its shares at a price and upon the terms set out
in the resolution, but no purchase shall be made if the Company
is insolvent or if the purchase would render the Company
insolvent.  Except where the Company is purchasing shares from a
dissenting member pursuant to the Company Act, the Company shall
make an offer to purchase pro rata from every member who holds
shares of the class proposed to be purchased.  Any shares of the
Company purchased by the Company shall not be voted while owned
or held by the Company and no dividends shall be declared or paid
in respect of such shares.

4.2  The Company may, by resolution of the directors and with the
written consent of the members holding all of the issued shares
of a class or kind of redeemable shares, make a redemption of
some of those shares other than pro rata and other than among
every member who holds those shares.

            PART 5 - ALTERATION OF CAPITAL AND SHARES

5.1  Except as otherwise provided by conditions imposed at the
time of creation of any new shares by these Articles, any
addition to the authorized capital resulting from the creation of
new shares shall be subject to the provisions of these Articles.

                    PART 6 - BORROWING POWERS

6.1  The directors may from time to time at their discretion
authorize the Company to borrow any sum of money for the purposes
of the Company and may raise or secure the repayment of that sum
in such manner and upon such terms and conditions, in all
respects, as they think fit, and in particular, and without
limiting the generality of the foregoing, by the issuance of
bonds or debentures, or any mortgage or charge, whether specific
or floating, or other security on the undertaking or the whole or
any part of the property of the Company, both present and future.

6.2  The directors may make any debentures, bonds, or other debt
obligations issued by the Company, by their terms, assignable
free from any equities between the Company and the person to whom
they may be issued, or any other person who lawfully acquires the
same by assignment, purchase or otherwise, however.

6.3  The directors may authorize the issue of any debentures,
bonds, or other debt obligations of the Company at a discount,
premium or otherwise, and with special or other rights or
privileges as to redemption, surrender, drawings, allotment of,
or conversion into shares, attending at general meetings of the
Company, and otherwise as the directors may determine at or
before the time of issue.

<PAGE> 53

                    PART 7 - GENERAL MEETINGS

7.1  The general meetings of the Company shall be held at such
time and place, in accordance with the Company Act, as the
directors appoint.

7.2  Every general meeting, other than an annual general meeting,
shall be called an extraordinary general meeting.

7.3  The directors may, whenever they think fit, convene an
extraordinary general meeting.

7.4  Notice of a general meeting shall specify the place, the
day, and the hour of meeting and, in case of special business,
the general nature of that business.  The accidental omission to
give notice of any meeting to, or the non-receipt of any notice
by any of the members entitled to receive notice shall not
invalidate any proceedings at that meeting.

7.5  If any special business includes the presenting,
considering, approving, ratifying or authorizing the execution of
any document, then the portion of any notice relating to that
document is sufficient if it states that copy of the document or
proposed document is or will be available for inspection by
members at any office of the Company in the Province of British
Columbia or at one or more designated places in the Province
during business hours on any specified or unspecified working day
or days prior to the date of the meeting and at the meeting.

7.6  Where a sole or last surviving director dies any member or
personal representative of a deceased member (including an
executor of a deceased member who has not yet received a grant of
letters probate), may convene an extraordinary general meeting to
appoint a director or directors to hold office until the next
annual general meeting.

7.7  Where a sole or last surviving director who was also the
only member or only voting member of the Company dies, his
personal representative may, before any of the deceased member's
shares are transmitted, appoint a director or directors to hold
office until the next annual general meeting, and for the
purposes of this Article, where such a member dies intestate, the
Public Trustee whose office is nearest to the registered office
of the Company shall be deemed to be the personal representative
until an administrator is appointed by the Court of competent
jurisdiction.

             PART 8 - PROCEEDINGS AT GENERAL MEETINGS

8.1  The following business at a general meeting shall be deemed to
be special business:


<PAGE> 54

  (a)  All business at an extraordinary general meeting;

  (b)  All business that is transacted at any annual general
       meeting with the exception of the consideration of the
       financial statement and the report of the directors and
       auditors, the election of directors, the appointment of the
       auditors and such other business as, under these Articles,
       ought to be transacted at an annual general meeting, or any
       business which is brought under consideration by the report
       of the directors issued with the notice convening the
       meeting.

8.2  No business, other than the election of a chairman and the
adjournment or termination of the meeting, shall be conducted at
any general meeting at any time when a quorum is not present. If at
any time during a general meeting there ceases to be a quorum
present, any business than in progress shall be suspended until
there is a quorum present or until the meeting is adjourned or
terminated, as the case may be.

