---

Continuation No. C0912529

BUSINESS CORPORATIONS ACT

ARTICLES

OF

ARGENTEX MINING CORPORATION

Table of Contents

Part 1  Interpretation
    1Part 2  Shares and Share certificates
    2Part 3  Issue of Shares
    2Part 4  Share Transfers
    3Part 5  Acquisition of
      Shares
    3Part 6  Borrowing Powers
    4Part 7  General Meetings
    4Part 8  Proceedings at Meetings of
      Shareholders
    5Part 9  Alterations
    8Part 10  Votes of Shareholders
    9Part 11  Directors
    12Part 12  Election and Removal of
      Directors
    13Part 13  Proceedings of
      Directors
    15Part 14  Committees of Directors
    16Part 15  Officers
    17Part 16  Certain Permitted Activities
      of Directors
    18Part 17 
      Indemnification
    18Part 18  Auditor
    18Part 19  Dividends
    18Part 20  Accounting Records
    19Part 21  Execution of
      Instruments
    19Part 22  Notices
    20Part 23  Restriction on
      Share Transfer
    21Part 24 - Special Rights and
      Restrictions
    21


---

Continuation No. C0912529

BUSINESS CORPORATIONS
ACTARTICLESOFARGENTEX MINING
CORPORATION(the Company)





PART 1 INTERPRETATION

|**1.1** | Definitions                                                                                  
|------- | ---------------------------------------------------------------------------------------------
|        |                                                                                              
|        | Without limiting Article 1.2, in these Articles, unless
      the context requires otherwise:

adjourned meetingmeans the
meeting to which a meeting is adjourned under Article 8.7 or 8.11;

boardand directorsmean the directors or sole director of the Company for the time being;

Business Corporations
Actmeans the Business Corporations Act, S.B.C. 2002,
c.57, and includes its regulations;

Interpretation
Actmeans the Interpretation Act, R.S.B.C. 1996, c.
238;

trustee,in relation to a
shareholder, means the personal or other legal representative of the
shareholder, and includes a trustee in bankruptcy of the shareholder.

|1.2 | Business Corporations Act definitions
      apply                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                    
|    | The definitions in the Business Corporations
      Actapply to these Articles.                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                    
|1.3 | Interpretation Act applies                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                    
|    | The Interpretation Actapplies to the
      interpretation of these Articles as if these Articles were an enactment.                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                    
|1.4 | Conflict in definitions                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                    
|    | If there is a conflict between a definition in
      the Business Corporations Actand a definition or rule in the
      Interpretation Actrelating to a term used in these Articles, the
      definition in the Business Corporations Act will prevail in
      relation to the use of the term in these Articles.
|    |                                                                                                                                                                                                                                                                                                                    
|1.5 | Conflict between Articles and
      legislation                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                    
|    | If there is a conflict between these Articles
      and the Business Corporations Act, the Business Corporations
      Actwill prevail.                                                                                                                                                                            

---

- 2 -PART 2  SHARES AND SHARE
CERTIFICATES

|2.1                      | Form of share certificate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                         | Each share certificate issued by the Company must comply
      with, and be signed as required by, the Business Corporations
      Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.2                      | Shareholder Entitled to Certificate or
      Acknowledgement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                         | Each shareholder is entitled, without charge, to (a) one
      share certificate representing the shares of each class or series of
      shares registered in the shareholders name or (b) a non-transferable
      written acknowledgement of the shareholders right to obtain such a share
      certificate, provided that in respect of a share held jointly by several
      persons, the Company is not bound to issue more than one share certificate
      and delivery of a share certificate for a share to one of several joint
      shareholders or to one of the shareholders duly authorized agents will be
      sufficient delivery to all.
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.3                      | Sending of share certificate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                         | Any share certificate to which a shareholder is entitled
      may be sent to the shareholder by mail and neither the Company nor any
      agent is liable for any loss to the shareholder because the certificate
      sent is lost in the mail or stolen.                                                                                                                                                                                                                                                                                                                                                                                                   
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.4                      | Replacement of worn out or defaced
    certificate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                         | If the directors are satisfied that a share certificate
      is worn out or defaced, they must, on production to them of the
      certificate and on such other terms, if any, as they think fit,                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                         | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                         | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.5                      | Replacement of lost, stolen or destroyed
      certificate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                         | If a share certificate is lost, stolen or destroyed, a
      replacement share certificate must be issued to the person entitled to
      that certificate if the directors receive                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                         | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                         | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.6                      | Splitting share certificates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                         | If a shareholder surrenders a share certificate to the
      Company with a written request that the Company issue in the shareholders
      name 2 or more certificates, each representing a specified number of
      shares and in the aggregate representing the same number of shares as the
      certificate, so surrendered, the Company must cancel the surrendered
      certificate and issue replacement share certificates in accordance with
      that request.                                                                                                                                                                                 
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|PART 3  ISSUE OF SHARES
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.1                      | Directors authorized to issue shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                         | The directors may, subject to the rights of the holders
      of the issued shares of the Company, issue, allot, sell, grant options on
      or otherwise dispose of the unissued shares, and issued shares held by the
      Company, at the times, to the persons, including directors, in the manner,
      on the terms and conditions and for the issue prices that the directors,
      in their absolute discretion, may determine.                                                                                                                                                                                                                     
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.2                      | Company need not recognize unregistered
      interests                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                         | Except as required by law or these Articles, the Company
      need not recognize or provide for any persons interests in or rights to a
      share unless that person is the shareholder of the
share.                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---

