---

Incorporation No.: C0845956


LINCOLN GOLD CORPORATION

(the Company)

ARTICLESINDEX

|1. | INTERPRETATION                        | 6                                                                            
|-- | ------------------------------------- | -----------------------------------------------------------------------------
|   | 1.1                                   | Definitions                                                                  
|   | 1.2                                   | Business
      Corporations Act and Interpretation Act Definitions Applicable
|2. | SHARES AND SHARE
      CERTIFICATES   | 7                                                                            
|   | 2.1                                   | Authorized
      Share Structure                                             
|   | 2.2                                   | Form of Share Certificate                                                    
|   | 2.3                                   | Shareholder
      Entitled to Certificate or Acknowledgment                  
|   | 2.4                                   | Delivery by Mail                                                             
|   | 2.5                                   | Replacement
      of Worn Out or Defaced Certificate or Acknowledgement      
|   | 2.6                                   | Replacement of Lost,
      Destroyed or Wrongfully Taken Certificate         
|   | 2.7                                   | Recovery of
      New Share Certificate                                      
|   | 2.8                                   | Splitting Share Certificates                                                 
|   | 2.9                                   | Certificate
      Fee                                                        
|   | 2.10                                  | Recognition of Trusts                                                        
|3. | ISSUE OF SHARES                       | 8                                                                            
|   | 3.1                                   | Directors Authorized                                                         
|   | 3.2                                   | Commissions
      and Discounts                                              
|   | 3.3                                   | Brokerage                                                                    
|   | 3.4                                   | Conditions of
      Issue                                                    
|   | 3.5                                   | Share Purchase Warrants and
      Rights                                     
|4. | SHARE REGISTERS                       | 9                                                                            
|   | 4.1                                   | Central Securities Register                                                  
|   | 4.2                                   | Closing
      Register                                                       
|5. | SHARE TRANSFERS                       | 10                                                                           
|   | 5.1                                   | Registering
      Transfers                                                  
|   | 5.2                                   | Form of Instrument of
      Transfer                                         
|   | 5.3                                   | Transferor
      Remains Shareholder                                         
|   | 5.4                                   | Signing of Instrument of
      Transfer                                      
|   | 5.5                                   | Enquiry as
      to Title Not Required                                       
|   | 5.6                                   | Transfer Fee                                                                 
|6. | TRANSMISSION OF SHARES                | 11                                                                           
|   | 6.1                                   | Legal Personal
      Representative Recognized on Death                      
|   | 6.2                                   | Rights of
      Legal Personal Representative                                
|7. | ACQUISITION OF
      COMPANYS SHARES | 11                                                                           
|   | 7.1                                   | Company
      Authorized to Purchase or Otherwise Acquire Shares             
|   | 7.2                                   | No Purchase, Redemption or
      Other Acquisition When Insolvent            
|   | 7.3                                   | Sale and
      Voting of Purchased, Redeemed or Otherwise Acquired Shares    

---

- 2 -

|8.  | BORROWING POWERS                        | 12                                                          
|--- | --------------------------------------- | ------------------------------------------------------------
|9.  | ALTERATIONS                             | 12                                                          
|    | 9.1                                     | Alteration
      of Authorized Share Structure              
|    | 9.2                                     | Special Rights or
      Restrictions                        
|    | 9.3                                     | Change of
      Name                                        
|    | 9.4                                     | Other Alterations                                           
|10. | MEETINGS OF SHAREHOLDERS                | 13                                                          
|    | 10.1                                    | Annual General Meetings                                     
|    | 10.2                                    | Resolution
      Instead of Annual General Meeting          
|    | 10.3                                    | Calling of Meetings of
      Shareholders                   
|    | 10.4                                    | Notice for
      Meetings of Shareholders                   
|    | 10.5                                    | Notice of Resolution to
      Which Shareholders May Dissent
|    | 10.6                                    | Record Date
      for Notice                                
|    | 10.7                                    | Record Date for Voting                                      
|    | 10.8                                    | Failure to
      Give Notice and Waiver of Notice           
|    | 10.9                                    | Notice of Special Business
      at Meetings of Shareholders
|11. | PROCEEDINGS AT MEETINGS OF SHAREHOLDERS | 15                                                          
|    | 11.1                                    | Special Business                                            
|    | 11.2                                    | Special
      Majority                                      
|    | 11.3                                    | Quorum                                                      
|    | 11.4                                    | One
      Shareholder May Constitute Quorum                 
|    | 11.5                                    | Persons Entitled to Attend
      Meeting                    
|    | 11.6                                    | Requirement
      of Quorum                                 
|    | 11.7                                    | Lack of Quorum                                              
|    | 11.8                                    | Lack of
      Quorum at Succeeding Meeting                  
|    | 11.9                                    | Chair                                                       
|    | 11.10                                   | Selection of
      Alternate Chair                          
|    | 11.11                                   | Adjournments                                                
|    | 11.12                                   | Notice of
      Adjourned Meeting                           
|    | 11.13                                   | Decisions by Show of Hands
      or Poll                    
|    | 11.14                                   | Declaration
      of Result                                 
|    | 11.15                                   | Motion Need Not be Seconded                                 
|    | 11.16                                   | Casting Vote                                                
|    | 11.17                                   | Manner of Taking Poll                                       
|    | 11.18                                   | Demand for
      Poll on Adjournment                        
|    | 11.19                                   | Chair Must Resolve Dispute                                  
|    | 11.20                                   | Casting of
      Votes                                      
|    | 11.21                                   | No Demand for Poll on
      Election of Chair               
|    | 11.22                                   | Demand for
      Poll Not to Prevent Continuance of Meeting 
|    | 11.23                                   | Retention of Ballots and
      Proxies                      
|12. | VOTES OF SHAREHOLDERS                   | 19                                                          
|    | 12.1                                    | Number of Votes by
      Shareholder or by Shares           
|    | 12.2                                    | Votes of
      Persons in Representative Capacity           
|    | 12.3                                    | Votes by Joint Holders                                      
|    | 12.4                                    | Legal
      Personal Representatives as Joint Shareholders  
|    | 12.5                                    | Representative of a
      Corporate Shareholder             