8.3  If within a half an hour from the time appointed for a general
meeting a quorum is not present, the meeting, if convened upon the
requisition of member, shall be terminated, but in any other case,
it shall stand adjourned to the same day in the next week, at the
same time and place, and if, at the adjourned meeting, a quorum is
not present within half an hour from the time appointed from the
meeting, the members present shall be a quorum.

8.4  Subject to Article 8.5, the President of the Company, or in
his absence, one of the directors present, shall preside as
Chairman of every general meeting.

8.5  If any general meeting there is no president or director
present within fifteen minutes after the time appointed for holding
the meeting or if the President and all the directors present are
unwilling to act as Chairman, the members present shall choose
someone of their number to be Chairman.

8.6  The Chairman of a general meeting may, with the consent of any
meeting at which a quorum is present, and shall, if so directed by
the meeting, adjourn the meeting from time to time and from place
to place, but no business shall be transacted at any adjourned
meeting other than the business left unfinished at the meeting from
which the adjournment took place.  When a meeting is adjourned for
ten days or more, notice of the adjourned meeting shall be given as
in the case of the original meeting.  Except as aforesaid, it is
not necessary to give any notice of an adjournment or of the
business to be transacted at an adjourned general meeting.

8.7  No resolution proposed at a meeting need be seconded, and the
Chairman of any meeting is entitled to move or propose a
resolution.

<PAGE> 55

8.8  In the case of an equality of votes the Chairman shall not,
either on a show of hands or on a poll, have a casting or second
vote in addition to the vote or votes to which he may be entitled
as a member.

8.9  In the case of any dispute as to the admission or rejection of
a vote, the Chairman shall determine the same, and his
determination made in good faith is final and conclusive.

8.10 A member entitled to vote than one vote need not, if he votes,
use all his votes or cast all the votes he uses in the same way.

8.11 Subject to the provisions of Article 8.12, if a poll is duly
demanded, it shall be taken in such manner and at such time, within
seven days after the date of the meeting, and place as the Chairman
directs. The result of the poll shall be deemed to the resolution
of the meeting at which the poll is demanded. A demand for a poll
may be withdrawn.

8.12 A poll demanded on a question of adjournment shall be taken at
the meeting without adjournment.

8.13 The demand for a poll shall not, unless the Chairman so rules,
prevent the continuance of a meeting for the transaction of any
business other than the question on which the poll has been
demanded.

8.14 Where the Company has more than one member, unless otherwise
determined by ordinary resolution, a quorum for the transaction of
business at a general meeting is two persons present and entitled
to vote.

                    PART 9 - VOTES OF MEMBERS

9.1  Subject to any rights or restrictions for the time being
attached to any class or classes of shares, on a show of hands
every member present in person has one vote, and on a poll every
member, present in person or by proxy, has one vote for each share
he holds.

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

9.3  Where there are joint members registered in respect of any
share, any one of the joint members may vote at any meeting, either
personally or by proxy, in respect of the share as if he were 

<PAGE> 56

solely entitled to it. If more than one of the joint members is
present at any meeting, personally or by proxy, the joint member
present whose name stands first on the register in respect of the
share shall alone be entitled to vote in respect of that share.
Several executors or administrators of a deceased member in whose
sole name any share stands shall, for the purpose of this Article,
be deemed joint members.

9.4  Subject to Section 183 of the Company Act, a corporation which
is a member may vote by its duly authorized representative who is
entitled to speak and vote either in person or by proxy, and in all
other respects exercise the rights of a member, and that
representative shall be reckoned as a member for all purposes in
connection with any meeting of the Company.

9.5  A member for whom a committee has been duly appointed may
vote, whether on a show of hands or on a poll, by his committee,
and that committee may appoint a proxy holder.

9.6  Unless the directors otherwise determine, the instrument
appointing a proxy holder and the power of attorney or other
authority, if any, under which it is signed or a notarially
certified copy thereof shall be deposited at a place specified for
that purpose in the notice convening the meeting not less than
forty-eight hours before the time for holding the meeting at which
the proxy holder proposes to vote, or shall be deposited with the
Chairman of the meeting prior to commencement of the meeting.

9.7  A vote given in accordance with the terms of an instrument of
proxy is valid notwithstanding the previous death or incapability
of the member or revocation of the proxy or of the authority under
which the proxy was executed, or the transfer of the share in
respect of which the proxy was given, provided no intimation in
writing of the death, incapability, revocation or transfer has been
received at the registered office of the Company or by the Chairman
of the meeting or adjourned meeting before the vote is given.