- 3 -

PART 4  SHARE TRANSFERS

|4.1                            | Recording or registering transfer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               | A transfer of a share of the Company must not be
      registered                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.2                            | Form of instrument of transfer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               | The instrument of transfer in respect of any share of the
      Company must be either in the form, if any, on the back of the Companys
      share certificates or in any other form that may be approved by the
      directors from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.3                            | Signing of instrument of transfer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               | If a shareholder, or his or her duly authorized attorney,
      signs an instrument of transfer in respect of shares registered in the
      name of the shareholder, the signed instrument of transfer constitutes a
      complete and sufficient authority to the Company and its directors,
      officers and agents to register the number of shares specified in the
      instrument of transfer, or, if no number is specified, all the shares
      represented by share certificates deposited with the instrument of
      transfer,                                                                                                                                                                                     
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.4                            | Enquiry as to title not required                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               | Neither the Company nor any director, officer or agent of
      the Company is bound to inquire into the title of the person named in the
      instrument of transfer as transferee or, if no person is named as
      transferee in the instrument of transfer, of the person on whose behalf
      the instrument is deposited for the purpose of having the transfer
      registered or is liable for any claim related to registering the transfer
      by the shareholder or by any intermediate owner or holder of the shares,
      of any interest in the shares, of any share certificate representing such
      shares or of any written acknowledgment of a right to obtain a share
      certificate for such shares.
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.5                            | Transfer fee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               | There must be paid to the Company, in relation to the
      registration of any transfer, the amount determined by the
    directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|PART 5  ACQUISITION OF SHARES
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.1                            | Company authorized to purchase shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               | Subject to the special rights and restrictions attached
      to any class or series of shares, the Company may, if it is authorized to
      do so by the directors, purchase or otherwise acquire any of its
      shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.2                            | Company authorized to accept surrender of
      shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               | The Company may, if it is authorized to do so by the
      directors, accept a surrender of any of its shares by way of gift or for
      cancellation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.3                            | Company authorized to convert fractional shares into
      whole shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               | The Company may, if it is authorized to do so by the
      directors, convert any of its fractional shares into whole shares in
      accordance with, and subject to the limitations contained in, the
      Business Corporations Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

---

- 4 -

PART 6  BORROWING POWERS

|6.1                       | Powers of directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                          | The directors may from time to time on behalf of the
      Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                          | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                          | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                          | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                          | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|PART 7  GENERAL MEETINGS
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.1                       | Annual general meetings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                          | Unless an annual general meeting is deferred or waived in
      accordance with section 182(2)(a) or (c) of the Business Corporations
      Act, the Company must hold its first annual general meeting within 18
      months after the date on which it was incorporated or otherwise
      recognized, and after that must hold an annual general meeting at least
      once in each calendar year and not more than 15 months after the last
      annual general meeting.                                                                                                                                          
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.2                       | When annual general meeting is deemed to have been
      held                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                          | If all of the shareholders who are entitled to vote at an
      annual general meeting consent by a unanimous resolution under the
      Business Corporations Actto all of the business that is required
      to be transacted at that annual general meeting, the annual general
      meeting is deemed to have been held on the date of the unanimous
      resolution. The shareholders must, in any unanimous resolution passed
      under this Article 7.2, select as the Companys annual reference date a
      date that would be appropriate for the holding of the applicable annual
      general meeting.
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.3                       | Calling of shareholder meetings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                          | The directors may, whenever they think fit, call a
      meeting of shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.4                       | Notice for meetings of shareholders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                          | The Company must send notice of the date, time and
      location of any meeting of shareholders, in the manner provided in these
      Articles, or in such other manner, if any, as may be prescribed by
      ordinary resolution (whether previous notice of the resolution has been
      given or not), to each shareholder entitled to attend the meeting, to each
      director and to the auditor of the Company, unless these Articles
      otherwise provide, at least the following number of days before the
      meeting:                                                                               
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                          | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                          | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.5                       | Record date for notice                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                          | The directors may set a date as the record date for the
      purpose of determining shareholders entitled to notice of any meeting of
      shareholders. The record date must not precede the date on which the
      meeting is to be held by more than two months or, in the case of a general
      meeting requisitioned by shareholders under the Business Corporations
      Act, by more than four months. The record date must not precede the
      date on which the meeting is held by fewer
than:                                                                                                          

---

- 5 -

| | (a) | if and for so long as the Company is a public company, 21
      days;
| | --- | ---------------------------------------------------------------------
| |     |                                                                      
| | (b) | otherwise, 10 days.                                                  

If no record date is set, the record
date is 5 p.m. on the day immediately preceding the first date on which the
notice is sent or, if no notice is sent, the beginning of the meeting.

|7.6                                                    | Record date for voting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                       | The directors may set a date as the record date for the
      purpose of determining shareholders entitled to vote at any meeting of
      shareholders. The record date must not precede the date on which the
      meeting is to be held by more than two months or, in the case of a general
      meeting requisitioned by shareholders under the Business Corporations
      Act, by more than four months. If no record date is set, the record
      date is 5 p.m. on the day immediately preceding the first date on which
      the notice is sent or, if no notice is sent, the beginning of the
      meeting.
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.7                                                    | Failure to give notice and waiver of
  notice                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                       | The accidental omission to send notice of any meeting to,
      or the non-receipt of any notice by, any of the persons entitled to notice
      does not invalidate any proceedings at that meeting. Any person entitled
      to notice of a meeting of shareholders may, in writing or otherwise, waive
      or reduce the period of notice of such meeting.                                                                                                                                                                                                                                                           
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.8                                                    | Notice of special business at meetings of
      shareholders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                       | If a meeting of shareholders is to consider special
      business within the meaning of Article 8.1, the notice of meeting
    must:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                       | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                       | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|PART 8  PROCEEDINGS AT MEETINGS OF
      SHAREHOLDERS
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.1                                                    | Special business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                       | At a meeting of shareholders, the following business is
      special business:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                       | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                       | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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- 6 -

| | (vii)  | the setting of the remuneration of an auditor;                                                                                                                                                                         
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                        
| | (viii) | business arising out of a report of the directors not
      requiring the passing of a special resolution or an exceptional
      resolution;                                                                          
| |        |                                                                                                                                                                                                                        
| | (ix)   | any other business which, under these Articles or the
      Business Corporations Act, may be transacted at a meeting of
      shareholders without prior notice of the business being given to the
      shareholders.

