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Exhibit 1.02


ADVANCED PROTEOME THERAPEUTICS CORPORATION (the
"Company")

COPY OF SPECIAL RESOLUTION CONSENTED TO IN WRITING BY THE
SOLE SHAREHOLDER OF THE COMPANY RECEIVED FOR DEPOSIT AT THE RECORDS OFFICE
OF THE COMPANYEFFECTIVE OCTOBER 30, 2006

Adoption of Articles

RESOLVED,as a special resolution, that the existing
Articles of the Company be cancelled and that the form of Articles attached as
Schedule A to this resolution are adopted as the Articles of the Company.

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Incorporation number: BC0742956

ADVANCED PROTEOME THERAPEUTICS CORPORATION(the
"Company")

ARTICLES

|ARTICLE I INTERPRETATION                                          |  |  | 2 
|----------------------------------------------------------------- |  |  | --
|ARTICLE 2 SHARES AND SHARE CERTlFICATES                           |  |  | 2 
|ARTICLE 3 ISSUE OF SHARES                                         |  |  | 4 
|ARTICLE 4 SHARE REGISTERS                                         |  |  | 5 
|ARTICLE 5 SHARE TRANSFERS                                         |  |  | 5 
|ARTICLE 6 TRANSMISSION OF SHARES                                  |  |  | 7 
|ARTICLE 7 PURCHASE OF
      SHARES                                |  |  | 7 
|ARTICLE 8 BORROWING POWERS                                        |  |  | 8 
|ARTICLE 9 AL TERATIONS                                            |  |  | 9 
|ARTlCLE 10 MEETINGS OF
      SHAREHOLDERS                         |  |  | 10
|ARTICLE II PROCEEDINGS
      AT MEETINGS OF SHAREHOLDERS          |  |  | 12
|ARTICLE 12 VOTES OF SHAREHOLDERS                                  |  |  | 16
|ARTICLE 13 DIRECTORS                                              |  |  | 20
|ARTICLE 14 ELECTION AND REMOVAL OF
      DIRECTORS                |  |  | 22
|ARTICLE 15 ALTERNATE
      DIRECTORS                              |  |  | 24
|ARTICLE 16 POWERS AND DUTIES OF
      DIRECTORS                   |  |  | 26
|ARTICLE 17 DISCLOSURE OF
      INTEREST OF DIRECTORS AND OFFiCERS |  |  | 27
|ARTlCLE 18 PROCEEDINGS OF DIRECTORS                               |  |  | 28
|ARTICLE 19 EXECUTIVE AND
      OTHER COMMITTEES                   |  |  | 31
|ARTICLE 20 OFFICERS                                               |  |  | 32
|ARTICLE 21
      INDEMNIFICATION                                  |  |  | 33
|ARTICLE 22 DIVIDENDS                                              |  |  | 35
|ARTICLE 23 DOCUMENTS,
      RECORDS AND REPORTS                   |  |  | 36
|ARTICLE 24 NOTlCES                                                |  |  | 37
|ARTICLE 25 SEAL                                                   |  |  | 38

Adopted effective October30, 2006.

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- 2 -

ARTICLE!

INTERPRETATION

Definitions

1.1      In these Articles, unless the
context otherwise requires:

(a)      
"board of directors", "directors" and "board" mean the directors or sole
director of the Company for the time being;

(b)      
"Act" means the Business Corporations Act(British Columbia) from time to
time in force and all amendments thereto and includes all regulations and
amendments thereto made pursuant to that Act; (c) "legal personal
representative" means the personal or other legal representative of the
shareholder;

(d)      
"registered address" of a shareholder means the shareholder's address as
recorded in the central securities register;

(e)      
"seal" means the seal of the Company, if any;

(f)      
"share" means a share in the capital of the Company; and

(g)      "special majority" means
the majority of votes described in § 11.2 which is required to pass a special
resolution.

Act and Interpretation ActDefinitions Applicable

1.2       The definitions in the
Act and the definitions and rules of construction in the Interpretation Act,with the necessary changes, so far as applicable, and except as the context
requires otherwise, apply to these Articles as if they were an enactment. If
there is a conflict between a definition in the Act and a definition or rule in
the Interpretation Act relating to a term used in these Articles, the definition
in the Act will prevail. If there is a conflict or inconsistency between these
Articles and the Act, the Act will prevail.

ARTICLE 2

SHARES AND SHARE CERTIFICATES

Authorized Share Structure

2.1       The authorized share
structure of the Company consists of shares of the class or classes and series,
if any, described in the Notice of Articles of the Company.

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- 3 -

Form of Share Certificate

2.2       Each share certificate
issued by the Company must comply with, and be signed as required by, the Act.

Shareholder Entitled to Certificate or Acknowledgment

2.3       Each shareholder is
entitled on request, 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 acknowledgment 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 or acknowledgment and delivery of a share certificate or
acknowledgment for a share to one of several joint shareholders or to one of the
shareholders' duly authorized agents will be sufficient delivery to all.

Delivery by Mail

2.4       Any share certificate
or non-transferable written acknowledgment of a shareholder's right to obtain a
share certificate may be sent to the shareholder by mail at the shareholder's
registered address and neither the Company nor any director, officer or agent of
the Company is liable for any loss to the shareholder because the share
certificate or acknowledgement is lost in the mail or stolen.

Replacement of WornOut or Defaced Certificate or
Acknowledgement

2.5       If a share
certificate or a non-transferable written acknowledgment of the shareholder's
right to obtain a share certificate is worn out or defaced, the Company must, on
production of the share certificate or acknowledgment, as the case may be, and
on such other terms, if any, as are deemed fit:

| | (a) | cancel the share certificate or acknowledgment; and     
| | --- | --------------------------------------------------------
| |     |                                                         
| | (b) | issue a replacement share certificate or acknowledgment.

Replacement of Lost, Stolen or Destroyed Certificate or
Acknowledgment

2.6       If a share
certificate or a non-transferable written acknowledgment of a shareholder's
right to obtain a share certificate is lost, stolen or destroyed, the Company
must issue a replacement share certificate or acknowledgment, as the case may
be, to the person entitled to that share certificate or acknowledgment, if it
receives:

| | (a) | proof satisfactory to it of the loss, theft or destruction; and
| | --- | ---------------------------------------------------------------
| |     |                                                                
| | (b) | any indemnity the directors consider adequate.                 

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- 4 -

Splitting Share Certificates

2.7       If a shareholder
surrenders a share certificate to the Company with a written request that the
Company issue in the shareholder's name two or more share certificates, each
representing a specified number of shares and in the aggregate representing the
same number of shares as the share certificate so surrendered, the Company must
cancel the surrendered share certificate and issue replacement share
certificates in accordance with that request.

Certificate Fee

2.8       There must be paid to
the Company, in relation to the issue of any share certificate under §2.5, §2.6
or §2.7, the amount, if any, not exceeding the amount prescribed under the Act,
determined by the directors.

Recognition of Trusts

2.9       Except as required by
law or statute or these Articles, no person will be recognized by the Company as
holding any share upon any trust, and the Company is not bound by or compelled
in any way to recognize (even when having notice thereof) any equitable,
contingent, future or partial interest in any share or fraction of a share or
(except as required by law or statute or these Articles provided or as ordered
by a court of competent jurisdiction) any other rights in respect of any share
except an absolute right to the entirety thereof in the shareholder.