9.8  Unless, in the circumstances, the Company Act requires any
other form of proxy, an instrument appointing a proxy holder,
whether for a specified meeting or otherwise, shall be in the form
following, or in any other form that the directors shall approve:

                        "Name of Company"

  The undersigned hereby appoints ________________ of
  _________________________ (or failing him,
  _______________________ of ___________________ ) as proxy for
  the undersigned to attend at and vote for and on behalf of the
  undersigned at the general meeting of the Company to be held
  on the _____ day of ________, 19___.

       (Signature of Member)

<PAGE> 57

                       PART 10 - DIRECTORS

10.1 The directors may exercise all such powers and do all such
acts and things as the Company may exercise and do, and which are
not by these Articles or by statute or otherwise lawfully directed
or required to be exercised or done by the Company in general
meeting, but subject nevertheless to the provisions of all laws
affecting the Company of these Articles and to any rules, not being
inconsistent with these Articles, which are made from time to time
by the Company in general meeting; but no rule, made by the Company
in general meeting, shall invalidate any prior act of the directors
that would have been valid if that rule had not been made.

10.2 The number of directors shall be the number of Subscribers to
these Articles, unless otherwise determined by resolution of the
Shareholders.  The Subscribers shall be the first directors of the
Company.

10.3 A director is not required to have any share qualification.

10.4 A director may be remunerated by the Company for services
rendered to it by him as a director and the remuneration of
directors shall be as determined by ordinary resolution or as set
by themselves if authorized by ordinary resolution or if all
members are directors and they shall be reimbursed by the Company
for reasonable expenses incurred in and about the business of the
Company.

10.5 A director may hold any office or position of employment in
the Company other than auditor.  Subject to the Company Act no
director shall be disqualified by his office from, or from his
office by contracting with the Company as Vendor, Purchaser or
otherwise and subject to the Company Act, no contract or
transaction entered into by or on behalf of the Company in which a
director is in any way interest shall be void or voidable on the
ground of his interest only.

          PART 11 - RETIREMENT AND ELECTION OF DIRECTORS

11.1 At the first annual general meeting, and at every succeeding
annual general meeting, all the directors shall retire from
office, but are eligible for re-election. At every annual general
meeting the members shall fill up the vacated offices by electing
a like number of directors and whenever the number of retiring
directors is less than the maximum number for the time being
required by or determined pursuant to Article 10.2, they may also
elect such further number of directors, if any, as the Company
then determines, but the total number of directors elected shall
not exceed that maximum.




<PAGE> 58

11.2 If, at any general meeting at which an election of directors
ought to take place, the places of the retiring directors are not
filled up, such of the retiring directors as may be requested by
the newly elected directors shall, if willing, continue in office
until further new directors are elected either at an
extraordinary general meeting specially convened for that purpose
or at the annual general meeting in the next or some subsequent
year, unless it is determined to reduce the number of directors.
If no directors are elected at an annual general meeting the
retiring directors shall be deemed to have been re-elected.

11.3 If the Company removes any director before the expiration of
his period of office and appoints another person in his stead,
the person so appointed shall hold office only during such time
as the director in whose place he is appointed would have held
the office if he had not been removed.

11.4 The directors have power at any time and from time to time
to appoint any person as a director to fill a casual vacancy in
the directors.  Any director so appointed holds office only until
the conclusion of the next annual general meeting of the Company,
but is eligible for reelection at that meeting.

                PART 12 - PROCEEDINGS OF DIRECTORS

12.1 The directors may meet together at such places as they think
fit for the dispatch of business, adjourn, and otherwise regulate
their meetings and proceedings, as they see fit.  The directors
may from time to time fix the quorum necessary for the
transaction of business and unless so fixed the quorum shall be a
majority of the directors then in office.  The President of the
Company shall be Chairman of all meetings of the directors, but
if at any meeting the President is not present within thirty
minutes after the time appointed for holding the meeting, the
directors present may choose some one of their number to be
Chairman at that meeting.  A director may at any time, and the
secretary, upon the request of a director, shall convene a
meeting of the directors.  A director who is, in any way,
directly or indirectly, interested in a proposed contract or
transaction with the Company shall be counted in the quorum at
any meeting of the directors at which the proposed contract or
transaction is approved.

12.2 The directors, or any committee of directors, may take any
action required or permitted to be taken by them and may exercise
all or any of the authorities, power, and discretion for the time
being vested in or exercisable by them by resolution either
passed at a meeting at which a quorum is present or consented to
in writing under Section 149 of the Company Act.




