**EXHIBIT
          19(b)1.3**
 
 
 
 **BY-LAW
          1**
 
 **A
          by-law
          relating generally to the transaction of the business and affairs
          of**
 
 **LIVEREEL
          MEDIA CORPORATION**
 
 
 
 
 **Contents**
 
 One
                -
                InterpretationTwo
                -
                Business
                    of
                    the CorporationThree
                -
                Borrowing
                    and
                    SecurityFour
                -
                DirectorsFive
                -
                CommitteesSix
                -
                OfficersSeven
                -
                Protection
                    of
                    Directors, Officers and OthersEight
                -
                SharesNine
                -
                Dividends
                    and
                    RightsTen
                -
                Meetings
                    of
                    ShareholdersEleven
                -
                NoticesTwelve
                -
                Effective
                    Date and Repeal
 
 
 **BE
          IT
          ENACTED AS A BY-LAW OF THE CORPORATION AS FOLLOWS:**
 
 
  
   
 **TABLE
                    OF CONTENTS FOR BY-LAW 1****SECTION
                    ONE INTERPRETATION**
                211.01
                    Definitions
                21**SECTION
                    TWO BUSINESS OF THE CORPORATION**
                222.01
                    Registered Office
                222.02
                    Corporate Seal
                222.03
                    Financial Year
                222.04
                    Execution of Instruments
                222.05
                    Banking
                    Arrangements
                222.06
                    Voting
                    Rights in Other Bodies Corporate
                222.07
                    Divisions
                22**SECTION
                    THREE BORROWING AND SECURITY**
                233.01
                    Borrowing Power
                233.02
                    Delegation
                23**SECTION
                    FOUR DIRECTORS**
                244.01
                    Number
                    of Directors
                244.02
                    Qualification
                244.03
                    Election
                    and Term
                244.04
                    Removal
                    of Directors
                244.05
                    Vacation
                    of Office
                244.06
                    Appointment of Additional Directors
                244.07
                    Action
                    by the Board
                244.08
                    Canadian
                    Directors Present at Meetings
                244.09
                    Meeting
                    by Telephone
                254.10
                    Signed
                    Resolutions
                254.11
                    Place of
                    Meetings
                254.12
                    Calling
                    of Meetings
                254.13
                    Notice
                    of Meeting
                254.14
                    First
                    Meeting of New Board
                254.15
                    Adjourned Meeting
                26
  
  
 4.16
                    Regular
                    Meetings
                264.17
                    Chair
                264.18
                    Quorum
                264.19
                    Votes to
                    Govern
                264.20
                    Conflict
                    of Interest
                264.21
                    Remuneration and Expenses
                26**SECTION
                    FIVE COMMITTEES**
                275.01
                    Committees of the Board
                275.02
                    Transaction of Business
                275.03
                    Audit
                    Committee
                275.04
                    Advisory
                    Bodies
                275.05
                    Procedure
                27**SECTION
                    SIX OFFICERS**
                286.01
                    Appointment
                286.02
                    Powers
                    and Duties of Officers
                286.03
                    Term of
                    Office
                286.04
                    Agents
                    and Attorneys
                286.05
                    Conflict
                    of Interest
                28**SECTION
                    SEVEN PROTECTION OF DIRECTORS, OFFICERS AND
                    OTHERS**
                297.01
                    Limitation of Liability
                297.02
                    Indemnity
                297.03
                    Advance
                    of Costs
                297.04
                    Additional Advance
                297.05
                    Indemnities Not Limiting
                297.06
                    Insurance
                29**SECTION
                    EIGHT SHARES**
                308.01
                    Allotment of Shares
                308.02
                    Commissions
                308.03
                    Registration of Transfers
                308.04
                    Non-recognition of Trust
                308.05
                    Share
                    Certificates
                308.06
                    Replacement of Share Certificates
                308.07
                    Joint
                    Shareholders
                308.08
                    Deceased
                    Shareholders
                318.09
                    Transfer
                    Agents and Registrars
                318.10
                    Record
                    Dates
                31**SECTION
                    NINE DIVIDENDS**
                32
  
  
 9.01
                    Dividends
                329.02
                    Dividend
                    Cheques
                329.03
                    Record
                    Date
                32**SECTION
                    TEN MEETINGS OF SHAREHOLDERS**
                3310.01
                    Annual
                    Meetings
                3310.02
                    Special
                    Meetings
                3310.03
                    Place
                    of Meetings
                3310.04
                    Participation in Meeting by Electronic Means
                3310.05
                    Meeting
                    held by Electronic Means
                3310.06
                    Notice
                    of Meetings
                3310.07
                    List of
                    Shareholders Entitled to Notice
                3310.08
                    Record
                    Date for Notice
                3410.09
                    Meetings Without Notice
                3410.10
                    Chair,
                    Secretary and Scrutineers
                3410.11
                    Persons
                    Entitled to be Present
                3410.12
                    Quorum
                3410.13
                    Right
                    to Vote
                3410.14
                    Proxyholders and Representatives
                3510.15
                    Time
                    for Deposit of Proxies
                3510.16
                    Joint
                    Shareholders
                3510.17
                    Votes
                    to Govern
                3510.18
                    Show of
                    Hands
                3510.19
                    Ballots
                3510.20
                    Adjournment
                36**SECTION
                    ELEVEN NOTICES**
                3711.01
                    Method
                    of Giving Notices
                3711.02
                    Notice
                    to Joint Shareholders
                3711.03
                    Computation of Time
                3711.04
                    Undelivered Notices
                3711.05
                    Omissions and Errors
                3711.06
                    Persons
                    Entitled by Death or Operation of Law
                3711.07
                    Waiver
                    of Notice
                3711.08
                    Interpretation
                3811.09
                    Electronic Documents
                38**SECTION
                    TWELVE EFFECTIVE DATE AND REPEAL**
                3912.01
                    Effective Date
                3912.02
                    Repeal
                39
 
 
 
 
 
 
 
 **SECTION
          ONE**
 
 **1.01**
 
 **INTERPRETATION**
 
 **Definitions** **.** **** -
          In the by-laws of
          the Corporation, unless the context otherwise
 requires:
 
 “Act”
means
          the *Canada
          Business
          Corporations Act* ,
          or any statute
          that may be
 substituted
          therefore, and the regulations to the Act, as from time to time
          amended;
 
 “Appoint”
includes
          “elect” and vice versa;
 
 “Articles”
means
          the articles attached to the certificate of continuance of the Corporation,
          as
          from time to time amended or restated;
 
 “Board”
means
          the
          board of directors of the Corporation;
 
 “By-laws”
means
          this by-law and all other by-laws of the Corporation from time
 to
          time in force and effect;
 
 “Corporation”
means
          the corporation continued under the Act by the said certificate to which
          the
          articles are attached, and named “The Descartes Systems Group
          Inc.”;
 
 “Director”
means
          a
          member of the board;
 
 “Including”
means
          including, without limitation;
 
 “Meeting
          of
          shareholders” includes an annual meeting of shareholders and a special meeting
          of shareholders; and “special meeting of shareholders” includes a meeting of any
          class or classes of shareholders and a special meeting of all shareholders
          entitled to vote at an annual meeting of shareholders;
 
 “Prescribed”
means
          prescribed in accordance with the Act; and
 
 “Recorded
          address”
has the meaning set forth in section 11.08. Save as aforesaid, words and
          expressions defined in the Act, including “distributing corporation”,
“electronic document” and “resident Canadian”, have the same meanings when used
          herein. Words importing the singular number include the plural and vice
          versa;
          and words importing a person include an individual, partnership, association,
          body corporate, trustee, executor, administrator and legal
          representative.
  