ARTICLE 3

ISSUE OF SHARES

Directors Authorized

3.1       Subject to the Act and
the rights of the holders of issued shares of the Company, the Company may
allot, issue, sell 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 consideration (including
any premium at which shares with par value may be issued) that the directors may
determine. The issue price for a share with par value must be equal to or
greater than the par value of the share.

Commissions and Discounts

3.2       The Company may at any
time pay a reasonable commission or allow a reasonable discount to any person in
consideration of that person's purchase or agreement to purchase shares of the
Company from the Company or any other person's procurement or agreement to
procure purchasers for shares of the Company.

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Brokerage

3.3       The Company may pay
such brokerage fee or other consideration as may be lawful for or in connection
with the sale or placement of its securities.

Share Purchase Warrants and Rights

3.4       Subject to the Act, the
Company may issue share purchase warrants, options and rights upon such terms
and conditions as the directors determine, which share purchase warrants,
options and rights may be issued alone or in conjunction with debentures,
debenture stock, bonds, shares or any other securities issued or created by the
Company from time to time.

ARTICLE 4

SHARE REGISTERS

Central Securities Register

**4.1**      As
required by and subject to the Act, the Company must maintain in British
Columbia a central securities register and may appoint an agent to maintain such
register. The directors may appoint one or more agents, including the agent
appointed to keep the central securities register, as transfer agent for shares
or any class or series of shares and the same or another agent as registrar for
shares or such class or series of shares, as the case may be. The directors may
terminate such appointment of any agent at any time and may appoint another
agent in its place.

ARTICLES

SHARE TRANSFERS

Registering Transfers

5.1       A transfer of a share
must not be registered unless the Company or the transfer agent or registrar for
the class or series of shares to be transferred has received:

(a)      
except as exempted by the Act, a duly signed proper instrument of transfer in
respect of the share;

(b)      
if a share certificate has been issued by the Company in respect of the share to
be transferred, that share certificate;

(c)      
if a non-transferable written acknowledgment of the shareholder's right to
obtain a share certificate has been issued by the Company in respect of the
share to be transferred, that acknowledgment; and

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- 6 -

(d)      such
other evidence, if any, as the Company or the transfer agent or registrar for
the class or series of share to be transferred may require to prove the title of
the transferor or the transferor's right to transfer the share, the due signing
of the instrument of transfer and the right of the transferee to have the
transfer registered.

Form of Instrument of Transfer

5.2       The instrument of
transfer in respect of any share must be either in the form, if any, on the back
of the Company's share certificates of that class or series or in some other
form that may be approved by the directors.

Transferor Remains Shareholder

5.3       Except to the extent
that the Act otherwise provides, the transferor of a share is deemed to remain
the holder of it until the name of the transferee is entered in a securities
register of the Company in respect of the transfer.

Signing of Instrument of Transfer

5.4       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 specified in any other manner, or, if no number is
specified, all the shares represented by the share certificates or set out in
the written acknowledgments deposited with the instrument of transfer:

(a)      
in the name of the person named as transferee in that instrument of transfer; or

(b)      
if no person is named as transferee in that instrument of transfer, in the name
of the person on whose behalf the instrument is deposited for the purpose of
having the transfer registered.

Enquiry as to Title Not Required

5.5       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 transferred, of
any interest in such shares, of any share certificate representing such shares
or of any written acknowledgment of a right to obtain a share certificate for
such shares.

Transfer Fee

5.6       There must be paid to
the Company, in relation to the registration of a transfer, the amount, if any,
determined by the directors.

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- 7 -

ARTICLE 6

TRANSMISSION OF SHARES

Legal Personal Representative Recognized on Death

6.1       In case of the death of
a shareholder, the legal personal representative of the shareholder, or if the
shareholder was a joint holder, the surviving joint holder, will be the only
person recognized by the Company as having any title to the shareholder's
interest in the shares. Before recognizing a person as a legal personal
representative of a shareholder, the Company shall receive the documentation
required by the Act.

Rights of Legal Personal Representative

6.2       The legal personal
representative of a shareholder has the same rights, privileges and obligations
that attach to the shares held by the shareholder, including the right to
transfer the shares in accordance with these Articles, provided the documents
required by the Act and the directors have been deposited with the Company. This
Article 6.2 does not apply in the case of the death of a shareholder with
respect to shares registered in the name of the shareholder and the name of
another person in joint tenancy.

ARTICLE 7

PURCHASE OF SHARES

Company Authorized to Purchase Shares

7.1       Subject to §7.2, to the
special rights and restrictions attached to the shares of any class or series
and to the Act, the Company may, if authorized by the directors, purchase or
otherwise acquire any of its shares at the price and upon the terms specified
and determined by the directors.

Purchase When Insolvent

7.2       The Company must not
make a payment or provide any other consideration to purchase or otherwise
acquire any of its shares if there are reasonable grounds for believing that:

(a)      
the Company is insolvent; or

(b)      
making the payment or providing the consideration would render the Company
insolvent.

Sale and Voting of Purchased Shares

7.3       If the Company retains
a share redeemed, purchased or otherwise acquired by it, the Company may sell,
gift or otherwise dispose of the share, but, while such share is held by the
Company, it:

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- 8 -

| | (a) | is not entitled to vote the share at a meeting of its shareholders;
| | --- | -------------------------------------------------------------------
| |     |                                                                    
| | (b) | must not pay a dividend in respect of the share; and               
| |     |                                                                    
| | (c) | must not make any other distribution in respect of the share.      

Company Entitled to Purchase or Redeem Share Fractions

7.4       The Company may,
without prior notice to the holders, purchase or redeem for fair value any and
all outstanding share fractions of any class or kind of shares in its authorized
share structure as may exist at any time and from time to time. Upon the Company
delivering the purchase funds and confirmation of purchase or redemption of the
share fractions to the holders' registered or last known address, or if the
Company has a transfer agent then to such agent for the benefit of and
forwarding to such holders, the Company shall thereupon amend its central
securities register to reflect the purchase or redemption of such share
fractions and if the company has a transfer agent, shall direct the transfer
agent to amend the central securities register accordingly. Any holder of a
share fraction, who upon receipt of the funds and confirmation of purchase or
redemption of same, disputes the fair value paid for the fraction, shall have
the right to apply to the court to request that it set the price and terms of
payment and make consequential orders and give directions the court considers
appropriate, as if the Company were the "acquiring person" as contemplated by
Division 6, Compulsory Acquisitions, under the Act and the holder were an
"offeree" subject to the provisions contained in such Division, mutatis
mutandis.

ARTICLES

BORROWING POWERS

8.1       Company, if authorized
by the directors, may:

(a)      
borrow money in the manner and amount, on the security, from the sources and on
the terms and conditions that they consider appropriate;

(b)      
issue bonds, debentures and other debt obligations either outright or as
security for any liability or obligation of the Company or any other person and
at such discounts or premiums and on such other terms as the directors consider
appropriate;

(c)      
guarantee the repayment of money by any other person or the performance of any
obligation of any other person; and

(d)      
mortgage, charge, whether by way of specific or floating charge, grant a
security interest in, or give other security on, the whole or any part of the
present and future assets and undertaking of the Company.