<PAGE> 59

12.3 The directors may delegate any, but not all, of their powers
to committees consisting of such director or directors as they
think fit.  Any committee so formed in the exercise of the powers
so delegated shall conform to any rules that may from time to
time be imposed on it by the directors, and shall report every
act or thing done in exercise of those powers to the earliest
meeting of the directors to be held next after it has been done.

12.4 A committee may elect a chairman of its meetings; if no
chairman is elected, or if at any meeting the Chairman is not
present within thirty minutes after the time appointed for
holding the meeting, the directors present who are members of the
committee may choose one of their number to be Chairman of the
meeting.

12.5 The members of a committee may meet and adjourn as they
think proper.  Questions arising at any meeting shall be
determined by a majority of votes of the members present, and in
case of an equality of votes the Chairman shall have a second or
casting vote.

12.6 For the first meeting of the directors to be held
immediately following the appointment or election of a director
or directors at an annual general meeting of shareholders, or for
a meeting of the directors at which a director is appointed to
fill a vacancy in the directors, it is not necessary to have
given notice of the meeting to the newly elected or appointed
director or directors for the meeting to be duly constituted,
provided that quorum of the directors is present.

12.7 Any director of the Company who may be absent temporarily
from the Province of British Columbia may file, at the registered
office of the Company, a waiver of notice which may be by letter,
telegram, telex or cable of any meeting of the directors and may
at any time withdraw the waiver, and until the waiver is
withdrawn, no notice of meetings of directors shall be sent to
that director; and any and all meetings of the directors shall,
provided a quorum of the directors is present, be valid and
effective.

12.8 Questions arising at any meeting of the directors shall be
decided by a majority of votes.  In case of an equality of votes
the Chairman shall not have a second or casting vote.

12.9 No resolution proposed at a meeting of directors need be
seconded, and the Chairman of any meeting is entitled to move or
propose a resolution.

                        PART 13 - OFFICERS
13.1 All appointments of officers shall be made at such
remuneration, whether by way of salary, fee, commission,
participation in profits or otherwise as the directors think fit.

<PAGE> 60

                PART 14 - EXECUTION OF INSTRUMENT

14.1 The directors may provide a common seal for the Company.
  
14.2 Subject to the provisions of the Company Act, the directors
may provide for use in any other province, state, territory, or
country an official seal, which shall be a facsimile of the
common seal of the Company, with the addition on its face of the
name of the province, state, territory, or country where it is to
be used.

14.3 No seal of the Company shall be affixed to any instrument
except in the presence of:

  (a)  the President and Secretary, or

  (b)  two directors, or

  (c)  such other person or persons as may be prescribed from
       time to time by the directors,

  provided the President or Secretary may affix the common seal
  of the Company to any certified extract from or copy of any
  instrument of the Company required for the business of the
  Company.

14.4 Any instrument, contract, note or other document may be
executed on behalf of the Company by affixing the signature of
any duly authorized signatory for the Company.

                       PART 15 - DIVIDENDS

15.1 The directors may declare dividends and fix the date of
record therefor and the date from payment thereof.

15.2 Subject to the terms of shares with special rights or
restrictions, all dividends shall be declared according to the
number of shares held.

15.3 Dividends may be declared to be payable out of the profits
of the Company.  No dividend shall bear interest against the
Company.

15.4 A resolution declaring a dividend may direct payment of the
dividend wholly or partly by the distribution of specific assets
or of paid-up shares, bonds, debentures, or other debt
obligations of the Company, or in any one or more of those ways,
and, where any difficulty arises in regard to the distribution,
the directors may settle the same as they think expedient, and in
particular may fix the value for distribution of specific assets,
and may determine that cash payments shall be made to a member
upon the basis of the value so fixed in place of fractional 

<PAGE> 61

shares, bonds, debentures, or other debt obligations in order to
adjust the rights of all parties, and may vest any of those
specific assets in trustees upon such trusts for the persons
entitled as may seem expedient to the directors.

15.5 Any dividend or other moneys payable in cash in respect of a
share may be paid by check sent through the post to the member in
a prepaid letter, envelope, or wrapper addressed to the member at
his registered address, or in the case of joint members, to the
registered address of the joint member who is the first named on
the register, or to such person and to such address as the member
or joint members, as the case may be, in writing direct.  Any one
of two or more joint members may give effectual receipts for any
dividend or other moneys payable or assets distributable in
respect of a share held by them.

