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                                                                       EXHIBIT 3

                                                                NUMBER
          CANADA
PROVINCE OF BRITISH COLUMBIA                                     312561


                                     [LOGO]


                          PROVINCE OF BRITISH COLUMBIA
                   Ministry of Consumer and Corporate Affairs
                             REGISTRAR OF COMPANIES

                                  COMPANY ACT

                          Certificate of Incorporation

                             I HEREBY CERTIFY THAT

                          NICHOLAS DATA SERVICES LTD.


              HAS THIS DAY BEEN INCORPORATED UNDER THE COMPANY ACT


                [SEAL]                  GIVEN UNDER MY HAND AND SEAL OF OFFICE

                                            AT VICTORIA, BRITISH COLUMBIA,

                                            THIS 28TH DAY OF JULY, 1986

                                             /s/ F. A. Butler

                                            F. A. BUTLER
                                            ASST. DEPUTY REGISTRAR OF COMPANIES

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                                            I HEREBY CERTIFY THAT THESE ARE
                                            COPIES OF DOCUMENTS FILED WITH
                                            THE REGISTRAR OF COMPANIES ON
                                                   JUL 28 1986  19-----
                                                    /s/ [ILLEGIBLE]
                                            ------------------------------------
                                                  REGISTRAR OF COMPANIES
                                            FOR THE PROVINCE OF BRITISH COLUMBIA

                               FORM 1 (Section 5)

                                  COMPANY ACT

                                   MEMORANDUM

I wish to be formed into a company with limited liability under the Company Act
in pursuance of this memorandum.

1.    The name of the company is "NICHOLAS DATA SERVICES LTD."

2.    The authorized capital of the company consists of 25,000,000 shares
      divided into 20,000,000 Common shares without par value and 5,000,000
      Preference shares without par value.

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

--------------------------------------------------------------------------------
Full Name, Resident Address and                        Number and Kind of Shares
Occupation of Subscriber                               taken by Subscriber
--------------------------------------------------------------------------------

                                                       Ten (10) Common shares
                                                       without par value
/s/ Elizabeth A. Watkins
----------------------------
ELIZABETH A. WATKINS
103 - 1470 Pennyfarthing Drive
Vancouver, B. C.
Barrister and Solicitor

TOTAL SHARES TAKEN:                                    Ten (10) Common shares
                                                       without par value

--------------------------------------------------------------------------------

DATED this 24th day of July, 1986.

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                                    ARTICLES

                                       of

                          NICHOLAS DATA SERVICES LTD.
                               TABLE OF CONTENTS

PART  ARTICLE                           SUBJECT

1     INTERPRETATION

      1.1.  Definition
            Construction of Words
      1.2.  Definitions same as Company Act
      1.3.  Interpretation Act Rules of Construction apply

2     SHARES

      2.1.  Member entitled to Certificate
      2.2.  Replacement of Lost or Defaced Certificate
      2.3.  Execution of Certificates
      2.4.  Recognition of Trusts

3     ISSUE OF SHARES

      3.1.  Directors Authorized
      3.2.  Conditions of Allotment
      3.3.  Commissions and Brokerage
      3.4.  Conditions of Issue

4     SHARE REGISTERS

      4.1.  Registers of Members, Transfers and Allotments
      4.2.  Branch Registers of Members
      4.3.  Closing of Register of Members

5     TRANSFER AND TRANSMISSION OF SHARES

      5.1.  Transfer of Shares
      5.2.  Execution of Instrument of Transfer
      5.3.  Enquiry as to Title not Required
      5.4.  Submission of Instruments of Transfer
      5.5.  Transfer Fee
      5.6.  Personal Representative Recognized on Death
      5.7.  Death or Bankruptcy
      5.8.  Persons in Representative Capacity

6     ALTERATION OF CAPITAL

      6.1.  Increase of Authorized Capital
      6.2.  Other Capital Alterations
      6.3.  Creation, Variation and Abrogation of Special Rights and
            Restrictions
      6.4.  Consent of Class Required
      6.5.  Special Rights of Conversion
      6.6.  Class Meetings of Members

                             WORRALL SCOTT AND PAGE                            1
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PART  ARTICLE                       SUBJECT

7     PURCHASE AND REDEMPTION OF SHARES

      7.1.  Company Authorized to Purchase or Redeem its Shares
      7.2.  Selection of Shares to be Redeemed
      7.3.  Purchased or Redeemed Shares Not Voted

8     BORROWING POWERS

      8.1.  Powers of Directors
      8.2.  Special Rights Attached to and Negotiability of Debt Obligations
      8.3.  Register of Debentureholders
      8.4.  Execution of Debt Obligations
      8.5.  Register of Indebtedness

9     GENERAL MEETINGS

      9.1.  Annual General Meetings
      9.2.  Waiver of Annual General Meeting
      9.3.  Classification of General Meetings
      9.4.  Calling of Meetings
      9.5.  Advance Notice for Election of Directors
      9.6.  Notice of General Meeting
      9.7.  Waiver or Reduction of Notice
      9.8.  Notice of Special Business at General Meeting

10    PROCEEDINGS AT GENERAL MEETINGS

      10.1.  Special Business
      10.2.  Requirement of Quorum
      10.3.  Quorum
      10.4.  Lack of Quorum
      10.5.  Chairman
      10.6.  Alternate Chairman
      10.7.  Adjournments
      10.8.  Resolutions Need Not Be Seconded
      10.9.  Decisions by Show of Hands or Poll
      10.10. Casting Vote
      10.11. Manner of Taking Poll
      10.12. Retention of Ballots Cast on a Poll
      10.13. Casting of Votes
      10.14. Ordinary Resolution Sufficient

11    VOTES OF MEMBERS

      11.1.  Number of Votes Per Share or Member
      11.2.  Votes of Persons in Representative Capacity
      11.3.  Representative of a Corporate Member
      11.4.  Votes by Joint Holders
      11.5.  Votes by Committee for a Member
      11.6.  Appointment of Proxyholders
      11.7.  Execution of Form of Proxy
      11.8.  Deposit of Proxy
      11.9.  Validity of Proxy Note
      11.10. Revocation of Proxy

                             WORRALL SCOTT AND PAGE                            2
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PART  ARTICLE                   SUBJECT

12    DIRECTORS

      12.1. Number of Directors
      12.2. Remuneration and Expenses of Directors
      12.3. Qualification of Directors

13    ELECTION OF DIRECTORS

      13.1. Election at Annual General Meetings
      13.2. Eligibility of Retiring Director
      13.3. Continuance of Directors
      13.4. Election of Less than Required Number of Directors
      13.5. Filling a Casual Vacancy
      13.6. Additional Directors
      13.7. Alternate Directors
      13.8. Termination of Directorship
      13.9. Removal of Directors

14    POWERS OF DUTIES OF DIRECTORS

      14.1. Management of Affairs and Business
      14.2. Appointment of Attorney

15    DISCLOSURE OF INTEREST OF DIRECTORS

      15.1. Disclosure of Conflicting Interest
      15.2. Voting and Quorum re Proposed Contract
      15.3. Director May Hold Office or Place of Profit with Company
      15.4. Director Acting in Professional Capacity
      15.5. Director Receiving Remuneration from Other Interests

16    PROCEEDINGS OF DIRECTORS

      16.1. Chairman and Alternate
      16.2. Meetings - Procedure
      16.3. Meetings by Conference Telephone
      16.4. Notice of Meeting
      16.5. Waiver of Notice of Meetings
      16.6. Quorum
      16.7. Continuing Directors may Act During Vacancy
      16.8. Validity of Acts of Directors
      16.9. Resolution in Writing Effective

17    EXECUTIVE AND OTHER COMMITTEES

      17.1. Appointment of Executive Committee
      17.2. Appointment of Committees
      17.3. Procedure at Meetings

18    OFFICERS

      18.1. President and Secretary Required
      18.2. Persons Holding More Than One Office and Remuneration
      18.3. Disclosure of Conflicting Interest

                             WORRALL SCOTT AND PAGE                            3
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PART  ARTICLE                   SUBJECT

19    INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS AND EMPLOYEES

      19.1. Indemnification of Directors
      19.2. Indemnification of Officers, Employees, Agents
      19.3. Indemnification not invalidated by non-compliance
      19.4. Company may Purchase Insurance

20    DIVIDENDS AND RESERVES

      20.1. Declaration of Dividends
      20.2. Declared Dividend Date
      20.3. Proportionate to Number of Shares Held
      20.4. Reserves
      20.5. Receipts from Joint Holders
      20.6. No Interest on Dividends
      20.7. Payment of Dividends
      20.8. Capitalization of Undistributed Surplus

21    DOCUMENTS, RECORDS AND REPORTS

      21.1. Documents to be Kept
      21.2. Accounts to be Kept
      21.3. Inspection of Accounts
      21.4. Financial Statements and Reports for General Meeting
      21.5. Financial Statements and Reports for Members

22    NOTICES

      22.1. Method of Giving Notice
      22.2. Notice to Joint Holder
      22.3. Notice to Personal Representative
      22.4. Persons to Receive Notice

23    RECORD DATES

      23.1. Record Date
      23.2. No Closure of Register of Members

24    SEAL

      24.1. Affixation of Seal to Documents
      24.2. Reproduction of Seal
      24.3. Official Seal for Other Jurisdictions

25    MECHANICAL REPRODUCTION OF SIGNATURES

      25.1. Instruments may be Mechanically Signed
      25.2. Definition of Instruments

26    PROHIBITIONS

      26.1. Number of Members and No Securities to be Offered to the Public
      26.2. Restriction on Transfer of Shares

                             WORRALL SCOTT AND PAGE                            4

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                          PROVINCE OF BRITISH COLUMBIA

                                  COMPANY ACT

                                    ARTICLES
                                       OF

                           NICHOLAS DATA SERVICES LTD.