  
 
 
 
 
 **SECTION
          TWO**
 
 **BUSINESS
          OF
          THE CORPORATION**
 
 **2.01**  **Registered
          Office.** **** -
          The registered
          office of the Corporation shall be in the province in Canada from time
          to time
          specified in the articles, and at such location therein initially as is
          specified in the notice thereof filed with the articles and thereafter
          as the
          board may from time to time determine.
 
 **2.02**  **Corporate
          Seal.** **** -
          The Corporation
          may, but need not, adopt a corporate seal and
 if
          one is adopted it shall be in a form approved from time to time by the
          board.
 
 **2.03**  **Financial
          Year.** **** -
          Until changed by
          the board, the financial year of the
 Corporation
          shall
          end on the last day of June in each year.
 
 **2.04**  **Execution
          of Instruments.** **** -
          Deeds, transfers,
          assignments, contracts, obligations, certificates and other instruments
          may be
          signed on behalf of the Corporation by any two of the directors and officers
          of
          the Corporation. In addition, any two of the directors and officers of
          the
          Corporation may from time to time direct the manner in which and the person
          or
          persons by whom any particular instrument or class of instruments may or
          shall
          be signed. Any signing officer may affix the corporate seal to any instrument
          requiring the same.
 
 **2.05**  **Banking
          Arrangements.** **** -
          The banking
          business of the Corporation, including the borrowing of money and the giving
          of
          security therefore, shall be transacted with such banks, trust companies
          or
          other bodies corporate or organizations as may from time to time be designated
          by or under the authority of the board. Such banking business or any part
          thereof shall be transacted under such agreements, instructions and delegations
          of powers as the board may from time to time prescribe.
 
 **2.06**  **Voting
          Rights in Other Bodies Corporate.** **** -
          The signing
          officers of the Corporation under section 2.04 may execute and deliver
          proxies
          and arrange for the issuance of voting certificates or other evidence of
          the
          right to exercise the voting rights attaching to any securities held by
          the
          Corporation. Such instruments shall be in favour of such persons as may
          be
          determined by the officers executing or arranging for the same. In addition,
          the
          board may from time to time direct the manner in which and the persons
          by whom
          any particular voting rights or class of voting rights may or shall be
          exercised.
 
 **2.07**  **Divisions.** -
          The board may
          cause the business and operations of the Corporation or any part thereof
          to be
          divided into one or more divisions upon such basis, including types of
          business
          or operations, geographical territories, product lines or goods or services,
          as
          may be considered appropriate in each case. In connection with any such
          division
          the board or, subject to any direction by the board, the chief executive
          officer
          may authorize from time to time, upon such basis as may be considered
          appropriate in each case:
  
  
 
 **(a)**
              **Subdivision
                  and Consolidation**- the
                  further division of the business and operations of any such division
                  into
                  sub-units and the consolidation of the business and operations
                  of any such
                  divisions and sub-units; 
 **(b)**
              **Name**-
                  the
                  designation of any such division or sub-unit by, and the carrying
                  on of
                  the business and operations of, any such division or sub-unit under,
                  a
                  name other than the name of the Corporation; provided that the
                  Corporation
                  shall set out its name in legible characters in all places required
                  by
                  law; and Officers - the appointment of officers for any such division
                  or
                  sub-unit, the determination of their powers and duties, and the
                  removal of
                  any of such officers so appointed, provided that any such officers
                  shall
                  not, as such, be officers of the
                  Corporation. 
 (c)  **Officers
          -** the appointment of
          officers for any such division or sub-unit, the determination of their
          powers
          and duties, and the removal of any of such officers so appointed, provided
          that
          any such officers shall not, as such, be officers of the
          Corporation.
 
  
  
 
 **SECTION
          THREE**
 
 **BORROWING
          AND SECURITY**
 
 **3.01**
                **Borrowing
                    Power.******-
                    Without
                    limiting the borrowing powers of the Corporation as set forth
                    in the Act,
                    but subject to the articles, the board may from time to time
                    on behalf of
                    the Corporation, without authorization of the
                    shareholders:
 
 (a)  Borrow
          money upon
          the credit of the Corporation;
 
 (b)
                Issue,
                    reissue, sell, pledge or hypothecate bonds, debentures, notes
                    or other
                    evidences of indebtedness or guarantee of the Corporation, whether
                    secured
                    or unsecured;
 
 (c)
                Give
                    a
                    guarantee on behalf of the Corporation to secure performance
                    of any
                    present or future indebtedness, liability or obligation of any
                    person;
                    and
 
 (d)
                Mortgage,
                    hypothecate, pledge or otherwise create a security interest in
                    all or any
                    currently owned or subsequently acquired real or personal, movable
                    or
                    immovable, property of the Corporation, including book debts,
                    rights,
                    powers, franchises and undertakings, to secure any such bonds,
                    debentures,
                    notes or other evidences of indebtedness or guarantee or any
                    other present
                    or future indebtedness, liability or obligation of the
                    Corporation.
 
 Nothing
          in this
          section limits or restricts the borrowing of money by the Corporation on
          bills
          of exchange or promissory notes made, drawn, accepted or endorsed by or
          on
          behalf of the Corporation.
 
 **3.02**  **Delegation.** **** -
          Unless the
          articles of the Corporation otherwise provide, the board may from time
          to time
          delegate to a director, a committee of the board, or an officer of the
          Corporation any or all of the powers conferred on the board by section
          3.01 to
          such extent and in such manner as the board may determine at the time of
          such
          delegation.
  
  
 
 **SECTION
          FOUR**
 
 **DIRECTORS**
 
 **4.01**  **Number
          of Directors** **.** **** -
          Until changed in
          accordance with the Act, the board shall consist of not fewer than the
          minimum
          number and not more than the maximum number of directors provided in the
          articles. The board shall consist of not fewer than the minimum number
          of
          directors required by the Act for a distributing corporation.
 
 **4.02**  **Qualification** **.** **** -
          No person shall
          be qualified for election as a director if such person is less than 18
          years of
          age, is of unsound mind and has been so found by a court in Canada or elsewhere,
          is not an individual, or has the status of a bankrupt. Unless the articles
          otherwise provide, a director need not be a shareholder. Subject to the
          Act, at
          least 25 per cent of the directors shall be resident Canadians, or if the
          number
          of directors is fewer than four, at least one director shall be a resident
          Canadian. At least such number of directors as may be specified by the
          Act,
          other applicable law or stock exchange requirements shall not be officers
          or
          employees of the Corporation or of its affiliates.
 