15.6 No notice of the declaration of a dividend need be given to
any member.

15.7 The directors may, before declaring any dividend, set aside
out of the profits of the Company such sums as they think proper
as a reserve or reserves which shall, at the discretion of the
directors, be applicable for meeting contingencies, or for
equalizing dividends, or for any other purpose to which the
profits of the Company may be properly applied, and pending that
application may, at the like discretion, either be employed in
the business of the Company of be invested in such investments,
other than shares of the Company, as the directors may from time
to time think fit.

                        PART 16 - ACCOUNTS

16.1 The directors shall cause records and books of accounts to
be kept as necessary to record properly the financial affairs and
conditions of the Company and to comply with the provisions of
statutes applicable to the Company.

                        PART 17 - NOTICES

17.1 A notice may be given to any member or director, either
personally or by sending it by post to him in a prepaid letter,
envelope, or wrapper addressed to the member or director at his
registered address.

17.2 A notice may be given by the Company to joint members in
respect of a share registered in their names by giving the notice
to the joint member first named in the register of members in
respect of that share.

17.3 A notice may be given by the Company to the persons entitled
to a share in the consequence of the death or bankruptcy of a
member by sending it through the post in a prepaid letter, 

<PAGE> 62

envelope, or wrapper addressed to them by name, or by the title
or by any like description, at the address, if any, supplied for
the purpose by the persons claiming to be so entitled, or, until
that address has been so supplied, by giving the notice in any
manner in which the same might have been given if the death or
bankruptcy had not occurred.

17.4 Any notice or document sent by post to, or left at, the
registered address of any member shall, notwithstanding that
member is then deceased and whether or not the Company has notice
of his death, be deemed to have been duly served in respect of
any registered shares, whether held solely or jointly with other
persons by that deceased member, until some other person is
registered in his stead as the member or joint member is respect
of those shares, and that service shall for all purposes of these
Articles be deemed a sufficient service of such notice or
document on his personal representatives and all persons, if any,
jointly interested with him in those shares.

17.5 Any notice sent by post shall be deemed to have been served
on the second day following that on which the letter, envelope,
or wrapper containing the same is posted, and in proving service
it is sufficient to prove that the letter, envelope, or wrapper
containing the notice was properly addressed and put in a
Canadian Government post office, postage prepaid.

17.6 A notice of every general meeting shall be given in any
manner hereinbefore authorized to:

  (a)  every member holding a share or shares carrying the right
       to vote at such meetings on the record date or, if no
       record date was established by the directors, on the date
       of the meeting;

  (b)  every person upon whom the ownership of a share devolves
       by reason of his being a legal personal representative or
       a trustee in bankruptcy of a member where the member but
       for his death or bankruptcy would be entitled to receive
       notice of the meeting.

  No other person is entitled to receive notices of general
  meetings.

                          PART 18 - FEES

18.1 The Company shall charge the following fees:

  (a)  To issue a new certificate in exchange for a defaced or
       worn Out certificate or to replace a lost or destroyed
       certificate under Section 54 of the Company Act, per new
       certificate:
       $1.00

<PAGE> 63

  (b)  To issue new certificates for an existing certificate
       under Section 50 of the Company Act, per new certificate:
       $1.00

  PART 19 - LIMITATIONS ON MEMBERSHIP AND OFFERING OF SECURITIES

19.1 No invitation shall be extended to the public to subscribe
for shares or debentures of the Company, unless the Company has
complied with all applicable companies and securities
legislation.

            PART 20 - SPECIAL RIGHTS AND RESTRICTIONS

Class  Dividend     Voting Liquidation  Redeemable  Retractable  Redemption
       Entitlement  Rights Entitlement              Amount

A    Participating  Yes    5th          No          No           N/A
B    Participating  Yes    4th          No          No           N/A
C    Participating  No     3rd          No          No           N/A
D    Participating  No     1st          Yes         Yes          $100.00
E    Participating  No     2nd          Yes         Yes          $100.00

20.1 The shares of the Company shall have attached thereto the
preferences, priorities, special rights, privileges, limitations,
prohibitions, restrictions and conditions set out below.

Voting
20.2 The Class "C" Common Non-Voting Shares do not confer any
right to notice of nor voting at any general meeting of the
Company.

20.3 The Class "D" Preference Shares and the Class "E" Preference
Shares do not confer any right to notice of nor voting at any
general meeting of the Company.