                                     PART I

                                 INTERPRETATION

      1.1. In these Articles, unless there is something in the subject or
      context inconsistent therewith:

      "Board" and "the Directors" or "the directors" mean the Directors, sole
      Director or alternate Director of the Company for the time being.

      "Company Act" means the Company Act of the Province of British Columbia as
      from time to time enacted and all amendments thereto and statutory
      modifications thereof and includes the regulations made pursuant thereto.

      "seal" means the common seal of the Company.

      "month" means calendar month.

      "registered owner" or "registered holder" when used with respect to a
      share in the authorized capital of the Company means the person registered
      in the register of members in respect of such share.

      "personal representative" shall include executors, administrators,
      trustees in bankruptcy and duly constituted representatives in lunacy.

      Expressions referring to writing shall be construed as including
references to printing, lithography, typewriting, photography and other modes of
representing or reproducing words in a visible form.

      Words importing the singular include the plural and vice versa; and words
importing male persons include female persons and words importing persons shall
include corporations.

      1.2. The meaning of any words or phrases defined in the Company Act shall,
if not inconsistent with the subject or context, bear the same meaning in these
Articles.

1.3. The Rules of Construction contained in the Interpretation Act shall apply,
mutatis mutandis, to the interpretation of these Articles.

                                     PART 2

                         SHARES AND SHARE CERTIFICATES

      2.1. Every member is entitled, without charge, to one certificate
representing the share or shares of each class held by him; provided that, in
respect of a share or shares held jointly by several persons, the Company shall
not be bound to issue more than one certificate, and delivery of a certificate
for a share to the first named of several joint registered holders or to his
duly authorized agent shall be sufficient delivery to all; and provided further
that the Company shall not be bound to issue certificates representing
redeemable shares, if such shares are to be redeemed within one month of the
date on which they were allotted. Any share certificate may be sent through the
mail by registered prepaid mail to the member entitled thereto, and neither the
Company nor any transfer agent shall be liable for any loss occasioned to the
member owing to any such share certificate so sent being lost in the mail or
stolen.

      2.2.  If a share certificate

      (i)   is worn out or defaced, the Directors shall, upon production to them
            of the said certificate and upon such other terms, if any, as they
            may think fit, order the said certificate to be cancelled and shall
            issue a new certificate in lieu thereof;

                             WORRALL SCOTT AND PAGE                            5
<PAGE>

      (ii)  is lost, stolen or destroyed, then, upon proof thereof to the
            satisfaction of the Directors and upon such indemnity, if any, as
            the Directors deem adequate being given, a new share certificate in
            lieu thereof shall be issued to the person entitled to such lost,
            stolen or destroyed certificate; or

      (iii) represents more than one share and the registered owner thereof
            surrenders it to the Company with a written request that the Company
            issue in his name two or more certificates each representing a
            specified number of shares and in the aggregate representing the
            same number of shares as the certificate so surrendered and, upon
            payment of an amount determined from time to time by the Directors,
            the Company shall cancel the certificate so surrendered and issue in
            lieu thereof certificates in accordance with such request.

      2.3. Every share certificate shall be signed manually by at least one
officer or Director of the Company, or by or on behalf of a registrar, branch
registrar, transfer agent or branch transfer agent of the Company and any
additional signatures may be printed, lithographed, engraved or otherwise
mechanically reproduced in accordance with these Articles.

      2.4. Except as required by law, statute or these Articles, no person shall
be recognized by the Company as holding any share upon any trust, and the
Company shall not be 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 in any fractional part of a share or (except only as by law,
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 its registered holder.

                                     PART 3

                                ISSUE OF SHARES

      3.1. Subject to Article 3.2 and to any direction to the contrary contained
in a resolution passed at a general meeting authorizing any increase or
alteration of capital, the shares shall be under the control of the Directors
who may, subject to the rights of the registered holders of the shares of the
Company for the time being issued, issue, allot, sell or otherwise dispose of,
and/or grant options on or otherwise deal in, shares authorized but not
outstanding at such times, to such persons (including Directors), in such
manner, upon such terms and conditions, and at such price or for such
consideration, as they, in their absolute discretion, may determine.

      3.2. If the Company is, or becomes, a company which is not a reporting
company and the Directors are required by the Company Act before allotting any
shares to offer them pro rata to the members, the Directors shall, before
allotting any shares, comply with the applicable provisions of the Company Act.

      3.3. Subject to the provisions of the Company Act, the Company, or the
Directors on behalf of the Company, may pay a commission or allow a discount to
any person in consideration of his subscribing or agreeing to subscribe, whether
absolutely or conditionally, for any shares, debentures, share rights, warrants
or debenture stock in the Company, or procuring or agreeing to procure
subscriptions, whether absolutely or conditionally, for any such shares,
debentures, share rights, warrants or debenture stock, provided that, if the
Company is not a specially limited company, the rate of the commission and
discount shall not in the aggregate exceed 25 per centum of the amount of the
subscription price of such shares, and if the Company is a specially limited
company, the rate of the commission and discount shall not in the aggregate
exceed 98 per centum of the amount of the subscription price of such shares,
debentures, share rights, warrants or debenture stock. The Company may also pay
such brokerage as may be lawful.

      3.4. No share may be issued until it is fully paid and the Company shall
have received the full consideration therefor in cash, property or past services
actually performed for the Company. The value of the property or services for
the purposes of this Article shall be the value determined by the Directors by
resolution to be, in all circumstances of the transaction, the fair market value
thereof.

                             WORRALL SCOTT AND PAGE                            6
<PAGE>

                                     PART 4

                                SHARE REGISTERS

      4.1. The Company shall keep or cause to be kept a register of members, a
register of transfers and a register of allotments within British Columbia, all
as required by the Company Act, and may combine one or more of such registers.
If the Company's capital shall consist of more than one class of shares, a
separate register of members, register of transfers and register of allotments
may be kept in respect of each class of shares. The Directors on behalf of the
Company may appoint a trust company to keep the register of members, register of
transfers and register of allotments or, if there is more than one class of
shares, the Directors may appoint a trust company, which need not be the same
trust company, to keep the register of members, the register of transfers and
the register of allotments for each class of shares. The Directors on behalf of
the Company may also appoint one or more trust companies, including the trust
company which keeps the said registers of its shares or of a class thereof, as
transfer agent for its shares or such class thereof, as the case may be, and the
same or another trust company or companies as registrar for its shares or such
class thereof, as the case may be. The Directors may terminate the appointment
of any such trust company at any time and may appoint another trust company in
its place.

      4.2. Unless prohibited by the Company Act, the Company may keep or cause
to be kept one or more branch registers of members at such place or places as
the Directors may from time to time deter mine.

      4.3. The Company may at any time close its register of members upon
resolution of the Directors.

                                     PART 5

                      TRANSFER AND TRANSMISSION OF SHARES

      5.1. Subject to the provisions of the Memorandum and of these Articles
that may be applicable, any member may transfer any of his shares by instrument
in writing executed by or on behalf of such member and delivered to the Company
or its transfer agent. The instrument of transfer of any share of the Company
shall be in the form, if any, on the back of the Company's share certificates or
in such other form as the Directors may from time to time approve. Except to the
extent that the Company Act may otherwise provide, the transferor shall be
deemed to remain the holder of the shares until the name of the transferee is
entered in the register of members or a branch register of members thereof.

      5.2. The signature of the registered holder of any shares, or of his duly
authorized attorney, upon an authorized instrument of transfer shall constitute
a complete and sufficient authority to the Company, its directors, officers and
agents to register, in the name of the transferee as named in the instrument of
transfer, the number of shares specified therein or, if no number is specified,
all the shares of the registered holder represented by share certificates
deposited with the instrument of transfer. If no transferee is named in the
instrument of transfer, the instrument of transfer shall constitute a complete
and sufficient authority to the Company, its directors, officers and agents to
register, in the name of the person in whose behalf any certificate for the
shares to be transferred is deposited with the Company for the purpose of having
the transfer registered, the number of shares specified in the instrument of
transfer or, if no number is specified, all the shares represented by all share
certificates deposited with the instrument of transfer.

      5.3. Neither the Company nor any Director, officer or agent thereof shall
be bound to inquire into the title of the person named in the form of transfer
as transferee, or, if no person is named therein as transferee, of the person on
whose behalf the certificate is deposited with the Company for the purpose of
having the transfer registered or be liable to any claim by such registered
holder or by any intermediate holder of the certificate or of any of the shares
represented thereby or any interest therein for registering the transfer, and
the transfer, when registered, shall confer upon the person in whose name the
shares have been registered a valid title to such shares.

                             WORRALL SCOTT AND PAGE                            7
<PAGE>

      5.4. Every instrument of transfer shall be executed by the transferor and
left at the registered office of the Company or at the office of its transfer
agent or registrar for registration together with the share certificate for the
shares to be transferred and such other evidence, if any, as the Directors or
the transfer agent or registrar may require to prove the title of the transferor
or his right to transfer the shares and the right of the transferee to have the
transfer registered. All instruments of transfer where the transfer is
registered shall be retained by the Company or its transfer agent or registrar
and any instrument of transfer, where the transfer is not registered, shall be
returned to the person depositing the same together with the share certificate
which accompanied the same when tendered for registration.

      5.5. There shall be paid to the Company in respect of the registration of
any transfer such sum, if any, as the Directors may from time to time determine.