 **4.03**  **Election
          and Term** **.** **** -
          Subject to the
          Act, the number of directors to be elected at each annual meeting of
          shareholders shall be the number of directors as determined by the board.
          Each
          director shall hold office for the stated term at the time of their election
          at
          any such meeting of shareholders or, if not stated, until the close of
          the first
          annual meeting of shareholders following the director’s election. Where the
          shareholders adopt an amendment to the articles to increase the number
          or
          maximum number of directors, the shareholders may, at the meeting at which
          they
          adopt the amendment, elect the additional number of directors authorized
          by the
          amendment. The election shall be by resolution. If an election of directors
          is
          not held at the proper time, the incumbent directors shall continue in
          office
          until their successors are elected.
 
 **4.04**  **Removal
          of Directors** **.** **** -
          Subject to the
          Act, the shareholders may by resolution passed at a meeting of shareholders
          specially called for such purpose remove any director from office and the
          vacancy created by such removal may be filled at the same meeting, failing
          which, subject to the Act, it may be filled by the board.
 
 **4.05**  **Vacation
          of Office** **.** **** -
          A director ceases
          to hold office on death, on removal from office by the shareholders, on
          ceasing
          to be qualified for election as a director, on receipt of a written resignation
          by the Corporation, or, if a time is specified in such resignation, at
          the time
          so specified, whichever is later. Subject to the Act, a quorum of the board
          may
          appoint a qualified individual to fill a vacancy in the board.
 
 **4.06**  **Appointment
          of Additional Directors** **.** **** -
          If the articles
          of the Corporation so provide, the directors may, within the maximum number
          permitted by the articles, appoint one or more additional directors, who
          shall
          hold office for a term expiring not later than the close of the next annual
          meeting of the shareholders, but the total number of directors so appointed
          may
          not exceed one third of the number of directors elected at the previous
          annual
          meeting of shareholders.
 
 **4.07**  **Action
          by the Board** **.** -
          The board shall
          manage, or supervise the management of, the business and affairs of the
          Corporation. The powers of the board may be exercised at a meeting (subject
          to
          sections 4.08 and 4.09) at which a quorum is present or by resolution in
          writing
          signed by all the directors entitled to vote on that resolution at a meeting
          of
          the board. Where there is a vacancy in the board, the remaining directors
          may
          exercise all the powers of the board so long as a quorum remains in
          office.
  
  
 
 **4.08**  **Canadian
          Directors Present at Meetings** **.** -
          Subject to the
          Act, the board shall not transact business at a meeting, other than filling
          a
          vacancy in the board, unless at least 25 per cent of the directors present
          are
          resident Canadians, or if the Corporation has fewer than four directors,
          at
          least one of the directors present is a resident Canadian, except
          where:
 
 (a)
          A resident
          Canadian director who is unable to be present approves in writing, or by
          telephonic, electronic or other communication facility, the business transacted
          at the meeting; and
 
 (b)
          The required
          number of resident Canadians would have been present had that director
          been
          present at the meeting.
 
 **4.09**  **Meeting
          by Telephone** **.** **** -
          Subject to the
          Act, if all the directors of the Corporation consent thereto generally
          or in
          respect of a particular meeting, a director may participate in a meeting
          of the
          board or of a committee of the board by means of a telephonic, electronic
          or
          other communication facility that permits all participants to communicate
          adequately with each other during the meeting, and a director participating
          in
          such a meeting by such means is deemed to be present at the meeting. Any
          such
          consent shall be effective whether given before or after the meeting to
          which it
          relates and may be given with respect to all meetings of the board and
          of
          committees of the board.
 
 **4.10**  **Signed
          Resolutions** **.** **** -
          Any resolution in
          writing may be signed in counterparts and if signed as of any date shall
          be
          deemed to have been passed on such date.
 
 **4.11**  **Place
          of
          Meetings** **.** -
          Subject to the
          articles, meetings of the board may be held at any place in or outside
          Canada.
 
 **4.12**  **Calling
          of Meetings** **.** **** -
          Meetings of the
          board shall be held from time to time at such time and at such place as
          the
          board, the chair of the board, the chief executive officer, the president
          or any
          two directors may determine.
 
 **4.13**  **Notice
          of Meeting** **.** **** -
          Notice of the
          time and place of each meeting of the board shall be given in the manner
          provided in Section Eleven to each director not less than 48 hours before
          the
          time when the meeting is to be held. A notice of a meeting of directors
          need not
          specify the purpose of or the business to be transacted at the meeting
          except
          where the Act requires such purpose or business to be specified, including,
          if
          required by the Act, any proposal to:
 
 (a)
          Submit to the
          shareholders any question or matter requiring approval of the
          shareholders;
 
 (b)
          Fill a vacancy
          among the directors or in the office of auditor, or appoint additional
          directors;
 
 (c)
          Issue
          securities except as authorized by the board;
 
 (d)
          Issue shares of
          a series except as authorized by the board;
 
 (e)
          Declare
          dividends;
 
 (f)
          Purchase,
          redeem or otherwise acquire shares issued by the Corporation;
 
 (g)
          Pay a
          commission for the sale of shares except as authorized by the
          board;
 
 (h)
          Approve a
          management proxy circular;
 
 (i)
          Approve a
          take-over bid circular or directors’ circular;
  
  
 
 (j)
          Approve any
          annual financial statements; or
 
 (k)
          Adopt, amend or
          repeal by-laws.
 
 A
          director may in any manner waive a notice of a meeting of directors, and
          attendance of a director at a meeting of directors is a waiver of notice
          of the
          meeting, except where a director attends a meeting for the express purpose
          of
          objecting to the transaction of any business on the grounds that the meeting
          is
          not lawfully called.
 
 **4.14**  **First
          Meeting of New Board** **.** **** -
          Provided a quorum
          of directors is present, each newly elected board may without notice hold
          its
          first meeting immediately following the meeting of shareholders at which
          such
          board is elected.
 
 **4.15**  **Adjourned
          Meeting** **.** **** -
          Notice of an
          adjourned meeting of the board is not required if the time and place of
          the
          adjourned meeting is announced at the original meeting.
 
 **4.16**  **Regular
          Meetings** **.** **** -
          The board may
          appoint a day or days in any month or months for regular meetings of the
          board
          at a place and hour to be named. A copy of any resolution of the board
          fixing
          the place and time of such regular meetings shall be sent to each director
          forthwith after being passed, but no other notice shall be required for
          any such
          regular meeting except where the Act requires the purpose thereof or the
          business to be transacted there at to be specified.
 
 **4.17**  **Chair** **.** **** -
          The chair of any
          meeting of the board shall be the first mentioned of such of the following
          positions as have been appointed and who is a director and is present at
          the
          meeting: chair of the board or the chair of the audit committee. If no
          person
          holding such a position is present, the directors present shall choose
          one of
          their numbers to be chair.
 
 **4.18**  **Quorum** **.** **** -
          Subject to the
          articles and subject to section 4.08, the quorum for the transaction of
          business
          at any meeting of the board shall consist of a majority of the minimum
          number of
          directors required by the articles or such greater number of directors
          as the
          board may from time to time determine.
 