---

- 3 -

|    | 12.6                                 | When Proxy
      Holder Need Not Be Shareholder                | 20
|--- | ------------------------------------ | -------------------------------------------------------------- | --
|    | 12.7                                 | When Proxy Provisions Do Not
      Apply to the Company        | 20
|    | 12.8                                 | Appointment
      of Proxy Holders                             | 20
|    | 12.9                                 | Alternate Proxy Holders                                        | 20
|    | 12.10                                | Deposit of
      Proxy                                         | 20
|    | 12.11                                | Validity of Proxy Vote                                         | 21
|    | 12.12                                | Form of
      Proxy                                            | 21
|    | 12.13                                | Revocation of Proxy                                            | 21
|    | 12.14                                | Revocation
      of Proxy Must Be Signed                       | 22
|    | 12.15                                | Chair May Determine Validity
      of Proxy                    | 22
|    | 12.16                                | Production
      of Evidence of Authority to Vote              | 22
|13. | DIRECTORS                            | 22                                                            
|    | 13.1                                 | First
      Directors; Number of Directors                     | 22
|    | 13.2                                 | Change in Number of
      Directors                            | 23
|    | 13.3                                 | Directors
      Acts Valid Despite Vacancy                    | 23
|    | 13.4                                 | Qualifications of Directors                                    | 23
|    | 13.5                                 | Remuneration
      of Directors                                | 23
|    | 13.6                                 | Reimbursement of Expenses of
      Directors                   | 23
|    | 13.7                                 | Special
      Remuneration for Directors                       | 23
|    | 13.8                                 | Gratuity, Pension or
      Allowance on Retirement of Director | 23
|14. | ELECTION AND REMOVAL OF DIRECTORS    | 23                                                            
|    | 14.1                                 | Election at Annual General
      Meeting                       | 23
|    | 14.2                                 | Consent to
      be a Director                                 | 24
|    | 14.3                                 | Failure to Elect or Appoint
      Directors                    | 24
|    | 14.4                                 | Places of
      Retiring Directors Not Filled                  | 24
|    | 14.5                                 | Directors May Fill Casual
      Vacancies                      | 24
|    | 14.6                                 | Remaining
      Directors Power to Act                        | 25
|    | 14.7                                 | Shareholders May Fill
      Vacancies                          | 25
|    | 14.8                                 | Additional
      Directors                                     | 25
|    | 14.9                                 | Ceasing to be a Director                                       | 25
|    | 14.10                                | Removal of
      Director by Shareholders                      | 25
|    | 14.11                                | Removal of Director by
      Directors                         | 25
|15. | ALTERNATE DIRECTORS                  | 26                                                            
|    | 15.1                                 | Appointment of Alternate
      Director                        | 26
|    | 15.2                                 | Notice of
      Meetings                                       | 26
|    | 15.3                                 | Alternate for More Than One
      Director Attending Meetings  | 26
|    | 15.4                                 | Consent
      Resolutions                                      | 26
|    | 15.5                                 | Alternate Director Not an
      Agent                          | 26
|    | 15.6                                 | Revocation
      of Appointment of Alternate Director          | 26
|    | 15.7                                 | Ceasing to be an Alternate
      Director                      | 27
|    | 15.8                                 | Remuneration
      and Expenses of Alternate Director          | 27
|16. | POWERS AND
      DUTIES OF DIRECTORS | 27                                                            
|    | 16.1                                 | Powers of
      Management                                     | 27
|    | 16.2                                 | Appointment of Attorney of
      Company                       | 27
|17. | INTERESTS OF DIRECTORS AND OFFICERS  | 27                                                            
|    | 17.1                                 | Obligation to Account for
      Profits                        | 27

