<PAGE>

                                                                    EXHIBIT 3.23




                                   MEMORANDUM

                                       AND

                             ARTICLES OF ASSOCIATION

                                       OF

                              DOMINO'S PIZZA NS CO.

















                        STEWART MCKELVEY STIRLING SCALES


                             BARRISTERS & SOLICITORS


                              HALIFAX, NOVA SCOTIA
<PAGE>

                            MEMORANDUM OF ASSOCIATION

                                       OF

                              DOMINO'S PIZZA NS CO.

1.       The name of the Company is DOMINO'S PIZZA NS CO..

2.       There are no restrictions on the objects and powers of the Company and
         the Company shall expressly have the following powers:

         (1)  to sell or dispose of its undertaking, or a substantial part
              thereof;

         (2)  to distribute any of its property in specie among its members; and

         (3)  to amalgamate with any company or other body of persons.

3.       The liability of the members is unlimited.

         I, the undersigned, whose name, address and occupation are subscribed,
am desirous of being formed into a company in pursuance of this Memorandum of
Association, and I agree to take the number and kind of shares in the capital
stock of the Company written below my name.



                      ----------------------------------------------------
                      Name of Subscriber: Charles S. Reagh
                      800-1959 Upper Water Street, Halifax, NS  B3J 2X2
                      Occupation:  Solicitor
         Number of shares subscribed:  One Common share

TOTAL SHARES TAKEN:  one common share
Dated this 18th day of November, 1999.

Witness to above signature:
                            -------------------------------------------------
                            Name of Witness:  Leanne M. Thomas
                            800-1959 Upper Water Street, Halifax, NS  B3J 2X2
                            Occupation:  Legal Assistant
<PAGE>

                             ARTICLES OF ASSOCIATION
                                       OF
                              DOMINO'S PIZZA NS CO.

                                 INTERPRETATION

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

         (1)  "Act" means the Companies Act (Nova Scotia);

         (2)  "Articles" means these Articles of Association of the Company and
              all amendments hereto;

         (3)  "Company" means the company named above;

         (4)  "director" means a director of the Company;

         (5)  "Memorandum" means the Memorandum of Association of the Company
              and all amendments thereto;

         (6)  "month" means calendar month;

         (7)  "Office" means the registered office of the Company;

         (8)  "person" includes a body corporate;

         (9)  "proxyholder" includes an alternate proxyholder;

         (10) "Register" means the register of members kept pursuant to the Act,
              and where the context permits includes a branch register of
              members;

         (11) "Registrar" means the Registrar as defined in the Act;

         (12) "Secretary" includes any person appointed to perform the duties of
              the Secretary temporarily;

         (13) "shareholder" means member as that term is used in the Act in
              connection with an unlimited company having share capital and as
              that term is used in the Memorandum;
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                                      -1-

         (14) "special resolution" has the meaning assigned by the Act;

         (15) "in writing" and "written" includes printing, lithography and
              other modes of representing or reproducing words in visible form;

         (16) words importing number or gender include all numbers and genders
              unless the context otherwise requires. 1. The regulations in Table
              A in the First Schedule to the Act shall not apply to the Company.

2.       The directors may enter into and carry into effect or adopt and carry
         into effect any agreement made by the promoters of the Company on
         behalf of the Company and may agree to any modification in the terms of
         any such agreement, either before or after its execution.

3.       The directors may, out of the funds of the Company, pay all expenses
         incurred for the incorporation and organization of the Company.

4.       The Company may commence business on the day following incorporation or
         so soon thereafter as the directors think fit, notwithstanding that
         part only of the shares has been allotted.

                                     SHARES

1.       The capital of the company shall consist of 1,000,000 common shares
         without nominal or par value, with the power to divide the shares in
         the capital for the time being into classes or series and to attach
         thereto respectively any preferred, deferred or qualified rights,
         privileges or conditions, including restrictions on voting rights and
         including redemption, purchase and other acquisition of such shares,
         subject, however, to the provisions of the Act.

2.       The directors shall control the shares and, subject to the provisions
         of these Articles, may allot or otherwise dispose of them to such
         person at such times, on such terms and conditions and, if the shares
         have a par value, either at a premium or at par, as they think fit.

3.       The directors may pay on behalf of the Company a reasonable commission
         to any person in consideration of subscribing or agreeing to subscribe
         (whether absolutely or conditionally) for any shares in the Company, or
         procuring or agreeing to procure subscriptions (whether absolute or
         conditional) for any shares in the Company. Subject to the Act, the
         commission may be paid or satisfied in shares of the Company.

4.       On the issue of shares the Company may arrange among the holders
         thereof differences in the calls to be paid and in the times for their
         payment.

5.       If the whole or part of the allotment price of any shares is, by the
         conditions of their
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                                      -2-


         allotment, payable in instalments, every such instalment shall, when
         due, be payable to the Company by the person who is at such time the
         registered holder of the shares.

6.       Shares may be registered in the names of joint holders not exceeding
         three in number.

7.       Joint holders of a share shall be jointly and severally liable for the
         payment of all instalments and calls due in respect of such share. On
         the death of one or more joint holders of shares the survivor or
         survivors of them shall alone be recognized by the Company as the
         registered holder or holders of the shares.

8.       Save as herein otherwise provided, the Company may treat the registered
         holder of any share as the absolute owner thereof and accordingly shall
         not, except as ordered by a court of competent jurisdiction or required
         by statute, be bound to recognize any equitable or other claim to or
         interest in such share on the part of any other person.

9.       The Company is a private company, and:

         (1)  no transfer of any share or prescribed security of the Company
              shall be effective unless or until approved by the directors;

         (2)  the number of holders of issued and outstanding prescribed
              securities or shares of the Company, exclusive of persons who are
              in the employment of the Company or in the employment of an
              affiliate of the Company and exclusive of persons who, having been
              formerly in the employment of the Company or the employment of an
              affiliate of the Company, were, while in that employment, and have
              continued after termination of that employment, to own at least
              one prescribed security or share of the Company, shall not exceed
              50 in number, two or more persons or companies who are the joint
              registered owners of one or more prescribed securities or shares
              being counted as one holder; and

         (3)  the Company shall not invite the public to subscribe for any of
              its securities.

         In this Article, "private company" and "securities" have the meanings
         ascribed to those terms in the Securities Act (Nova Scotia), and
         "prescribed security" means any of the securities prescribed by the
         Nova Scotia Securities Commission from time to time for the purpose of
         the definition of "private company" in the Securities Act (Nova
         Scotia).
<PAGE>

                                      -3-

                                  CERTIFICATES

1.       Certificates of title to shares shall comply with the Act and may
         otherwise be in such form as the directors may from time to time
         determine. Unless the directors otherwise determine, every certificate
         of title to shares shall be signed manually by at least one of the
         Chairman, President, Secretary, Treasurer, a vice-president, an
         assistant secretary, any other officer of the Company or any director
         of the Company or by or on behalf of a share registrar transfer agent
         or branch transfer agent appointed by the Company or by any other
         person whom the directors may designate. When signatures of more than
         one person appear on a certificate all but one may be printed or
         otherwise mechanically reproduced. All such certificates when signed as
         provided in this Article shall be valid and binding upon the Company.
         If a certificate contains a printed or mechanically reproduced
         signature of a person, the Company may issue the certificate,
         notwithstanding that the person has ceased to be a director or an
         officer of the Company and the certificate is as valid as if such
         person were a director or an officer at the date of its issue.