      5.6. In the case of the death of a member, the survivor or survivors where
the deceased was a joint registered holder, and the legal personal
representative of the deceased where he was the sole holder, shall be the only
persons recognized by the Company as having any title to his interest in the
shares. Before recognizing any legal personal representative the Directors may
require him to obtain a grant of probate or letters of administration in British
Columbia.

      5.7. Upon the death or bankruptcy of a member, his personal representative
or trustee in bankruptcy, although not a member, shall have the same rights,
privileges and obligations that attach to the shares formerly held by the
deceased or bankrupt member if the documents required by the Company Act shall
have been deposited at the Company's registered office.

      5.8. Any person becoming entitled to a share in consequence of the death
or bankruptcy of a member shall, upon such documents and evidence being produced
to the Company as the Company Act requires or who becomes entitled to a share as
a result of an order of a Court of competent jurisdiction or a statute has the
right either to be registered as a member in his representative capacity in
respect of such share, or, if he is a personal representative, instead of being
registered himself, to make such transfer of the share as the deceased or
bankrupt person could have made; but the Directors shall, as regards a transfer
by a personal representative or trustee in bankruptcy, have the same right, if
any, to decline or suspend registration of a transferee as they would have in
the case of a transfer of a share by the deceased or bankrupt person before the
death or bankruptcy.

                                     PART 6

                             ALTERATION OF CAPITAL

      6.1. The Company may by ordinary resolution filed with the Registrar amend
its Memorandum to increase the authorized capital of the Company by:

      (i)   creating shares with par value or shares without par value, or both;

      (ii)  increasing the number of shares with par value or shares without par
            value, or both; or

      (iii) increasing the par value of a class of shares with par value, if no
            shares of that class are issued.

All new shares shall be subject to the same provisions with reference to
transfers, transmissions and otherwise as the existing shares of the Company.

      6.2. The Company may by special resolution alter its Memorandum to
subdivide, consolidate, change from shares with par value to shares without par
value, or from shares without par value to shares with par value, or change the
designation of, all or any of its shares but only to such extent, in such manner
and with such consents of members holding a class of shares which is the subject
of or affected by such alteration, as the Company Act provides.

      6.3.  The Company may alter its Memorandum or these Articles

      (i)   by special resolution, to create, define and attach special rights
            or restrictions to any shares, and

                             WORRALL SCOTT AND PAGE                            8
<PAGE>

      (ii)  by special resolution and by otherwise complying with any applicable
            provision of its Memorandum or these Articles, to vary or abrogate
            any special rights and restrictions attached to any shares

and in each case by filing a certified copy of such resolution with the
Registrar but no right or special right attached to any issued shares shall be
prejudiced or interfered with unless all members holding shares of each class
whose right or special right is so prejudiced or interfered with consent thereto
in writing, or unless a resolution consenting thereto is passed at a separate
class meeting of the holders of the shares of each such class by a majority of
three-fourths, or such greater majority as may be specified by the special
rights attached to the class of shares, of the issued shares of such class.

      6.4. Notwithstanding such consent in writing or such resolution, no such
alteration shall be valid as to any part of the issued shares of any class
unless the holders of the rest of the issued shares of such class either all
consent thereto in writing or consent thereto by a resolution passed by the
votes of members holding three-fourths of the rest of such shares.

      6.5. If the Company is or becomes a reporting company, no resolution to
create, vary or abrogate any special right of conversion attaching to any class
of shares shall be submitted to any meeting of members unless, if so required by
the Company Act, the Superintendent of Brokers shall have consented to the
resolution.

      6.6. Unless these Articles otherwise provide, the provisions of these
Articles relating to general meetings shall apply, with the necessary changes
and so far as they are applicable, to a class meeting of members holding a
particular class of shares but the quorum at a class meeting shall be one person
holding or representing by proxy one-third of the shares affected.

                                     PART 7

                       PURCHASE AND REDEMPTION OF SHARES

      7.1. Subject to the special rights and restrictions attached to any class
of shares, the Company may, by a resolution of the Directors and in compliance
with the Company Act, purchase any of its shares at the price and upon the terms
specified in such resolution or redeem any class of its shares in accordance
with the special rights and restrictions attaching thereto. No such purchase or
redemption shall be made if the Company is insolvent at the time of the proposed
purchase or redemption or if the proposed purchase or redemption would render
the Company insolvent. Unless the shares are to be purchased through a stock
exchange or the Company is purchasing the shares from dissenting members
pursuant to the requirements of the Company Act, the Company shall make its
offer to purchase pro rata to every member who holds shares of the class or
kind, as the case may be, to be purchased.

      7.2. If the Company proposes at its option to redeem some but not all of
the shares of any class, the Directors may, subject to the special rights and
restrictions attached to such class of shares, decide the manner in which the
shares to be redeemed shall be selected.

      7.3. Subject to the provisions of the Company Act, any shares purchased or
redeemed by the Company may be sold or issued by it, but, while such shares are
held by the Company, it shall not exercise any vote in respect of these shares.

                                     PART 8

                                BORROWING POWERS

      8.1. The Directors may from time to time on behalf of the Company

      (i)   borrow money in such manner and amount, on such security, from such
            sources and upon such terms and conditions as they think fit,

                             WORRALL SCOTT AND PAGE                            9
<PAGE>

      (ii)  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

      (iii) mortgage, charge, whether by way of specific or floating charge, or
            give other security on the undertaking, or on the whole or any part
            of the property and assets, of the Company (both present and
            future).

      8.2. Any bonds, debentures or other debt obligations of the Company may be
issued at a discount, premium or otherwise, and with any special privileges as
to redemption, surrender, drawing, allotment of or conversion into or exchange
for shares or other securities, attending and voting at general meetings of the
Company, appointment of Directors or otherwise and may by their terms be
assignable free from any equities between the Company and the person to whom
they were issued or any subsequent holder thereof, all as the Directors may
determine.

      8.3. The Company shall keep or cause to be kept within the Province of
British Columbia in accordance with the Company Act a register of its debentures
and a register of debentureholders, which registers may be combined, and,
subject to the provisions of the Company Act, may keep or cause to be kept one
or more branch registers of its debentureholders at such place or places as the
Directors may from time to time determine and the Directors may by resolution,
regulation or otherwise make such provisions as they think fit respecting the
keeping of such branch registers.

      8.4. Every bond, debenture or other debt obligation of the Company shall
be signed manually by at least one Director or officer of the Company or by or
on behalf of a trustee, registrar, branch registrar, transfer agent or branch
transfer agent for the bond, debenture or other debt obligation appointed by the
Company or under any instrument under which the bond, debenture or other debt
obligation is issued and any additional signatures may be printed or otherwise
mechanically reproduced thereon and, in such event, a bond, debenture or other
debt obligation so signed is as valid as if signed manually notwithstanding
that any person whose signature is so printed or mechanically reproduced shall
have ceased to hold the office that he is stated on such bond, debenture or
other debt obligation to hold at the date of the issue thereof.

      8.5. The Company shall keep or cause to be kept a register of its
indebtedness to every Director or officer of the Company or an associate of any
of them in accordance with the provisions of the Company Act.

                                     PART 9

                                GENERAL MEETINGS

      9.1. Subject to any extensions of time permitted pursuant to the Company
Act, the first annual general meeting of the Company shall be held within
fifteen months from the date of incorporation and thereafter an annual general
meeting shall be held once in every calendar year at such time (not being more
than thirteen months after the holding of the last preceding annual general
meeting) and place as may be determined by the Directors.

      9.2. If the Company is, or becomes, a company which is not a reporting
company and all the members entitled to attend and vote at an annual general
meeting consent in writing to all the business which is required or desired to
be transacted at the meeting, the meeting need not be held.

      9.3. All general meetings other than annual general meetings are herein
referred to as and may be called extraordinary general meetings.

      9.4. The Directors may, whenever they think fit, convene an extraordinary
general meeting. An extraordinary general meeting, if requisitioned in
accordance with the Company Act, shall be convened by the Directors or, if not
convened by the Directors, may be convened by the requisitionists as provided in
the Company Act.

                             WORRALL SCOTT AND PAGE                           10
<PAGE>

      9.5. If the Company is or becomes a reporting company, advance notice of
any general meeting at which Directors are to be elected shall be published in
the manner required by the Company Act.

      9.6. A notice convening a general meeting specifying the place, the day,
and the hour of the meeting, and, in case of special business, the general
nature of that business, shall be given as provided in the Company Act and in
the manner hereinafter in these Articles mentioned, or in such other manner (if
any) as may be prescribed by ordinary resolution, whether previous notice
thereof has been given or not, to such persons as are entitled by law or under
these Articles to receive such notice from the Company. Accidental omission to
give notice of a meeting to, or the non-receipt of notice of a meeting, by any
member shall not invalidate the proceedings at that meeting.

      9.7. All the members of the Company entitled to attend and vote at a
general meeting may, by unanimous consent in writing given before, during or
after the meeting, or if they are present at the meeting by a unanimous vote,
waive or reduce the period of notice of such meeting and an entry in the minute
book of such waiver or reduction shall be sufficient evidence of the due
convening of the meeting.

      9.8. Except as otherwise provided by the Company Act, where any special
business at a general meeting includes considering, approving, ratifying,
adopting or authorizing any document or the execution thereof or the giving of
effect thereto, the notice convening the meeting shall, with respect to such
document, be sufficient if it states that a copy of the document or proposed
document is or will be available for inspection by members at the registered
office or records office of the Company or at some other place in British
Columbia designated in the notice during usual business hours up to the date of
such general meeting.