---

- 4 -

|    | 17.2                           | Restrictions
      on Voting by Reason of Interest             | 28
|--- | ------------------------------ | -------------------------------------------------------------- | --
|    | 17.3                           | Interested Director Counted
      in Quorum                    | 28
|    | 17.4                           | Disclosure
      of Conflict of Interest or Property           | 28
|    | 17.5                           | Director Holding Other
      Office in the Company             | 28
|    | 17.6                           | No
      Disqualification                                      | 28
|    | 17.7                           | Professional Services by
      Director or Officer             | 28
|    | 17.8                           | Director or
      Officer in Other Corporations                | 28
|18. | PROCEEDINGS OF
      DIRECTORS | 29                                                            
|    | 18.1                           | Meetings of
      Directors                                    | 29
|    | 18.2                           | Voting at Meetings                                             | 29
|    | 18.3                           | Chair of
      Meetings                                        | 29
|    | 18.4                           | Meetings by Telephone or
      Other Communications Medium     | 29
|    | 18.5                           | Calling of
      Meetings                                      | 29
|    | 18.6                           | Notice of Meetings                                             | 30
|    | 18.7                           | When Notice
      Not Required                                 | 30
|    | 18.8                           | Meeting Valid Despite
      Failure to Give Notice             | 30
|    | 18.9                           | Waiver of
      Notice of Meetings                             | 30
|    | 18.10                          | Quorum                                                         | 30
|    | 18.11                          | Validity of
      Acts Where Appointment Defective             | 30
|    | 18.12                          | Consent Resolutions in
      Writing                           | 30
|19. | EXECUTIVE AND OTHER COMMITTEES | 31                                                            
|    | 19.1                           | Appointment and Powers of
      Executive Committee            | 31
|    | 19.2                           | Appointment
      and Powers of Other Committees               | 31
|    | 19.3                           | Obligations of Committees                                      | 31
|    | 19.4                           | Powers of
      Board                                          | 32
|    | 19.5                           | Committee Meetings                                             | 32
|20. | OFFICERS                       | 32                                                            
|    | 20.1                           | Directors May Appoint
      Officers                           | 32
|    | 20.2                           | Functions,
      Duties and Powers of Officers                 | 32
|    | 20.3                           | Qualifications                                                 | 32
|    | 20.4                           | Remuneration
      and Terms of Appointment                    | 33
|21. | INDEMNIFICATION                | 33                                                            
|    | 21.1                           | Definitions                                                    | 33
|    | 21.2                           | Mandatory Indemnification of
      Directors                   | 33
|    | 21.3                           | Permitted
      Indemnification                                | 33
|    | 21.4                           | Non-Compliance with
      Business Corporations Act            | 33
|    | 21.5                           | Company May
      Purchase Insurance                           | 34
|22. | DIVIDENDS                      | 34                                                            
|    | 22.1                           | Payment of
      Dividends Subject to Special Rights           | 34
|    | 22.2                           | Declaration of Dividends                                       | 34
|    | 22.3                           | No Notice
      Required                                       | 34
|    | 22.4                           | Record Date                                                    | 34
|    | 22.5                           | Manner of
      Paying Dividend                                | 34
|    | 22.6                           | Settlement of Difficulties                                     | 34
|    | 22.7                           | When
      Dividend Payable                                    | 35
|    | 22.8                           | Dividends to be Paid in
      Accordance with Number of Shares | 35

---

- 5 -

|    | 22.9                           | Receipt by Joint
      Shareholders                                             | 35
|--- | ------------------------------ | ------------------------------------------------------------------------------- | --
|    | 22.10                          | Dividend
      Bears No Interest                                                | 35
|    | 22.11                          | Fractional Dividends                                                            | 35
|    | 22.12                          | Payment of
      Dividends                                                      | 35
|    | 22.13                          | Capitalization of Retained
      Earnings or Surplus                            | 35
|23. | ACCOUNTING RECORDS AND AUDITOR | 35                                                                             
|    | 23.1                           | Recording of Financial
      Affairs                                            | 35
|    | 23.2                           | 23.2
      Inspection of Accounting Records                                     | 36
|    | 23.3                           | Remuneration of Auditor                                                         | 36
|24. | NOTICES                        | 36                                                                             
|    | 24.1                           | Method of Giving Notice                                                         | 36
|    | 24.2                           | Deemed
      Receipt                                                            | 36
|    | 24.3                           | Certificate of Sending                                                          | 37
|    | 24.4                           | Notice to
      Joint Shareholders                                              | 37
|    | 24.5                           | Notice to Legal Personal
      Representatives and Trustees                     | 37
|    | 24.6                           | Undelivered
      Notices                                                       | 37
|25. | SEAL                           |                                                                                 | 37
|    | 25.1                           | Who May
      Attest Seal                                                       | 37
|    | 25.2                           | Sealing Copies                                                                  | 38
|    | 25.3                           | Mechanical
      Reproduction of Seal                                           | 38
|26. | PROHIBITIONS                   | 38                                                                             
|    | 26.1                           | Definitions                                                                     | 38
|    | 26.2                           | Application                                                                     | 38
|    | 26.3                           | Consent
      Required for Transfer of Shares or Transfer Restricted Securities | 38

