YUKON
JUSTICE
                            BUSINESS CORPORATIONS ACT
                                  (Section 190)
                                                                       Form 3-01
                                                         ARTICLES OF CONTINUANCE
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1.   Name of Corporation:

     SENSE TECHNOLOGIES INC.

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2.   The classes and any maximum number of shares that the Corporation is
     authorized to issue:

     The Corporation is authorized to issue One Hundred Million (100,000,000)
     Common Shares and Twenty Million (20,000,000) Preference Shares.

     The rights, privileges, restrictions and conditions attached to the Common
     Shares and the Preference Shares are set out in Schedule 1 to these
     Articles.

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3.   Restrictions, if any, on share transfers:

     None

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4.   Number (or minimum or maximum number) of Directors:

     Minimum of 3, maximum of 6

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5.   Restrictions if any on businesses the Corporation may carry on:

     The Corporation is restricted from carrying on the business of a railway,
     steamship, air transport, canal, telegraph, telephone or irrigation
     company.

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6.   If change of name effected, previous name:

     Not Applicable

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7.   Details of incorporation:

     Incorporated pursuant to the laws of the Province of British Columbia on
     May 25, 1988, under the name Wizard Resources Ltd. Name changed to Graham
     Gold Mining Corporation on October 11, 1988, and to Sense Technologies Inc.
     on October 27, 1997.

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8.   Other provisions if any:

     The number of directors of the Corporation shall be determined from time to
     time as follows:

     a)   where directors are to be elected at a meeting of shareholders, the
          number shall be determined by resolution of the board of directors and
          set out in the notice calling the meeting of shareholders; and

     b)   where directors are to be elected by way of a written resolution of
          shareholders, the number shall be set out in the resolution;

     provided that the number of directors may not be less than the minimum
     number nor more than the maximum number of directors set out in the
     articles.

     The directors may, between annual general meetings, appoint one or more
     additional directors of the Corporation, to serve until the next annual
     general meeting, but the number of additional directors shall not at any
     time exceed one third of the number of directors who held office at the
     expiration of the last annual meeting of the Corporation.

     Meetings of shareholders may be held at any place within the Yukon
     Territory or outside the Yukon Territory in the Greater Vancouver Regional
     District, in the Province of British Columbia, or at such other place or
     places as the directors in their absolute discretion may determine from
     time to time.

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9.  Date                           Signature                      Title

   November 30, 2001          /s/ Cynthia L. Schroeder          Director
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                                                                    FILED
                                                                 DEC 14 2001
                                                                /s/ initials
                                                               DEPUTY REGISTRAR
                                                                OF CORPORATIONS

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                                    Schedule 1
                                    ----------
                          to Articles of Continuance

Common Shares
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1.     The Common Shares shall have attached thereto the following preferences,
rights, conditions, limitations and prohibitions:

       (a)   Each Common Share shall entitle the holder thereof to one vote in
             person or by proxy at all general meetings of the Corporation.

       (b)   The holders of the Common Shares shall be entitled, subject to the
             rights of the Preference Shares, to receive, if and when declared
             by the directors in their sole discretion, out of funds or assets
             properly applicable for the payment of dividends, dividends in such
             amounts as the directors in their sole discretion shall determine.

       (c)   The holders of the Common Shares shall be entitled on the
             liquidation, dissolution or winding-up of the Corporation, whether
             voluntary or involuntary, or other distribution of the assets of
             the Corporation among the shareholders (other than by way of
             dividend out of profits), after the prior payment to the holders of
             the Preference Shares of all monies to which the holders of such
             Preference shares are entitled, to distribution among the holders
             of the said Common Shares of the whole of the remaining assets of
             the Corporation.


Preference Shares
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2.     The Preference Shares may be issued from time to time in one or more
series and shall, as a class, have attached thereto the following preferences,
rights, conditions, restrictions, limitations and prohibitions:

       (a)   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 Corporation.

       (b)   The directors may, by resolution ("Directors' Resolution") duly
             passed before the issuance of Preference Shares of any series,
             alter the Articles to fix the number of Preference Shares in and
             determine the designation of the Preference Shares of each series
             and alter the 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 Business Corporations
             Act (Yukon).