|8.2 | Special majority                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The majority of votes required for the Company to pass a
      special resolution at a meeting of shareholders is two-thirds of the votes
      cast on the resolution.                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|8.3 | Quorum                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | Subject to the special rights and restrictions attached
      to the shares of any class or series of shares, the quorum for the
      transaction of business at a meeting of shareholders is 2 persons who are,
      or who represent by proxy, shareholders who, in the aggregate, hold at
      least 1/20 of the issued shares entitled to be voted at the
  meeting.                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|8.4 | One shareholder may constitute quorum                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | If there is only one shareholder entitled to vote at a
      meeting of shareholders,                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|8.5 | Other persons may attend                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The directors, the president, if any, the secretary, if
      any, and any lawyer or auditor for the Company are entitled to attend any
      meeting of shareholders, but if any of those persons do attend a meeting
      of shareholders, that person is not to be counted in the quorum, and is
      not entitled to vote at the meeting, unless that person is a shareholder
      or proxy holder entitled to vote at the meeting.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|8.6 | Requirement of quorum                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | No business, other than the election of a chair of the
      meeting and the adjournment of the meeting, may be transacted at any
      meeting of shareholders unless a quorum of shareholders entitled to vote
      at the meeting is present at the commencement of the meeting.                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|8.7 | Lack of quorum                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | If, within 1/2 hour from the time set for the holding of
      a meeting of shareholders, a quorum is not present,                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|8.8 | Lack of quorum at succeeding meeting                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | If, at the meeting to which the first meeting referred to
      in Article 8.7 was adjourned, a quorum is not present within 1/2 hour from
      the time set for the holding of the meeting, the persons present and who
      are, or who represent by proxy, shareholders entitled to attend and vote
      at the meeting constitute a quorum.                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|8.9 | Chair                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The following individual is entitled to preside as chair
      at a meeting of shareholders:                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                       

---

- 7 -

| | (b) | if the chair of the board is absent or unwilling to act
      as chair of the meeting, the president, if
any.
| | --- | -------------------------------------------------------------------------------------------------------------

|8.10 | Alternate chair                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | At any meeting of shareholders, the directors present
      must choose one of their number to be chair of the meeting if: (a) there
      is no chair of the board or president present within 15 minutes after the
      time set for holding the meeting; (b) the chair of the board and the
      president are unwilling to act as chair of the meeting; or (c) if the
      chair of the board and the president have advised the secretary, if any,
      or any director present at the meeting, that they will not be present at
      the meeting. If, in any of the foregoing circumstances, all of the
      directors present decline to accept the position of chair or fail to
      choose one of their number to be chair of the meeting, or if no director
      is present, the shareholders present in person or by proxy must choose any
      person present at the meeting to chair the meeting.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.11 | Adjournments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | The chair of a meeting of shareholders may, and if so
      directed by the meeting must, adjourn the meeting from time to time and
      from place to place, but no business may be transacted at any adjourned
      meeting other than the business left unfinished at the meeting from which
      the adjournment took place.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.12 | Notice of adjourned meeting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | It is not necessary to give any notice of an adjourned
      meeting or of the business to be transacted at an adjourned meeting of
      shareholders except that, when a meeting is adjourned for 30 days or more,
      notice of the adjourned meeting must be given as in the case of the
      original meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.13 | Motion need not be seconded                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | No motion proposed at a meeting of shareholders need be
      seconded unless the chair of the meeting rules otherwise, and the chair of
      any meeting of shareholders is entitled to propose or second a
    motion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.14 | Manner of taking a poll                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | Subject to Article 8.15, if a poll is duly demanded at a
      meeting of shareholders,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.15 | Demand for a poll on adjournment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | A poll demanded at a meeting of shareholders on a
      question of adjournment must be taken immediately at the
meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.16 | Demand for a poll not to prevent continuation of
      meeting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | The demand for a poll at a meeting of shareholders does
      not, unless the chair of the meeting so rules, prevent the continuation of
      a meeting for the transaction of any business other than the question on
      which a poll has been demanded.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.17 | Poll not available in respect of election of
      chair                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | No poll may be demanded in respect of the vote by which a
      chair of a meeting of shareholders is elected.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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- 8 -

|8.18                 | Casting of votes on poll                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                     | On a poll, a shareholder entitled to more than one vote
      need not cast all the votes in the same way.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.19                 | Chair must resolve dispute                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                     | In the case of any dispute as to the admission or
      rejection of a vote given on a poll, the chair of the meeting must
      determine the same, and his or her determination made in good faith is
      final and conclusive.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.20                 | Chair has no second vote                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                     | In case of an equality of votes, the chair of a meeting
      of shareholders does not, either on a show of hands or on a poll, have a
      casting or second vote in addition to the vote or votes to which the chair
      may be entitled as a shareholder.                                                                                                                                                                                                                                                                                                                                                                                                            
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.21                 | Declaration of result                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                     | The chair of a meeting of shareholders must declare to
      the meeting the decision on every question in accordance with the result
      of the show of hands or the poll, as the case may be, and that decision
      must be entered in the minutes of the meeting.                                                                                                                                                                                                                                                                                                                                                                                                   
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.22                 | Meetings by telephone or other communications
      medium                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                     | A shareholder or proxy holder who is entitled to
      participate in a meeting of shareholders may do so in person, or by
      telephone or other communications medium, if all shareholders and proxy
      holders participating in the meeting are able to communicate with each
      other; provided, however, that nothing in this Section shall obligate the
      Company to take any action or provide any facility to permit or facilitate
      the use of any communications medium at a meeting of shareholders. If one
      or more shareholders or proxy holders participate in a meeting of
      shareholders in a manner contemplated by this Section,
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|PART 9  ALTERATIONS
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.1                  | Alteration of Authorized Share Structure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                     | Subject to the Business Corporations Act, the
      Company may by resolution of the directors:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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- 9 -

| | (e) | consolidate all or any of its unissued, or fully paid
      issued, shares without par value;                                                                                                              
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                            
| | (f) | subdivide all or any of its unissued, or fully paid
      issued, shares by way of a share dividend;                                                                                                       
| |     |                                                                                                                                                                                                            
| | (g) | change all or any of its unissued, or fully paid issued,
      shares with par value into shares without par value or all or any of its
      unissued shares without par value into shares with par value;
| |     |                                                                                                                                                                                                            
| | (h) | alter the identifying name of any of its shares;
  or                                                                                                                                                      
| |     |                                                                                                                                                                                                            
| | (i) | otherwise alter its shares or authorized share structure
      when required or permitted to do so by the                                                                                                  
| |     |                                                                                                                                                                                                            
| |     | Business Corporations
Act.                                                                                                                                                                                 