---

- 6 -

Incorporation No.: C0845956


ARTICLES

The Company has as its articles the following articles:

1. INTERPRETATION

1.1 Definitions

In these Articles, unless the context otherwise requires:

|(a) | appropriate personhas the meaning assigned in
      the Securities Transfer Act;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(b) | board of directors, directorsand
      boardmean the directors or sole director of the Company for the
      time being;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(c) | Business Corporations Actmeans the Business
      Corporations Act(British Columbia) from time to time in force and all
      amendments thereto and includes all regulations and amendments thereto
      made pursuant to that Act;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(d) | Interpretation Actmeans the Interpretation
      Act(British Columbia) from time to time in force and all amendments
      thereto and includes all regulations and amendments thereto made pursuant
      to that Act;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(e) | legal personal representativemeans the personal
      or other legal representative of a shareholder;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(f) | protected purchaserhas the meaning assigned in
      the Securities Transfer Act;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(g) | registered addressof a shareholder means the
      shareholders address as recorded in the central securities
    register;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(h) | sealmeans the seal of the Company, if
    any;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(i) | securities legislationmeans statutes concerning
      the regulation of securities markets and trading in securities and the
      regulations, rules, forms and schedules under those statutes, all as
      amended from time to time, and the blanket rulings and orders, as amended
      from time to time, issued by the securities commissions or similar
      regulatory authorities appointed under or pursuant to those statutes;
      Canadian securities legislationmeans the securities legislation
      in any province or territory of Canada and includes the Securities Act(British Columbia); and U.S. securities legislationmeans the
      securities legislation in the federal jurisdiction of the United States
      and in any state of the United States and includes the Securities Act of
      1933 and the Securities Exchange Act of 1934;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(j) | Securities Transfer Actmeans the Securities
      Transfer Act(British Columbia) from time to time in force and all
      amendments thereto and includes all regulations and amendments thereto
      made pursuant to that Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

1.2 Business Corporations Act and Interpretation Act
Definitions Applicable

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

---

- 7 -

term in these Articles. If there is a conflict or inconsistency
between these Articles and the Business Corporations Act, the Business
Corporations Act will prevail.

2. SHARES AND SHARE CERTIFICATES

2.1 Authorized Share Structure

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

2.2 Form of Share Certificate

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

Business Corporations Act.

2.3 Shareholder Entitled to Certificate or
Acknowledgment

Unless the shares of which the shareholder is the registered
owner are uncertificated shares, each shareholder is entitled, without charge,
to (a) one share certificate representing the shares of each class or series of
shares registered in the shareholders name or (b) a non-transferable written
acknowledgment of the shareholders right to obtain such a share certificate,
provided that in respect of a share held jointly by several persons, the Company
is not bound to issue more than one share certificate or acknowledgment and
delivery of a share certificate or an acknowledgment to one of several joint
shareholders or to a duly authorized agent of one of the joint shareholders will
be sufficient delivery to all.

2.4 Delivery by Mail

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

2.5 Replacement of Worn Out or Defaced Certificate or
Acknowledgement

If the directors are satisfied that a share certificate or a
non-transferable written acknowledgment of the shareholders right to obtain a
share certificate is worn out or defaced, they must, on production to them of
the share certificate or acknowledgment, as the case may be, and on such other
terms, if any, as they think fit:

|(a) | order the share certificate or acknowledgment, as the
      case may be, to be cancelled; and
|--- | ---------------------------------------------------------------------------------------------
|    |                                                                                              
|(b) | issue a replacement share certificate or acknowledgment,
      as the case may be.           

2.6 Replacement of Lost, Destroyed or Wrongfully Taken
Certificate

If a person entitled to a share certificate claims that the
share certificate has been lost, destroyed or wrongfully taken, the Company must
issue a new share certificate, if that person:

|(a) | so requests before the Company has notice that the share
      certificate has been acquired by a protected purchaser;                                                                         
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                
|(b) | provides the Company with an indemnity bond sufficient in
      the Companys judgment to protect the Company from any loss that the
      Company may suffer by issuing a new certificate;
and

---

- 8 -

|(c) | satisfies any other reasonable requirements imposed by
      the directors.
|--- | ---------------------------------------------------------------------------

A person entitled to a share certificate may not assert against
the Company a claim for a new share certificate where a share certificate has
been lost, apparently destroyed or wrongfully taken if that person fails to
notify the Company of that fact within a reasonable time after that person has
notice of it and the Company registers a transfer of the shares represented by
the certificate before receiving a notice of the loss, apparent destruction or
wrongful taking of the share certificate.