2.       Except as the directors may determine, each shareholder's shares may be
         evidenced by any number of certificates so long as the aggregate of the
         shares stipulated in such certificates equals the aggregate registered
         in the name of the shareholder.

3.       Where shares are registered in the names of two or more persons, the
         Company shall not be bound to issue more than one certificate or set of
         certificates, and such certificate or set of certificates shall be
         delivered to the person first named on the Register.

4.       Any certificate that has become worn, damaged or defaced may, upon its
         surrender to the directors, be cancelled and replaced by a new
         certificate. Any certificate that has become lost or destroyed may be
         replaced by a new certificate upon proof of such loss or destruction to
         the satisfaction of the directors and the furnishing to the Company of
         such undertakings of indemnity as the directors deem adequate.

5.       The sum of one dollar or such other sum as the directors from time to
         time determine shall be paid to the Company for every certificate other
         than the first certificate issued to any holder in respect of any share
         or shares.

6.       The directors may cause one or more branch Registers of shareholders to
         be kept in any place or places, whether inside or outside of Nova
         Scotia.

                                      CALLS

1.       The directors may make such calls upon the shareholders in respect of
         all amounts unpaid on the shares held by them respectively and not made
         payable at fixed times by the conditions on which such shares were
         allotted, and each shareholder shall pay the amount of every call
<PAGE>

                                      -4-


         so made to the person and at the times and places appointed by the
         directors. A call may be made payable by instalments.

2.       A call shall be deemed to have been made at the time when the
         resolution of the directors authorizing such call was passed.

3.       At least 14 days' notice of any call shall be given, and such notice
         shall specify the time and place at which and the person to whom such
         call shall be paid.

4.       If the sum payable in respect of any call or instalment is not paid on
         or before the day appointed for the payment thereof, the holder for the
         time being of the share in respect of which the call has been made or
         the instalment is due shall pay interest on such call or instalment at
         the rate of 9% per year or such other rate of interest as the directors
         may determine from the day appointed for the payment thereof up to the
         time of actual payment.

5.       At the trial or hearing of any action for the recovery of any amount
         due for any call, it shall be sufficient to prove that the name of the
         shareholder sued is entered on the Register as the holder or one of the
         holders of the share or shares in respect of which such debt accrued,
         that the resolution making the call is duly recorded in the minute book
         and that such notice of such call was duly given to the shareholder
         sued in pursuance of these Articles. It shall not be necessary to prove
         the appointment of the directors who made such call or any other
         matters whatsoever and the proof of the matters stipulated shall be
         conclusive evidence of the debt.

                              FORFEITURE OF SHARES

1.       If any shareholder fails to pay any call or instalment on or before the
         day appointed for payment, the directors may at any time thereafter
         while the call or instalment remains unpaid serve a notice on such
         shareholder requiring payment thereof together with any interest that
         may have accrued and all expenses that may have been incurred by the
         Company by reason of such non-payment.
2.       The notice shall name a day (not being less than 14 days after the date
         of the notice) and a place or places on and at which such call or
         instalment and such interest and expenses are to be paid. The notice
         shall also state that, in the event of non-payment on or before the day
         and at the place or one of the places so named, the shares in respect
         of which the call was made or instalment is payable will be liable to
         be forfeited.

3.       If the requirements of any such notice are not complied with, any
         shares in respect of which such notice has been given may at any time
         thereafter, before payment of all calls or instalments, interest and
         expenses due in respect thereof, be forfeited by a resolution of the
         directors to that effect. Such forfeiture shall include all dividends
         declared in respect of the
<PAGE>

                                      -5-


         forfeited shares and not actually paid before the forfeiture.

4.       When any share has been so forfeited, notice of the resolution shall be
         given to the shareholder in whose name it stood immediately prior to
         the forfeiture and an entry of the forfeiture shall be made in the
         Register.

5.       Any share so forfeited shall be deemed the property of the Company and
         the directors may sell, re-allot or otherwise dispose of it in such
         manner as they think fit.

6.       The directors may at any time before any share so forfeited has been
         sold, re-allotted or otherwise disposed of, annul the forfeiture
         thereof upon such conditions as they think fit.

7.       Any shareholder whose shares have been forfeited shall nevertheless be
         liable to pay and shall forthwith pay to the Company all calls,
         instalments, interest and expenses owing upon or in respect of such
         shares at the time of the forfeiture together with interest thereon at
         the rate of 9% per year or such other rate of interest as the directors
         may determine from the time of forfeiture until payment. The directors
         may enforce such payment if they think fit, but are under no obligation
         to do so.

8.       A certificate signed by the Secretary stating that a share has been
         duly forfeited on a specified date in pursuance of these Articles and
         the time when it was forfeited shall be conclusive evidence of the
         facts therein stated as against any person who would have been entitled
         to the share but for such forfeiture.

                                 LIEN ON SHARES

1.       The Company shall have a first and paramount lien upon all shares
         (other than fully paid-up shares) registered in the name of a
         shareholder (whether solely or jointly with others) and upon the
         proceeds from the sale thereof for debts, liabilities and other
         engagements of the shareholder, solely or jointly with any other
         person, to or with the Company, whether or not the period for the
         payment, fulfilment or discharge thereof has actually arrived, and such
         lien shall extend to all dividends declared in respect of such shares.
         Unless otherwise agreed, the registration of a transfer of shares shall
         operate as a waiver of any lien of the Company on such shares.

2.       For the purpose of enforcing such lien the directors may sell the
         shares subject to it in such manner as they think fit, but no sale
         shall be made until the period for the payment, fulfilment or discharge
         of such debts, liabilities or other engagements has arrived, and until
         notice in writing of the intention to sell has been given to such
         shareholder or the shareholder's executors or administrators and
         default has been made by them in such payment, fulfilment or discharge
         for seven days after such notice.
<PAGE>

                                      -6-


3.       The net proceeds of any such sale after the payment of all costs shall
         be applied in or towards the satisfaction of such debts, liabilities or
         engagements and the residue, if any, paid to such shareholder.

                                VALIDITY OF SALES

1.       Upon any sale after forfeiture or to enforce a lien in purported
         exercise of the powers given by these Articles the directors may cause
         the purchaser's name to be entered in the Register in respect of the
         shares sold, and the purchaser shall not be bound to see to the
         regularity of the proceedings or to the application of the purchase
         money, and after the purchaser's name has been entered in the Register
         in respect of such shares the validity of the sale shall not be
         impeached by any person and the remedy of any person aggrieved by the
         sale shall be in damages only and against the Company exclusively.

                               TRANSFER OF SHARES

1.       The instrument of transfer of any share in the Company shall be signed
         by the transferor. The transferor shall be deemed to remain the holder
         of such share until the name of the transferee is entered in the
         Register in respect thereof and shall be entitled to receive any
         dividend declared thereon before the registration of the transfer.

2.       The instrument of transfer of any share shall be in writing in the
         following form or to the following effect:

               For value received, _________ hereby sell, assign, and transfer
               unto ________ , ___________ shares in the capital of the Company
               represented by the within certificate, and do hereby irrevocably
               constitute and appoint ______________ attorney to transfer such
               shares on the books of the Company with full power of
               substitution in the premises.

               Dated the ____ day of _____________________ , ______

               Witness:

3.       The directors may, without assigning any reason therefor, decline to
         register any transfer of shares

         (1)  not fully paid-up or upon which the Company has a lien, or

         (2)  the transfer of which is restricted by any agreement to which the
              Company is a party.