|9.2                             | Change of Name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                | The Company may by resolution of the directors alter its
      Notice of Articles in order to change its name or adopt or change any
      translation of that name.                                                                                                                                                                                                                                                                                                                                                          
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|9.3                             | Other Alterations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                | If the Business Corporations Actdoes not specify
      the type of resolution and these Articles do not specify another type of
      resolution, the Company may by resolution of the directors alter these
      Articles.                                                                                                                                                                                                                                                                                                  
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|PART 10  VOTES OF SHAREHOLDERS
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.1                            | Voting rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                | Subject to any special rights or restrictions attached to
      any shares and to the restrictions imposed on joint registered holders of
      shares under Article 10.3,                                                                                                                                                                                                                                                                                                                                                    
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.2                            | Trustee of shareholder may vote                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                | A person who is not a shareholder may vote on a
      resolution at a meeting of shareholders, whether on a show of hands or on
      a poll, and may appoint a proxy holder to act at the meeting in relation
      to that resolution, if, before doing so, the person satisfies the chair of
      the meeting at which the resolution is to be considered, or satisfies all
      of the directors present at the meeting, that the person is a trustee for
      a shareholder who is entitled to vote on the resolution.
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.3                            | Votes by joint shareholders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                | If there are joint shareholders registered in respect of
      any share,                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10.4                            | Trustees as joint shareholders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                | Two or more trustees of a shareholder in whose sole name
      any share is registered are, for the purposes of Article 10.3, deemed to
      be joint shareholders.                                                                                                                                                                                                                                                                                                                                                          

---

- 10 -

|10.5  | Representative of a corporate
      shareholder                                                                                                                                                                                                                                                                                                          
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                          
|      | If a corporation that is not a
      subsidiary of the Company is a shareholder, that corporation may appoint a
      person to act as its representative at any meeting of shareholders of the
      Company, and,                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                          
|      | (a)                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                          
|      | (b)                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                          
|10.6  | When proxy provisions do not
      apply                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                          
|      | Articles 10.7 to 10.13 do not apply
      to the Company if and for so long as it is a public company.                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                          
|10.7  | Appointment of proxy holder                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                          
|      | Every shareholder of the Company,
      including a corporation that is a shareholder but not a subsidiary of the
      Company, entitled to vote at a meeting of shareholders of the Company may,
      by proxy, appoint a proxy holder to attend and act at the meeting in the
      manner, to the extent and with the powers conferred by the proxy.
|      |                                                                                                                                                                                                                                                                                                                                                          
|10.8  | Alternate proxy holders                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                          
|      | A shareholder may appoint one or more
      alternate proxy holders to act in the place of an absent proxy holder.                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                          
|10.9  | When proxy holder need not be
      shareholder                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                          
|      | A person must not be appointed as a
      proxy holder unless the person is a shareholder, although a person who is
      not a shareholder may be appointed as a proxy holder if                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                          
|      | (a)                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                          
|      | (b)                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                          
|      | (c)                                                                                                                                                                                                                                                                                                                                                      
|10.10 | Form of proxy                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                          
|      | A proxy, whether for a specified
      meeting or otherwise, must be either in the following form or in any other
      form approved by the directors or the chair of the meeting:                                                                                                                                                                      

---

- 11 -

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

|10.11 | Provision of proxies                                                                                                                                                                                                                                                                                                                             
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                  
|      | A proxy for a meeting of shareholders must                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                  
|      | (a)                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                  
|      | (b)                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                  
|10.12 | Revocation of proxies                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                  
|      | Subject to Article 10.13, every proxy may be revoked by
      an instrument in writing that is                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                  
|      | (a)                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                  
|      | (b)                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                  
|10.13 | Revocation of proxies must be signed                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                  
|      | An instrument referred to in Article 10.12 must be signed
      as follows:                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                  
|      | (a)                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                  
|      | (b)                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                  
|10.14 | Validity of proxy votes                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                  
|      | A vote given in accordance with the terms of a
      proxy is valid despite the death or incapacity of the shareholder giving
      the proxy and despite the revocation of the proxy or the revocation of the
      authority under which the proxy is given, unless notice in writing of that
      death, incapacity or revocation is received
|      |                                                                                                                                                                                                                                                                                                                                                  
|      | (a)                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                  
|      | (b)                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                  
|10.15 | Production of evidence of authority to
  vote                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                  
|      | The chair of any meeting of shareholders may, but need
      not, inquire into the authority of any person to vote at the meeting and
      may, but need not, demand from that person production of evidence as to
      the existence of the authority to vote.                                                                                

---

- 12 -

PART 11  DIRECTORS

|11.1 | First directors; number of
      directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | The first directors are the persons
      designated as directors of the Company in the Notice of Articles that
      applies to the Company when it is recognized under the Business
      Corporations Act. The number of directors, excluding additional
      directors appointed under Article 12.8, is set at:                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | provided, however, if the Company is
      a public company, the Company must have at least 3 directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.2 | Change in number of directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | If the number of directors is set
      under Articles 11.1(b)(i):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|11.3 | Directors acts valid despite
      vacancy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | An act or proceeding of the directors
      is not invalid merely because fewer directors have been appointed or
      elected than the number of directors set or otherwise required under these
      Articles.                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.4 | Qualifications of directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | A director is not required to hold a
      share in the capital of the Company as qualification for his or her office
      but must be qualified as required by the Business Corporations Actto become, act or continue to act as a director.                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.5 | Remuneration of directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | The directors are entitled to the
      remuneration, if any, for acting as directors as the directors may from
      time to time determine. If the directors so decide, the remuneration of
      the directors will be determined by the shareholders. That remuneration
      may be in addition to any salary or other remuneration paid to a director
      in such directors capacity as an officer or employee of the Company.                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.6 | Reimbursement of expenses of
      directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | The Company must reimburse each
      director for the reasonable expenses that he or she may incur in and about
      the business of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.7 | Special remuneration for
      directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | If any director performs any
      professional or other services for the Company that in the opinion of the
      directors are outside the ordinary duties of a director, or if any
      director is otherwise specially occupied in or about the Companys
      business, he or she may be paid remuneration fixed by the directors, or,
      at the option of that director, fixed by ordinary resolution, and such
      remuneration may be either in addition to, or in substitution for, any
      other remuneration that he or she may be entitled to receive.