                                     PART 10

                        PROCEEDINGS AT GENERAL MEETINGS

      10.1. All business shall be deemed special business which is transacted at

      (i)   an extraordinary general meeting other than the conduct of and
            voting at, such meeting; and

      (ii)  an annual general meeting, with the exception of the conduct of, and
            voting at, such meeting, the consideration of the financial
            statement and of the respective reports of the Directors and
            Auditor, fixing or changing the number of directors, approval of a
            motion to elect two or more directors by a single resolution, the
            election of Directors, the appointment of the Auditor, the fixing of
            the remuneration of the Auditor and such other business as by these
            Articles of the Company Act may be transacted at a general meeting
            without prior notice thereof being given to the members or any
            business which is brought under consideration by the report of the
            Directors.

      10.2. No business, other than election of the chairman or the adjournment
of the meeting, shall be transacted at any general meeting unless a quorum of
members, entitled to attend and vote, is present at the commencement of the
meeting, but the quorum need not be present throughout the meeting.

      10.3. Save as herein otherwise provided, a quorum shall be two members or
proxyholders representing two members, or one member and a proxyholder
representing another member. The Directors, the Secretary or, in his absence, an
Assistant Secretary, and the solicitor of the Company shall be entitled to
attend at any general meeting but no such person shall be counted in the quorum
or be entitled to vote at any general meeting unless he shall be a member or
proxyholder entitled to vote thereat.

      10.4. If within half an hour from the time appointed for a general meeting
a quorum is not present, the meeting, if convened upon the requisition of
members, shall be dissolved. In any other case it shall stand adjourned to the
same day in the next week, at the same time and place, and, if at the adjourned
meeting a quorum is not present within half an hour from the time appointed for
the meeting, the person or persons present and being, or representing by proxy,
a member or members entitled to attend and vote at the meeting shall be a
quorum.

                             WORRALL SCOTT AND PAGE                           11
<PAGE>

      10.5. The Chairman of the Board, if any, or in his absence the President
of the Company or in his absence a Vice-President of the Company, if any, shall
be entitled to preside as chairman at every general meeting of the Company.

      10.6. If at any general meeting neither the Chairman of the Board nor
President nor a Vice-President is present within fifteen minutes after the time
appointed for holding the meeting or is willing to act as chairman, the
Directors present shall choose some one of their number to be chairman or if all
the Directors present decline to take the chair or shall fail to so choose or if
no Director be present, the members present shall choose some other person in
attendance, who need not be a member, to be chairman.

      10.7. The chairman may and shall, if so directed by the meeting, adjourn
the meeting from time to time and from place to place, but no business shall be
transacted at any adjourned meeting other than the business left unfinished at
the meeting from which the adjournment took place. When a meeting is adjourned
for thirty days or more, notice, but not advance notice, of the adjourned
meeting shall be given as in the case of an original meeting. Save as aforesaid,
it shall not be necessary to give any notice of an adjourned meeting or of the
business to be transacted at an adjourned meeting.

      10.8. No motion proposed at a general meeting need be seconded and the
chairman may propose or second a motion.

      10.9. Subject to the provisions of the Company Act, at any general meeting
a resolution put to the vote of the meeting shall be decided on a show of hands,
unless (before or on the declaration of the result of the show of hands) a poll
is directed by the chairman or demanded by at least one member entitled to vote
who is present in person or by proxy. The chairman shall declare to the meeting
the decision on every question in accordance with the result of the show of
hands or the poll, and such decision shall be entered in the book of proceedings
of the Company. A declaration by the chairman that a resolution has been
carried, or carried unanimously, or by a particular majority, or lost or not
carried by a particular majority and an entry to that effect in the book of the
proceedings of the Company shall be conclusive evidence of the fact, without
proof of the number or proportion of the votes recorded in favour of, or
against, that resolution.

      10.10. In the case of an equality of votes, whether on a show of hands or
on a poll, the chairman of the meeting at which the show of hands takes place or
at which the poll is demanded shall be entitled to a casting vote in addition to
the vote or votes to which he may be entitled as a member or proxyholder and
this provision shall apply notwithstanding the Chairman is interested in the
subject matter of the resolution.

      10.11. No poll may be demanded on the election of a chairman. A poll
demanded on a question of adjournment shall be taken forthwith. A poll demanded
on any other question shall be taken as soon as, in the opinion of the chairman,
is reasonably convenient, but in no event later than seven days after the
meeting and at such time and place and in such manner as the chairman of the
meeting directs. The result of the poll shall be deemed to be the resolution of
and passed at the meeting upon which the poll was demanded. Any business other
than that upon which the poll has been demanded may be proceeded with pending
the taking of the poll. A demand for a poll may be withdrawn. In any dispute as
to the admission or rejection of a vote the decision of the chairman made in
good faith shall be final and conclusive.

      10.12. Every ballot cast upon a poll and every proxy appointing a
proxyholder who casts a ballot upon a poll shall be retained by the Secretary
for such period and be subject to such inspection as the Company Act may
provide.

      10.13. On a poll a person entitled to cast more than one vote need not, if
he votes, use all his votes or cast all the votes he uses in the same way.

      10.14. Unless the Company Act, the Memorandum or these Articles otherwise
provide, any action to be taken by a resolution of the members may be taken by
an ordinary resolution.

                             WORRALL SCOTT AND PAGE                           12
<PAGE>

                                     PART 11

                                VOTES OF MEMBERS

      11.1. Subject to any special voting rights or restrictions attached to any
class of shares and the restrictions on joint registered holders of shares, on a
show of hands every member who is present in person and entitled to vote thereat
shall have one vote and on a poll every member shall have one vote for each
share of which he is the registered holder and may exercise such vote either in
person or by proxy- holder.

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

      11.3. Any  corporation  not  being a  subsidiary  which is a member of the
Company may by  resolution of its directors or other  governing  body  authorize
such person as it thinks fit to act as its representative at any general meeting
or class  meeting.  The person so  authorized  shall be  entitled to exercise in
respect  of and at such  meeting  the same  powers on behalf of the  corporation
which he represents as that corporation  could exercise if it were an individual
member of the Company personally present,  including,  without  limitation,  the
right,  unless  restricted  by such  resolution,  to  appoint a  proxyholder  to
represent  such  corporation,  and shall be counted for the purpose of forming a
quorum if  present  at the  meeting.  Evidence  of the  appointment  of any such
representative may be sent to the Company by written instrument, telegram, telex
or any method of transmitting  legibly recorded  messages.  Notwithstanding  the
foregoing, a corporation being a member may appoint a proxyholder.

      11.4. In the case of joint registered holders of a share the vote of the
senior who exercises a vote, whether in person or by proxyholder, shall be
accepted to the exclusion of the votes of the other joint registered holders;
and for this purpose seniority shall be determined by the order in which the
names stand in the register of members. Several legal personal representatives
of a deceased member whose shares are registered in his sole name shall for the
purpose of this Article be deemed joint registered holders.

      11.5. A member of unsound mind entitled to attend and vote, in respect of
whom an order has been made by any court having jurisdiction, may vote, whether
on a show of hands or on a poll, by his committee, curator bonis, or other
person in the nature of a committee or curator bonis appointed by that court,
and any such committee, curator bonis, or other person may appoint a
proxyholder.

      11.6. A member holding more than one share in respect of which he is
entitled to vote shall be entitled to appoint one or more (but not more than
five) proxyholders to attend, act and vote for him on the same occasion. If such
member should appoint more than one proxyholder for the same occasion he shall
specify the number of shares each proxyholder shall be entitled to vote. A
member may also appoint one or more alternate proxyholders to act in the place
and stead of an absent proxyholder.

      11.7. A form of proxy shall be in writing under the hand of the appointor
or of his attorney duly authorized in writing, or, if the appointor is a
corporation, either under the seal of the corporation or under the hand of a
duly authorized officer or attorney. A proxyholder need not be a member of the
Company.

      11.8. A form of proxy and the power of attorney or other authority, if
any, under which it is signed or a notarially certified copy thereof shall be
deposited at the registered office of the Company or at such other place as is
specified for that purpose in the notice convening the meeting, not less than 48
hours (excluding Saturdays, Sundays and holidays) before the time for holding
the meeting or such other time and place as is specified in the notice calling
the meeting. In addition to any other method of depositing proxies provided for
in these Articles, the Directors may from time to time by resolution make
regulations relating to the depositing of proxies at any place or places and
fixing the time or times for depositing the proxies not exceeding 48 hours
(excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned
meeting specified in the notice calling a meeting of members and providing for
particulars of

                             WORRALL SCOTT AND PAGE                           13

<PAGE>

such proxies to be sent to the Company or any agent of the Company in writing or
by letter, telegram, telex or any method of transmitting legibly recorded
messages so as to arrive before the commencement of the meeting or adjourned
meeting at the office of the Company or of any agent of the Company appointed
for the purpose of receiving such particulars and providing that proxies so
deposited as required by this Part and votes given in accordance with such
regulations shall be valid and shall be counted.

      11.9. A vote given in accordance with the terms of a proxy is valid
notwithstanding the previous death or incapacity of the member giving the proxy
or the revocation of the proxy or of the authority under which the form of proxy
was executed or the transfer of the share in respect of which the proxy is
given, provided that no notification in writing of such death, incapacity,
revocation or transfer shall have been received at the registered office of the
Company or by the chairman of the meeting or adjourned meeting for which the
proxy was given before the vote is taken.

      11.10. Every proxy may be revoked by an instrument in writing

      (i)   executed by the member giving the same or by his attorney authorized
            in writing or, where the member is a corporation, by a duly
            authorized officer or attorney of the corporation; and

      (ii)  delivered either at the registered office of the Company at any time
            up to and including the last business day preceding the day of the
            meeting, or any adjournment thereof at which the proxy is to be
            used, or to the chairman of the meeting on the day of the meeting or
            any adjournment thereof before any vote in respect of which the
            proxy is to be used shall have been taken.

or in any other manner provided by law.