4.       Every instrument of transfer shall be left for registration at the
         Office of the Company, or at any office of its transfer agent where a
         Register is maintained, together with the certificate of the shares to
         be transferred and such other evidence as the Company may require to
         prove title to or the right to transfer the shares.
<PAGE>

                                      -7-


5.       The directors may require that a fee determined by them be paid before
         or after registration of any transfer.

6.       Every instrument of transfer shall, after its registration, remain in
         the custody of the Company. Any instrument of transfer that the
         directors decline to register shall, except in case of fraud, be
         returned to the person who deposited it.

                             TRANSMISSION OF SHARES

1.       The executors or administrators of a deceased shareholder (not being
         one of several joint holders) shall be the only persons recognized by
         the Company as having any title to the shares registered in the name of
         such shareholder. When a share is registered in the names of two or
         more joint holders, the survivor or survivors or the executors or
         administrators of the deceased shareholder, shall be the only persons
         recognized by the Company as having any title to, or interest in, such
         share.

2.       Notwithstanding anything in these Articles, if the Company has only one
         shareholder (not being one of several joint holders) and that
         shareholder dies, the executors or administrators of the deceased
         shareholder shall be entitled to register themselves in the Register as
         the holders of the shares registered in the name of the deceased
         shareholder whereupon they shall have all the rights given by these
         Articles and by law to shareholders.

3.       Any person entitled to shares upon the death or bankruptcy of any
         shareholder or in any way other than by allotment or transfer, upon
         producing such evidence of entitlement as the directors require, may be
         registered as a shareholder in respect of such shares, or may, without
         being registered, transfer such shares subject to the provisions of
         these Articles respecting the transfer of shares. The directors shall
         have the same right to refuse registration as if the transferee were
         named in an ordinary transfer presented for registration.

                               SURRENDER OF SHARES

1.       The directors may accept the surrender of any share by way of
         compromise of any question as to the holder being properly registered
         in respect thereof. Any share so surrendered may be disposed of in the
         same manner as a forfeited share.
<PAGE>

                                      -8-


                        INCREASE AND REDUCTION OF CAPITAL

1.       Subject to the Act, the shareholders may by special resolution amend
         these Articles to increase or alter the share capital of the Company as
         they think expedient. Without prejudice to any special rights
         previously conferred on the holders of existing shares, any share may
         be issued with such preferred, deferred or other special rights, or
         with such restrictions, whether in regard to dividends, voting, return
         of share capital or otherwise, as the shareholders may from time to
         time determine by special resolution. Except as otherwise provided by
         the conditions of issue, or by these Articles, any capital raised by
         the creation of new shares shall be considered part of the original
         capital and shall be subject to the provisions herein contained with
         reference to payment of calls and instalments, transfer and
         transmission, forfeiture, lien and otherwise.

2.       The Company may, by special resolution where required, reduce its share
         capital in any way and with and subject to any incident authorized and
         consent required by law. Subject to the Act and any provisions attached
         to such shares, the Company may redeem, purchase or acquire any of its
         shares and the directors may determine the manner and the terms for
         redeeming, purchasing or acquiring such shares and may provide a
         sinking fund on such terms as they think fit for the redemption,
         purchase or acquisition of shares of any class or series.

                     MEETINGS AND VOTING BY CLASS OR SERIES

1.       Where the holders of shares of a class or series have, under the Act,
         the terms or conditions attaching to such shares or otherwise, the
         right to vote separately as a class in respect of any matter then,
         except as provided in the Act, these Articles or such terms or
         conditions, all the provisions in these Articles concerning general
         meetings (including, without limitation, provisions respecting notice,
         quorum and procedure) shall, mutatis mutandis, apply to every meeting
         of holders of such class or series of shares convened for the purpose
         of such vote.

2.       Unless the rights, privileges, terms or conditions attached to a class
         or series of shares provide otherwise, such class or series of shares
         shall not have the right to vote separately as a class or series upon
         an amendment to the Memorandum or Articles to:

         (1)  increase or decrease any maximum number of authorized shares of
              such class or series, or increase any maximum number of authorized
              shares of a class or series having rights or privileges equal or
              superior to the shares of such class or series;

         (2)  effect an exchange, reclassification or cancellation of all or
              part of the shares of such class or series; or

         (3)  create a new class or series of shares equal or superior to the
              shares of such class or series.
<PAGE>

                                      -9-


                                BORROWING POWERS

1.       The directors on behalf of the Company may:

         (1)  raise or borrow money for the purposes of the Company or any of
              them;

         (2)  secure, subject to the sanction of a special resolution where
              required by the Act, the repayment of funds so raised or borrowed
              in such manner and upon such terms and conditions in all respects
              as they think fit, and in particular by the execution and delivery
              of mortgages of the Company's real or personal property, or by the
              issue of bonds, debentures or other securities of the Company
              secured by mortgage or other charge upon all or any part of the
              property of the Company, both present and future including its
              uncalled capital for the time being;

         (3)  sign or endorse bills, notes, acceptances, cheques, contracts, and
              other evidence of or securities for funds borrowed or to be
              borrowed for the purposes aforesaid;

         (4)  pledge debentures as security for loans;

         (5)  guarantee obligations of any person.

2.       Bonds, debentures and other securities may be made assignable, free
         from any equities between the Company and the person to whom such
         securities were issued.

3.       Any bonds, debentures and other securities may be issued at a discount,
         premium or otherwise and with special privileges as to redemption,
         surrender, drawings, allotment of shares, attending and voting at
         general meetings of the Company, appointment of directors and other
         matters.

                                GENERAL MEETINGS

1.       Ordinary general meetings of the Company shall be held at least once in
         every calendar year at such time and place as may be determined by the
         directors and not later than 15 months after the preceding ordinary
         general meeting. All other meetings of the Company shall be called
         special general meetings. Ordinary or special general meetings may be
         held either within or without the Province of Nova Scotia.

2.       The President, a vice-president or the directors may at any time
         convene a special general meeting, and the directors, upon the
         requisition of shareholders in accordance with the Act shall forthwith
         proceed to convene such meeting or meetings to be held at such time and
         place or times and places as the directors determine.
<PAGE>

                                      -10-


3.       The requisition shall state the objects of the meeting requested, be
         signed by the requisitionists and deposited at the Office of the
         Company. It may consist of several documents in like form each signed
         by one or more of the requisitionists.

4.       At least seven clear days' notice, or such longer period of notice as
         may be required by the Act, of every general meeting, specifying the
         place, day and hour of the meeting and, when special business is to be
         considered, the general nature of such business, shall be given to the
         shareholders entitled to be present at such meeting by notice given as
         permitted by these Articles. With the consent in writing of all the
         shareholders entitled to vote at such meeting, a meeting may be
         convened by a shorter notice and in any manner they think fit, or
         notice of the time, place and purpose of the meeting may be waived by
         all of the shareholders.

5.       When it is proposed to pass a special resolution, the two meetings may
         be convened by the same notice, and it shall be no objection to such
         notice that it only convenes the second meeting contingently upon the
         resolution being passed by the requisite majority at the first meeting.

6.       The accidental omission to give notice to a shareholder, or non-receipt
         of notice by a shareholder, shall not invalidate any resolution passed
         at any general meeting.

                                  RECORD DATES

1.       (1) The directors may fix in advance a date as the record date for the
         determination of shareholders

                  (a)   entitled to receive payment of a dividend or entitled to
                        receive any distribution;

                  (b)   entitled to receive notice of a meeting; or

                  (c)   for any other purpose.