---

- 13 -

|11.8                                              | Gratuity, pension or allowance on retirement of
      director                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                  | Unless otherwise determined by ordinary resolution, the
      directors on behalf of the Company may pay a gratuity or pension or
      allowance on retirement to any director who has held any salaried office
      or place of profit with the Company or to his or her spouse or dependants
      and may make contributions to any fund and pay premiums for the purchase
      or provision of any such gratuity, pension or allowance.                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|PART 12  ELECTION AND REMOVAL OF
      DIRECTORS
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|12.1                                              | Election at annual general meeting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                  | At every annual general meeting and in every unanimous
      resolution contemplated by Article 7.2:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                  | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|12.2                                              | Consent to be a director                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                  | No election, appointment or designation of an individual
      as a director is valid unless:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                  | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                  | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|12.3                                              | Failure to elect or appoint directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                  | If:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                  | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                  | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                  | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|12.4                                              | Places of retiring directors not filled                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                  | If, at any meeting of shareholders at which there should
      be an election of directors, the places of any of the retiring directors
      are not filled by that election, those retiring directors who are not
      re-elected and who are asked by the newly elected directors to continue in
      office will, if willing to do so, continue in office to fill the vacancies
      in the number of directors set pursuant to these Articles until further
      new directors are elected at a meeting of shareholders convened for that
      purpose. If any such election or continuance of directors does not result
      in the election or continuance of the number of directors set pursuant to
      these Articles, the number of directors of the Company is deemed to be set
      at the number of directors actually elected or continued in
  office.

---

- 14 -

|12.5  | Directors may fill casual vacancies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | Any casual vacancy occurring in the board of directors
      may be filled by the directors.                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|12.6  | Remaining directors power to act                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | The directors may act notwithstanding any vacancy in the
      board of directors, but if the Company has fewer directors in office than
      the number set pursuant to these Articles as the quorum of directors, the
      directors may only act for the purpose of appointing directors up to that
      number or for the purpose of summoning a meeting of shareholders to fill
      any vacancies on the board of directors or for any other purpose permitted
      by the                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | Business Corporations Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|12.7  | Shareholders may fill vacancies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | If the Company has no directors or fewer directors in
      office than the number set pursuant to these Articles as the quorum of
      directors, the shareholders may elect or appoint directors to fill any
      vacancies on the board of directors.                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|12.8  | Additional directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | Notwithstanding Articles 11.1 and 11.2, between annual
      general meetings or unanimous resolutions contemplated by Article 7.2, the
      directors may appoint one or more additional directors, but the number of
      additional directors appointed under this Article 12.8 must not at any
      time exceed:                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|12.9  | Ceasing to be a director                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | A director ceases to be a director when:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|12.10 | Removal of director by shareholders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | The Shareholders may, by special resolution, remove any
      director before the expiration of his or her term of office, and may, by
      ordinary resolution, elect or appoint a director to fill the resulting
      vacancy. If the shareholders do not contemporaneously elect or appoint a
      director to fill the vacancy created by the removal of a director, then
      the directors may appoint, or the shareholders may elect or appoint by
      ordinary resolution, a director to fill that
vacancy.

---

- 15 -

|12.11                              | Removal of director by directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                   | The directors may remove any director before the
      expiration of his or her term of office if the director is convicted of an
      indictable offence, or if the director ceases to be qualified to act as a
      director of a company and does not promptly resign, and the directors may
      appoint a director to fill the resulting vacancy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|PART 13  PROCEEDINGS OF DIRECTORS
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|13.1                               | Meetings of directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                   | The directors may meet together for the conduct of
      business, adjourn and otherwise regulate their meetings as they think fit,
      and meetings of the board held at regular intervals may be held at the
      place, at the time and on the notice, if any, that the board may by
      resolution from time to time determine.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|13.2                               | Chair of meetings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                   | Meetings of directors are to be chaired by                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|13.3                               | Voting at meetings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                   | Questions arising at any meeting of directors are to be
      decided by a majority of votes and, in the case of an equality of votes,
      the chair of the meeting does not have a second or casting vote.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|13.4                               | Meetings by telephone or other communications
      medium                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                   | A director may participate in a meeting of the directors
      or of any committee of the directors in person, or by telephone or other
      communications medium, if all directors participating in the meeting are
      able to communicate with each other. A director may participate in a
      meeting of the directors or of any committee of the directors by a
      communications medium other than telephone if all directors participating
      in the meeting, whether in person or by telephone or other communications
      medium, are able to communicate with each other and if all directors who
      wish to participate in the meeting agree to such participation. A director
      who participates in a meeting in a manner contemplated by this Article
      13.4 is deemed for all purposes of the Business Corporations Actand these Articles to be present at the meeting and to have agreed to
      participate in that manner.
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|13.5                               | Who may call extraordinary meetings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                   | A director may call a meeting of the board at any time.
      The secretary, if any, must on request of a director , call a meeting of
      the board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|13.6                               | Notice of extraordinary meetings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                   | Subject to Articles 13.7 and 13.8, if a meeting of the
      board is called under Article 13.5, reasonable notice of that meeting,
      specifying the place, date and time of that meeting, must be given to each
      of the directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

---

- 16 -

| | (a) | by mail addressed to the directors address as it appears
      on the books of the Company or to any other address provided to the
      Company by the director for this purpose,
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                    
| | (b) | by leaving it at the directors prescribed address or at
      any other address provided to the Company by the director for this
      purpose, or                                
| |     |                                                                                                                                                                                    
| | (c) | orally, by delivery of written notice or by telephone,
      voice mail, e-mail, fax or any other method of legibly transmitting
      messages.                                   

|13.7                              | When notice not required                                                                                                                                                                                                                                                                                    
|--------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | It is not necessary to give notice of a meeting of the
      directors to a director if                                                                                                                                                                                                                     
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | (a)                                                                                                                                                                                                                                                                                                         
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | (b)                                                                                                                                                                                                                                                                                                         
|                                  |                                                                                                                                                                                                                                                                                                             
|13.8                              | Meeting valid despite failure to give
  notice                                                                                                                                                                                                                                                              
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | The accidental omission to give notice of any meeting of
      directors to any director, or the non-receipt of any notice by any
      director, does not invalidate any proceedings at that meeting.                                                                                                      
|                                  |                                                                                                                                                                                                                                                                                                             
|13.9                              | Waiver of notice of meetings                                                                                                                                                                                                                                                                                
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | Any director may file with the Company a document signed
      by the director waiving notice of any past, present or future meeting of
      the directors and may at any time withdraw that waiver with respect to
      meetings of the directors held after that withdrawal.                            
|                                  |                                                                                                                                                                                                                                                                                                             
|13.10                             | Effect of waiver                                                                                                                                                                                                                                                                                            
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | After a director files a waiver under Article 13.9 with
      respect to future meetings of the directors, and until that waiver is
      withdrawn, notice of any meeting of the directors need not be given to
      that director unless the director otherwise requires in writing to the
      Company.
|                                  |                                                                                                                                                                                                                                                                                                             
|13.11                             | Quorum                                                                                                                                                                                                                                                                                                      
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | The quorum necessary for the transaction of the business
      of the directors may be set by the directors and, if not so set, is a
      majority of the directors.                                                                                                                                       
|                                  |                                                                                                                                                                                                                                                                                                             
|13.12                             | If only one director                                                                                                                                                                                                                                                                                        
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | If, in accordance with Article 11.1, the number of
      directors is one, the quorum necessary for the transaction of the business
      of the directors is one director, and that director may constitute a
      meeting.                                                                               
|                                  |                                                                                                                                                                                                                                                                                                             
|PART 14  COMMITTEES OF DIRECTORS
|                                  |                                                                                                                                                                                                                                                                                                             
|14.1                              | Appointment of committees                                                                                                                                                                                                                                                                                   
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | The directors may, by resolution,                                                                                                                                                                                                                                                                           
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | (a)                                                                                                                                                                                                                                                                                                         
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | (b)                                                                                                                                                                                                                                                                                                         
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  |                                                                                                                                                                                                                                                                                                             