Dividends
20.4 The Holders of each of the Class "D" and Class "E"
Preference Shares shall in each year, at the discretion of the
directors, but always in preference and priority to the payment
of dividends on any of the Class "A", Class "B" or Class "C"
Common Shares, be entitled out of any and all profits or surplus
available for dividends to non-cumulative dividends at a rate to
be determined by the directors in their unfettered discretion
from time to time, such dividend to be calculated on the greater
of the redemption or par value of the said Preference shares as
set out herein.

20.5 If in any year after providing for the full dividend
declared on each class of Preference shares as referred to above
there shall remain any profits or surplus available for
dividends, such profits or surplus or any part thereof may, in
the discretion of the directors, be applied to dividends on the
Class "A," Class "B" and Class "C" Common Shares.

<PAGE> 64

20.6 The Holders of Class "D" or Class "E" Preference Shares
shall not be entitled to any dividend other than or in excess of
the non-cumulative dividend at the rate hereinbefore provided for
by the directors.

20.7 With respect to the Class "D" and Class "E" Preference
Shares, dividends may be paid on either Class to the exclusion of
the other Class and no dividend payable with respect to one Class
shall entitle the holders of the other of such Class to any
dividend.

20.8 With respect to the Class "A," Class "B" and Class "C"
Common Shares, dividends may be paid on any of the aforesaid
Class or Classes to the exclusion of any other class of Common
Shares (whether voting or non-voting) and no dividend payable
with respect to one Class shall entitle the holders on any other
Class or Classes to any dividend.

Participation
20.9 The Class "D" and Class "E" Preference Shares shall rank,
both as regards dividends and return of capital, in priority to
all other shares of the Company and as between the two Classes
the Class "D" Preference Shares shall be paid in full before any
amounts are paid on the Class "E" Preference Shares.  On a
liquidation or windingup of the Company or on redemption the
greater of the paidup value or redemption value of such shares
shall, notwithstanding the amount paid therefore, in all cases be
the redemption value as hereinafter stipulated.  Subject to
payment of the redemption value of such shares as aforesaid, the
said Class "D" and Class "E" Preference Shares do not confer any
further right to participate in profits or assets of the Company.

20.10  The Company may upon giving notice as hereinafter
provided, redeem the whole or any part of the Class "D"
Preference Shares on payment for each of the shares to be so
redeemed of the par value of such shares, together with all
dividends declared thereon and unpaid, at least SEVEN (7) DAYS
notice of any such redemption shall be given to the registered
holders of the shares to be redeemed specifying the date and time
of redemption.

20.11  The Company may upon giving notice as hereinafter
provided, redeem the whole or any part of the Class "E"
Preference Shares on payment for each of the sum of ONE HUNDRED
($100.00) DOLLARS, together with all dividends declared thereon
and unpaid, at least SEVEN (7) DAYS notice of any such redemption
shall be given to the registered holders of the shares to be
redeemed, specifying the date and time of redemption.





<PAGE> 65

Retraction
20.12  The Holder of the of the Class "D" Preference Shares may
require the Company to redeem the whole or any part of the Class
"D" Preference Shares on payment for each of the shares to be
redeemed of the par value thereof, together with all dividends
declared thereon and unpaid, at least THIRTY (30) DAYS notice of
such redemption shall be given to the Company at its registered
office, specifying the date and time of redemption.

20.13  The Holder of any of the Class "E" Preference Shares may
require the Company to redeem the whole or any part of the Class
"E" Preference Shares on payment for each of the shares to be
redeemed of the sum of ONE HUNDRED ($100.00) DOLLARS, together
with all dividends declared thereon and unpaid, at least THIRTY
(30) DAYS notice of such redemption shall be given to the Company
at its registered office, specifying the date and time of
redemption.

20.14  In the event of the liquidation, dissolution or winding-
up of the Company, whether voluntary or involuntary, the holders
of the Class "D" and Class "E" Preference Shares shall be
entitled to receive the greater of the par value or redemption
value of their shares as set out in subparagraphs 20.10 and 20.11
hereof together with any declared and unpaid dividends before any
distribution of any part of the assets of the Company among the
holders of any Class of Common Shares.

                FULL NAME, ADDRESS, AND OCCUPATION
                         OF SUBSCRIBER(S)


Neil William Valiance
2159 Quimper Street
Victoria, B.C.
V85 2H7
Barrister and Solicitor

Dated this 29th day of May, 1996, at the City of Victoria, in the
Province of British Columbia. 

SIGNATURE OF SUBSCRIBER(S): 

/s/ Neil William Vallance
Neil William Vallance