 **4.19**  **Votes
          to
          Govern** **.** **** -
          At all meetings
          of the board every question shall be decided by a majority of the votes
          cast on
          the question. In case of an equality of votes the chair of the meeting
          shall not
          be entitled to a second or casting vote.
 
 **4.20**  **Conflict
          of Interest** **.** **** -
          A director or
          officer of the Corporation shall disclose to the Corporation, in the manner
          and
          to the extent provided by the Act, any interest that such
 director
          or officer
          has in a material contract or transaction, whether made or proposed, with
          the
          Corporation, if such director or officer (a) is a party to the contract
          or
          transaction; (b) is a director or an officer, or an individual acting in
          a
          similar capacity, of a party to the contract or transaction; or (c) has
          a
          material interest in a party to the contract or transaction. Such a director
          shall not vote on any resolution to approve the same except as provided
          by the
          Act.
 
 **4.21**  **Remuneration
          and Expenses** **.** **** -
          The directors
          shall be paid such remuneration for their services as the board may from
          time to
          time determine. The directors shall also be entitled to be reimbursed for
          traveling and other expenses properly incurred by them in attending meetings
          of
          the board or any committee thereof. Nothing herein contained shall preclude
          any
          director from serving the Corporation in any other capacity and receiving
          remuneration therefore.
  
  
 
 
 **SECTION
          FIVE**
 
 **COMMITTEES**
 
 **5.01**  **Committees
          of the Board** **.** **** -
          The board may
          appoint one or more committees of the board, however designated, and delegate
          to
          any such committee any of the powers of the board except those, which pertain
          to
          items, which, under the Act, a committee of the board has no authority
          to
          exercise.
 
 **5.02**  **Transaction
          of Business** **.** -
          The powers of a
          committee of the board may be exercised by a meeting at which a quorum
          is
          present or by resolution in writing signed by all members of such committee
          who
          would have been entitled to vote on that resolution at a meeting of the
          committee. Meetings of such committee may be held at any place in or outside
          Canada.
 
 **5.03**  **Audit
          Committee** **.** **** The
          board shall
          appoint annually from among its number an audit committee to be composed
          of not
          fewer than two directors who meet the independence and other requirements
          as may
          be specified by the Act, other applicable law and stock exchange requirements
          and who are not officers or employees of the Corporation or its affiliates.
          The
          audit committee shall have the powers and duties provided in the Act and
          in
          other applicable law and in addition, such other powers and duties as the
          board
          may determine.
 
 **5.04**  **Advisory
          Bodies** **.** -
          The board may
          from time to time appoint such advisory bodies, as it may deem
          advisable.
 
 **5.05**  **Procedure** **.** **** -
          Unless otherwise
          determined by the board, each committee and advisory body shall have power
          to
          fix its quorum at not less than a majority of its members and to regulate
          its
          procedure.
  
  
 
 
 **SECTION
          SIX**
 
 **OFFICERS**
 
 **6.1**  **Appointment** **.** **** -
          The board may
          from time to time appoint a chair of the board, a
 chief
          executive
          officer, a president, one or more vice-presidents (to which title may be
          added
          words indicating seniority or function), a secretary, a treasurer and such
          other
          officers as the board may determine, including one or more assistants to
          any of
          the officers so appointed. One person may hold more than one office. The
          board
          may specify the duties of and, in accordance with this by-law and subject
          to the
          Act, delegate to such officers powers to manage the business and affairs
          of the
          Corporation. Subject to section 6.02, an officer may but need not be a
          director.
 
 **6.02**  **Powers
          and Duties of Officers** **.** **** -
          The board may
          from time to time specify the duties of each officer, delegate to him or
          her
          powers to manage any business or affairs of the Corporation (including
          the power
          to sub-delegate) and change such duties and powers, all insofar as not
          prohibited by the Act. To the extent not otherwise so specified or delegated,
          and subject to the Act, the duties and powers of the officers of the Corporation
          shall be those usually pertaining to their respective offices.
 
 **6.03**  **Term
          of
          Office** **.** **** -
          The board, in its
          discretion, may remove any officer of the Corporation. Otherwise each officer
          appointed by the board shall hold office until a successor is appointed
          or until
          the officer resigns.
 
 **6.04**  **Agents
          and Attorneys** **.** -
          The Corporation,
          by or under the authority of the board, shall have power from time to time
          to
          appoint agents or attorneys for the Corporation in or outside Canada with
          such
          powers (including the power to sub delegate) of management, administration
          or
          otherwise as may be thought fit.
 
 **6.05**  **Conflict
          of Interest** **.** **** -
          An officer shall
          disclose any interest in a material contract or material transaction, whether
          made or proposed, with the Corporation in accordance with section
          4.20.
 
 **SECTION
          SEVEN**
 
 **PROTECTION
          OF DIRECTORS, OFFICERS AND OTHERS**
 
 **7.01**  **Limitation
          of Liability** **.** -
          All directors and
          officers of the Corporation in exercising their powers and discharging
          their
          duties shall act honestly and in good faith with a view to the best interests
          of
          the Corporation and exercise the care, diligence and skill that a reasonably
          prudent person would exercise in comparable circumstances. Subject to the
          foregoing, and without limiting any defenses available to a director or
          an
          officer under the Act or otherwise, no director or officer shall be liable
          for
          the acts, omissions, failures, neglects or defaults of any other director,
          officer or employee, or for any loss, damage or expense happening to the
          Corporation through the insufficiency or deficiency of title to any property
          acquired for or on behalf of the Corporation, or for the insufficiency
          or
          deficiency of any security in or upon which any of the moneys of the Corporation
          shall be invested, or for any loss or damage arising from the bankruptcy,
          insolvency or tortious acts of any person
          with whom any of the moneys, securities or effects of the Corporation shall
          be
          deposited, or for any loss occasioned by any error of judgment or oversight
          on
          the part of such director or officer, or for any other loss, damage or
          misfortune which shall happen in the execution of the duties of office
          or in
          relation thereto; provided that nothing herein shall relieve any director
          or
          officer from the duty to act in accordance with the Act or from liability
          for
          any breach thereof.
 
 **7.02**  **** **Indemnity** **.** **** -
          Subject to the
          Act, the Corporation shall indemnify a director or an officer, a former
          director
          or officer, or another individual who acts or acted at the Corporation’s request
          as a director or officer, or an individual acting in a similar capacity,
          of
          another entity, and their heirs and legal representatives, against all
          costs,
          charges and expenses, including an amount paid to settle an action or satisfy
          a
          judgment, reasonably incurred by the individual in respect of any civil,
          criminal, administrative, investigative or other proceeding in which the
          individual is involved because of that association with the Corporation,
          or
          other entity, if such individual (a) acted honestly and in good faith with
          a
          view to the best interests of the Corporation, or, as the case may be,
          to the
          best interests of the other entity for which the individual acted as director
          or
          officer or in a similar capacity at the Corporation’s request; and (b) in the
          case of a criminal or administrative action or proceeding that is enforced
          by a
          monetary penalty, the individual had reasonable grounds for believing that
          the
          individual’s conduct was lawful.
 
 **7.03**  **Advance
          of Costs** **.** **** -
          The Corporation
          shall advance moneys to a director, officer or other individual for the
          costs,
          charges and expenses of a proceeding referred to in section 7.02. The individual
          shall repay the moneys if the individual does not fulfill the conditions
          of
          section 7.02.
 