---

- 17 -

| | (c) | make any delegation referred to in paragraph (b) subject
      to the conditions set out in the resolution.
| | --- | -----------------------------------------------------------------------------------------------------------

|14.2               | Obligations of committee                                                                                                                                                                                                                                                                     
|------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |                                                                                                                                                                                                                                                                                              
|                   | Any committee formed under Article 14.1, in the exercise
      of the powers delegated to it, must                                                                                                                                                                                           
|                   |                                                                                                                                                                                                                                                                                              
|                   | (a)                                                                                                                                                                                                                                                                                          
|                   |                                                                                                                                                                                                                                                                                              
|                   | (b)                                                                                                                                                                                                                                                                                          
|                   |                                                                                                                                                                                                                                                                                              
|14.3               | Powers of board                                                                                                                                                                                                                                                                              
|                   |                                                                                                                                                                                                                                                                                              
|                   | The board may, at any time,                                                                                                                                                                                                                                                                  
|                   |                                                                                                                                                                                                                                                                                              
|                   | (a)                                                                                                                                                                                                                                                                                          
|                   |                                                                                                                                                                                                                                                                                              
|                   | (b)                                                                                                                                                                                                                                                                                          
|                   |                                                                                                                                                                                                                                                                                              
|                   | (c)                                                                                                                                                                                                                                                                                          
|                   |                                                                                                                                                                                                                                                                                              
|14.4               | Committee meetings                                                                                                                                                                                                                                                                           
|                   |                                                                                                                                                                                                                                                                                              
|                   | Subject to Article 14.2(a),                                                                                                                                                                                                                                                                  
|                   |                                                                                                                                                                                                                                                                                              
|                   | (a)                                                                                                                                                                                                                                                                                          
|                   |                                                                                                                                                                                                                                                                                              
|                   | (b)                                                                                                                                                                                                                                                                                          
|                   |                                                                                                                                                                                                                                                                                              
|                   | (c)                                                                                                                                                                                                                                                                                          
|                   |                                                                                                                                                                                                                                                                                              
|                   | (d)                                                                                                                                                                                                                                                                                          
|                   |                                                                                                                                                                                                                                                                                              
|PART 15  OFFICERS
|                   |                                                                                                                                                                                                                                                                                              
|15.1               | Appointment of officers                                                                                                                                                                                                                                                                      
|                   |                                                                                                                                                                                                                                                                                              
|                   | The board may, from time to time, appoint a president,
      secretary or any other officers that it considers necessary, and none of
      the individuals appointed as officers need be a member of the
  board.                                                                           
|                   |                                                                                                                                                                                                                                                                                              
|15.2               | Functions, duties and powers of officers                                                                                                                                                                                                                                                     
|                   |                                                                                                                                                                                                                                                                                              
|                   | The board may, for each officer,                                                                                                                                                                                                                                                             
|                   |                                                                                                                                                                                                                                                                                              
|                   | (a)                                                                                                                                                                                                                                                                                          
|                   |                                                                                                                                                                                                                                                                                              
|                   | (b)                                                                                                                                                                                                                                                                                          
|                   |                                                                                                                                                                                                                                                                                              
|                   | (c)                                                                                                                                                                                                                                                                                          
|                   |                                                                                                                                                                                                                                                                                              
|15.3               | Remuneration                                                                                                                                                                                                                                                                                 
|                   |                                                                                                                                                                                                                                                                                              
|                   | All appointments of officers are to be made on the terms
      and conditions and at the remuneration (whether by way of salary, fee,
      commission, participation in profits or otherwise) that the board thinks
      fit and are subject to termination at the pleasure of the
  board.

---

- 18 -

PART 16  CERTAIN PERMITTED ACTIVITIES OF DIRECTORS

|16.1                      | Other office of director                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                          | A director may hold any office or place of profit
      with the Company (other than the office of auditor of the Company) in
      addition to his or her office of director for the period and on the terms
      (as to remuneration or otherwise) that the directors may determine.                                                                                                                                                                                                                                                                                                      
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|16.2                      | No disqualification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                          | No director or intended director is disqualified by his
      or her office from contracting with the Company either with regard to the
      holding of any office or place of profit the director holds with the
      Company or as vendor, purchaser or otherwise.                                                                                                                                                                                                                                                                                                                       
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|16.3                      | Professional services by director or
  officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                          | Subject to compliance with the provisions of the
      Business Corporations Act, a director or officer of the Company, or
      any corporation or firm in which that individual has an interest, may act
      in a professional capacity for the Company, except as auditor of the
      Company, and the director or officer or such corporation or firm is
      entitled to remuneration for professional services as if that individual
      were not a director or officer.                                                                                                         
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|16.4                      | Remuneration and benefits received from certain
      entities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                          | A director or officer may be or become
      a director, officer or employee of, or may otherwise be or become
      interested in, any corporation, firm or entity in which the Company may be
      interested as a shareholder or otherwise, and, subject to compliance with
      the provisions of the Business Corporations Act, the director or
      officer is not accountable to the Company for any remuneration or other
      benefits received by him or her as director, officer or employee of, or
      from his or her interest in, such other corporation, firm or entity.
|
|
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|PART 17  INDEMNIFICATION
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|17.1                      | Indemnification of directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                          | The directors must cause the Company to indemnify its
      directors and former directors, and their respective heirs and personal or
      other legal representatives to the greatest extent permitted by Division 5
      of Part 5 of the Business Corporations Act.                                                                                                                                                                                                                                                                                                                    
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|17.2                      | Deemed contract                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                          | Each director is deemed to have contracted with the
      Company on the terms of the indemnity referred to in Article
  17.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|PART 18  AUDITOR        
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|18.1                      | Remuneration of an auditor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                          | The directors may set the remuneration of the auditor of
      the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|18.2                      | Waiver of appointment of an auditor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                          | The Company shall not be required to appoint an auditor
      if all of the shareholders of the Company, whether or not their shares
      otherwise carry the right to vote, resolve by a unanimous resolution to
      waive the appointment of an auditor. Such waiver may be given before, on
      or after the date on which an auditor is required to be appointed under
      the Business Corporations Act, and is effective for one financial
      year only.                                                                                                                     
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|PART 19  DIVIDENDS      
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|19.1                      | Declaration of dividends                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                          | Subject to the rights, if any, of shareholders holding
      shares with special rights as to dividends, the directors may from time to
      time declare and authorize payment of any dividends the directors consider
      appropriate.                                                                                                                                                                                                                                                                                                                                                  