2.7 Recovery of New Share Certificate

If, after the issue of a new share certificate, a protected
purchaser of the original share certificate presents the original share
certificate for the registration of transfer, then in addition to any rights on
the indemnity bond, the Company may recover the new share certificate from a
person to whom it was issued or any person taking under that person other than a
protected purchaser.

2.8 Splitting Share Certificates

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

2.9 Certificate Fee

There must be paid to the Company, in relation to the issue of
any share certificate under Articles 2.5, 2.6 or 2.8, the amount, if any and
which must not exceed the amount prescribed under the Business Corporations
Act, determined by the directors.

2.10 Recognition of Trusts

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

3. ISSUE OF SHARES

3.1 Directors Authorized

Subject to the Business Corporations Act and the rights,
if any, of the holders of issued shares of the Company, the Company may issue,
allot, sell or otherwise dispose of the unissued shares, and issued shares held
by the Company, at the times, to the persons, including directors, in the
manner, on the terms and conditions and for the issue prices (including any
premium at which shares with par value may be issued) that the directors may
determine. The issue price for a share with par value must be equal to or
greater than the par value of the share.

---

- 9 -

3.2 Commissions and Discounts

The Company may at any time pay a reasonable commission or
allow a reasonable discount to any person in consideration of that person
purchasing or agreeing to purchase shares of the Company from the Company or any
other person or procuring or agreeing to procure purchasers for shares of the
Company.

3.3 Brokerage

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

3.4 Conditions of Issue

Except as provided for by the Business Corporations Act,
no share may be issued until it is fully paid. A share is fully paid when:

|(a) | consideration is provided to the Company for the issue of
      the share by one or more of the following:                             
|--- | ---------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                        
|    | (i)                                                                                                                                    
|    |                                                                                                                                        
|    | (ii)                                                                                                                                   
|    |                                                                                                                                        
|    | (iii)                                                                                                                                  
|    |                                                                                                                                        
|(b) | the value of the consideration received by the Company
      equals or exceeds the issue price set for the share under Article
    3.1.

3.5 Share Purchase Warrants and Rights

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

4. SHARE REGISTERS

4.1 Central Securities Register

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

4.2 Closing Register

The Company must not at any time close its central securities
register.

---

- 10 -

5. SHARE TRANSFERS

5.1 Registering Transfers

Subject to the Business Corporations Act, a transfer of
a share of the Company must not be registered unless the Company or the transfer
agent or registrar for the class or series of share to be transferred has
received:

|(a) | in the case of a share certificate that has been issued
      by the Company in respect of the share to be transferred, that share
      certificate and a written instrument of transfer (which may be on a
      separate document or endorsed on the share certificate) made by the
      shareholder or other appropriate person or by an agent who has actual
      authority to act on behalf of that person;                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(b) | in the case of a non-transferable written acknowledgment
      of the shareholders right to obtain a share certificate that has been
      issued by the Company in respect of the share to be transferred, a written
      instrument of transfer that directs that the transfer of the shares be
      registered, made by the shareholder or other appropriate person or by an
      agent who has actual authority to act on behalf of that person;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(c) | in the case of a share that is an uncertificated share, a
      written instrument of transfer that directs that the transfer of the share
      be registered, made by the shareholder or other appropriate person or by
      an agent who has actual authority to act on behalf of that person;
    and                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(d) | such other evidence, if any, as the Company or the
      transfer agent or registrar for the class or series of share to be
      transferred may require to prove the title of the transferor or the
      transferors right to transfer the share, that the written instrument of
      transfer is genuine and authorized and that the transfer is rightful or to
      a protected purchaser.                                                      

5.2 Form of Instrument of Transfer

The instrument of transfer in respect of any share of the
Company must be either in the form, if any, on the back of the Companys share
certificates or in any other form that may be approved by the directors or the
transfer agent for the class or series of shares to be transferred.

5.3 Transferor Remains Shareholder

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

5.4 Signing of Instrument of Transfer

If a shareholder, or his or her duly authorized attorney, signs
an instrument of transfer in respect of shares registered in the name of the
shareholder, the signed instrument of transfer constitutes a complete and
sufficient authority to the Company and its directors, officers and agents to
register the number of shares specified in the instrument of transfer or
specified in any other manner, or, if no number is specified, all the shares
represented by the share certificates or set out in the written acknowledgments
deposited with the instrument of transfer:

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

---

- 11 -

5.5 Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the
Company is bound to inquire into the title of the person named in the instrument
of transfer as transferee or, if no person is named as transferee in the
instrument of transfer, of the person on whose behalf the instrument is
deposited for the purpose of having the transfer registered or is liable for any
claim related to registering the transfer by the shareholder or by any
intermediate owner or holder of the shares, of any interest in the shares, of
any share certificate representing such shares or of any written acknowledgment
of a right to obtain a share certificate for such shares.