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- 9 -

ARTICLE 9

ALTERATIONS

Alteration of Authorized Share Structure

9.1       Subject to §9.2 and the
Act, the Company may by ordinary resolution (or a resolution of the directors in
the case of §9.1(c) or §9.1(f)):

(a)      
create one or more classes or series of shares or, if none of the shares of a
class or series of shares are allotted or issued, eliminate that class or series
of shares;

(b)      
increase, reduce or eliminate the maximum number of shares that the Company is
authorized to issue out of any class or series of shares or establish a maximum
number of shares that the Company is authorized to issue out of any class or
series of shares for which no maximum is established;

(c)      
subdivide or consolidate all or any of its unissued, or fully paid issued,
shares;

(d)      
if the Company is authorized to issue shares of a class of shares with par
value:

(i)       decrease the par value of
those shares; or

(ii)       if none of the shares of
that class of shares are allotted or issued, increase the par value of those
shares;

(e)      
change all or any of its unissued, or fully paid issued, shares with par value
into shares without par value or any of its unissued shares without par value
into shares with par value;

(f)      
alter the identifying name of any of its shares; or

(g)      
otherwise alter its shares or authorized share structure when required or
permitted to do so by the Act where it does not specify by a special resolution;

and, if applicable, alter its Notice of Articles and Articles.

Special Rights and Restrictions

9.2       Subject to the Act and
in particular those provisions relating to the rights of holders of outstanding
shares to vote if their rights are prejudiced or interfered with, the Company
may by ordinary resolution:

(a)      
create special rights or restrictions for, and attach those special rights or
restrictions to, the shares of any class or series of shares, whether or not any
or all of those shares have been issued; or

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- 10-

(b)      
vary or delete any special rights or restrictions attached to the shares of any
class or series of shares, whether or not any or all of those shares have been
issued, and alter its Notice of Articles accordingly.

9.3       To the extent permitted
by and subject to the Act, if the special rights and restrictions attached to a
class or series of shares permit the directors to do so, the directors may:

(a)      
attach special rights or restrictions to the shares of any series of shares; or

(b)      
alter any special rights or restrictions attached to the shares of any class or
series of shares.

and, if applicable, alter its Notice of Articles and Articles.

Change ofName

9.4       The Company may by
resolution of the directors authorize an alteration of its Notice of Articles in
order to change its name or adopt or change any translation of that name.

Other Alterations

9.5       If the Act does not
specify the type of resolution and these Articles do not specify another type of
resolution, the Company may by ordinary resolution alter these Articles.

ARTICLE 10

MEETINGS OF SHAREHOLDERS

Annual GeneralMeetings

10.1       Unless an annual
general meeting is deferred or waived in accordance with the Act, the Company
must hold an armual general meeting at least once in each calendar year and not
more than 15 months after its last annual reference date.

Resolution Instead of Annual General Meeting

10.2       If all the
shareholders who are entitled to vote at an annual general meeting consent in
writing by a unanimous resolution under the Act to 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 § 1 0.2, select
as the Company's armual reference date a date that would be appropriate for the
holding of the applicable annual general meeting.

Calling of Meetings of Shareholders

10.3        may, whenever
they think fit, call a meeting of shareholders.

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Notice for Meetings of Shareholders

10.4        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) | if the Company is a public company, 21 days;
| | --- | --------------------------------------------
| |     |                                             
| | (b) | otherwise, 10 days.                         

Record Date for Notice

10.5        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 Act, by
more than four months. The record date must not precede the date on which the
meeting is held by fewer than:

| | (a) | if 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.

Record Date for Voting

10.6        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 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.

Failure to Give Notice and Waiver of Notice

10.7        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.

Notice of Special Business at Meetings of Shareholders

10.8        If a meeting of
shareholders is to consider special business within the meaning of § 11.1, the
notice of meeting must:

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- 12 -

(a)        state the general
nature of the special business; and

(b)        if the special
business includes considering, approving, ratifying, adopting or authorizing any
document or the signing of or giving of effect to any document, have attached to
it a copy of the document or state that a copy of the document will be available
for inspection by shareholders:

(i)        at the Company's
records office, or at such other reasonably accessible location in British
Columbia as is specified in the notice; and

(ii)        during statutory
business hours on anyone or more specified days before the day set for the
holding of the meeting.

Place of Meetings

10.9        In
addition to any location in British Columbia, any general meeting may be
held in any location outside British Columbia approved by a resolution of the
directors.

ARTICLE 11

PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

Special Business

**11.1**      
a meeting of shareholders, the following business is special business:

(a)        at a meeting of
shareholders that is not an annual general meeting, all business is special
business except business relating to the conduct of or voting at the meeting;

(b)        at an annual general
meeting, all business is special business except for the following:

(i)         business
relating to the conduct of or voting at the meeting;

(ii)        consideration of
any financial statements of the Company presented to the meeting;

(iii)       consideration of
any reports of the directors or auditor;

(iv)       the setting or
changing of the number of directors;

(v)        the election or
appointment of directors;

(vi)       the appointment of
an auditor;

(vii)       the setting of the
remuneration of an auditor;

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- 13 -

(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 Act, may be transacted at a meeting of
shareholders without prior notice of the business being given to the
shareholders.

Special Majority

11.2        The majority of
votes required to pass a special resolution at a meeting of shareholders is
two-thirds of the votes cast on the resolution.

Quorum

11.3        Subject to the
special rights and restrictions attached to the shares of any class or series of
shares, and to Article 11.4, the quorum for the transaction of business at a
meeting of shareholders is not less than two persons who are, or who represent
by proxy, shareholders who, in the aggregate, hold at least 5% of the issued
shares entitled to be voted at the meeting.

One Shareholder May Constitute Quorum

11.4        If there is only
one shareholder entitled to vote at a meeting of shareholders:

(a)        the quorum is one
person who is, or who represents by proxy, that shareholder, and

(b)        that shareholder,
present in person or by proxy, may constitute the meeting.

Other Persons May Attend

11.5        The directors,
the president (if any), the secretary (if any), the assistant secretary (if
any), any lawyer for the Company, the auditor of the Company and every other
person invited by the directors are entitled to attend any meeting of
shareholders, but if any of those persons does 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.

Requirement of Quorum

11.6        No busmess,
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 is present at the commencement of the meeting, but
such quorum need not be present throughout the meeting.

Lack of Quorum

11. 7        If,
within one-half hour from the time set for the holding of a meeting of
shareholders, a quorum is not present:

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- 14 -

(a)        in the case of a
general meeting requisitioned by shareholders, the meeting is dissolved, and

(b)        in the case of any
other meeting of shareholders, the meeting stands adjourned to the same day in
the next week at the same time and place.

Lack of Quorum at Succeeding Meeting

11.8        If, at the
meeting to which the meeting referred to in §11.7(b) was adjourned, a quorum is
not present within one-half hour from the time set for the holding of the
meeting, the person or persons present and being, or representing by proxy, two
or more shareholders entitled to attend and vote at the meeting shall be deemed
to constitute a quorum.

Chair

11.9        The following
individual is entitled to preside as chair at a meeting of shareholders:

(a)        the chair of the
board, if any; or

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

Selection of Alternate Chair

11.10        If, at any
meeting of shareholders, there is no chair of the board or president present
within 15 minutes after the time set for holding the meeting, or if the chair of
the board and the president are unwilling to act as chair of the meeting, or 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, thc directors present may choose either one of their number or the
solicitor of the Company to be chair of the meeting. If all of the directors
present decline to take the chair or fail to so choose or if no director is
present or the solicitor of the Company declines to take the chair, the
shareholders entitled to vote at the meeting who are present in person or by
proxy may choose any person present at the meeting to chair the meeting.

Adjournments

11.11        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.

Notice of Adjourned Meeting

11.12        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.