       (c)   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 Corporation;

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             (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 Corporation 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 payment of dividends on or retirement
                     of any other shares of the Corporation;

             (vii)   restrictions upon the redemption or purchase of any other
                     shares of the Corporation;

             (viii)  the exercise by the Corporation of any election open to it
                     to make any payment of corporate, income or other taxes;

             (ix)    the subdivision, consolidation or reclassification of any
                     shares of the Corporation;

             (x)     restrictions upon borrowing by the Corporation or the issue
                     by the Corporation 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
                     Corporation;

             (xii)   restrictions upon the retirement of notes, bonds or
                     debentures or other indebtedness of the Corporation;

             (xiii)  limitations or restrictions upon regulations concerning the
                     conduct of the business of the Corporation;

             (xiv)   the holdings 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 Corporation; and

             (xvi)   the rights of holders of the Preference Shares to convert
                     or exchange the shares of any class of the Corporation into
                     or for any other securities of the Corporation or into or
                     for shares or securities of any other corporation.

       (d)   The holders of the Preference Shares shall not as such be entitled
             to vote at any meetings of shareholders of the Corporation but
             shall be entitled to notice of meetings of shareholders called for
             the purpose of authorizing the dissolution of the Corporation 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.

       (e)   In the event of any distribution of the assets or property of the
             Corporation among its shareholders as such other than by way of
             dividend or by way of redemption or purchase for cancellation of
             Preference Shares of the Corporation, whenever created, but
             including, without limitation, any distribution of capital to

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             shareholders upon a decrease in the capital of the Corporation
             (except as aforesaid) or upon the winding-up or other liquidation
             or dissolution of the Corporation or rateably among its
             shareholders as a condition precedent to the liquidation or
             dissolution, no assets or property of the Corporation shall be
             distributed to the holders of the Corporation 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 the shares of the Corporation ranking junior
             to the Preference Shares shall mean all shares of any class of
             shares (including Common Shares of the Corporation) ranking junior
             to the Preference Shares as to dividends and distribution of assets
             and property of the Corporation.

       (f)   If upon any distribution of the assets and property of the
             Corporation among its shareholders as such, the assets and property
             of the Corporation 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
             Corporation shall be distributed rateably among the holders of the
             Preference Shares then outstanding according to their respective
             rights.

       (g)   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 the assets
             and property of the corporation and the remaining assets and
             property of the Corporation shall be distributed to the holders of
             shares of the Corporation ranking junior to the Preference Shares
             according to their respective rights.

       (h)   No dividends shall at any time be declared or paid on or set apart
             for any shares of the Corporation ranking junior to the Preference
             Shares (including, without limitation, the Common Shares) nor shall
             the Corporation redeem or purchase for cancellation any Preference
             Shares less than the total number of Preference Shares then
             outstanding or any shares of the Corporation 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 payments or
             setting apart for payment or dividends or redemption or purchase
             for cancellation, as the case may be.

       (i)   Subject to the provisions hereof and, in particular, the provisions
             of clause (h) hereof, the Corporation may at any time and from time
             to time purchase Preference shares for cancellation:

             (i)     on the open market;

             (ii)    with the consent of the holders of Preference shares; or

             (iii)   pursuant to tenders received by the Corporation 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 Corporation shall
                     afford to every holder of Preference Shares, the
                     opportunity of tendering such shares for purchase for
                     cancellation as aforesaid; the Corporation shall accept
                     only the lowest tenders; if two or more shareholders submit
                     tenders at the same price which the Corporation is prepared

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                     to accept but which in number are in excess of the number
                     of shares which the Corporation is prepared to purchase for
                     cancellation, then the shares to be purchased shall be
                     selected by the Corporation on a pro rata basis
                     (disregarding fractions) according to the number of shares
                     offered in such tender.

       (j)   Any amendment to the Articles of the Corporation 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 two-thirds (2/3) of the
             votes cast at a meeting of the holders of Preference Shares duly
             called for that purpose.

       (k)   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 holders of any series of Preference shares) and the
             conduct of such meeting shall be those from time to time prescribed
             in the By-laws of the Corporation 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:

             (i)     no such meeting shall be held upon less than twenty-one
                     (21) days written notice thereof, and

             (ii)    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 of 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.

       (l)   The Preference shares shall be subject to the foregoing
             preferences, rights, conditions, restrictions, limitations and
             prohibitions attaching thereto 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 Corporation for each series of Preference Shares prior to
             the issue thereof.


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