 **7.04**  **Additional
          Advance** **.** **** -
          The Corporation
          shall, with the approval of a court, indemnify an individual referred to
          in
          section 7.02, or advance moneys under section 7.03, in respect of an action
          by
          or on behalf of the Corporation or other entity to procure a judgment in
          its
          favour, to which the individual is made a party because of the individual’s
          association with the Corporation or other entity as described in section
          7.02
          against all costs, charges and expenses reasonably incurred by the individual
          in
          connection with such action, if the individual fulfils the conditions set
          out in
          section 7.02.
 
 **7.05**  **Indemnities
          Not Limiting** **.** -
          The provisions of
          this Article Seven shall be in addition to and not in substitution for
          or
          limitation of any rights, immunities and protections to which a person
          is
          otherwise entitled.
 
 **7.06**  **Insurance** **.** -
          Subject to the
          Act, the Corporation may purchase and maintain insurance for the benefit
          of an
          individual referred to in section 7.02 hereof as the board may from time
          to time
          determine.
  
  
 
 
 **SECTION
          EIGHT**
 
 **SHARES**
 
 **8.01**  **Allotment
          of Shares** **.** **** -
          Subject to the
          Act and the articles, the board may from time to time allot or grant options
          to
          purchase the whole or any part of the authorized and unissued shares of
          the
          Corporation at such times and to such persons and for such consideration
          as the
          board shall determine, provided that no share shall be issued until it
          is fully
          paid as provided by the Act.
 
 **8.02**  **Commissions** **.** **** -
          The board may
          from time to time authorize the Corporation to pay a reasonable commission
          to
          any person in consideration of such person’s purchasing or agreeing to purchase
          shares of the Corporation, whether from the Corporation or from any other
          person, or procuring or agreeing to procure purchasers for any such shares.
          The
          board may, to the extent permitted by the Act, delegate this authority
          to a
          committee of directors.
 
 **8.03**  **Registration
          of Transfers** **.** **** -
          Subject to the
          Act, no transfer of a share shall be registered in a securities register
          except
          upon presentation of the certificate representing such share with an endorsement
          which complies with the Act made thereon or delivered therewith duly executed
          by
          an appropriate person as provided by the Act, together with such reasonable
          assurance that the endorsement is genuine and effective as the board may
          from
          time to time prescribe, upon payment of all applicable taxes and any reasonable
          fees prescribed by the board.
 
 **8.04**  **Non-recognition
          of Trusts.** **** -
          Subject to the
          Act, the Corporation may treat the registered holder of any share as the
          person
          exclusively entitled to vote, to receive notices, to receive any dividend
          or
          other payment in respect of the share, and otherwise to exercise all the
          rights
          and powers of an owner of the share.
 
 **8.05**  **** **Share
          Certificates** **.** -
          Every holder of
          one or more shares of the Corporation shall be entitled, at the holder’s option,
          to a share certificate, or to a non-transferable written acknowledgement
          of such
          right to obtain a share certificate, stating the number and class or series
          of
          shares held by such holder as shown on the securities register. Subject
          to the
          Act, such certificates shall be in such form as the board may from time
          to time
          approve. Any such certificate shall be signed in accordance with section
          2.04
          and need not be under the corporate seal. Notwithstanding the foregoing,
          unless
          the board otherwise determines, certificates representing shares in respect
          of
          which a transfer agent and/or registrar has been appointed shall not be
          valid
          unless countersigned by or on behalf of such transfer agent and/or registrar.
          The signature of one of the signing officers under section 2.04 or, in
          the case
          of a certificate which is not valid unless countersigned by or on behalf
          of a
          transfer agent and/or registrar and in the case of a certificate which
          does not
          require a manual signature under the Act, the signatures of both signing
          officers under section 2.04 may be printed or otherwise mechanically reproduced
          in facsimile thereon. Every such facsimile signature shall for all purposes
          be
          deemed to be the signature of the officer whose signature it reproduces
          and
          shall be binding upon the Corporation. A certificate executed as aforesaid
          shall
          be valid notwithstanding that one or both of the officers whose facsimile
          signature appears thereon no longer holds office at the date of issue of
          the
          certificate.
 
 **8.06**  **Replacement
          of Share Certificates** **.** **** -
          The board or any
          officer or agent designated by the board may direct the issue of a new
          share or
          other such certificate in lieu of and upon cancellation of a certificate
          that
          has been mutilated or in substitution for a certificate claimed to have
          been
          lost, destroyed or wrongfully taken on payment of such reasonable fee and
          on
          such terms as to indemnity, reimbursement of expenses and evidence of loss
          and
          of title as the board may from time to time prescribe, whether generally
          or in
          any particular case.
  
  
 
 **8.07**  **Joint
          Shareholders** **.** **** -
          If two or more
          persons are registered as joint holders of any share, the Corporation shall
          not
          be bound to issue more than one certificate in respect thereof, and delivery
          of
          such certificate to one of such persons shall be sufficient delivery to
          all of
          them. Any one of such persons may give effectual receipts for the certificate
          issued in respect thereof or for any dividend, bonus, return of capital
          or other
          money payable or warrant issuable in respect of such share.
 
 **8.08**  **Deceased
          Shareholders** **.** **** -
          In the event of
          the death of a holder, or of one of the joint holders, of any share, the
          Corporation shall not be required to make any entry in the securities register
          in respect thereof or to make any dividend or other payments in respect
          thereof
          except upon production of all such documents as may be required by law
          and upon
          compliance with the reasonable requirements of the Corporation and its
          transfer
          agents.
 
 **8.09**  **Transfer
          Agents and Registrars** **.** **** -
          The board may
          from time to time appoint one or more agents to maintain, in respect of
          each
          class of shares of the Corporation issued by it, a central securities register
          and one or more branch securities registers. Such a person may be designated
          as
          transfer agent or registrar according to the functions of such person and
          one
          person may be designated both registrar and transfer agent subject to any
          applicable stock exchange requirements. The board may at any time terminate
          such
          appointment.
 
 **8.10**  **Record
          Dates** **.** **** -
          The board may,
          within the prescribed period, fix in advance a date as the record date
          for the
          purpose of determining the shareholders: (a) entitled to receive notice
          of a
          meeting of shareholders; (b) entitled to vote at a meeting of shareholders;
          (c)
          entitled to receive payment of a dividend; or (d) for any other purpose,
          and,
          unless waived in accordance with the Act, notice of any such record date
          shall
          be given within the prescribed period in the manner provided in the
          Act.
  
  
 
 
 **SECTION
          NINE**
 
 **DIVIDENDS**
 
 
 **9.01**  **Dividends** **.** **** -
          Subject to the
          Act, the board may from time to time declare dividends payable to the
          shareholders according to their respective rights and interests in the
          Corporation. Dividends may be paid in money or property or by issuing fully
          paid
          shares of the Corporation. Any dividend unclaimed after a period of six
          years
          from the date on which the same has been declared to be payable shall be
          forfeited and shall revert to the Corporation.
 