         (2) If no record date is fixed, the record date for the determination
         of shareholders

                  (a)   entitled to receive notice of a meeting shall be the day
                        immediately preceding the day on which the notice is
                        given, or, if no notice is given, the day on which the
                        meeting is held; and

                  (b)   for any other purpose shall be the day on which the
                        directors pass the resolution relating to the particular
                        purpose.
<PAGE>

                                      -11-


                         PROCEEDINGS AT GENERAL MEETINGS

2.       The business of an ordinary general meeting shall be to receive and
         consider the financial statements of the Company and the report of the
         directors and the report, if any, of the auditors, to elect directors
         in the place of those retiring and to transact any other business which
         under these Articles ought to be transacted at an ordinary general
         meeting.

3.       No business shall be transacted at any general meeting unless the
         requisite quorum is present at the commencement of the business. A
         corporate shareholder of the Company that has a duly authorized agent
         or representative present at any such meeting shall for the purpose of
         this Article be deemed to be personally present at such meeting.

4.       One person, being a shareholder, proxyholder or representative of a
         corporate shareholder, present and entitled to vote shall constitute a
         quorum for a general meeting, and may hold a meeting.

5.       The Chairman shall be entitled to take the chair at every general
         meeting or, if there be no Chairman, or if the Chairman is not present
         within fifteen 15 minutes after the time appointed for holding the
         meeting, the President or, failing the President, a vice-president
         shall be entitled to take the chair. If the Chairman, the President or
         a vice-president is not present within 15 minutes after the time
         appointed for holding the meeting or if all such persons present
         decline to take the chair, the shareholders present entitled to vote at
         the meeting shall choose another director as chairman and if no
         director is present or if all the directors present decline to take the
         chair, then such shareholders shall choose one of their number to be
         chairman.

6.       If within half an hour from the time appointed for a general meeting a
         quorum is not present, the meeting, if it was convened pursuant to a
         requisition of shareholders, shall be dissolved; if it was convened in
         any other way, it shall stand adjourned to the same day, in the next
         week, at the same time and place. If at the adjourned meeting a quorum
         is not present within half an hour from the time appointed for the
         meeting, the shareholders present shall be a quorum and may hold the
         meeting.

7.       Subject to the Act, at any general meeting a resolution put to the
         meeting shall be decided by a show of hands unless, either before or on
         the declaration of the result of the show of hands, a poll is demanded
         by the chairman, a shareholder or a proxyholder; and unless a poll is
         so demanded, a declaration by the chairman that the resolution has been
         carried, carried by a particular majority, lost or not carried by a
         particular majority and an entry to that effect in the Company's book
         of proceedings shall be conclusive evidence of the fact without proof
         of the number or proportion of the votes recorded in favour or against
         such resolution.
<PAGE>

                                      -12-


8.       When a poll is demanded, it shall be taken in such manner and at such
         time and place as the chairman directs, and either at once or after an
         interval or adjournment or otherwise. The result of the poll shall be
         the resolution of the meeting at which the poll was demanded. The
         demand of a poll may be withdrawn. When any dispute occurs over the
         admission or rejection of a vote, it shall be resolved by the chairman
         and such determination made in good faith shall be final and
         conclusive.

9.       The chairman shall not have a casting vote in addition to any vote or
         votes that the chairman has as a shareholder.

10.      The chairman of a general meeting may with the consent of 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 that was adjourned.

11.      Any poll demanded on the election of a chairman or on a question of
         adjournment shall be taken forthwith without adjournment.

12.      The demand of a poll shall not prevent the continuance of a meeting for
         the transaction of any business other than the question on which a poll
         has been demanded.

                              VOTES OF SHAREHOLDERS

1.       Subject to the Act and to any provisions attached to any class or
         series of shares concerning or restricting voting rights:

         (1)  on a show of hands every shareholder entitled to vote present in
              person, every duly authorized representative of a corporate
              shareholder, and, if not prevented from voting by the Act, every
              proxyholder, shall have one vote; and

         (2)  on a poll every shareholder present in person, every duly
              authorized representative of a corporate shareholder, and every
              proxyholder, shall have one vote for every share held;

         whether or not such representative or proxyholder is a shareholder.

2.       Any person entitled to transfer shares upon the death or bankruptcy of
         any shareholder or in any way other than by allotment or transfer may
         vote at any general meeting in respect thereof in the same manner as if
         such person were the registered holder of such shares so long as the
         directors are satisfied at least 48 hours before the time of holding
         the meeting of such person's right to transfer such shares.

3.       Where there are joint registered holders of any share, any of such
         holders may vote such
<PAGE>

         share at any meeting, either personally or by proxy, as if solely
         entitled to it. If more than one joint holder is present at any
         meeting, personally or by proxy, the one whose name stands first on the
         Register in respect of such share shall alone be entitled to vote it.
         Several executors or administrators of a deceased shareholder in whose
         name any share stands shall for the purpose of this Article be deemed
         joint holders thereof.

4.       Votes may be cast either personally or by proxy or, in the case of a
         corporate shareholder by a representative duly authorized under the
         Act.

5.       A proxy shall be in writing and executed in the manner provided in the
         Act. A proxy or other authority of a corporate shareholder does not
         require its seal.

6.       A shareholder of unsound mind in respect of whom an order has been made
         by any court of competent jurisdiction may vote by guardian or other
         person in the nature of a guardian appointed by that court, and any
         such guardian or other person may vote by proxy.

7.       A proxy and the power of attorney or other authority, if any, under
         which it is signed or a notarially certified copy of that power or
         authority shall be deposited at the Office of the Company or at such
         other place as the directors may direct. The directors may, by
         resolution, fix a time not exceeding 48 hours excluding Saturdays and
         holidays preceding any meeting or adjourned meeting before which time
         proxies to be used at that meeting must be deposited with the Company
         at its Office or with an agent of the Company. Notice of the
         requirement for depositing proxies shall be given in the notice calling
         the meeting. The chairman of the meeting shall determine all questions
         as to validity of proxies and other instruments of authority.

8.       A vote given in accordance with the terms of a proxy shall be valid
         notwithstanding the previous death of the principal, the revocation of
         the proxy, or the transfer of the share in respect of which the vote is
         given, provided no intimation in writing of the death, revocation or
         transfer is received at the Office of the Company before the meeting or
         by the chairman of the meeting before the vote is given.

9.       Every form of proxy shall comply with the Act and its regulations and
         subject thereto may be in the following form:

               I, __________ of _____________ being a shareholder of
               ____________ hereby appoint _____________ of
               ___________ (or failing him/her _____________ of
               _____________ ) as my proxyholder to attend and to vote
               for me and on my behalf at the ordinary/special general
               meeting of the Company, to be held on the _____ day of
               ______ and at any adjournment thereof, or at any
               meeting of the Company which may be held prior to
               [insert specified date or event]. [If the proxy is
               solicited by or behalf of the management of the
               Company, insert a statement to that effect.]

               Dated this ____ day of _____ ___.
<PAGE>

                                 -13-


                           Shareholder

10.      Subject to the Act, no shareholder shall be entitled to be present or
         to vote on any question, either personally or by proxy, at any general
         meeting or be reckoned in a quorum while any call is due and payable to
         the Company in respect of any of the shares of such shareholder.

11.      Any resolution passed by the directors, notice of which has been given
         to the shareholders in the manner in which notices are hereinafter
         directed to be given and which is, within one month after it has been
         passed, ratified and confirmed in writing by shareholders entitled on a
         poll to three-fifths of the votes, shall be as valid and effectual as a
         resolution of a general meeting. This Article shall not apply to a
         resolution for winding up the Company or to a resolution dealing with
         any matter that by statute or these Articles ought to be dealt with by
         a special resolution or other method prescribed by statute.