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- 15 -

Decisions by Show of Hands or Poll

11.13        Subject to the
Act, every motion put to a vote at a meeting of shareholders will be decided on
a show of hands unless a poll, before or on the declaration of the result of the
vote by show of hands, is directed by the chair or demanded by any shareholder
entitled to vote who is present in person or by proxy.

Declaration of Result

11.14        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. A
declaration of the chair that a resolution is carried by the necessary majority
or is defeated is, unless a poll is directed by the chair or demanded under
§11.13, conclusive evidence without proof of the number or proportion of the
votes recorded in favour of or against the resolution.

Motion Need Not be Seconded

11.15        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.

Casting Vote

11.16        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 second or casting vote in addition to the
vote or votes to which the chair may be entitled as a shareholder.

Manner of Taking Poll

11.17         (a)        Subject
to § 11.18, a poll is duly demanded at a meeting of shareholders: p o the
poll must be taken:

(i) at the meeting, or within seven
days after the date of the meeting, as the l ect chair of the meeting directs;
and i to

(ii) in the manner, at the time and at
the place that the chair of the meeting 11.1 directs;

(b)        the result of the
poll is deemed to be the decision of the meeting at which the poll is demanded;
and

(c)        the demand for the
poll may be withdrawn by the person who demanded it.

Demand for Poll on Adjournment

11.18        A poll demanded
at a meeting of shareholders on a question of adjournment must be taken
immediately at the meeting.

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- 16 -

Chair Must Resolve Dispute

11.19        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 dispute, and his or her determination
made in good faith is final and conclusive.

Casting of Votes

11.20        On a poll, a
shareholder entitled to more than one vote need not cast all the votes in the
same way.

Demand for Poll on Election of Chair

11.21        No poll may be
demanded in respect of the vote by which a chair of a meeting of shareholders is
elected.

Demand for Poll Not to Prevent Continuance of Meeting

11.22        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.

Retention of Ballots and Proxies

11.23        The Company
must, for at least three months after a meeting of shareholders, keep each
ballot cast on a poll and each proxy voted at the meeting, and, during that
period, make them available for inspection during normal business hours by any
shareholder or proxyholder entitled to vote at the meeting. At the end of such
three month period, the Company may destroy such ballots and proxies.

ARTICLE 12

VOTES OF SHAREHOLDERS

Number of Votes by Shareholder or by Shares

12.1        Subject to any
special rights or restrictions attached to any shares and to the restrictions
imposed on joint shareholders under §12.3:

(a)        on a vote by show of
hands, every person present who is a shareholder or proxy holder and entitled to
vote on the matter has one vote; and

(b)        on a poll, every
shareholder entitled to vote on the matter has one vote in respect of each share
entitled to be voted on the matter and held by that shareholder and may exercise
that vote either in person or by proxy.

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- 17 -

Votes of Persons in Representative Capacity

12.2        A person who is
not a shareholder may vote 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, if,
before doing so, the person satisfies the chair of the meeting, or the
directors, that the person is a legal personal representative or a trustee in
bankruptcy for a shareholder who is entitled to vote at the meeting.

Votes by Joint Holders

12.3        are joint
shareholders registered in respect of any share:

(a)        anyone of the joint
shareholders may vote at any meeting, either personally or by proxy, in respect
of the share as if that joint shareholder were solely entitled to it; or

(b)        if more than one of
the joint shareholders is present at any meeting, personally or by hproxy, and
more than one of them votes in respect of that share, then only the vote of the
ejoint shareholder present whose name stands first on the central securities
register in respect rof the share will be counted.

Legal Personal Representatives as Joint Shareholders

12.4        Two or more
legal personal representatives of a shareholder in whose sole name any share is
registered are, for the purposes of § 12.3, deemed to be joint shareholders.

Representative of a Corporate Shareholder

12.5        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) | for that purpose, the instrument appointing a representative
      must:
| | --- | ------------------------------------------------------------------------
| |     |                                                                         
| |     | (i)                                                                     
| |    
| |     |                                                                         
| |     | (ii)                                                                    
| |     |                                                                         
| | (b) | if a representative is appointed under this §12.5:                      
| |     |                                                                         
| |     | (i)                                                                     
| |    
| |     |                                                                         

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- 18 -

(ii)        the representative,
if present at the meeting, is to be counted for the purpose of forming a quorum
and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be
sent to the Company by written instrument, fax or any other method of
transmitting legibly recorded messages.

Proxy Provisions Do Not Apply to All Companies

12.6        If and for
so long as the Company is a public company or a pre-existing reporting company
which has the Statutory Reporting Company Provisions as part of its Articles or
to which the Statutory Reporting Company Provisions apply, then §12.7 to §12.15
are not mandatory, however the directors of the Company are authorized to apply
allor part of such sections or to adopt alternative procedures for proxy
form, deposit and revocation procedures to the extent that the directors deem
necessary in order to comply with securities laws applicable to the Company.

Appointment of Proxy Holders

12.7        Every
shareholder of the Company entitled to vote at a meeting of shareholders of the
Company may, by proxy, appoint one or more (but not more than two) proxy holders
to attend and act at the meeting in the manner, to the extent and with the
powers conferred by the proxy.

Alternate Proxy Holders

12.8        A shareholder
may appoint one or more alternate proxy holders to act in the place of an absent
proxy holder.

Proxy Holder Need Not Be Shareholder

12.9        A proxy holder
need not be a shareholder of the Company.

Deposit of Proxy

12.10        for a meeting
of shareholders must: A

(a)        be received at the
registered office of the Company or at any other place p specified, in the
notice calling the meeting, for the receipt of proxies, at least the number of
rbusiness days specified in the notice, or if no number of days is specified,
two business days o before the day set for the holding of the meeting; or

(b)        unless the notice
provides otherwise, be provided, at the meeting, to the chair of the meeting or
to a person designated by the chair of the meeting.

A proxy may be sent to the Company by written instrument, fax
or any other method of transmitting legibly recorded messages, including through
Internet voting or by email if permitted by the notice calling the meeting or
the information circular for the meeting.

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- 19 -

Validity of Proxy Vote

12.11        A vote given in
accordance with the terms of a proxy is valid notwithstanding 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)        at the registered
office of the Company, at any time up to and including the last business day
before the day set for the holding of the meeting at which the proxy is to be
used; or

(b)        by the chair of the
meeting, before the vote is taken.

Form of Proxy

12.12        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:

Advanced Proteome Therapeutics Corporation (the "Company")

The undersigned, being a shareholder of
the Company, hereby appoints [name] or, failing that person, [name], as proxy
holder for the undersigned to attend, act and vote for and on behalf of the
undersigned at the meeting of shareholders of the Company to be held on [month,
day, year] and at any adjournment of that meeting.

Number of shares in respect of which
this proxy is given (if no number is specified, then this proxy if given in
respect of all shares registered in the name of the shareholder):

Signed [month, day, year]

[Signature of shareholder]

[Name of shareholder-printed]

Revocation of Proxy

12.13        Subject to
§12.14, every proxy may be revoked by an instrument in writing that

IS:

(a)        received at the
registered office of the Company at any time up to and including the last
business day before the day set for the holding of the meeting at which the
proxy is to be used; or

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- 20-

(b)        provided, at the
meeting, to the chair of the meeting.