5.6 Transfer Fee

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

6. TRANSMISSION OF SHARES

6.1 Legal Personal Representative Recognized on
Death

In the case of the death of a shareholder, the legal personal
representative of the shareholder, or in the case of shares registered in the
shareholders name and the name of another person in joint tenancy, the
surviving joint holder, will be the only person recognized by the Company as
having any title to the shareholders interest in the shares. Before recognizing
a person as a legal personal representative of a shareholder, the directors may
require the original grant of probate or letters of administration or a court
certified copy of them or the original or a court certified or authenticated
copy of the grant of representation, will, order or other instrument or other
evidence of the death under which title to the shares or securities is claimed
to vest.

6.2 Rights of Legal Personal Representative

The legal personal representative of a shareholder has the same
rights, privileges and obligations that attach to the shares held by the
shareholder, including the right to transfer the shares in accordance with these
Articles, if appropriate evidence of appointment or incumbency within the
meaning of s. 87 of the Securities Transfer Act has been deposited with
the Company. This Article 6.2 does not apply in the case of the death of a
shareholder with respect to shares registered in the shareholders name and the
name of another person in joint tenancy.

7. ACQUISITION OF COMPANYS SHARES

7.1 Company Authorized to Purchase or Otherwise Acquire
Shares

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

7.2 No Purchase, Redemption or Other Acquisition When
Insolvent

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

|(a) | the Company is insolvent; or                                                               
|--- | -------------------------------------------------------------------------------------------
|    |                                                                                            
|(b) | making the payment or providing the consideration would
      render the Company insolvent.

---

- 12 -

7.3 Sale and Voting of Purchased, Redeemed or Otherwise
Acquired Shares

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

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

8. BORROWING POWERS

The Company, if authorized by the directors, may:

|(a) | borrow money in the manner and amount, on the security,
      from the sources and on the terms and conditions that the directors
      consider appropriate;                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                        
|(b) | issue bonds, debentures and other debt obligations either
      outright or as security for any liability or obligation of the Company or
      any other person and at such discounts or premiums and on such other terms
      as the directors consider appropriate;
|    |                                                                                                                                                                                                                                                                        
|(c) | guarantee the repayment of money by any other person or
      the performance of any obligation of any other person; and                                                                                                                                               
|    |                                                                                                                                                                                                                                                                        
|(d) | mortgage, charge, whether by way of specific or floating
      charge, grant a security interest in, or give other security on, the whole
      or any part of the present and future assets and undertaking of the
      Company.                                     

9. ALTERATIONS

9.1 Alteration of Authorized Share Structure

Subject to Article 9.2 and the Business Corporations
Act, the Company may by special resolution:

|(a) | create one or more classes or series of shares or, if
      none of the shares of a class or series of shares are allotted or issued,
      eliminate that class or series of shares;                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                          
|(b) | increase, reduce or eliminate the maximum number of
      shares that the Company is authorized to issue out of any class or series
      of shares or establish a maximum number of shares that the Company is
      authorized to issue out of any class or series of shares for which no
      maximum is established;
|    |                                                                                                                                                                                                                                                                                                                          
|(c) | subdivide or consolidate all or any of its unissued, or
      fully paid issued, shares;                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                          
|(d) | if the Company is authorized to issue shares of a class
      of shares with par value:                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                          
|    | (i)                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                          
|    | (ii)                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                          
|(e) | change all or any of its unissued, or fully paid issued,
      shares with par value into shares without par value or any of its unissued
      shares without par value into shares with par value;                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                          
|(f) | alter the identifying name of any of its shares;
  or                                                                                                                                                                                                                                                                    

---

- 13 -

|(g) | otherwise alter its shares or authorized share structure
      when required or permitted to do so by the
|--- | ---------------------------------------------------------------------------------------------------------
|    |                                                                                                          
|    | Business Corporations Act;                                                                               

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

9.2 Special Rights or Restrictions

Subject to the Business Corporations Act, the Company
may by special resolution:

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

and alter its Articles and Notice of Articles accordingly.

9.3 Change of Name

The Company may by special resolution authorize an alteration
to its Notice of Articles in order to change its name and may, by ordinary
resolution or directors resolution, adopt or change any translation of that
name.

9.4 Other Alterations

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

10. MEETINGS OF SHAREHOLDERS

10.1 Annual General Meetings

Unless an annual general meeting is deferred or waived in
accordance with the Business Corporations Act, the Company must hold its
first annual general meeting within 18 months after the date on which it was
incorporated or otherwise recognized, and after that must hold an annual general
meeting at least once in each calendar year and not more than 15 months after
the last annual reference date at such time and place as may be determined by
the directors.