12.      A resolution, including a special resolution, in writing and signed by
         every shareholder who would be entitled to vote on the resolution at a
         meeting is as valid as if it were passed by such shareholders at a
         meeting and satisfies all of the requirements of the Act respecting
         meetings of shareholders.

                                    DIRECTORS

1.       Unless otherwise determined by resolution of shareholders, the number
         of directors shall not be less than one or more than ten.

2.       Notwithstanding anything herein contained the subscribers to the
         Memorandum shall be the first directors of the Company.

3.       The directors may be paid out of the funds of the Company as
         remuneration for their service such sums, if any, as the Company may by
         resolution of its shareholders determine, and such remuneration shall
         be divided among them in such proportions and manner as the directors
         determine. The directors may also be paid their reasonable travelling,
         hotel and other expenses incurred in attending meetings of directors
         and otherwise in the execution of their duties as directors.

4.       The continuing directors may act notwithstanding any vacancy in their
         body, but if their number falls below the minimum permitted, the
         directors shall not, except in emergencies or for the purpose of
         filling vacancies, act so long as their number is below the minimum.

5.       A director may, in conjunction with the office of director, and on such
         terms as to remuneration and otherwise as the directors arrange or
         determine, hold any other office or place of profit under the Company
         or under any company in which the Company is a
<PAGE>

                                      -14-


         shareholder or is otherwise interested.

6.       The office of a director shall ipso facto be vacated, if the director:

         (1)  becomes bankrupt or makes an assignment for the benefit of
              creditors;

         (2)  is, or is found by a court of competent jurisdiction to be, of
              unsound mind;

         (3)  by notice in writing to the Company, resigns the office of
              director; or

         (4)  is removed in the manner provided by these Articles.

7.       No director shall be disqualified by holding the office of director
         from contracting with the Company, either as vendor, purchaser, or
         otherwise, nor shall any such contract, or any contract or arrangement
         entered into or proposed to be entered into by or on behalf of the
         Company in which any director is in any way interested, either directly
         or indirectly, be avoided, nor shall any director so contracting or
         being so interested be liable to account to the Company for any profit
         realized by any such contract or arrangement by reason only of such
         director holding that office or of the fiduciary relations thereby
         established, provided the director makes a declaration or gives a
         general notice in accordance with the Act. No director shall, as a
         director, vote in respect of any contract or arrangement in which the
         director is so interested, and if the director does so vote, such vote
         shall not be counted. This prohibition may at any time or times be
         suspended or relaxed to any extent by a resolution of the shareholders
         and shall not apply to any contract by or on behalf of the Company to
         give to the directors or any of them any security for advances or by
         way of indemnity.

                              ELECTION OF DIRECTORS

1.       At the dissolution of every ordinary general meeting at which their
         successors are elected, all the directors shall retire from office and
         be succeeded by the directors elected at such meeting. Retiring
         directors shall be eligible for re-election.

2.       If at any ordinary general meeting at which an election of directors
         ought to take place no such election takes place, or if no ordinary
         general meeting is held in any year or period of years, the retiring
         directors shall continue in office until their successors are elected.

3.       The Company may by resolution of its shareholders elect any number of
         directors permitted by these Articles and may determine or alter their
         qualification.

4.       The Company may, by special resolution or in any other manner permitted
         by statute, remove any director before the expiration of such
         director's period of office and may, if desired, appoint a replacement
         to hold office during such time only as the director so removed would
         have held office.
<PAGE>

                                      -15-


5.       The directors may appoint any other person as a director so long as the
         total number of directors does not at any time exceed the maximum
         number permitted. No such appointment, except to fill a casual vacancy,
         shall be effective unless two-thirds of the directors concur in it. Any
         casual vacancy occurring among the directors may be filled by the
         directors, but any person so chosen shall retain office only so long as
         the vacating director would have retained it if the vacating director
         had continued as director.

                                MANAGING DIRECTOR

1.       The directors may appoint one or more of their body to be managing
         directors of the Company, either for a fixed term or otherwise , and
         may remove or dismiss them from office and appoint replacements.

2.       Subject to the provisions of any contract between a managing director
         and the Company, a managing director shall be subject to the same
         provisions as to resignation and removal as the other directors of the
         Company. A managing director who for any reason ceases to hold the
         office of director shall ipso facto immediately cease to be a managing
         director.

3.       The remuneration of a managing director shall from time to time be
         fixed by the directors and may be by way of any or all of salary,
         commission and participation in profits.

4.       The directors may from time to time entrust to and confer upon a
         managing director such of the powers exercisable under these Articles
         by the directors as they think fit, and may confer such powers for such
         time, and to be exercised for such objects and purposes and upon such
         terms and conditions, and with such restrictions as they think
         expedient; and they may confer such powers either collaterally with, or
         to the exclusion of, and in substitution for, all or any of the powers
         of the directors in that behalf; and may from time to time revoke,
         withdraw, alter or vary all or any of such powers.

                              CHAIRMAN OF THE BOARD

1.       The directors may elect one of their number to be Chairman and may
         determine the period during which the Chairman is to hold office. The
         Chairman shall perform such duties and receive such special
         remuneration as the directors may provide.
<PAGE>

                                      -16-


                          PRESIDENT AND VICE-PRESIDENTS

1.       The directors shall elect the President of the Company, who need not be
         a director, and may determine the period for which the President is to
         hold office. The President shall have general supervision of the
         business of the Company and shall perform such duties as may be
         assigned from time to time by the directors.

2.       The directors may also elect vice-presidents, who need not be
         directors, and may determine the periods for which they are to hold
         office. A vice-president shall, at the request of the President or the
         directors and subject to the directions of the directors, perform the
         duties of the President during the absence, illness or incapacity of
         the President, and shall also perform such duties as may be assigned by
         the President or the directors.

                             SECRETARY AND TREASURER

1.       The directors shall appoint a Secretary of the Company to keep minutes
         of shareholders' and directors' meetings and perform such other duties
         as may be assigned by the directors. The directors may also appoint a
         temporary substitute for the Secretary who shall, for the purposes of
         these Articles, be deemed to be the Secretary.

2.       The directors may appoint a treasurer of the Company to carry out such
         duties as the directors may assign.

                                    OFFICERS

1.       The directors may elect or appoint such other officers of the Company,
         having such powers and duties, as they think fit.

2.       If the directors so decide the same person may hold more than one of
         the offices provided for in these Articles.

                            PROCEEDINGS OF DIRECTORS

1.       The directors may meet together for the dispatch of business, adjourn
         and otherwise regulate their meetings and proceedings, as they think
         fit, and may determine the quorum necessary for the transaction of
         business. Until otherwise determined, one director shall constitute a
         quorum and may hold a meeting.

2.       If all directors of the Company entitled to attend a meeting either
         generally or specifically consent, a director may participate in a
         meeting of directors or of a committee of directors by means of such
         telephone or other communications facilities as permit all persons
         participating in the meeting to hear each other, and a director
         participating in such a meeting by such means is deemed to be present
         at that meeting for purposes of these Articles.
<PAGE>

                                      -17-


3.       Meetings of directors may be held either within or without the Province
         of Nova Scotia and the directors may from time to time make
         arrangements relating to the time and place of holding directors'
         meetings, the notices to be given for such meetings and what meetings
         may be held without notice. Unless otherwise provided by such
         arrangements:

         (1)  A meeting of directors may be held at the close of every ordinary
              general meeting of the Company without notice.