Revocation of Proxy Must Be Signed

12.14        An instrument
referred to in§12.13 must be signed as follows:

(a)        if the shareholder
for whom the proxy holder is appointed is an individual, the instrument must be
signed by the shareholder or his or her legal personal representative or trustee
inbankruptcy;

(b)        if the shareholder
for whom the proxy holder is appointed is a corporation, the instrument must be
signed by the corporation or by a representative appointed for the corporation
under §12.5.

Production of Evidence of Authority to Vote

12.15         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.

ARTICLE 13

DIRECTORS

First Directors; Number of Directors

13.1         The first
directors are the persons designated as directors of the Company inthe
Notice of Articles that applies to the Company when it is recognized under the
Act. The number of directors, excluding additional directors appointed under
§14.8, is set at:

(a) subject to §(b) and §(c), the
number of directors that is equal to the number of the Company's first
directors;

(b) if the Company is a public company,
the greater of three and the most recently set of:

(i) the number of directors set by a
resolution of the directors (whether or not previous notice of the resolution
was given); and

(ii) the number of directors inoffice pursuant to §14.4;

(c) if the Company is not a public
company, the most recently set of:

(i) the number of directors set by a
resolution of the directors (whether or not previous notice of the resolution
was given); and

(ii) the number of directors in office
pursuant to § 14.4.



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- 21 -

Change in Number of Directors

13.2         Member of
directors is set under § 13. I(b lei) or § 13.I( c)(i); I f

(a)         the
shareholders may elect or appoint the directors needed to fill any vacancies in
the board of directors up to that number; or t

(b)         if the
shareholders do not elect or appoint the directors needed to fill any h
vacancies in the board of directors up to that number then the directors may
appoint edirectors to fill those vacancies. n u

Directors' Acts Valid DespiteVacancy

13.3         An act or
proceeding of the directors is not invalid merely because fewer than the number
of directors set or otherwise required under these Articles is in office.

Qualifications of Directors

13.4         A director
is not required to hold a share as qualification for his or her office but must
be qualified as required by the Act to become, act or continue to act as a
director.

Remuneration of Directors

13.5         The
directors are entitled to the remuneration for acting as directors, ifany, as the directors may from time to time determine. If the directors so
decide, the remuneration of the directors, if any, will be determined by the
shareholders.

Reimbursement of Expenses of Directors

13.6         The
Company must reimburse each director for the reasonable expenses that he or she
may incur in and about the business of the Company.

Special Remuneration for Directors

13.7         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, he or
she may be paid remuneration fixed by the directors, or at the option of the
directors, fixed by ordinary resolution, and such remuneration will be in
addition to any other remuneration that he or she may be entitled to receive.

Gratuity, Pension or Allowance on Retirement of Director

13.8         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.

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- 22-

ARTICLE 14

ELECTION AND REMOVAL OF DIRECTORS

Election at Annual General Meeting

14.1         At every
annual general meeting and in every unanimous resolution contemplated by §1O.2:

(a)         the
shareholders entitled to vote at the annual general meeting for the election of
directors must elect, or in the unanimous resolution appoint, a board of
directors consisting of the number of directors for the time being set under
these Articles; and all the directors cease to hold office immediately before
the election or appointment of directors under §(a), but are eligible for
re-election or re-appointment.

Consent to be a Director

14.2         No
election, appointment or designation of an individual as a director is valid
unless:

(a)         that
individual consents to be a director in the manner provided for in the Act;

(b)         that
individual is elected or appointed at a meeting at which the individual is
present and the individual does not refuse, at the meeting, to be a director; or

(c)         with respect
to first directors, the designation is otherwise valid under the Act.

Failure to Elect or Appoint Directors

14.3           (a)        
the Company fails to hold an annual general meeting, and all the shareholders
Iwho are entitled to vote at an annual general meeting fail to pass the
unanimous fresolution contemplated by § 10.2, on or before the date by which the
annual general : meeting is required to be held under the Act; or

(b)         the shareholders fail, at
the annual general meeting or in the unanimous resolution contemplated by §
10.2, to elect or appoint any directors;

then each director then in office continues to hold office
until the earlier of:

(c)         the date on
which his or her successor is elected or appointed; and

(d)         the date on
which he or she otherwise ceases to hold office under the Act or these Articles.

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- 23 -

Places of Retiring Directors Not Filled

14.4         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
complete the number of directors for the time being set pursuant to these
Articles but their term of office shall expire when 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 for the time being 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.

Directors May Fill Casual Vacancies

14.5         Any casual
vacancy occurring in the board of directors may be filled by the directors.

Remaining Directors Power to Act

14.6         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 of summoning a meeting of
shareholders for the purpose of filling any vacancies on the board of directors
or, subject to the Act, for any other purpose.

Shareholders May Fill Vacancies

14.7         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.

Additional Directors

14.8        
Notwithstanding §13.1 and §13.2, between annual general meetings or unanimous
resolutions contemplated by § 10.2, the directors may appoint one or more
additional directors, but the number of additional directors appointed under
this §14.8 must not at any time exceed:

(a) one-third of the number of first
directors, if, at the time of the appointments, one or more of the first
directors have not yet completed their first term of office; or

(b) in any other case, one-third of the
number of the current directors who were elected or appointed as directors other
than under this § 14.8.

Any director so appointed ceases to hold office immediately
before the next election or appointment of directors under §14.1(a), but is
eligible for re-election or re-appointment.

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- 24-

Ceasing to be a Director

14.9         director
ceases to be a director when:

(a) the term of office of the director
expires;

(b) the director dies;

(c) the director resigns as a director
by notice in writing provided to the Company or a lawyer for the Company; or

(d) the director is removed from office
pursuant to § 14.10 or § 14.11. Removal of Director by Shareholders

14.10         The
Company may remove any director before the expiration of his or her term of
office by special resolution. In that event, the shareholders may elect, or
appoint by ordinary resolution, a director to fill the resulting vacancy. If the
shareholders do not elect or appoint a director to fill the resulting vacancy
contemporaneously with the removal, then the directors may appoint or the
shareholders may elect, or appoint by ordinary resolution, a director to fill
that vacancy.

Removal of Director by Directors

14.11         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.

ARTICLE 15

ALTERNATE DIRECTORS

Appointment of Alternate Director

15.1         Any
director (an "appointor") may by notice in writing received by the Company
appoint any person (an "appointee") who is qualified to act as a director to be
his or her alternate to act in his or her place at meetings of the directors or
committees of the directors at which the appointor is not present unless (in the
case of an appointee who is not a director) the directors have reasonably
disapproved the appointment of such person as an alternate director and have
given notice to that effect to his or her appointor within a reasonable time
after the notice of appointment is received by the Company.

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- 25 -

Notice of Meetings

15.2         Every
alternate director so appointed is entitled to notice of meetings of the
directors and of committees of the directors of which his or her appointor is a
member and to attend and vote as a director at any such meetings at which his or
her appointor is not present.

Alternate for More than One Director Attending Meetings

15.3         A person
may be appointed as an alternate director by more than one director, and an
alternate director:

(a)         will be
counted in determining the quorum for a meeting of directors once for each of
his or her appointors and, in the case of an appointee who is also a director,
once more in that capacity;

(b)         has a separate
vote at a meeting of directors for each of his or her appointors and, in the
case of an appointee who is also a director, an additional vote in that
capacity;

(c)         will be
counted in determining the quorum for a meeting of a committee of directors once
for each of his or her appointors who is a member of that committee and, in the
case of an appointee who is also a member of that committee as a directors, once
more in that capacity; and

(d)         has a separate
vote at a meeting of a committee of directors for each of his or her appointors
who is a member of that committee and, in the case of an appointee who is also a
member of that committee as a director, an additional vote in that capacity.