                                     PART 12

                                    DIRECTORS

      12.1. The subscribers to the Memorandum of the Company are the first
Directors. The Directors to succeed the first Directors may be appointed in
writing by a majority of the subscribers to the Memorandum or at a meeting of
the subscribers, or if not so appointed, they shall be elected by the members
entitled to vote on the election of Directors and the number of Directors shall
be the same as the number of Directors so appointed or elected. The number of
directors, excluding additional Directors, may be fixed or changed from time to
time by ordinary resolution, whether previous notice thereof has been given or
not, but notwithstanding anything contained in these Articles the number of
Directors shall never be less than one or, if the Company is or becomes a
reporting company, less than three.

      12.2. The remuneration of the Directors as such may from time to time be
determined by the Directors or, if the Directors shall so decide, by the
members. Such remuneration may be in addition to any salary or other
remuneration paid to any officer or employee of the Company as such who is also
a Director. The Directors shall be repaid such reasonable travelling, hotel and
other expenses as they incur in and about the business of the Company and if any
Director shall perform any professional or other services for the Company that
in the opinion of the Directors are outside the ordinary duties of a Director or
shall otherwise be specially occupied in or about the Company's business, he may
be paid a remuneration to be fixed by the Board, or, at the option of such
Director, by the Company in general meeting, and such remuneration may be either
in addition to, or in substitution for any other remuneration that he may be
entitled to receive. The Directors on behalf of the Company, unless otherwise
determined by ordinary resolution, 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 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.

      12.3. A Director shall not be required to hold a share in the capital of
the Company as qualification for his office but shall be qualified as required
by the Company Act, to become or act as a Director.

                           WORRALL SCOTT AND PAGE                             14

<PAGE>

                                     PART 13

                        ELECTION AND REMOVAL OF DIRECTORS

      13.1. At each annual general meeting of the Company all the Directors
shall retire and the members shall elect a Board of Directors consisting of the
number of Directors for the time being fixed pursuant to these Articles. If the
Company is, or becomes, a company that is not a reporting company and the
business to be transacted at any annual general meeting is consented to in
writing by all the members who are entitled to attend and vote thereat such
annual general meeting shall be deemed for the purpose of this Part to have been
held on such written consent becoming effective.

      13.2. A retiring Director shall be eligible for re-election.

      13.3. Where the Company fails to hold an annual general meeting in
accordance with the Company Act, the Directors then in office shall be deemed
to have been elected or appointed as Directors on the last day on which the
annual general meeting could have been held pursuant to these Articles and they
may hold office until other Directors are appointed or elected or until the day
on which the next annual general meeting is held.

      13.4. If at any general meeting at which there should be an election of
Directors, the places of any of the retiring Directors are not filled by such
election, such of the retiring Directors who are not re-elected as may be
requested by the newly-elected Directors shall, if willing to do so, continue in
office to complete the number of Directors for the time being fixed pursuant to
these Articles until further new Directors are elected at a general meeting
convened for the 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 fixed pursuant to these Articles such number shall be fixed at the
number of Directors actually elected or continued in office.

      13.5. Any casual vacancy occurring in the Board of Directors may be filled
by the remaining Directors or Director.

      13.6. Between successive annual general meetings the Directors shall have
power to appoint one or more additional Directors but not more than one-third of
the number of Directors fixed pursuant to these Articles and in effect at the
last general meeting at which Directors were elected. Any Director so appointed
shall hold office only until the next following annual general meeting of the
Company, but shall be eligible for election at such meeting and so long as he is
an additional Director the number of Directors shall be increased accordingly.

      13.7. Any Director may by instrument in writing delivered to the Company
appoint any person to be his alternate to act in his place at meetings of the
Directors at which he is not present unless the Directors shall have reasonably
disapproved the appointment of such person as an alternate Director and shall
have given notice to that effect to the Director appointing the alternate
Director within a reasonable time after delivery of such instrument to the
Company. Every such alternate shall be entitled to notice of meetings of the
Directors and to attend and vote as a Director at a meeting at which the person
appointing him is not personally present, and, if he is a Director, to have a
separate vote on behalf of the Director he is representing in addition to his
own vote. A Director may at any time by instrument, telegram, telex or any
method of transmitting legibly recorded messages delivered to the Company revoke
the appointment of an alternate appointed by him. The remuneration payable to
such an alternate shall be payable out of the remuneration of the Director
appointing him.

      13.8. The office of Director shall be vacated if the Director:

      (i)   resigns his office by notice in writing delivered to the registered
            office of the Company; or

      (ii)  is convicted of an indictable offence and the other Directors shall
            have resolved to remove him; or

      (iii) ceases to be qualified to act as a Director pursuant to the Company
            Act.

                           WORRALL SCOTT AND PAGE                             15

<PAGE>

      13.9. The Company may by special resolution remove any Director before the
expiration of his period of office, and may by an ordinary resolution appoint
another person in his stead.

                                     PART 14

                         POWERS AND DUTIES OF DIRECTORS

      14.1. The Directors shall manage, or supervise the management of, the
affairs and business of the Company and shall have the authority to exercise all
such powers of the Company as are not, by the Company Act or by the Memorandum
or these Articles, required to be exercised by the Company in general meeting.

      14.2. The Directors may from time to time by power of attorney or other
instrument under the seal, 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 powers of the Directors relating to the constitution of the
Board and of any of its committees and the appointment or removal of officers
and the power to declare dividends) and for such period, with such remuneration
and subject to such conditions as the Directors may think fit, and any such
appointment may be made in favour of any of the Directors or any of the members
of the Company or in favour of any corporation, or of any of the members,
directors, nominees or managers of any corporation, firm or joint venture and
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.

                                     PART 15

                       DISCLOSURE OF INTEREST OF DIRECTORS

      15.1. A Director who is, in any way, directly or indirectly interested in
an existing or proposed contract or transaction with the Company or who holds
any office or possesses any property whereby, directly or indirectly, a duty or
interest might be created to conflict with his duty or interest as a Director
shall declare the nature and extent of his interest in such contract or
transaction or of the conflict or potential conflict with his duty and interest
as a Director, as the case may be, in accordance with the provisions of the
Company Act.

      15.2. A Director shall not vote in respect of any such contract or
transaction with the Company in which he is interested and if he shall do so his
vote shall not be counted, but he shall be counted in the quorum present at the
meeting at which such vote is taken. Subject to the provisions of the Company
Act, the foregoing prohibitions shall not apply to

      (i)   any such contract or transaction relating to a loan to the Company,
            which a Director or a specified corporation or a specified firm in
            which he has an interest has guaranteed or joined in guaranteeing
            the repayment of the loan or any part of the loan;

      (ii)  any contract or transaction made or to be made with, or for the
            benefit of a holding corporation or a subsidiary corporation of
            which a Director is a director;

      (iii) any contract by a Director to subscribe for or underwrite shares or
            debentures to be issued by the Company or a subsidiary of the
            Company, or any contract, arrangement or transaction in which a
            Director is, directly or indirectly, interested if all the other
            Directors are also, directly or indirectly interested in the
            contract, arrangement or transaction;

      (iv)  determining the remuneration of the Directors;

                           WORRALL SCOTT AND PAGE                             16

<PAGE>

      (v)   purchasing and maintaining insurance to cover Directors against
            liability incurred by them as Directors; or

      (vi)  the indemnification of any Director by the Company.

These exceptions may from time to time be suspended or amended to any extent
approved by the Company in general meeting and permitted by the Company Act,
either generally or in respect of any particular contract or transaction or for
any particular period.

      15.3. A Director may hold any office or place of profit with the Company
(other than the office of auditor of the Company) in conjunction with his office
of Director for such period and on such terms (as to remuneration or otherwise)
as the Directors may determine and no Director or intended Director shall be
disqualified by his office from contracting with the Company either with regard
to this tenure of any such other office or place of profit or as vendor,
purchaser or otherwise, and, subject to compliance with the provisions of the
Company Act, no contract or transaction entered into by or on behalf of the
Company in which a Director is in any way interested shall be liable to be
voided by reason thereof.

      15.4. Subject to compliance with the provisions of the Company Act, a
Director or his firm may act in a professional capacity for the Company (except
as auditor of the Company) and he or his firm shall be entitled to remuneration
for professional services as if he were not a Director.

      15.5. A Director may be or become a director or other officer or employee
of, or otherwise interested in, any corporation or firm in which the Company may
be interested as a shareholder or otherwise, and, subject to compliance with the
provisions of the Company Act, such Director shall not be accountable to the
Company for any remuneration or other benefits received by him as director,
officer or employee of, or from his interest in, such other corporation or firm,
unless the Company in general meeting otherwise directs.

                                     PART 16

                            PROCEEDINGS OF DIRECTORS

      16.1. The Chairman of the Board, if any, or in his absence, the President
shall preside as chairman at every meeting of the Directors, or if there is no
Chairman of the Board or neither the Chairman of the Board nor the President is
present within fifteen minutes of the time appointed for holding the meeting or
is willing to act as chairman, or, if the Chairman of the Board, if any, and the
President have advised the Secretary that they will not be present at the
meeting, the Directors present shall choose one of their number to be chairman
of the meeting.

      16.2. The Directors may meet together for the dispatch of business,
adjourn and otherwise regulate their meetings, as they think fit. Questions
arising at any meeting shall be decided by a majority of votes. In case of an
equality of votes the chairman shall not have a second or casting vote. Meetings
of the Board held at regular intervals may be held at such place, at such time
and upon such notice (if any) as the Board may by resolution from time to time
determine.