 **9.02**  **Dividend
          Cheques** **.** **** -
          A dividend
          payable in money shall be paid by cheque to the order of each registered
          holder
          of shares of the class or series in respect of which it has been declared
          and
          mailed by prepaid ordinary mail to such registered holder at the holder’s
          recorded address, unless such holder otherwise directs. In the case of
          joint
          holders the cheque shall, unless such joint holders otherwise direct, be
          made
          payable to the order of all of such joint holders and mailed to them at
          their
          recorded address. The mailing of such cheque as aforesaid, unless the same
          is
          not paid on due presentation, shall satisfy and discharge the liability
          for the
          dividend to the extent of the sum represented thereby plus the amount of
          any tax
          which the Corporation is required to and does withhold. In the event of
          non-receipt of any dividend cheque by the person to whom it is sent as
          aforesaid, the Corporation shall issue to such person a replacement cheque
          for a
          like amount on such terms as to indemnity, reimbursement of expenses and
          evidence of non-receipt and of title as the board may from time to time
          prescribe, whether generally or in any particular case.
 
 **9.03**  **Record
          Date** **.** -
          The board may,
          within the prescribed period, fix in advance a date as the record date
          for the
          purpose of determining shareholders entitled to receive payment of a dividend
          and notice of the record date shall be given within the prescribed period
          in the
          manner provided by the Act. If no date is so fixed, the record date for
          the
          determination of the shareholders entitled to receive payment of any dividend
          or
          for such other purposes shall be at the close of business on the day on
          which
          the directors pass the resolution relating thereto.
 
  
  
 
 **SECTION
          TEN**
 
 **MEETINGS
          OF
          SHAREHOLDERS**
 
 **10.1**  **Annual
          Meetings** **.** **** -
          Subject to the
          Act, the board shall call an annual meeting of shareholders: (a) not later
          than
          18 months after the Corporation comes into existence; and (b) subsequently,
          not
          later than 15 months after holding the last preceding annual meeting but
          no
          later than six months after the end of the Corporation’s preceding financial
          year. The annual meeting of shareholders shall be held for the purpose
          of
          considering the financial statements and reports required by the Act to
          be
          placed before the annual meeting, electing directors, appointing auditors
          and
          for the transaction of such other business as may properly be brought before
          the
          meeting.
 
 **10.02**  **Special
          Meetings** **.** -
          The board shall
          have power to call a special meeting of shareholders at any time.
 
 **10.03**  **Place
          of
          Meetings** **.** **** -
          Meetings of
          shareholders shall be held at the registered office of the Corporation
          or
          elsewhere in Canada if the board shall so determine. A meeting of shareholders
          may be held at a place outside Canada if the place is specified in the
          articles
          or all the shareholders entitled to vote at the meeting agree that the
          meeting
          is to be held at that place. A shareholder who attends a meeting of shareholders
          held outside Canada is deemed to have agreed to it being held outside Canada
          except when the shareholder attends the meeting for the express purpose
          of
          objecting to the transaction of any business on the grounds that the meeting
          is
          not lawfully held. A meeting held pursuant to section 10.05 shall be deemed
          to
          be held at the place where the registered office of the Corporation is
          located.
 
 **10.04**  **Participation
          in Meeting by Electronic Means** **.** **** -
          Any person
          entitled to attend a meeting of shareholders may participate in the meeting,
          in
          accordance with the Act, by means of a telephonic, electronic or other
          communication facility that permits all participants to communicate adequately
          with each other during the meeting, if the Corporation makes available
          such a
          communication facility. A person participating in a meeting by such means
          is
          deemed for the purposes of the Act to be present at the meeting.
 
 **10.05**  **Meeting
          held by Electronic Means** **.** -
          If the directors
          or the shareholders of the Corporation call a meeting of shareholders pursuant
          to the Act, those directors or shareholders, as the case may be, may determine
          that the meeting shall be held, in accordance with the Act, entirely by
          means of
          a telephonic, electronic or other communication facility that permits all
          participants to communicate adequately with each other during the
          meeting.
 
 **10.06**  **** **Notice
          of Meetings** **.** **** -
          Notice of the
          time and place of each meeting of shareholders shall be given in the manner
          provided in Section Eleven within the prescribed time to each director,
          to the
          auditor, and to each shareholder who at the close of business on the record
          date
          for notice is entered in the securities register as the holder of one or
          more
          shares carrying the right to vote at the meeting. Notice of a meeting of
          shareholders called for any purpose other than consideration of the financial
          statements and auditor’s report, election of directors and reappointment of the
          incumbent auditor shall state the nature of such business in sufficient
          detail
          to permit the shareholder to form a reasoned judgment thereon and shall
          state
          the text of any special resolution to be submitted to the
          meeting.
  
  
 **10.07**  **List
          of
          Shareholders Entitled to Notice** **.** **** -
          For every meeting
          of shareholders, the
 Corporation
          shall
          prepare a list of shareholders entitled to receive notice of the meeting,
          arranged in alphabetical order and showing the number of shares held by
          each
          shareholder entitled to vote at the meeting, within the time period required
          by
          the Act. If a record date for notice of the meeting is fixed pursuant to
          section
          10.08, the shareholders listed shall be those registered at the close of
          business on such record date. If no record date for notice is fixed, the
          shareholders listed shall be those registered at the close of business
          on the
          day immediately preceding the day on which notice of the meeting is given
          or,
          where no such notice is given, on the day on which the meeting is held.
          The list
          shall be available for examination by any shareholder during usual business
          hours at the registered office of the Corporation or at the place where
          the
          central securities register is maintained and at the meeting for which
          the list
          was prepared. Where a separate list of shareholders has not been prepared,
          the
          names of persons appearing in the securities register at the requisite
          time as
          the holder of one or more shares carrying the right to vote at such meeting
          shall be deemed to be a list of shareholders.
 
 **10.08**  **** **Record
          Date for Notice** **.** **** -
          The board may,
          within the prescribed period, fix in advance a date as the record date
          for the
          purpose of determining the shareholders entitled to vote at a meeting of
          shareholders and notice of the record date shall be given within the prescribed
          period in the manner provided by the Act. If no such record date is so
          fixed,
          the record date for the determination of the shareholders entitled to receive
          notice of the meeting shall be at the close of business on the day immediately
          preceding the day on which the notice is given or, if no notice is given,
          shall
          be the day on which the meeting is held.
 
 **10.09**  **Meetings
          Without Notice** **.** -
          A meeting of
          shareholders may be held without notice at any time and place permitted
          by the
          Act (a) if all the shareholders entitled to vote thereat are present or
          duly
          represented or if those not present or represented waive notice of or otherwise
          consent to such meeting being held, and (b) if the auditors and the directors
          are present or waive notice of or otherwise consent to such meeting being
          held;
          so long as such shareholders, auditors or directors present are not attending
          for the express purpose of objecting to the transaction of any business
          on the
          grounds that the meeting is not lawfully called. At such a meeting any
          business
          may be transacted which the Corporation at a meeting of shareholders may
          transact. If the meeting is held at a place outside Canada, shareholders
          not
          present or duly represented, but who have waived notice of or otherwise
          consented to such meeting, shall also be deemed to have consented to the
          meeting
          being held at such place.
 