---

- 19 -

|19.2                               | No notice required                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                   | The directors need not give notice to any shareholder of
      any declaration under Article 19.1.                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|19.3                               | Directors may determine when dividend
    payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                   | Any dividend declared by the directors may be made
      payable on such date as is fixed by the directors.                                                                                                                                                                                                                                                                                                                                                                                                             
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|19.4                               | Dividends to be paid in accordance with number of
      shares                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                   | Subject to the rights of shareholders, if any, holding
      shares with special rights as to dividends, all dividends on shares of any
      class or series of shares must be declared and paid according to the
      number of such shares held.                                                                                                                                                                                                                                                                    
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|19.5                               | Manner of paying dividend                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                   | A resolution declaring a dividend may direct
      payment of the dividend wholly or partly by the distribution of specific
      assets or of paid up shares or fractional shares, bonds, debentures or
      other debt obligations of the Company, or in any one or more of those
      ways, and, if any difficulty arises in regard to the distribution, the
      directors may settle the difficulty as they consider expedient, and, in
      particular, may set the value for distribution of specific assets.
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|19.6                               | Dividend bears no interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                   | No dividend bears interest against the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|19.7                               | Fractional dividends                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                   | If a dividend to which a shareholder is entitled includes
      a fraction of the smallest monetary unit of the currency of the dividend,
      that fraction may be disregarded in making payment of the dividend and
      that payment represents full payment of the dividend.                                                                                                                                                                                                                                      
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|19.8                               | Payment of dividends                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                   | Any dividend or other distribution payable in cash in
      respect of shares may be paid by cheque, made payable to the order of the
      person to whom it is sent, and mailed                                                                                                                                                                                                                                                                                                                                       
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|19.9                               | Receipt by joint shareholders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                   | If several persons are joint shareholders of any share,
      any one of them may give an effective receipt for any dividend, bonus or
      other money payable in respect of the share.                                                                                                                                                                                                                                                                                                                               
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|PART 20  ACCOUNTING RECORDS      
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|20.1                               | Recording of financial affairs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                   | The board must cause adequate accounting records to be
      kept to record properly the financial affairs and condition of the Company
      and to comply with the provisions of the Business Corporations
      Act.                                                                                                                                                                                                                                                                                                 
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|PART 21  EXECUTION OF INSTRUMENTS
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|21.1                               | Who may attest seal                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                   | The Companys seal, if any, must not be impressed on any
      record except when that impression is attested by the signature or
      signatures of                                                                                                                                                                                                                                                                                                                                                                   

---

- 20 -

| | (a) | any 2 directors,                                                                                           
| | --- | -----------------------------------------------------------------------------------------------------------
| |     |                                                                                                            
| | (b) | any officer, together with any director,                                                                   
| |     |                                                                                                            
| | (c) | if the Company has only one director, that director,
      or                                              
| |     |                                                                                                            
| | (d) | any one or more directors or officers or persons as may
      be determined by resolution of the directors.

|21.2              | Sealing copies                                                                                                                                                                                                                                                                                      
|----------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                  |                                                                                                                                                                                                                                                                                                     
|                  | For the purpose of certifying under seal a true copy of
      any resolution or other document, the seal must be impressed on that copy
      and, despite Article 21.1, may be attested by the signature of any
      director or officer.                                                         
|                  |                                                                                                                                                                                                                                                                                                     
|21.3              | Execution of documents not under seal                                                                                                                                                                                                                                                               
|                  |                                                                                                                                                                                                                                                                                                     
|                  | Any instrument, document or agreement for which the seal
      need not be affixed may be executed for and on behalf of and in the name
      of the Company by any one director or officer of the Company, or by any
      other person appointed by the directors for such purpose.               
|                  |                                                                                                                                                                                                                                                                                                     
|PART 22  NOTICES
|                  |                                                                                                                                                                                                                                                                                                     
|22.1              | Method of giving notice                                                                                                                                                                                                                                                                             
|                  |                                                                                                                                                                                                                                                                                                     
|                  | Unless the Business Corporations Actor these
      Articles provides otherwise, a notice, statement, report or other record
      required or permitted by the Business Corporations Actor these
      Articles to be sent by or to a person may be sent by any one of the
      following methods: 
|                  |                                                                                                                                                                                                                                                                                                     
|                  | (a)                                                                                                                                                                                                                                                                                                 
|                  |                                                                                                                                                                                                                                                                                                     
|                  |                                                                                                                                                                                                                                                                                                     
|                  |                                                                                                                                                                                                                                                                                                     
|                  |                                                                                                                                                                                                                                                                                                     
|                  |                                                                                                                                                                                                                                                                                                     
|                  |                                                                                                                                                                                                                                                                                                     
|                  |                                                                                                                                                                                                                                                                                                     
|                  | (b)                                                                                                                                                                                                                                                                                                 
|                  |                                                                                                                                                                                                                                                                                                     
|                  |                                                                                                                                                                                                                                                                                                     
|                  |                                                                                                                                                                                                                                                                                                     
|                  |                                                                                                                                                                                                                                                                                                     
|                  |                                                                                                                                                                                                                                                                                                     
|                  |                                                                                                                                                                                                                                                                                                     
|                  |                                                                                                                                                                                                                                                                                                     
|                  | (c)                                                                                                                                                                                                                                                                                                 
|                  |                                                                                                                                                                                                                                                                                                     
|                  | (d)                                                                                                                                                                                                                                                                                                 
|                  |                                                                                                                                                                                                                                                                                                     
|                  | (e)                                                                                                                                                                                                                                                                                                 
|                  |                                                                                                                                                                                                                                                                                                     
|22.2              | Deemed receipt of mailing                                                                                                                                                                                                                                                                           
|                  |                                                                                                                                                                                                                                                                                                     
|                  | A record that is mailed to a person by ordinary mail to
      the applicable address for that person referred to in Article 22.1 is
      deemed to be received by the person to whom it was mailed on the day,
      Saturdays, Sundays and holidays excepted, following the date of
      mailing.