      16.3. A Director may participate in a meeting of the Board or of any
committee of the Directors by means of conference telephones or other
communications facilities by means of which all Directors participating in the
meeting can hear each other and provided that all such Directors agree to such
participation. A Director participating in a meeting in accordance with this
Article shall be deemed to be present at the meeting and to have so agreed and
shall be counted in the quorum therefor and be entitled to speak and vote
thereat.

      16.4. A Director may, and the Secretary or an Assistant Secretary upon
request of a Director shall, call a meeting of the Board at any time. Reasonable
notice of such meeting specifying the place, day and hour of such meeting shall
be given by mail, postage prepaid, addressed to each of the Directors and
alternate Directors at his address as it appears on the books of the Company or
by leaving it at his usual business or residential address or by telephone,
telegram, telex, or any method of transmitting legibly

                             WORRALL SCOTT AND PAGE                           17

<PAGE>

recorded messages. It shall not be necessary to give notice of a meeting of
Directors to any Director or alternate Director (i) who is at the time not in
the Province of British Columbia or (ii) if such meeting is to be held
immediately following a general meeting at which such Director shall have been
elected or is the meeting of Directors at which such Director is appointed.

      16.5. Any Director of the Company may file with the Secretary a document
executed by him waiving notice of any past, present or future meeting or
meetings of the Directors being, or required to have been, sent to him and may
at any time withdraw such waiver with respect to meetings held thereafter. After
filing such waiver with respect to future meetings and until such waiver is
withdrawn no notice need be given to such Director and, unless the Director
otherwise requires in writing to the Secretary, to his alternate Director of any
meeting of Directors and all meetings of the Directors so held shall be deemed
not to be improperly called or constituted by reason of notice not having been
given to such Director or alternate Director.

      16.6. The quorum necessary for the transaction of the business of the
Directors may be fixed by the Directors and if not so fixed shall be a majority
of the Directors or, if the number of Directors is fixed at one, shall be one
Director.

      16.7. The continuing Directors may act notwithstanding any vacancy in
their body, but, if and so long as their number is reduced below the number
fixed pursuant to these Articles as the necessary quorum of Directors, the
continuing Directors may act for the purpose of increasing the number of
Directors to that number, or of summoning a general meeting of the Company, but
for no other purpose.

      16.8. Subject to the provisions of the Company Act, all acts done by any
meeting of the Directors or of a committee of Directors, or by any person acting
as a Director, shall, notwithstanding that it be afterwards discovered that
there was some defect in the qualification, election or appointment of any such
Directors or of the members of such committee or person acting as aforesaid, or
that they or any of them were disqualified, be as valid as if every such person
had been duly elected or appointed and was qualified to be a Director.

      16.9. A resolution consented to in writing, whether by document, telegram,
telex or any method of transmitting legibly recorded messages or other means, by
all of the Directors or their alternates shall be as valid and effectual as if
it had been passed at a meeting of the Directors duly called and held. Such
resolution may be in two or more counterparts which together shall be deemed to
constitute one resolution in writing. Such resolution shall be filed with the
minutes of the proceedings of the Directors and shall be effective on the date
stated thereon or on the latest date stated on any counterpart.

                                     PART 17

                         EXECUTIVE AND OTHER COMMITTEES

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

                           WORRALL SCOTT AND PAGE                             18

<PAGE>

      17.2. The Directors may by resolution appoint one or more committees
consisting of such member or members of their body as they think fit and may
delegate to any such committee between meetings of the Board such powers of the
Board (except the power to fill vacancies in the Board and the power to change
the membership of or fill vacancies in any committee of the Board and the power
to appoint or remove officers appointed by the Board) subject to such conditions
as may be prescribed in such resolution, and all committees so appointed shall
keep regular minutes of their transactions and shall cause them to be recorded
in books kept for that purpose, and shall report the same to the Board of
Directors at such times as the Board of Directors may from time to time require.
The Directors shall also have power at any time to revoke or override any
authority given to or acts to be done by any such committees except as to acts
done before such revocation or overriding and to terminate the appointment or
change the membership of a committee and to fill vacancies in it. Committees
may make rules for the conduct of their business and may appoint such assistants
as they may deem necessary. A majority of the members of a committee shall
constitute a quorum thereof.

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

                                     PART 18

                                    OFFICERS

      18.1. The Directors shall, from time to time, appoint a President and a
Secretary and such other officers, if any, as the Directors shall determine and
the Directors may, at any time, terminate any such appointment. No officer shall
be appointed unless he is qualified in accordance with the provisions of the
Company Act.

      18.2. One person may hold more than one of such offices except that the
offices of President and Secretary must be held by different persons unless the
Company has only one member. Any person appointed as the Chairman of the Board,
the President or the Managing Director shall be a Director. The other officers
need not be Directors. The remuneration of the officers of the Company as such
and their terms and conditions of their tenure of office or employment shall
from time to time be determined by the Directors; such remuneration may be by
way of salary, fees, wages, commission or participation in profits or any other
means or all of these modes and an officer may in addition to such remuneration
be entitled to receive after he ceases to hold such office or leaves the
employment of the Company a pension or gratuity. The Directors may decide what
functions and duties each officer shall perform and may entrust to and confer
upon him any of the powers exercisable by them upon such terms and conditions
and with such restrictions as they think fit and may from time to time revoke,
withdraw, alter or vary all or any of such functions, duties and powers. The
Secretary shall, inter alia, perform the functions of the Secretary specified in
the Company Act.

      18.3. Every officer of the Company who holds any office or possesses any
property whereby, whether directly or indirectly, duties or interests might be
created in conflict with his duties or interests as an officer of the Company
shall, in writing, disclose to the President the fact and the nature, character
and extent of the conflict.

                            WORRALL SCOTT AND PAGE                            19

<PAGE>

                                     PART 19

          INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS AND EMPLOYEES

      19.1. Subject to the provisions of the Company Act, the Directors shall
cause the Company to indemnify a Director or former Director of the Company and
the Directors may cause the Company to indemnify a director or former director
of a corporation of which the Company is or was a shareholder and the heirs and
personal representatives of any such person against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment,
actually and reasonably incurred by him or them including an amount paid to
settle an action or satisfy a judgment in a civil, criminal or administrative
action or proceeding to which he is or they are made a party by reason of his
being or having been a Director of the Company or a director of such
corporation, including any action brought by the Company or any such
corporation. Each Director of the Company on being elected or appointed shall be
deemed to have contracted with the Company on the terms of the foregoing
indemnity.

      19.2. Subject to the provisions of the Company Act, the Directors may
cause the Company to indemnify any officer, employee or agent of the Company or
of a corporation of which the Company is or was a shareholder (notwithstanding
that he is also a Director) and his heirs and personal representatives against
all costs, charges and expenses whatsoever incurred by him or them and resulting
from his acting as an officer, employee or agent of the Company or such
corporation. In addition, the Company shall indemnify the Secretary or an
Assistant Secretary of the Company (if he shall not be a full time employee of
the Company and notwithstanding that he is also a Director) and his respective
heirs and legal representatives against all costs, charges and expenses
whatsoever incurred by him or them and arising out of the functions assigned to
the Secretary by the Company Act or these Articles and each such Secretary and
Assistant Secretary shall on being appointed be deemed to have contracted with
the Company on the terms of the foregoing indemnity.

      19.3. The failure of a Director or officer of the Company to comply with
the provisions of the Company Act or of the Memorandum or these Articles shall
not invalidate any indemnity to which he is entitled under this Part.

      19.4. The Directors may cause the Company to purchase and maintain
insurance for the benefit of any person who is or was serving as a Director,
officer, employee or agent of the Company or as a director, officer, employee or
agent or any corporation of which the Company is or was a shareholder and his
heirs or personal representatives against any liability incurred by him as such
Director, director, officer, employee or agent.

                                     PART 20

                              DIVIDENDS AND RESERVE

      20.1. The Directors may from time to time declare and authorize payment of
such dividends, if any, as they may deem advisable and need not give notice of
such declaration to any member. No dividend shall be paid otherwise than out of
funds and/or assets properly available for the payment of dividends and a
declaration by the Directors as to the amount of such funds or assets available
for dividends shall be conclusive. The Company may pay any such dividend wholly
or in part by the distribution of specific assets and in particular by paid up
shares, bonds, debentures or other securities of the Company or any other
corporation or in any one or more such ways as may be authorized by the Company
or the Directors and where any difficulty arises with regard to such a
distribution the Directors may settle the same as they think expedient, and in
particular may fix the value for distribution of such specific assets or any
part thereof, and may determine that cash payments in substitution for all or
any part of the specific assets to which any members are entitled shall be made
to any members on the basis of the

                           WORRALL SCOTT AND PAGE                             20

<PAGE>

value so fixed in order to adjust the rights of all parties and may vest any
such specific assets in trustees for the persons entitled to the dividend as may
seem expedient to the Directors.

      20.2. Any dividend declared on shares of any class by the Directors may be
made payable on such date as is fixed by the Directors.

      20.3. Subject to the rights of members (if any) holding shares with
special rights as to dividends, all dividends on shares of any class shall be
declared and paid according to the number of such shares held.

      20.4. The Directors may, before declaring any dividend, set aside out of
the funds properly available for the payment of dividends such sums as they
think proper as a reserve or reserves, which shall, at the discretion of the
Directors, be applicable for meeting contingencies, or for equalizing dividends,
or for any other purpose to which such funds of the Company may be properly
applied, and pending such application may, at the like discretion, either be
employed in the business of the Company or be invested in such investments as
the Directors may from time to time think fit. The Directors may also, without
placing the same in reserve, carry forward such funds, which they think prudent
not to divide.