 **10.10**  **** **Chair,
          Secretary and Scrutineers** **.** -
          The chair of any
          meeting of shareholders shall be the first mentioned of such of the following
          officers as have been appointed and who is present at the meeting: chair
          of the
          board, the chief executive officer, president, or a vice president who
          is a
          shareholder. If no such officer is present within 15 minutes from the time
          fixed
          for holding the meeting, the persons present and entitled to vote shall
          choose
          one of their number to be chair. If the secretary of the Corporation is
          absent,
          the chair shall appoint some person, who need not be a shareholder, to
          act as
          secretary of the meeting. If desired, one or more scrutineers, who need
          not be
          shareholders, may be appointed by a resolution or by the chair with the consent
          of the meeting.
 
 **10.11**  **Persons
          Entitled to be Present** **.** **** -
          The only persons
          entitled to be present at a meeting of shareholders shall be those entitled
          to
          vote thereat, the directors and auditor of the Corporation and others who,
          although not entitled to vote, are entitled or required under any provision
          of
          the Act or the articles or by-laws to be present at the meeting. Any other
          person may be admitted only on the invitation of the chair of the meeting
          or
          with the consent of the meeting.
  
  
 **10.12**  **Quorum** **.** **** -
          Subject to the
          Act in respect of a majority shareholder, a quorum for the transaction
          of
          business at any meeting of shareholders shall be persons not being less
          than two
          in number and holding or representing by proxy not less than 20 percent
          of the
          issued and outstanding shares of the Corporation for the time being enjoying
          voting rights at such meeting. If a quorum is present at the opening of
          any
          meeting of shareholders, the shareholders present or represented may proceed
          with the business of the meeting notwithstanding that a quorum is not present
          throughout the meeting. If a quorum is not present at the opening of any
          meeting
          of shareholders, the shareholders present or represented may adjourn the
          meeting
          to a fixed time and place but may not transact any other business.
 
 **10.13**  **Right
          to
          Vote** **.** **** -
          The board may,
          within the prescribed period, fix in advance a date as the record date
          for the
          purpose of determining the shareholders entitled to vote at a meeting of
          shareholders and notice of the record date shall be given within the prescribed
          period in the manner provided by the Act. If a record date for voting is
          fixed,
          the Corporation shall prepare, within the time period required by the Act,
          an
          alphabetical list of shareholders who are entitled to vote as of the record
          date
          that shows the number of shares held by each shareholder. If no record
          date for
          voting is fixed, the Corporation shall prepare, within the time period
          required
          by the Act, an alphabetical list of shareholders who are entitled to vote
          as of
          the record date determined under the Act that shows the number of shares
          held by
          each shareholder. Each shareholder whose name appears on the list prepared
          as
          aforesaid is entitled to vote the shares shown opposite their name at the
          meeting to which the list relates.
 
 **10.14**  **Proxyholders
          and Representatives** **.** -
          Every shareholder
          entitled to vote at a meeting of shareholders may appoint a proxyholder,
          or one
          or more alternate proxyholders, to attend and act as the shareholder’s
          representative at the meeting in the manner and to the extent authorized
          and
          with the authority conferred by the proxy. A proxy shall be in writing
          executed
          by the shareholder or the shareholder’s attorney authorized in writing and shall
          conform to the requirements of the Act. The Corporation shall recognize
          any
          individual authorized by a resolution of the directors or governing body
          of a
          body corporate or association to represent it at a meeting of shareholders
          and
          such individual may exercise on the shareholder’s behalf all the powers it could
          exercise if it were an individual shareholder. The authority of such an
          individual shall be established by depositing with the Corporation a certified
          copy of such resolution, or in such other manner as may be satisfactory
          to the
          secretary of the Corporation or the chair of the meeting. Any such proxyholder
          or representative need not be a shareholder.
 
 **10.15**  **Time
          for
          Deposit of Proxies** **.** **** -
          The board may
          specify in a notice calling a meeting of shareholders a time, preceding
          the time
          of such meeting by not more than 48 hours, excluding Saturdays and holidays,
          before which time proxies to be used at such meeting must be deposited.
          A proxy
          shall be acted upon only if, prior to the time so specified, it shall have
          been
          deposited with the Corporation or an agent thereof specified in such notice,
          or
          such later time before the time of voting as the chairman of the meeting
          may
          determine, or if, no such time having been specified in such notice, it
          has been
          received by the secretary of the Corporation or by the chair of the meeting
          or
          any adjournment thereof prior to the time of voting.
 
 **10.16**  **Joint
          Shareholders** **.** **** -
          If two or more
          persons hold shares jointly, any one of them present or duly represented
          at a
          meeting of shareholders may, in the absence of the other or others, vote
          the
          shares; but if two or more of those persons are present or represented
          and vote,
          they shall vote as one the shares jointly held by them.
  
  
 **10.17**  **Votes
          to
          Govern** **.** -
          At any meeting of
          shareholders every question shall, unless otherwise required by the articles
          or
          by-laws or by law, be determined by a majority of the votes cast on the
          question. In case of an equality of votes either upon a show of hands or
          upon a
          poll, the chair of the meeting shall not be entitled to a second or casting
          vote.
 
 **10.18**  **Show
          of
          Hands** **.** **** -
          Subject to the
          Act, any question at a meeting of shareholders shall be decided by a show
          of
          hands, unless a ballot thereon is required or demanded as hereinafter provided.
          Upon a show of hands every person who is present and entitled to vote shall
          have
          one vote, subject to any provision of the Act restricting the ability of
          a
          proxyholder or alternate proxyholder to vote by way of show of hands where
          such
          person has conflicting instructions from more than one shareholder. Whenever
          a
          vote by show of hands shall have been taken upon a question, unless a ballot
          thereon is so required or demanded, a declaration by the chair of the meeting
          that the vote upon the question has been carried or carried by a particular
          majority or defeated and an entry to that effect in the minutes of the
          meeting
          shall be prima facie proof of the fact without proof of the number or proportion
          of the votes recorded in favour of or against any resolution or other proceeding
          in respect of the said question, and the result of the vote so taken shall
          be
          the decision of the shareholders upon the said question. Any vote referred
          to in
          section 10.17 and this section 10.18 may be held, subject to and in accordance
          with the Act, **** partly
          or entirely
          by means of a telephonic, electronic or other communication facility, if
          the
          Corporation makes available such a communication facility. Any person
          participating in a meeting of shareholders under section 10.04 or 10.05
          and
          entitled to vote at that meeting may vote, subject to and in accordance
          with the
          Act by means of the telephonic, electronic or other communication facility
          that
          the Corporation has made available for that purpose.
 
 **10.19**  **Ballots** **.** **** -
          On any question
          proposed for consideration at a meeting of shareholders, and whether or
          not a
          show of hands has been taken thereon, the chair may require a ballot or
          any
          person who is present and entitled to vote on such question at the meeting
          may
          demand a ballot. A ballot so required or demanded shall be taken in such
          manner
          as the chair shall direct. A requirement or demand for a ballot may be
          withdrawn
          at any time prior to the taking of the ballot. If a ballot is taken each
          person
          present shall be entitled, in respect of the shares which such person is
          entitled to vote at the meeting upon the question, to that number of votes
          provided by the Act or the articles, and the result of the ballot so taken
          shall
          be the decision of the shareholders upon the said question.
 