10.2 Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual
general meeting consent by a unanimous resolution to all of the business that is
required to be transacted at that annual general meeting, the annual general
meeting is deemed to have been held on the date of the unanimous resolution. The
shareholders must, in any unanimous resolution passed under this Article 10.2,
select as the Companys annual reference date a date that would be appropriate
for the holding of the applicable annual general meeting.

10.3 Calling of Meetings of Shareholders

The directors may, at any time, call a meeting of shareholders
to be held at such time and place as may be determined by the directors.

---

- 14 -

10.4 Notice for Meetings of Shareholders

The Company must send notice of the date, time and location of
any meeting of shareholders (including, without limitation, any notice
specifying the intention to propose a resolution as an exceptional resolution, a
special resolution or a special separate resolution and any notice to consider
approving an amalgamation into a foreign jurisdiction, an arrangement or the
adoption of an amalgamation agreement, and any notice of a general meeting,
class meeting or series meeting), in the manner provided in these Articles, or
in such other manner, if any, as may be prescribed by ordinary resolution
(whether previous notice of the resolution has been given or not), to each
shareholder entitled to attend the meeting, to each director and to the auditor
of the Company, unless these Articles otherwise provide, at least the following
number of days before the meeting:

|(a) | if and for so long as the Company is a public company, 21
      days;
|--- | ---------------------------------------------------------------------
|    |                                                                      
|(b) | otherwise, 10 days.                                                  

10.5 Notice of Resolution to Which Shareholders May
Dissent

The Company must send to each of its shareholders, whether or
not their shares carry the right to vote, a notice of any meeting of
shareholders at which a resolution entitling shareholders to dissent is to be
considered specifying the date of the meeting and containing a statement
advising of the right to send a notice of dissent together with a copy of the
proposed resolution at least the following number of days before the
meeting:

|(a) | if and for so long as the Company is a public company, 21
      days;
|--- | ---------------------------------------------------------------------
|    |                                                                      
|(b) | otherwise, 10 days.                                                  

10.6 Record Date for Notice

The directors may set a date as the record date for the purpose
of determining shareholders entitled to notice of any meeting of shareholders.
The record date must not precede the date on which the meeting is to be held by
more than two months or, in the case of a general meeting requisitioned by
shareholders under the Business Corporations Act, by more than four
months. The record date must not precede the date on which the meeting is held
by fewer than:

|(a) | if and for so long as the Company is a public company, 21
      days;
|--- | ---------------------------------------------------------------------
|    |                                                                      
|(b) | otherwise, 10 days.                                                  

If no record date is set, the record date is 5 p.m. on the day
immediately preceding the first date on which the notice is sent or, if no
notice is sent, the beginning of the meeting.

10.7 Record Date for Voting

The directors may set a date as the record date for the purpose
of determining shareholders entitled to vote at any meeting of shareholders. The
record date must not precede the date on which the meeting is to be held by more
than two months or, in the case of a general meeting requisitioned by
shareholders under the Business Corporations Act, by more than four
months. If no record date is set, the record date is 5 p.m. on the day
immediately preceding the first date on which the notice is sent or, if no
notice is sent, the beginning of the meeting.

---

- 15 -

10.8 Failure to Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting of
shareholders to, or the non-receipt of any notice by, any of the persons
entitled to notice does not invalidate any proceedings at that meeting. Any
person entitled to notice of a meeting of shareholders may, in writing or
otherwise, waive that entitlement or agree to reduce the period of that notice.
Attendance of a person at a meeting of shareholders is a waiver of entitlement
to notice of the meeting unless that person attends the meeting for the express
purpose of objecting to the transaction of any business on the grounds that the
meeting is not lawfully called.

10.9 Notice of Special Business at Meetings of
Shareholders

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

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

11. PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1 Special Business

At a meeting of shareholders, the following business is special
business:

|(a) | at a meeting of shareholders that is not an annual
      general meeting, all business is special business except business relating
      to the conduct of or voting at the meeting;
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                      
|(b) | at an annual general meeting, all business is special
      business except for the following:                                                                                       
|    |                                                                                                                                                                                      
|    | (i)                                                                                                                                                                                  
|    |                                                                                                                                                                                      
|    | (ii)                                                                                                                                                                                 
|    |                                                                                                                                                                                      
|    | (iii)                                                                                                                                                                                
|    |                                                                                                                                                                                      
|    | (iv)                                                                                                                                                                                 
|    |                                                                                                                                                                                      
|    | (v)                                                                                                                                                                                  
|    |                                                                                                                                                                                      
|    | (vi)                                                                                                                                                                                 
|    |                                                                                                                                                                                      
|    | (vii)                                                                                                                                                                                
|    |                                                                                                                                                                                      
|    | (viii)                                                                                                                                                                               
|    |                                                                                                                                                                                      
|    | (ix)                                                                                                                                                                                 

---

- 16 -

11.2 Special Majority

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

11.3 Quorum

Subject to the special rights or restrictions attached to the
shares of any class or series of shares and to Article 11.4, the quorum for the
transaction of business at a meeting of shareholders is two persons who are, or
who represent by proxy, shareholders who, in the aggregate, hold at least 5% of
the issued shares entitled to be voted at the meeting.