      20.5. If several persons are registered as joint holders of any share, any
one of them may give an effective receipt for any dividend, bonuses or other
moneys payable in respect of the share.

      20.6. No dividend shall bear interest against the Company. Where the
dividend to which a member is entitled includes a fraction of a cent, such
fraction shall be disregarded in making payment thereof and such payment shall
be deemed to be payment in full.

      20.7. Any dividend, bonuses or other moneys payable in cash in respect of
shares may be paid by cheque or warrant sent through the post directed to the
registered address of the holder, or in the case of joint holders, to the
registered address of that one of the joint holders who is first named on the
register, or to such person and to such address as the holder or joint holders
may direct in writing. Every such cheque or warrant shall be made payable to the
order of the person to whom it is sent. The mailing of such cheque or warrant
shall, to the extent of the sum represented thereby (plus the amount of any tax
required by law to be deducted) discharge all liability for the dividend, unless
such cheque or warrant shall not be paid on presentation or the amount of tax so
deducted shall not be paid to the appropriate taxing authority.

      20.8. Notwithstanding anything contained in these Articles the Directors
may from time to time capitalize any undistributed surplus on hand of the
Company and may from time to time issue as fully paid and non-assessable any
unissued shares, or any bonds, debentures or debt obligations of the Company as
a dividend representing such undistributed surplus on hand or any part thereof.

                                     PART 21

                         DOCUMENTS, RECORDS AND REPORTS

      21.1. The Company shall keep at its records office or at such other place
as the Company Act may permit, the documents, copies, registers, minutes, and
records which the Company is required by the Company Act to keep at its records
office or such other place, as the case may be.

      21.2. The Company shall cause to be kept proper books of account and
accounting records in respect of all financial and other transactions of the
Company in order properly to record the financial affairs and condition of the
Company and to comply with the Company Act.

      21.3. Unless the Directors determine otherwise, or unless otherwise
determined by an ordinary resolution, no member of the Company shall be entitled
to inspect the accounting records of the Company.

      21.4. The Directors shall from time to time at the expense of the Company
cause to be prepared and laid before the Company in general meeting such
financial statements and reports as are required by the Company Act.

                           WORRALL SCOTT AND PAGE                             21

<PAGE>

      21.5. Every member shall be entitled to be furnished once gratis on demand
with a copy of the latest annual financial statement of the Company and, if so
required by the Company Act, a copy of each such annual financial statement and
interim financial statement shall be mailed to each member.

                                     PART 22

                                     NOTICES

      22.1. A notice, statement or report may be given or delivered by the
Company to any member either by delivery to him personally or by sending it by
mail to him to his address as recorded in the register of members. Where a
notice, statement or report is sent by mail, service or delivery of the notice,
statement or report shall be deemed to be effected by properly addressing,
prepaying and mailing the notice, statement or report and to have been given on
the day, Saturdays, Sundays and holidays excepted, following the date of
mailing. A certificate signed by the Secretary or other officer of the Company
or of any other corporation acting in that behalf for the Company that the
letter, envelope or wrapper containing the notice, statement or report was so
addressed, prepaid and mailed shall be conclusive evidence thereof.

      22.2. A notice, statement or report may be given or delivered by the
Company to the joint holders of a share by giving the notice to the joint holder
first named in the register of members in respect of the share.

      22.3. A notice, statement or report may be given or delivered by the
Company to the persons entitled to a share in consequence of the death,
bankruptcy or incapacity of a member by sending it through the mail prepaid
addressed to them by name or by the title of representatives of the deceased or
incapacitated person or trustee of the bankrupt, or by any like description, at
the address (if any) supplied to the Company for the purpose by the persons
claiming to be so entitled, or (until such address has been so supplied) by
giving the notice in manner in which the same might have been given if the
death, bankruptcy or incapacity had not occurred.

      22.4. Notice of every general meeting or meeting of members holding a
class of shares shall be given in a manner hereinbefore authorized to every
member holding at the time of the issue of the notice or the date fixed for
determining the members entitled to such notice, whichever is the earlier,
shares which confer the right to notice of and to attend and vote at any such
meeting. No other person except the auditor of the Company and the Directors of
the Company shall be entitled to receive notices of any such meeting.

                                     PART 23

                                  RECORD DATES

      23.1. The Directors may fix in advance a date, which shall not be more
than the maximum number of days permitted by the Company Act preceding the date
of any meeting of members or any class thereof or of the payment of any dividend
or of the proposed taking of any other proper action requiring the determination
of members as the record date for the determination of the members entitled to
notice of, or to attend and vote at, any such meeting and any adjournment
thereof, or entitled to receive payment of any such dividend or for any other
proper purpose and, in such case, notwithstanding anything elsewhere contained
in these Articles, only members of record on the date so fixed shall be deemed
to be members for the purposes aforesaid.

      23.2. Where no record date is so fixed for the determination of members as
provided in the preceding Article the date on which the notice is mailed or on
which the resolution declaring the dividend is adopted, as the case may be,
shall be the record date for such determination.

                             WORRALL SCOTT AND PAGE                           22

<PAGE>

                                     PART 24

                                      SEAL

      24.1. The Directors may provide a seal for the Company and, if they do so,
shall provide for the safe custody of the seal which shall not be affixed to any
instrument except in the presence of the following persons, namely,

      (i)   any two Directors, or

      (ii)  one of the Chairman of the Board, the President, the Managing
            Director, a Director and a Vice-President together with one of the
            Secretary, the Treasurer, the Secretary-Treasurer, an Assistant
            Secretary, an Assistant Treasurer and an Assistant Secretary-
            Treasurer, or

      (iii) if the Company shall have only one member, the President or the
            Secretary, or

      (iv)  such person or persons as the Directors may from time to time by
            resolution appoint

and the said Directors, officers, person or persons in whose presence the seal
is so affixed to an instrument shall sign such instrument. For the purpose of
certifying under seal true copies of any document or resolution the seal may be
affixed in the presence of any one of the foregoing persons.

      24.2. To enable the seal of the Company to be affixed to any bonds,
debentures, share certificates, 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 Company Act
and/or these Articles, printed or otherwise mechanically reproduced there may be
delivered to the firm or company employed to engrave, lithograph or print such
definitive or interim bonds, debentures, share certificates or other securities
one or more unmounted dies reproducing the Company's seal and the Chairman of
the Board, the President, the Managing Director or a Vice-President and the
Secretary, Treasurer, Secretary-Treasurer, an Assistant Secretary, an Assistant
Treasurer or an Assistant Secretary-Treasurer may by a document authorize such
firm or company to cause the Company's seal to be affixed to such definitive or
interim bonds, debentures, share certificates or other securities by the use of
such dies. Bonds, debentures, share certificates or other securities to which
the Company's seal has been so affixed shall for all purposes be deemed to be
under and to bear the Company's seal lawfully affixed thereto.

      24.3. The Company may have for use in any other province, state, territory
or country an official seal which shall have on its face the name of the
province, state, territory or country where it is to be used and all of the
powers conferred by the Company Act with respect thereto may be exercised by the
Directors or by a duly authorized agent of the Company.

                                     PART 25

                     MECHANICAL REPRODUCTIONS OF SIGNATURES

      25.1. The signature of any officer, Director, registrar, branch registrar,
transfer agent or branch transfer agent of the Company, unless otherwise
required by the Company Act or by these Articles, may, if authorized by the
Directors, be printed, lithographed, engraved or otherwise mechanically
reproduced upon all instruments executed or issued by the Company or any officer
thereof; and any instrument on which the signature of any such person is so
reproduced shall be deemed to have been manually signed by such person whose
signature is so reproduced and shall be as valid to all intents and purposes as
if such instrument had been signed manually, and notwithstanding that the person
whose signature is so reproduced may have ceased to hold the office that he is
stated on such instrument to hold at the date of the delivery or issue of such
instrument.

      25.2. The term "instrument" as used in Article 25.1. shall include deeds,
mortgages, hypothecs, charges, conveyances, transfers and assignments of
property, real or personal, agreements, releases, receipts and discharges for
the payment of money or other obligations, shares and share warrants of the
Company, bonds, debentures and other debt obligations of the Company, and all
paper writings.

                           WORRALL SCOTT AND PAGE                             23

<PAGE>

                                     PART 26

                                  PROHIBITIONS

      26.1. If the Company is, or becomes, a company which is not a reporting
company, (i) the number of members for the time being of the Company, exclusive
of persons who are for the time being in the employment of the Company and
continue to be members after the termination of such employment, shall not
exceed 50, and (ii) no securities issued by the Company shall be offered for
sale to the public nor shall the public be invited to subscribe therefore.

      26.2 If the Company is, or becomes a company which is not a reporting
company, or a reporting company but does not have any of its securities listed
for trading on any stock exchange wheresoever situate, or a reporting company
and has not with respect to any of its securities filed a prospectus with the
Superintendent of Brokers or any similar securities regulatory body and obtained
a receipt therefore, then no shares shall be transferred without the previous
consent of the Directors expressed by a resolution of the Board and the
Directors shall not be required to give any reason for refusing to any such
proposed transfer.

                                     PART 27

                                PREFERENCE SHARES

      27.1 The Preference Shares without par value may be issued from time to
time in one (1) or more series and shall as a class have attached thereto the
following preferences, rights, conditions, restrictions, limitations and
prohibitions;

      (i)   Each series of Preference Shares shall consist of such number of
            Preference Shares as may, before the issue thereof, be determined by
            the Directors of the Company.