         (2)  Notice of every other directors' meeting may be given as permitted
              by these Articles to each director at least 48 hours before the
              time fixed for the meeting.

         (3)  A meeting of directors may be held without formal notice if all
              the directors are present or if those absent have signified their
              assent to such meeting or their consent to the business transacted
              at such meeting.

4.       The President or any director may at any time, and the Secretary, upon
         the request of the President or any director, shall summon a meeting of
         the directors to be held at the Office of the Company. The President,
         the Chairman or a majority of the directors may at any time, and the
         Secretary, upon the request of the President, the Chairman or a
         majority of the directors shall, summon a meeting to be held elsewhere.

5.       (1) Questions arising at any meeting of directors shall be decided by a
         majority of votes. The chairman of the meeting may vote as a director
         but shall not have a second or casting vote.

         (2)  At any meeting of directors the chairman shall receive and count
              the vote of any director not present in person at such meeting on
              any question or matter arising at such meeting whenever such
              absent director has indicated by telegram, letter or other writing
              lodged with the chairman of such meeting the manner in which the
              absent director desires to vote on such question or matter and
              such question or matter has been specifically mentioned in the
              notice calling the meeting as a question or matter to be discussed
              or decided thereat. In respect of any such question or matter so
              mentioned in such notice any director may give to any other
              director a proxy authorizing such other director to vote for such
              first named director at such meeting, and the chairman of such
              meeting, after such proxy has been so lodged, shall receive and
              count any vote given in pursuance thereof notwithstanding the
              absence of the director giving such proxy.

6.       If no Chairman is elected, or if at any meeting of directors the
         Chairman is not present within five minutes after the time appointed
         for holding the meeting, or declines to take the
<PAGE>

         chair, the President, if a director, shall preside. If the President is
         not a director, is not present at such time or declines to take the
         chair, a vice-president who is also a director shall preside. If no
         person described above is present at such time and willing to take the
         chair, the directors present shall choose some one of their number to
         be chairman of the meeting.

7.       A meeting of the directors at which a quorum is present shall be
         competent to exercise all or any of the authorities, powers and
         discretions for the time being vested in or exercisable by the
         directors generally.

8.       The directors may delegate any of their powers to committees consisting
         of such number of directors as they think fit. Any committee so formed
         shall in the exercise of the powers so delegated conform to any
         regulations that may be imposed on them by the directors.

9.       The meetings and proceedings of any committee of directors shall be
         governed by the provisions contained in these Articles for regulating
         the meetings and proceedings of the directors insofar as they are
         applicable and are not superseded by any regulations made by the
         directors.

10.      All acts done at any meeting of the directors or of a committee of
         directors or by any person acting as a director shall, notwithstanding
         that it is afterwards discovered that there was some defect in the
         appointment of the director or person so acting, or that they or any of
         them were disqualified, be as valid as if every such person had been
         duly appointed and was qualified to be a director.

11.      A resolution in writing and signed by every director who would be
         entitled to vote on the resolution at a meeting is as valid as if it
         were passed by such directors at a meeting.

12.      If any one or more of the directors is called upon to perform extra
         services or to make any special exertions in going or residing abroad
         or otherwise for any of the purposes of the Company or the business
         thereof, the Company may remunerate the director or directors so doing,
         either by a fixed sum or by a percentage of profits or otherwise. Such
         remuneration shall be determined by the directors and may be either in
         addition to or in substitution for remuneration otherwise authorized by
         these Articles.

                                    REGISTERS

1.       The directors shall cause to be kept at the Company's Office in
         accordance with the provisions of the Act a Register of the
         shareholders of the Company, a register of the holders of bonds,
         debentures and other securities of the Company and a register of its
         directors. Branch registers of the shareholders and of the holders of
         bonds, debentures and other securities may be kept elsewhere, either
         within or without the Province of Nova Scotia, in accordance with the
         Act.
<PAGE>

                                      -18-


                                     MINUTES

1.       The directors shall cause minutes to be entered in books designated for
         the purpose:

         (1)  of all appointments of officers;

         (2)  of the names of directors present at each meeting of directors and
              of any committees of directors;

         (3)  of all orders made by the directors and committees of directors;
              and

         (4)  of all resolutions and proceedings of meetings of shareholders and
              of directors.

         Any such minutes of any meeting of directors or of any committee of
         directors or of shareholders, if purporting to be signed by the
         chairman of such meeting or by the chairman of the next succeeding
         meeting, shall be receivable as prima facie evidence of the matters
         stated in such minutes.

                               POWERS OF DIRECTORS

1.       The management of the business of the Company is vested in the
         directors who, in addition to the powers and authorities by these
         Articles or otherwise expressly conferred upon them, may exercise all
         such powers and do all such acts and things as may be exercised or done
         by the Company and are not hereby or by statute expressly directed or
         required to be exercised or done by the shareholders, but subject
         nevertheless to the provisions of any statute, the Memorandum or these
         Articles. No modification of the Memorandum or these Articles shall
         invalidate any prior act of the directors that would have been valid if
         such modification had not been made.

2.       Without restricting the generality of the terms of any of these
         Articles and without prejudice to the powers conferred thereby, the
         directors may:

         (1)  take such steps as they think fit to carry out any agreement or
              contract made by or on behalf of the Company;

         (2)  pay costs, charges and expenses preliminary and incidental to the
              promotion, formation, establishment, and registration of the
              Company;

         (3)  purchase or otherwise acquire for the Company any property, rights
              or privileges that the Company is authorized to acquire, at such
              price and generally on such terms and conditions as they think
              fit;
<PAGE>

                                      -19-

         (4)  pay for any property, rights or privileges acquired by, or
              services rendered to the Company either wholly or partially in
              cash or in shares (fully paid-up or otherwise), bonds, debentures
              or other securities of the Company;

         (5)  subject to the Act, secure the fulfilment of any contracts or
              engagements entered into by the Company by mortgaging or charging
              all or any of the property of the Company and its unpaid capital
              for the time being, or in such other manner as they think fit;

         (6)  appoint, remove or suspend at their discretion such experts,
              managers, secretaries, treasurers, officers, clerks, agents and
              servants for permanent, temporary or special services, as they
              from time to time think fit, and determine their powers and duties
              and fix their salaries or emoluments and require security in such
              instances and to such amounts as they think fit;

         (7)  accept a surrender of shares from any shareholder insofar as the
              law permits and on such terms and conditions as may be agreed;

         (8)  appoint any person or persons to accept and hold in trust for the
              Company any property belonging to the Company, or in which it is
              interested, execute and do all such deeds and things as may be
              required in relation to such trust, and provide for the
              remuneration of such trustee or trustees;

         (9)  institute, conduct, defend, compound or abandon any legal
              proceedings by and against the Company, its directors or its
              officers or otherwise concerning the affairs of the Company, and
              also compound and allow time for payment or satisfaction of any
              debts due and of any claims or demands by or against the Company;

         (10) refer any claims or demands by or against the Company to
              arbitration and observe and perform the awards;

         (11) make and give receipts, releases and other discharges for amounts
              payable to the Company and for claims and demands of the Company;

         (12) determine who may exercise the borrowing powers of the Company and
              sign on the Company's behalf bonds, debentures or other
              securities, bills, notes, receipts, acceptances, assignments,
              transfers, hypothecations, pledges, endorsements, cheques, drafts,
              releases, contracts, agreements and all other instruments and
              documents;