---

- 21 -

|22.3                                            | Certificate of sending                                                                                                                                                                                                                                                                                                                                                                        
|----------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                |                                                                                                                                                                                                                                                                                                                                                                                               
|                                                | A certificate signed by the secretary, if any, or
      other officer of the Company or of any other corporation acting in that
      behalf for the Company stating that a notice, statement, report or other
      record was addressed as required by Article 22.1, prepaid and mailed or
      otherwise sent as permitted by Article 22.1 is conclusive evidence of that
      fact.     
|                                                |                                                                                                                                                                                                                                                                                                                                                                                               
|22.4                                            | Notice to joint shareholders                                                                                                                                                                                                                                                                                                                                                                  
|                                                |                                                                                                                                                                                                                                                                                                                                                                                               
|                                                | A notice, statement, report or other record may
      be provided by the Company to the joint registered shareholders of a share
      by providing the notice to the joint registered shareholder first named in
      the central securities register in respect of the share.                                                                                                              
|                                                |                                                                                                                                                                                                                                                                                                                                                                                               
|22.5                                            | Notice to trustees                                                                                                                                                                                                                                                                                                                                                                            
|                                                |                                                                                                                                                                                                                                                                                                                                                                                               
|                                                | A notice, statement, report or other record may
      be provided by the Company to the persons entitled to a share in
      consequence of the death, bankruptcy or incapacity of a shareholder
  by:                                                                                                                                                                                        
|                                                |                                                                                                                                                                                                                                                                                                                                                                                               
|                                                | (a)                                                                                                                                                                                                                                                                                                                                                                                           
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|                                                |                                                                                                                                                                                                                                                                                                                                                                                               
|                                                |                                                                                                                                                                                                                                                                                                                                                                                               
|                                                | (b)                                                                                                                                                                                                                                                                                                                                                                                           
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|PART 23  RESTRICTION ON SHARE
      TRANSFER  
|                                                |                                                                                                                                                                                                                                                                                                                                                                                               
|23.1                                            | Application                                                                                                                                                                                                                                                                                                                                                                                   
|                                                |                                                                                                                                                                                                                                                                                                                                                                                               
|                                                | Article 23.2 does not apply to the Company if and for so
      long as it is a public company.                                                                                                                                                                                                                                                                                                
|                                                |                                                                                                                                                                                                                                                                                                                                                                                               
|23.2                                            | Consent required for transfer                                                                                                                                                                                                                                                                                                                                                                 
|                                                |                                                                                                                                                                                                                                                                                                                                                                                               
|                                                | No shares may be sold, transferred or otherwise disposed
      of without the consent of the directors and the directors are not required
      to give any reason for refusing to consent to any such sale, transfer or
      other disposition.                                                                                                                                             
|                                                |                                                                                                                                                                                                                                                                                                                                                                                               
|PART 24 - SPECIAL RIGHTS AND
      RESTRICTIONS
|                                                |                                                                                                                                                                                                                                                                                                                                                                                               
|24.1                                            | Preferred shares issuable in series                                                                                                                                                                                                                                                                                                                                                           
|                                                |                                                                                                                                                                                                                                                                                                                                                                                               
|                                                | The Preferred shares may include one or more series and,
      subject to the Business Corporations Act, the directors may, by
      resolution, if none of the shares of any particular series are issued,
      alter the Articles of the Company and authorize the alteration of the
      Notice of Articles of the Company, as the case may be, to do one or more
      of the following:
|                                                |                                                                                                                                                                                                                                                                                                                                                                                               
|                                                | (a)                                                                                                                                                                                                                                                                                                                                                                                           
|                                                |                                                                                                                                                                                                                                                                                                                                                                                               
|                                                | (b)                                                                                                                                                                                                                                                                                                                                                                                           
|                                                |                                                                                                                                                                                                                                                                                                                                                                                               
|                                                | (c)                                                                                                                                                                                                                                                                                                                                                                                           

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|24.2 | Dissolution or winding up                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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|     | The holders of Preferred shares shall be entitled, on the
      liquidation or dissolution of the Company, whether voluntary or
      involuntary, or on any other distribution of its assets among its
      shareholders for the purpose of winding up its affairs, to receive, before
      any distribution is made to the holders of Common shares or any other
      shares of the Company ranking junior to the Preferred shares with respect
      to the repayment of capital on the liquidation or dissolution of the
      Company, whether voluntary or involuntary, or on any other distribution of
      its assets among its shareholders for the purpose of winding up its
      affairs, the amount paid up with respect to each Preferred share held by
      them, together with the fixed premium (if any) thereon, all accrued and
      unpaid cumulative dividends (if any and if preferential) thereon, which
      for such purpose shall be calculated as if such dividends were accruing on
      a day-to-day basis up to the date of such distribution, whether or not
      earned or declared, and all declared and unpaid non-cumulative dividends
      (if any and if preferential) thereon. After payment to the holders of the
      Preferred shares of the amounts so payable to them, they shall not, as
      such, be entitled to share in any further distribution of the property or
      assets of the Company, except as specifically provided in the special
      rights and restrictions attached to any particular series. All assets
      remaining after payment to the holders of Preferred shares as aforesaid
      shall be distributed rateably among the holders of the Common
    shares.
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|24.3 | Preferred shares do not confer right to receive notice
      of, attend or vote at general meetings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | Except for such rights relating to the election of
      directors on a default in payment of dividends as may be attached to any
      series of the Preferred shares by the directors, holders of Preferred
      shares shall not be entitled, as such, to receive notice of, or to attend
      or vote at, any general meeting of shareholders of the
  Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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