      (ii)  The Directors may, by resolution ("Directors' Resolution") duly
            passed before the issuance of Preference Shares of any series alter
            the Memorandum to fix the number of Preference Shares in, and
            determine the designation of the Preference Shares of, each series
            and alter the Memorandum or Articles to create, define and attach
            special rights or restrictions to the Preference Shares of each
            series, subject to the special rights or restrictions attached to
            all Preference Shares and subject to the provisions of the Company
            Act.

      (iii) The Preference Shares of any series may have attached thereto such
            special rights or restrictions as may be determined by Directors'
            Resolution with respect to each series including (as examples only),
            without in any way limiting the generality of the foregoing, special
            rights or restrictions concerning (i) the rate or amount of
            dividends, whether cumulative or non-cumulative, the currency or
            currencies of payment, the date or dates and place or places of
            payment and the date or dates from which such dividends are to
            accrue, (ii) the right to receive notice of or to attend or to vote
            at any meeting of members of the Company, (iii) the right to convert
            or exchange Preference Shares into Common Shares or other shares,
            bonds, debentures, securities, or otherwise, (iv) the right of the
            Company to redeem or to purchase Preference Shares, (v) obligations
            with respect to sinking funds or funds for purchase or redemption of
            Preference Shares, rights of retraction or share purchase plans,
            (vi) restrictions upon the

                             WORRALL SCOTT AND PAGE                           24

<PAGE>

            payment of dividends on, or retirement of, any other shares of the
            Company or of any subsidiary of the Company, (vii) restrictions upon
            the redemption or purchase of any other shares of the Company or of
            any subsidiary of the Company, (viii) the exercise by the Company of
            any election open to it to make any payments of corporation, income
            or other taxes, (ix) the subdivision, consolidation or
            reclassification of any shares of the Company, (x) restrictions upon
            borrowing by the Company or by any subsidiary of the Company or the
            issue by the Company of any Preference Shares in addition to the
            Preference Shares of any series at any time outstanding, (xi)
            restrictions upon the reduction of capital by the Company or by any
            subsidiary of the Company, (xii) restrictions upon the retirement of
            notes, bonds or debentures or other indebtedness of the Company or
            of any subsidiary of the Company, (xiii) limitations or restrictions
            upon or regulations concerning the conduct of the business of the
            Company or the investment of its funds, (xiv) the holding of
            meetings of the holders of the Preference Shares of any series, (xv)
            restrictions upon the creation or issuance of any other shares or
            securities of the Company, and (xvi) the right of holders of the
            Preference Shares to convert or exchange the shares of any class of
            the Company into or for any other securities of the Company or into
            or for shares or securities of any other company.

      (iv)  The holders of the Preference Shares shall not as such be entitled
            to vote at any meetings of shareholders of the Company but shall be
            entitled to notice of meetings of shareholders called for the
            purpose of authorizing the dissolution of the Company or the sale of
            its undertaking or a substantial part thereof or the creation of any
            class or classes of shares ranking in priority to the Preference
            Shares.

      (v)   (a)   In the event of any distribution of assets or property of the
                  Company among its shareholders, as such, other than by way of
                  dividend or by way of redemption or purchase from cancellation
                  of Preference Shares of the Company whenever created, but
                  including, without limitation, any distribution of assets or
                  property of the Company resulting from any repayment of
                  capital to shareholders upon a decrease in issued capital of
                  the Company (except as aforesaid) or upon the winding up or
                  other liquidation or dissolution of the Company or rateably
                  among its shareholders as a condition precedent to the
                  liquidation or dissolution, no assets or property of the
                  Company shall be distributed to the holders of the Company
                  ranking junior to the Preference Shares until there has been
                  paid to the holders of the Preference Shares an amount equal
                  to the redemption price of such Preference Shares plus a sum
                  equal to all unpaid dividends accrued thereon to the date of
                  distribution (which for such purpose shall be calculated as if
                  the dividends on the Preference Shares were accruing for the
                  period from the expiration of the last quarterly dividend
                  period for which dividends have been paid in full up to such
                  date of distribution): for all purposes of these provisions
                  the redemption price of the Preference Shares shall mean the
                  amount paid up thereon plus the premium, if any, payable on
                  redemption of Preference Shares, and shares of the Company
                  ranking junior to the Preference Shares shall mean all shares
                  of any class of shares (including Common Shares of the
                  Company) ranking junior to the Preference Shares as to
                  dividends and distribution of assets and property of the
                  Company;

                           WORRALL SCOTT AND PAGE                             25

<PAGE>

            (b)   If upon any distribution of the assets and property of the
                  Company among its shareholders, as such, the assets and
                  property of the Company are insufficient to permit payment in
                  full to the holders of Preference Shares of the sum
                  distributable to them as aforesaid then the entire assets and
                  property of the Company shall be distributed rateably among
                  the holders of the Preference Shares then outstanding
                  according to their respective rights; and

            (c)   After payment in full to the holders of Preference Shares of
                  the sums distributable to them as aforesaid they shall not
                  have the right to receive anything further in the distribution
                  of assets and property of the Company and the remaining assets
                  and property of the Company shall be distributed to the
                  holders of shares of the Company ranking junior to the
                  Preference Shares according to their respective rights.

      (vi)  No dividends shall at any time be declared or paid on or set apart
            for any shares of the Company ranking junior to the Preference
            Shares (including, without limitation, the Common Shares) nor shall
            the Company redeem or purchase for cancellation any Preference
            Shares less than the total number of Preference Shares then
            outstanding or any shares of the Company ranking junior to the
            Preference Shares unless all accrued dividends on the Preference
            Shares then outstanding have been declared and paid or provided for,
            to and including the last dividend payable on the Preference Shares
            immediately prior to the date of Declaration or payment or setting
            apart for payment of dividends or redemption or purchase for
            cancellation, as the case may be.

      (vii) Subject to the provisions hereof and, in particular, the provisions
            of clause (vi) hereof, the Company may at any time or from time to
            time, purchase Preference Shares for cancellation:

            (a)   on the open market;

            (b)   with the consent of the holders of the Preference Shares; or

            (c)   pursuant to tenders received by the Company upon request for
                  tenders addressed to all of the holders of the Preference
                  Shares, the whole or any part of the Preference Shares at the
                  lowest price which, in the opinion of the Directors, such
                  shares are obtainable. If any such purchase for cancellation
                  is made by tender the Company shall afford to every holder of
                  Preference Shares the opportunity of tendering such shares for
                  purchase for cancellation as aforesaid; the Company shall
                  accept only the lowest tenders; if two or more shareholders
                  submit tenders at the same price which the Company is prepared
                  to accept, but which in number are in excess of the number of
                  shares which the Company is prepared to purchase for
                  cancellation, then the shares to be purchased shall be
                  selected by the Company on a pro rata basis (disregarding
                  fractions) according to the number of shares offered in such
                  tender.

                             WORRALL SCOTT AND PAGE                           26

<PAGE>

      (viii)(a)   Any amendment to the Articles of the Company to delete or vary
                  any preference, right, condition, restriction, limitation or
                  prohibition attaching to the Preference Shares or to create
                  any special shares ranking in priority to or on a parity with
                  the Preference Shares, in addition to the authorization by a
                  Special Resolution, shall be authorized by at least
                  three-quarters (3/4) of the votes cast at a meeting of the
                  holders of Preference Shares duly called for that purpose.

            (b)   The formalities to be observed in respect of the giving of
                  notice of any meeting of the holders of Preference Shares
                  (including any meeting of the holders of any series of
                  Preference Shares) and the conduct of any such meeting shall
                  be those from time to time prescribed in the Articles of the
                  Company in respect of meetings of shareholders, and upon every
                  poll taken at any such meeting (or adjourned meeting) each
                  holder of Preference Shares (or any series of Preference
                  Shares, as the case may be) shall be entitled to one (1) vote
                  in respect of each Preference Share held by him; provided
                  that:

                  1. No such meeting shall be held upon less than twenty-one
                  (21) days' written notice thereof.

                  2. If at any such meeting the holders of less than fifty
                  percent (50%) of the outstanding Preference Shares, as the
                  case may be, are present or represented by proxy within half
                  an hour after the time fixed for such meeting, then the
                  meeting shall be adjourned to such date (being not more than
                  twenty-one (21) days later) and to such time and place as may
                  be fixed and announced by the Chairman of the meeting and at
                  least ten (10) days' written notice shall be given to such
                  adjourned meeting (which notice may but need not specify the
                  purpose for which the meeting was originally called); at such
                  adjourned meeting the holders of the Preference Shares (or
                  series of Preference Shares, as the case may be) present or
                  represented by proxy may transact the business for which the
                  meeting was originally called.

      (ix)  The Common Shares shall be subject to the foregoing preferences,
            rights, conditions, restrictions, limitations and prohibitions
            attaching to the Preference Shares and shall be subject to such
            further and additional preferences, rights, conditions,
            restrictions, limitations and prohibitions, as may be determined by
            the Directors of the Company for each series of Preference Shares
            prior to the issue thereof.

                             WORRALL SCOTT AND PAGE                           27


<PAGE>

      Full Name(s), Resident Address(es) and Occupation(s) of Subscriber(s)

            Signature: /s/ Elizabeth A. Watkins
                       ------------------------

            Name: ELIZABETH A. WATKINS

            Resident Address: 103 - 1470 Pennyfarthing Drive

                              Vancouver, B. C.

            Occupation : Barrister and Solicitor



            Signature:___________________________________________________

            Name:________________________________________________________

            Resident Address:____________________________________________

            _____________________________________________________________

            Occupation:__________________________________________________


      DATED the 24th day of July  ,1986.

                             WORRALL SCOTT AND PAGE