 **10.20**  **** **Adjournment** **.** **** -
          The chair at a
          meeting of shareholders may, with the consent of the meeting and subject
          to such
          conditions as the meeting may decide, adjourn the meeting from time to
          time and
          from place to place. If a meeting of shareholders is adjourned for less
          than 30
          days, it shall not be necessary to give notice of the adjourned meeting,
          other
          than by announcement at the earliest meeting that is adjourned. Subject
          to the
          Act, if a meeting of shareholders is adjourned by one or more adjournments
          for
          an aggregate of 30 days or more, notice of the adjourned meeting shall
          be given
          as for an original meeting.
  
  
 
 **SECTION
          ELEVEN**
 
 **NOTICES**
 
 **11.01**  **Method
          of Giving Notices** **.** -
          Any notice (which
          term includes any communication or document) to be given (which term includes
          sent, delivered or served) pursuant to the Act, the articles, the by-laws
          or
          otherwise to a shareholder, director, officer, auditor or member of a committee
          of the board shall be sufficiently given, subject to any provisions in
          the Act
          regarding certain types of communications or documents, if delivered personally
          to the person to whom it is to be given; if delivered to the person’s recorded
          address or if mailed to such person at such recorded address by prepaid
          ordinary
          mail; if sent to such person at such recorded address by any means of prepaid
          transmitted or recorded communication; or if sent by email, electronic
          document
          or other form of electronically transmitted message. A notice so delivered
          shall
          be deemed to have been given when it is delivered personally or to the
          recorded
          address as aforesaid; a notice so mailed shall be deemed to have been given
          when
          deposited in a post office or public letter box; and a notice so sent by
          any
          means of transmitted or recorded communication or by email, electronic
          document
          or other form of electronically transmitted message shall be deemed to
          have been
          given when dispatched or transmitted. A notice so delivered shall be deemed
          to
          have been received when it is personally delivered; a notice so mailed
          shall be
          deemed to be received at the time it would be delivered in the ordinary
          course
          of mail; and a notice so sent by any means of transmitted or recorded
          communication or by email, electronic document or other form of electronically
          transmitted message shall be deemed to have been received on the day it
          is
          dispatched or transmitted. The secretary may change or cause to be changed
          the
          recorded address of any shareholder, director, officer, auditor or member
          of a
          committee of the board in accordance with any information believed by the
          secretary to be reliable.
 
 **11.02**  **Notice
          to Joint Shareholders** **.** **** -
          If two or more
          persons are registered as joint holders of any share, any notice may be
          addressed to all such joint holders, but notice addressed to one of such
          persons
          shall be sufficient notice to all of them.
 
 **11.03**  **Computation
          of Time** **.** **** -
          In computing the
          date when notice must be given under any provision requiring a specified
          number
          of days’ notice of any meeting or other event, the day of giving the notice
          shall be excluded and the day of the meeting or other event shall be
          included.
 
 **11.04**  **Undelivered
          Notices** **.** **** -
          If any notice
          given to a shareholder pursuant to section 11.01 is returned on two consecutive
          occasions because the shareholder cannot be found, the Corporation shall
          not be
          required to give any further notices to such shareholder until informed
          in
          writing by the shareholder of a new address.
 
 **11.05**  **Omissions
          and Errors** **.** -
          The accidental
          omission to give any notice to any shareholder, director, officer, auditor
          or
          member of a committee of the board or the non-receipt of any notice by
          any such
          person or any error in any notice not affecting the substance thereof shall
          not
          invalidate any action taken at any meeting held pursuant to such notice
          or
          otherwise founded thereon.
 
 **11.6**  **Persons
          Entitled by Death or Operation of Law** **.** **** -
          Every person who,
          by operation of law, transfer, death of a shareholder or any other means
          whatsoever shall become entitled to any share, shall be bound by every
          notice in
          respect of such share which shall have been duly given to the shareholder
          from
          whom such person derives title to such share prior to the name and address
          of
          such person being entered on the securities register (whether such notice
          was
          given before or after the happening of the event upon which such person
          became
          so entitled) and prior to such person furnishing to the Corporation the
          proof of
          authority or evidence of entitlement prescribed by the Act.
  
  
 
 **11.07** **Waiver
          of Notice** **.** **** -
          Any shareholder,
          proxyholder, director, officer, auditor or member of a committee of the
          board,
          or any other person entitled to receive notice of a meeting of shareholders
          or
          any other notice from the Corporation, may at any time waive any notice,
          or
          waive or abridge the time for any notice, required to be given to such
          person
          under the Act, the articles, the by-laws or otherwise, and such waiver
          or
          abridgement, whether given before or after the meeting or other event of
          which
          notice is required to be given, shall cure any default in the giving or
          in the
          time of such notice, as the case may be. Any such waiver or abridgement
          shall be
          in writing except a waiver of notice of a meeting of shareholders or of
          the
          board or a committee of the board, which may be given in any
          manner.
 
 **11.08** **Interpretation** **.** **** -
          In the by-laws,
“recorded address” means: in the case of a shareholder, the address as recorded
          in the securities register; in the case of joint shareholders, the address
          appearing in the securities register in respect of such joint holding or
          the
          first address so appearing if there are more than one; and in the case
          of a
          director, officer, auditor or member of a committee of the board, the latest
          address as shown in the records of the Corporation.
 
 **11.09** **Electronic
          Documents** **.** **** A
          requirement under
          these by-laws that a notice, document or other information be provided
          in
          writing may be satisfied by providing an electronic document and a requirement
          under these by-laws for a signature or that a document be executed, in
          relation
          to an electronic document, may be satisfied, in each case, if the requirements
          in the Act in respect thereof are met.
  
  
 
 **SECTION
          TWELVE**
 
 **EFFECTIVE
          DATE AND REPEAL**
 
 **12.01**  **Effective
          Date** **.** -
          Subject to its
          being confirmed by the shareholders, this by-law shall come into force
          on the
          date set forth in the certificate of continuance continuing the Corporation
          under the Act.
 
 **12.02**
              **Repeal****.******-
                  All
                  previous by-laws of the Corporation are repealed as of the coming
                  into
                  force of this by-law. Such repeal shall not affect the previous
                  operation
                  of any by-law so repealed, or affect the validity of any act done
                  or
                  right, privilege, obligation or liability acquired or incurred
                  under, or
                  the validity of any contract or agreement made pursuant to, or
                  the
                  validity of any articles (as defined in the Act) or predecessor
                  charter
                  documents of the Corporation obtained pursuant to, any such by-law
                  prior
                  to its repeal. All officers and persons acting under any by-law
                  so
                  repealed shall continue to act as if appointed under the provisions
                  of
                  this by-law and all resolutions of the shareholders or the board
                  or a
                  committee of the board with continuing effect passed under any
                  repealed
                  by-law shall continue to be good and valid except to the extent
                  inconsistent with this by-law and until amended or
                  repealed.