Consent Resolutions

15.4         Every
alternate director, if authorized by the notice appointing him or her, may sign
in place of his or her appointor any resolutions to be consented to in writing.
Alternate Director an Agent

15.5         Every
alternate director is deemed to be the agent of his or her appointor. Revocation
or Amendment of Appointment of Alternate Director

15.6         An
appointor may at any time, by notice in writing received by the Company, revoke
or amend the terms of the appointment of an alternate director appointed by him
or her. Ceasing to be an Alternate Director

15.7        
appointment of an alternate director ceases when:

(a)         his or her
appointor ceases to be a director and is not promptly re-elected or reappointed;

(b)         the alternate
director dies;

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- 26-

(c)         the
alternate director resigns as an alternate director by notice in writing
provided to the Company or a lawyer for the Company;

(d)         the
alternate director ceases to be qualified to act as a director; or

(e)         the term
of his appointment expires, or his or her appointor revokes the appointment of
the alternate directors.

Remuneration and Expenses of Alternate Director

15.8         The
Company may reimburse an alternate director for the reasonable expenses that
would be properly reimbursed if he or she were a director, and the alternate
director is entitled to receive from the Company such proportion, if any, of the
remuneration otherwise payable to the appointor as the appointor may from time
to time direct.

ARTICLE 16

POWERS AND DUTIES OF DIRECTORS

Powers of Management

16.1         The
directors must, subject to the Act and these Articles, manage or supervise the
management of the business and affairs of the Company and have the authority to
exercise all such powers of the Company as are not, by the Act or by these
Articles, required to be exercised by the shareholders of the Company.
Notwithstanding the generality of the foregoing, the directors may set the
remuneration of the auditor of the Company.

Appointment of Attorney of Company

16.2         The
directors may from time to time, by power of attorney or other instrument, under
seal if so required by law, appoint any person to be the attorney of the Company
for such purposes, and with such powers, authorities and discretions (not
exceeding those vested in or exercisable by the directors under these Articles
and excepting the power to fill vacancies in the board of directors, to remove a
director, to change the membership of, or fill vacancies in, any committee of
the directors, to appoint or remove officers appointed by the directors and to
declare dividends) and for such period, and with such remuneration and subject
to such conditions as the directors may think fit. Any such power of attorney
may contain such provisions for the protection or convenience of persons dealing
with such attorney as the directors think fit. Any such attorney may be
authorized by the directors to sub-delegate all or any of the powers,
authorities and discretions for the time being vested in him or her.

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- 27 -

ARTICLE 17

DISCLOSURE OF INTEREST OF DIRECTORS AND OFFICERS

Obligation to Account for Profits

17.1         A director
or senior officer who holds a disclosable interest (as that term is used in the
Act) in a contract or transaction into which the Company has entered or proposes
to enter is liable to account to the Company for any profit that accrues to the
director or senior officer under or as a result of the contract or transaction
only if and to the extent provided in the Act.

Restrictions on Voting by Reason of Interest

17.2         A director
who holds a disclosable interest in a contract or transaction into which the
Company has entered or proposes to enter is not entitled to vote on any
directors' resolution to approve that contract or transaction, unless all the
directors have a disclosable interest in that contract or transaction, in which
case any or all of those directors may vote on such resolution.

Interested Director Counted in Quorum

17.3         A director
who holds a disclosable interest in a contract or transaction into which the
Company has entered or proposes to enter and who is present at the meeting of
directors at which the contract or transaction is considered for approval may be
counted in the quorum at the meeting whether or not the director votes on any or
all of the resolutions considered at the meeting.

Disclosure of Conflict of Interest or Property

17.4         A director
or senior officer who holds any office or possesses any property, right or
interest that could rcsult, directly or indirectly, in the creation of a duty or
interest that materially conflicts with that individual's duty or interest as a
director or senior officer, must disclose the nature and extent of the conflict
as required by the Act.

Director Holding Other Office in the Company

17.5         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.

No Disqualification

17.6         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, and no contract or transaction entered into by or on behalf of the
Company in which a director is in any way interested is liable to be voided for
that reason.

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- 28 -

Professional ServicesbyDirector or Officer

17.7         Subject to
the Act, a director or officer, or any person in which a director or officer 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 person is entitled
to remuneration for professional services as if that director or officer were
not a director or officer.

Director or Officer in Other Corporations

17.8         A director
or officer may be or become a director, officer or employee of, or otherwise
interested in, any person in which the Company may be interested as a
shareholder or otherwise, and, subject to the 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 person.

ARTICLE 18

PROCEEDINGS OF DIRECTORS

Meetings of Directors

18.1         The
directors may meet together for the conduct of business, adjourn and otherwise
regulate their meetings as they think fit, and meetings of the directors held at
regular intervals may be held at the place, at the time and on the notice, if
any, as the directors may from time to time determine.

Voting at Meetings

18.2         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 has a second
or casting vote.

Chair of Meetings

18.3         The
following individual is entitled to preside as chair at a meeting of directors:
(a) the chair of the board, if any;

(b)         in the absence
of the chair of the board, the president, if any, if the president is a
director; or

(c)         any other
director chosen by the directors if:

(i)         neither the
chair of the board nor the president, if a director, is present at the meeting
within 15 minutes after the time set for holding the meeting;

(ii)         neither the
chair of the board nor the president, if a director, is willing to chair the
meeting; or

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- 29-

(iii)         the chair of
the board and the president, if a director, have advised the secretary, if any,
or any other director, that they will not be present at the meeting.

Meetings by Telephone or Other Communications Medium

18.4         A director
may participate in a meeting of the directors or of any committee of the
directors in person or by telephone if all directors participating in the
meeting, whether in person or by telephone, 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 § 18.4
is deemed for all purposes of the Act and these Articles to be present at the
meeting and to have agreed to participate in that manner.

Calling of Meetings

18.5         A director
may, and the secretary or an assistant secretary of the Company, if any, on the
request of a director must, call a meeting of the directors at any time.

Notice of Meetings

18.6         Other than
for meetings held at regular intervals as determined by the directors pursuant
to §18.1, 48 hours' notice of each meeting of the directors, specifying the
place, day and time of that meeting must be given to each of the directors by
any method set out in §24.1 or orally or by telephone.

When Notice Not Required

18.7 not ncccssary to give notice of a meeting of the directors
to a director if: It

(a) the meeting is to be held
immediately following a meeting of shareholders at which that director was
elected or appointed, or is the meeting of the directors at which ithat director
is appointed; or

(b) the director has waived notice of
the meeting.

Meeting Valid Despite Failure to Give Notice

18.8         The
accidental omission to give notice of any meeting of directors to, or the
non-receipt of any notice by, any director, does not invalidate any proceedings
at that meeting. Waiver of Notice of Meetings

18.9         Any
director may send to the Company a document signed by him or her waiving notice
of any past, present or future meeting or meetings of the directors and may at
any time withdraw that waiver with respect to meetings held after that
withdrawal. After sending a waiver with respect to all future meetings and until
that waiver is withdrawn, no notice of any meeting

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of the directors need be given to that director and all
meetings of the directors so held are deemed not to be improperly called or
constituted by reason of notice not having been given to such director.