         (13) provide for the management of the affairs of the Company abroad in
              such manner as they think fit, and in particular appoint any
              person to be the attorney or agent of the Company with such powers
              (including power to sub-delegate) and upon such terms
<PAGE>

                                      -20-


              as may be thought fit;

         (14) invest and deal with any funds of the Company in such securities
              and in such manner as they think fit; and vary or realize such
              investments;

         (15) subject to the Act, execute in the name and on behalf of the
              Company in favour of any director or other person who may incur or
              be about to incur any personal liability for the benefit of the
              Company such mortgages of the Company's property, present and
              future, as they think fit;

         (16) give any officer or employee of the Company a commission on the
              profits of any particular business or transaction or a share in
              the general profits of the Company;

         (17) set aside out of the profits of the Company before declaring any
              dividend such amounts as they think proper as a reserve fund to
              meet contingencies or provide for dividends, depreciation,
              repairing, improving and maintaining any of the property of the
              Company and such other purposes as the directors may in their
              absolute discretion think in the interests of the Company; and
              invest such amounts in such investments as they think fit, and
              deal with and vary such investments, and dispose of all or any
              part of them for the benefit of the Company, and divide the
              reserve fund into such special funds as they think fit, with full
              power to employ the assets constituting the reserve fund in the
              business of the Company without being bound to keep them separate
              from the other assets;

         (18) make, vary and repeal rules respecting the business of the
              Company, its officers and employees, the shareholders of the
              Company or any section or class of them;

         (19) enter into all such negotiations and contracts, rescind and vary
              all such contracts, and execute and do all such acts, deeds and
              things in the name and on behalf of the Company as they consider
              expedient for or in relation to any of the matters aforesaid or
              otherwise for the purposes of the Company;

         (20) provide for the management of the affairs of the Company in such
              manner as they think fit.

                                   SOLICITORS

1.       The Company may employ or retain solicitors any of whom may, at the
         request or on the instruction of the directors, the Chairman, the
         President or a managing director, attend meetings of the directors or
         shareholders, whether or not the solicitor is a shareholder or a
         director of the Company. A solicitor who is also a director may
         nevertheless charge for services rendered to the Company as a
         solicitor.
<PAGE>

                                      -21-


                                    THE SEAL

1.       The directors shall arrange for the safe custody of the common seal of
         the Company (the "Seal"). The Seal may be affixed to any instrument in
         the presence of and contemporaneously with the attesting signature of
         (i) any director or officer acting within such person's authority or
         (ii) any person under the authority of a resolution of the directors or
         a committee thereof. For the purpose of certifying documents or
         proceedings the Seal may be affixed by any director or the President, a
         vice-president, the Secretary, an assistant secretary or any other
         officer of the Company without the authorization of a resolution of the
         directors.

2.       The Company may have facsimiles of the Seal which may be used
         interchangeably with the Seal.

3.       The Company may have for use at any place outside the Province of Nova
         Scotia, as to all matters to which the corporate existence and capacity
         of the Company extends, an official seal that is a facsimile of the
         Seal of the Company with the addition on its face of the name of the
         place where it is to be used; and the Company may by writing under its
         Seal authorize any person to affix such official seal at such place to
         any document to which the Company is a party.

                                    DIVIDENDS

1.       The directors may from time to time declare such dividend as they deem
         proper upon shares of the Company according to the rights and
         restrictions attached to any class or series of shares, and may
         determine the date upon which such dividend will be payable and that it
         will be payable to the persons registered as the holders of the shares
         on which it is declared at the close of business upon a record date. No
         transfer of such shares registered after the record date shall pass any
         right to the dividend so declared.

2.       Dividends may be paid as permitted by law and, without limitation, may
         be paid out of the profits, retained earnings or contributed surplus of
         the Company. No interest shall be payable on any dividend except
         insofar as the rights attached to any class or series of shares provide
         otherwise.

3.       The declaration of the directors as to the amount of the profits,
         retained earnings or contributed surplus of the Company shall be
         conclusive.

4.       The directors may from time to time pay to the shareholders such
         interim dividends as in their judgment the position of the Company
         justifies.

5.       Subject to these Articles and the rights and restrictions attached to
         any class or series of
<PAGE>

                                      -22-


         shares, dividends may be declared and paid to the shareholders in
         proportion to the amount of capital paid-up on the shares (not
         including any capital paid-up bearing interest) held by them
         respectively.

6.       The directors may deduct from the dividends payable to any shareholder
         amounts due and payable by the shareholder to the Company on account of
         calls, instalments or otherwise, and may apply the same in or towards
         satisfaction of such amounts so due and payable.

7.       The directors may retain any dividends on which the Company has a lien,
         and may apply the same in or towards satisfaction of the debts,
         liabilities or engagements in respect of which the lien exists.

8.       The directors may retain the dividends payable upon shares to which a
         person is entitled or entitled to transfer upon the death or bankruptcy
         of a shareholder or in any way other than by allotment or transfer,
         until such person has become registered as the holder of such shares or
         has duly transferred such shares.

9.       When the directors declare a dividend on a class or series of shares
         and also make a call on such shares payable on or before the date on
         which the dividend is payable, the directors may retain all or part of
         the dividend and set off the amount retained against the call.

10.      The directors may declare that a dividend be paid by the distribution
         of cash, paid-up shares (at par or at a premium), debentures, bonds or
         other securities of the Company or of any other company or any other
         specific assets held or to be acquired by the Company or in any one or
         more of such ways.

11.      The directors may settle any difficulty that may arise in regard to the
         distribution of a dividend as they think expedient, and in particular
         without restricting the generality of the foregoing may issue
         fractional certificates, may fix the value for distribution of any
         specific assets, may determine that cash payments will be made to any
         shareholders upon the footing of the value so fixed or that fractions
         may be disregarded in order to adjust the rights of all parties, and
         may vest cash or specific assets in trustees upon such trusts for the
         persons entitled to the dividend as may seem expedient to the
         directors.

12.      Any person registered as a joint holder of any share may give effectual
         receipts for all dividends and payments on account of dividends in
         respect of such share.

13.      Unless otherwise determined by the directors, any dividend may be paid
         by a cheque or warrant delivered to or sent through the post to the
         registered address of the shareholder entitled, or, when there are
         joint holders, to the registered address of that one whose name stands
         first on the register for the shares jointly held. Every cheque or
         warrant so delivered or sent shall be made payable to the order of the
         person to whom it is delivered or sent. The
<PAGE>

                                      -23-


         mailing or other transmission to a shareholder at the shareholder's
         registered address (or, in the case of joint shareholders at the
         address of the holder whose name stands first on the register) of a
         cheque payable to the order of the person to whom it is addressed for
         the amount of any dividend payable in cash after the deduction of any
         tax which the Company has properly withheld, shall discharge the
         Company's liability for the dividend unless the cheque is not paid on
         due presentation. If any cheque for a dividend payable in cash is not
         received, the Company shall issue to the shareholder a replacement
         cheque for the same amount on such terms as to indemnity and evidence
         of non-receipt as the directors may impose. No shareholder may recover
         by action or other legal process against the Company any dividend
         represented by a cheque that has not been duly presented to a banker of
         the Company for payment or that otherwise remains unclaimed for 6 years
         from the date on which it was payable.

                                    ACCOUNTS

1.       The directors shall cause proper books of account to be kept of the
         amounts received and expended by the Company, the matters in respect of
         which such receipts and expenditures take place, all sales and
         purchases of goods by the Company, and the assets, credits and
         liabilities of the Company.

2.       The books of account shall be kept at the head office of the Company or
         at such other place or places as the directors may direct.