Quorum

18.10         The
quorum necessary for the transaction of the business of the directors may be set
by the directors and, if not so set, is deemed to be a majority of the directors
or, if the number of directors is set at one, is deemed to be set at one
director, and that director may constitute a meeting.

Validity of Acts Where Appointment Defective

18.11         Subject
to the Act, an act of a director or officer is not invalid merely because of an
irregularity in the election or appointment or a defect in the qualification of
that director or officer.

Consent Resolutions in Writing

18.12         A
resolution of the directors or of any committee of the directors may be passed
without a meeting:

(a)         in all cases,
if each of the directors entitled to vote on the resolution consents to it in
writing; or

(b)         in the case of
a resolution to approve a contract or transaction in respect of which a director
has disclosed that he or she has or may have a disclosable interest, if each of
the other directors who are entitled to vote on the resolution consents to it in
writing.

18.13         A consent
in writing under this Article may be by signed document, fax, email or any other
method of transmitting legibly recorded messages. A consent in writing may be in
two or more counterparts which together are deemed to constitute one consent in
writing. A resolution of the directors or of any committee of the directors
passed in accordance with this §18.12 is effective on the date stated in the
consent in writing or on the latest date stated on any counterpart and is deemed
to be a proceeding at a meeting of directors or of the committee of the
directors and to be as valid and effective as if it had been passed at a meeting
of the directors or of the committee of the directors that satisfies all the
requirements of the Act and all the requirements of these Articles relating to
meetings of the directors or of a committee of the directors.

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ARTICLE 19

EXECUTIVE AND OTHER COMMITTEES

Appointment and Powers of Executive Committee

19.1         The
directors may, by resolution, appoint an executive committee consisting of the
director or directors that they consider appropriate, and this committee has,
during the intervals between meetings of the board of directors, all of the
directors' powers, except:

(a)         the power to
fill vacancies in the board of directors;

(b)         the power to
remove a director;

(c)         the power to
change the membership of, or fill vacancies in, any committee of the directors;
and

(d)         such other
powers, if any, as may be set out in the resolution or any subsequent directors'
resolution.

Appointment and Powers of Other Committees

19.2         The
directors may, by resolution:

(a)         appoint om: ur
more committees (other than the executive committee) consisting of the director
or directors that they consider appropriate;

(b)         delegate to a
committee appointed under §(a) any of the directors' powers, except:

(i) the power to fill vacancies in the
board of directors;

(ii)         the power to
remove a director;

(iii)         the power to
change the membership of, or fill vacancies in, any committee of the directors;
and

(iv)         the power to
appoint or remove officers appointed by the directors; and

(c)         make any
delegation referred to in §(b) subject to the conditions set out in the
resolution or any subsequent directors' resolution.

Obligations of Committees

19.3         Any
committee appointed under §19.1 or §19.2, in the exercise of the powers
delegated to it, must:

(a)         conform to any
rules that may from time to time be imposed on it by the directors; and

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(b)        report every act
or thing done in exercise of those powers at such times as the directors may
require.

Powers of Board

19.4         The
directors may, at any time, with respect to a committee appointed under §19.1 or
§19.2:

(a) revoke or alter the authority given
to the committee, or override a decision made by the committee, except as to
acts done before such revocation, alteration or overriding;

(b) terminate the appointment of, or
change the membership of, the committee; and

(c) fill vacancies in the committee.

Committee Meetings

19.5         Subject to
§19.3(a) and unless the directors otherwise provide in the resolution appointing
the committee or in any subsequent resolution, with respect to a committee
appointed under §19.1 or §19.2:

(a)         the committee
may meet and adjourn as it thinks proper;

(b)         the committee
may elect a chair of its meetings but, if no chair of a meeting is elected, or
if at a meeting the chair of the meeting is not present within 15 minutes after
the time set for holding the meeting, the directors present who are members of
the committee may choose one of their number to chair the meeting;

(c)         a majority of
the members of the committee constitutes a quorum of the committee; and

(d)         questions
arising at any meeting of the committee are determined by a majority of votes of
the members present, and in case of an equality of votes, the chair of the
meeting does not have a second or casting vote.

ARTICLE 20

OFFICERS

Directors May Appoint Officers

20.1         The
directors may, from time to time, appoint such officers, if any, as the
directors determine and the directors may, at any time, terminate any such
appointment.

Functions, Duties and Powers of Officers

20.2         The directors may,
for each officer:

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(a)         determine the
functions and duties of the officer;

(b)        entrust to and
confer on the officer any of the powers exercisable by the directors on such
terms and conditions and with such restrictions as the directors think fit; and

(c)         revoke,
withdraw, alter or vary all or any of the functions, duties and powers of the
officer.

Qualifications

20.3         No person may be appointed as an officer unless that
person is qualified in accordance with the Act. One person may hold more than
one position as an officer of the Company. Any person appointed as the chair of
the board or as a managing director must be a director. Any other officer need
not be a director.

Remunerationand Terms of Appointment

20.4         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 directors thinks fit and are subject to
termination at the pleasure of the directors, and an officer may in addition to
such remuneration be entitled to receive, after he or she ceases to hold such
office or leaves the employment of the Company, a pension or gratuity.

ARTICLE 21

INDEMNIFICATION

Definitions

21.1         In this
Article 21:

(a)         "eligible
party" means an individual who: I n

(i)         is or was a
director or officer of the Company;

(ii)        is or was a
director or officer of another corporation t h

(A)         at a time when
the corporation is or was an affiliate of the i Company, or s

(B)         at the request
of the Company; or A

(iii)        
at the request of the Company, is or was, or holds or held a position r
equivalent to that of, a director or officer of a partnership, trust, joint
venture or t other unincorporated entity;

(b)         "eligible
penalty" means a judgment, penalty or fine awarded or imposed in, or an amount
paid in settlement of, an eligible proceeding;

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(c)         "eligible
proceeding" means a legal proceeding or investigative action, whether current,
threatened, pending or completed, in which a director or former director of the
Company or any of the heirs and legal personal representatives of the eligible
party, by reason of the eligible party being or having been a director of the
Company:

(i)         is or may be
joined as a party; or

(ii)         is or may be
liable for or in respect of a judgment, penalty or fine in, or expenses related
to, the proceeding;

and shall include any other proceeding
or action contemplated by the Act; and

(d)         "expenses" has
the meaning set out in the Act and includes costs, charges and expenses,
including legal and other fees, but does not include judgments, penalties, fines
or amounts paid in settlement of a proceeding.

Mandatory Indemnification of Directors and Former Directors

21.2         Subject to
the Act, the Company must indemnify a director or former director of the Company
and his or her heirs and legal personal representatives against all eligible
penalties to which such person is or may be liable, and the Company must, after
the final disposition of an eligible proceeding, pay the expenses actually and
reasonably incurred by such person in respect of that proceeding. Each director
or officer is deemed to have contracted with the Company on the terms of the
indemnity contained in this §21.2.

Indemnification of Other Persons

21.3         Subject to
any restrictions in the Act, the Company may agree to indemnify and may
indemnify any person (including an eligible party) against eligible penalties
and pay expenses incurred in connection with the performance of services by that
person for the Company.

Authority to Advance Expenses

21.4         The
Company may advance expenses to an eligible party to the extent permitted by and
in accordance with the Act.

Non-Compliance with Act

21.5         Subject to
the Act, the failure of a director or officer of the Company to comply with the
Act or these Articles does not, of itself, invalidate any indemnity to which he
or she is entitled under this Part.

Company May Purchase Insurance

21.6         The
Company may purchase and maintain insurance for the benefit of any eligible
party person (or his or her heirs or legal personal representatives) against any
liability incurred by him or her as such director, officer or person who holds
or held such equivalent position.

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ARTICLE 22

DIVIDENDS

Payment of Dividends Subject to Special Rights

22.1         The
provisions of this Article 22 are subject to the rights, if any, of shareholders
holding shares with special rights as to dividends.

Declaration of Dividends

22.2         Subject to
the Act, the directors may from time to time declare and authorize payment of
such dividends as they may deem advisable.

Record Date

22.3         The
directors must set a date as the record date for the purpose of determining
shareholders entitled to receive payment of a dividend. The record date must not
precede the date on which the dividend is to be paid by more than two months.

Manner of Paying Dividend

22.4         A
resolution declaring a dividend may direct payment of the dividend wholly or
partly by the distribution of specific assets or of fully paid shares or of
bonds, debentures or other securities of the Company, or in anyone or more of
those ways.

Settlement of Difficulties

22.5         If any
difficulty arises in regard to a distribution under §22.4, the directors may
settle the difficulty as they deem advisable, and, in particular, may:

(a) set the value for distribution of
specific assets;

(b) determine that cash payments in
substitution for all or any part of the specific assets to which any
shareholders are entitled may be made to any shareholders on the basis of the
value so fixed in order to adjust the rights of all parties; and

(c) vest any such specific assets in
trustees for the persons entitled to the dividend.

When Dividend Payable

22.6         Any
dividend may be made payable on such date as is fixed by the directors.

Dividends to be Paid in Accordance with Number of Shares

22.7         All
dividends on shares of any class or series of shares must be declared and paid
according to the number of such shares held.

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Receipt by Joint Shareholders

22.8         If several
persons are joint shareholders of any share, anyone of them may give an
effective receipt for any dividend, bonus or other money payable in respect of
the share.

Dividend Bears No Interest

22.9         No
dividend bears interest against the Company.

Fractional Dividends

22.10         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.

Payment of Dividends

22.11         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 to the address of the shareholder, or in the case of joint shareholders,
to the address of the joint shareholder who is first named on the central
securities register, or to the person and to the address the shareholder or
joint shareholders may direct in writing. The mailing of such cheque will, to
the extent of the sum represented by the cheque (plus the amount of the tax
required by law to be deducted), discharge all liability for the dividend unless
such cheque is not paid on presentation or the amount of tax so deducted is not
paid to the appropriate taxing authority.

Capitalization of Surplus

22.12        
Notwithstanding anything contained in these Articles, the directors may from
time to time capitalize any surplus of the Company and may from time to time
issue, as fully paid, shares or any bonds, debentures or other securities of the
Company as a dividend representing the surplus or any part of the surplus.

ARTICLE 23

DOCUMENTS, RECORDS AND REPORTS

Recording of Financial Affairs

23.1         The
directors must cause adequate accounting records to be kept to record properly
the financial affairs and condition of the Company and to comply with the Act.

Inspection of Accounting Records

23.2         Unless the
directors determine otherwise, or unless otherwise determined by ordinary
resolution, no shareholder of the Company is entitled to inspect or obtain a
copy of any accounting records of the Company.

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ARTICLE 24

NOTICES

Method of Giving Notice

24.1         Unless the
Act or these Articles provide otherwise, a notice, statement, report or other
record required or permitted by the Act or these Articles to be sent by or to a
person may be sent by:

(a)         mail addressed
to the person at the applicable address for that person as follows:

(i)         for a record
mailed to a shareholder, the shareholder's registered address;

(ii)        for a record mailed
to a director or officer, the prescribed address for mailing shown for the
director or officer in the records kept by the Company or the mailing address
provided by the recipient for the sending of that record or records of that
class;

(iii)        in any other case,
the mailing address of the intended recipient;

(b) delivery at the applicable address
for that person as follows, addressed to the person:

(i)         for a record
delivered to a shareholder, the shareholder's registered address;

(ii)        for a record
delivered to a director or officer, the prescribed address for delivery shown
for the director or officer in the records kept by the Company or the delivery
address provided by the recipient for the sending of that record or records of
that class;

(iii)        in any other case,
the delivery address of the intended recipient;

(c)         sending the
record by fax to the fax number provided by the intended recipient for the
sending of that record or records of that class;

(d)         sending the
record by email to the email address provided by the intended recipient for the
sending of that record or records of that class;

(e)         physical
delivery to the intended recipient.

Deemed Receipt of Mailing

24.2         A record
that is mailed to a person by ordinary mail to the applicable address for that
person referred to in §24.1 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.

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Certificate of Sending

24.3         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 §24.1,
prepaid and mailed or otherwise sent as permitted by §24.1 is conclusive
evidence of that fact.

Notice to Joint Shareholders

24.4         A notice,
statement, report or other record may be provided by the Company to the joint
shareholders of a share by providing the notice to the joint shareholder first
named in the central securities register in respect of the share.

Notice to Trustees and Personal Representatives

24.5         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)         mailing the
record, addressed to them:

(i)         by name, by
the title of the legal personal representative of the deceased or incapacitated
shareholder, by the title of trustee of the bankrupt shareholder or by any
similar description; and

(ii)         at the
address, if any, supplied to the Company for that purpose by the persons
claiming to be so entitled; or

(b)         if an address
referred to in §(a)(ii) has not been supplied to the Company, by giving the
notice in a manner in which it might have been given if the death, bankruptcy or
incapacity had not occurred.

Undelivered Notices

24.6         If any
record sent to a shareholder pursuant to Article 241. is returned on two
consecutive occasions because the shareholder cannot be located, the Company
shall not be required to send any further records to the shareholder until the
shareholder informs the Company in writing of his or her new address.

ARTICLE 25

SEAL

Who May Attest Seal

25.1         Except as
provided in §25.2 and §25.3, the Company's seal, if any, must not be impressed
on any record except when that impression is attested by the signatures of:

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(a)         any two
directors;

(b)         any officer,
together with any director;

(c)         if the Company
only has one director, that director; or

(d)         anyone or
Illore directors or officers or persons as may be determined by the directors.

Sealing Copies

25.2         For the
purpose of certifying under seal a certificate of incumbency of the directors or
officers of the Company or a true copy of any resolution or other document,
despite §25.1, the impression of the seal may be attested by the signature of
any director or officer.

Mechanical Reproduction of Seal

25.3         The
directors may authorize the seal to be impressed by third parties on share
certificates or bonds, debentures or other securities of the Company as they may
determine appropriate from time to time. To enable the seal to be impressed on
any share certificates or bonds, debentures or other securities of the Company,
whether in definitive or interim form, on which facsimiles of any of the
signatures of the directors or officers of the Company are, in accordance with
the Act or these Articles, printed or otherwise mechanically reproduced, there
may be delivered to the person employed to engrave, lithograph or print such
definitive or interim share certificates or bonds, debentures or other
securities one or more unmounted dies reproducing the seal and the chair of the
board or any senior officer together with the secretary, treasurer,
secretary-treasurer, an assistant secretary, an assistant treasurer or an
assistant secretary-treasurer may in writing authorize such person to cause the
seal to be impressed on such definitive or interim share certificates or bonds,
debentures or other securities by the use of such dies. Share certificates or
bonds, debentures or other securities to which the seal has been so impressed
are for all purposes deemed to be under and to bear the seal impressed on them.

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