3.       The directors shall from time to time determine whether and to what
         extent and at what times and places and under what conditions the
         accounts and books of the Company or any of them shall be open to
         inspection of the shareholders, and no shareholder shall have any right
         to inspect any account or book or document of the Company except as
         conferred by statute or authorized by the directors or a resolution of
         the shareholders.

4.       At the ordinary general meeting in every year the directors shall lay
         before the Company such financial statements and reports in connection
         therewith as may be required by the Act or other applicable statute or
         regulation thereunder and shall distribute copies thereof at such times
         and to such persons as may be required by statute or regulation.
<PAGE>

                                      -24-


                               AUDITORS AND AUDIT

1.       Except in respect of a financial year for which the Company is exempt
         from audit requirements in the Act, the Company shall at each ordinary
         general meeting appoint an auditor or auditors to hold office until the
         next ordinary general meeting. If at any general meeting at which the
         appointment of an auditor or auditors is to take place and no such
         appointment takes place, or if no ordinary general meeting is held in
         any year or period of years, the directors shall appoint an auditor or
         auditors to hold office until the next ordinary general meeting.

2.       The first auditors of the Company may be appointed by the directors at
         any time before the first ordinary general meeting and the auditors so
         appointed shall hold office until such meeting unless previously
         removed by a resolution of the shareholders, in which event the
         shareholders may appoint auditors.

3.       The directors may fill any casual vacancy in the office of the auditor
         but while any such vacancy continues the surviving or continuing
         auditor or auditors, if any, may act.

4.       The Company may appoint as auditor any person, including a shareholder,
         not disqualified by statute.

5.       An auditor may be removed or replaced in the circumstances and in the
         manner specified in the Act.

6.       The remuneration of the auditors shall be fixed by the shareholders, or
         by the directors pursuant to authorization given by the shareholders,
         except that the remuneration of an auditor appointed to fill a casual
         vacancy may be fixed by the directors.

7.       The auditors shall conduct such audit as may be required by the Act and
         their report, if any, shall be dealt with by the Company as required by
         the Act.

                                     NOTICES

1.       A notice (including any communication or document) shall be
         sufficiently given, delivered or served by the Company upon a
         shareholder, director, officer or auditor by personal delivery at such
         person's registered address (or, in the case of a director, officer or
         auditor, last known address) or by prepaid mail, telegraph, telex,
         facsimile machine or other electronic means of communication addressed
         to such person at such address.

2.       Shareholders having no registered address shall not be entitled to
         receive notice.

3.       All notices with respect to registered shares to which persons are
         jointly entitled may be
<PAGE>

         sufficiently given to all joint holders thereof by notice given to
         whichever of such persons is named first in the Register for such
         shares.

4.       Any notice sent by mail shall be deemed to be given, delivered or
         served on the earlier of actual receipt and the third business day
         following that upon which it is mailed, and in proving such service it
         shall be sufficient to prove that the notice was properly addressed and
         mailed with the postage prepaid thereon. Any notice given by electronic
         means of communication shall be deemed to be given when entered into
         the appropriate transmitting device for transmission. A certificate in
         writing signed on behalf of the Company that the notice was so
         addressed and mailed or transmitted shall be conclusive evidence
         thereof.

5.       Every person who by operation of law, transfer or other means
         whatsoever becomes entitled to any share shall be bound by every notice
         in respect of such share that prior to such person's name and address
         being entered on the Register was duly served in the manner
         hereinbefore provided upon the person from whom such person derived
         title to such share.

6.       Any notice delivered, sent or transmitted to the registered address of
         any shareholder pursuant to these Articles, shall, notwithstanding that
         such shareholder is then deceased and that the Company has notice
         thereof, be deemed to have been served in respect of any registered
         shares, whether held by such deceased shareholder solely or jointly
         with other persons, until some other person is registered as the holder
         or joint holder thereof, and such service shall for all purposes of
         these Articles be deemed a sufficient service of such notice on the
         heirs, executors or administrators of the deceased shareholder and all
         joint holders of such shares.

7.       Any notice may bear the name or signature, manual or reproduced, of the
         person giving the notice written or printed.

8.       When a given number of days' notice or notice extending over any other
         period is required to be given, the day of service and the day upon
         which such notice expires shall not, unless it is otherwise provided,
         be counted in such number of days or other period.
<PAGE>

                                      -25-


                                    INDEMNITY

1.       Every director or officer, former director or officer, or person who
         acts or acted at the Company's request, as a director or officer of the
         Company, a body corporate, partnership or other association of which
         the Company is or was a shareholder, partner, member or creditor, and
         the heirs and legal representatives of such person, in the absence of
         any dishonesty on the part of such person, shall be indemnified by the
         Company against, and it shall be the duty of the directors out of the
         funds of the Company to pay, all costs, losses and expenses, including
         an amount paid to settle an action or claim or satisfy a judgment, that
         such director, officer or person may incur or become liable to pay in
         respect of any claim made against such person or civil, criminal or
         administrative action or proceeding to which such person is made a
         party by reason of being or having been a director or officer of the
         Company or such body corporate, partnership or other association,
         whether the Company is a claimant or party to such action or proceeding
         or otherwise; and the amount for which such indemnity is proved shall
         immediately attach as a lien on the property of the Company and have
         priority as against the shareholders over all other claims.

2.       No director or officer, former director or officer, or person who acts
         or acted at the Company's request, as a director or officer of the
         Company, a body corporate, partnership or other association of which
         the Company is or was a shareholder, partner, member or creditor, in
         the absence of any dishonesty on such person's part, shall be liable
         for the acts, receipts, neglects or defaults of any other director,
         officer or such person, or for joining in any receipt or other act for
         conformity, or for any loss, damage or expense happening to the Company
         through the insufficiency or deficiency of title to any property
         acquired for or on behalf of the Company, or through the insufficiency
         or deficiency of any security in or upon which any of the funds of the
         Company are invested, or for any loss or damage arising from the
         bankruptcy, insolvency or tortious acts of any person with whom any
         funds, securities or effects are deposited, or for any loss occasioned
         by error of judgment or oversight on the part of such person, or for
         any other loss, damage or misfortune whatsoever which happens in the
         execution of the duties of such person or in relation thereto.

                                    REMINDERS

1.       The directors shall comply with the following provisions of the Act or
         the Corporations Registration Act (Nova Scotia) where indicated:

         (1)  Keep a current register of shareholders (Section 42).

         (2)  Keep a current register of directors, officers and managers, send
              to the Registrar a copy thereof and notice of all changes therein
              (Section 98).

         (3)  Keep a current register of holders of bonds, debentures and other
              securities (Section 111 and Third Schedule).
<PAGE>

                                      -26-


         (4)  Call a general meeting every year within the proper time (Section
              83). Meetings must be held not later than 15 months after the
              preceding general meeting.

         (5)  Send to the Registrar copies of all special resolutions (Section
              88).

         (6)  Send to the Registrar notice of the address of the Company's
              Office and of all changes in such address (Section 79).

         (7)  Keep proper minutes of all shareholders' meetings and directors'
              meetings in the Company's minute book kept at the Company's Office
              (Sections 89 and 90).

         (8)  Obtain a certificate under the Corporations Registration Act (Nova
              Scotia) as soon as business is commenced.

         (9)  Send notice of recognized agent to the Registrar under the
              Corporations Registration Act (Nova Scotia).

NAME OF SUBSCRIBER




Dated at Halifax, Nova Scotia the 18th day of November, 1999.

Witness to above signature:



Halifax, Nova Scotia