11.4 One Shareholder May Constitute Quorum

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

|(a) | the quorum is one person who is, or who represents by
      proxy, that shareholder, and
|--- | ----------------------------------------------------------------------------------------
|    |                                                                                         
|(b) | that shareholder, present in person or by proxy, may
      constitute the meeting.      

11.5 Persons Entitled to Attend Meeting

In addition to those persons who are entitled to vote at a
meeting of shareholders, the only other persons entitled to be present at the
meeting are the directors, the president (if any), the secretary (if any), the
assistant secretary (if any), any lawyer for the Company, the auditor of the
Company, any persons invited to be present at the meeting by the directors or by
the chair of the meeting and any persons entitled or required under the
Business Corporations Act or these Articles to be present at the meeting;
but if any of those persons does attend the meeting, that person is not to be
counted in the quorum and is not entitled to vote at the meeting unless that
person is a shareholder or proxy holder entitled to vote at the meeting.

11.6 Requirement of Quorum

No business, other than the election of a chair of the meeting
and the adjournment of the meeting, may be transacted at any meeting of
shareholders unless a quorum of shareholders entitled to vote is present at the
commencement of the meeting, but such quorum need not be present throughout the
meeting.

11.7 Lack of Quorum

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

|(a) | in the case of a general meeting requisitioned by
      shareholders, the meeting is dissolved, and                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                        
|(b) | in the case of any other meeting of shareholders, the
      meeting stands adjourned to the same day in the next week at the same time
      and place.

11.8 Lack of Quorum at Succeeding Meeting

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

---

- 17 -

11.9 Chair

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

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

11.10 Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the
board or president present within 15 minutes after the time set for holding the
meeting, or if the chair of the board and the president are unwilling to act as
chair of the meeting, or if the chair of the board and the president have
advised the secretary, if any, or any director present at the meeting, that they
will not be present at the meeting, the directors present must choose one of
their number to be chair of the meeting or if all of the directors present
decline to take the chair or fail to so choose or if no director is present, the
shareholders entitled to vote at the meeting who are present in person or by
proxy may choose any person present at the meeting to chair the meeting.

11.11 Adjournments

The chair of a meeting of shareholders may, and if so directed
by the meeting must, adjourn the meeting from time to time and from place to
place, but no business may be transacted at any adjourned meeting other than the
business left unfinished at the meeting from which the adjournment took
place.

11.12 Notice of Adjourned Meeting

It is not necessary to give any notice of an adjourned meeting
of shareholders or of the business to be transacted at an adjourned meeting of
shareholders except that, when a meeting is adjourned for 30 days or more,
notice of the adjourned meeting must be given as in the case of the original
meeting.

11.13 Decisions by Show of Hands or Poll

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

11.14 Declaration of Result

The chair of a meeting of shareholders must declare to the
meeting the decision on every question in accordance with the result of the show
of hands or the poll, as the case may be, and that decision must be entered in
the minutes of the meeting. A declaration of the chair that a resolution is
carried by the necessary majority or is defeated is, unless a poll is directed
by the chair or demanded under Article 11.13, conclusive evidence without proof
of the number or proportion of the votes recorded in favour of or against the
resolution.

11.15 Motion Need Not be Seconded

No motion proposed at a meeting of shareholders need be
seconded unless the chair of the meeting rules otherwise, and the chair of any
meeting of shareholders is entitled to propose or second a motion.

---

- 18 -

11.16 Casting Vote

In the case of an equality of votes, the chair of a meeting of
shareholders does not, either on a show of hands or on a poll, have a second or
casting vote in addition to the vote or votes to which the chair may be entitled
as a shareholder.

11.17 Manner of Taking Poll

Subject to Article 11.18, if a poll is duly demanded at a
meeting of shareholders:

|(a) | the poll must be taken:                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------
|    |                                                                                                            
|    | (i)                                                                                                        
|    |                                                                                                            
|    | (ii)                                                                                                       
|    |                                                                                                            
|(b) | the result of the poll is deemed to be the decision of
      the meeting at which the poll is demanded; and
|    |                                                                                                            
|(c) | the demand for the poll may be withdrawn by the person
      who demanded it.                              

11.18 Demand for Poll on Adjournment

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

11.19 Chair Must Resolve Dispute

In the case of any dispute as to the admission or rejection of
a vote given on a poll, the chair of the meeting must determine the dispute, and
his or her determination made in good faith is final and conclusive.

11.20 Casting of Votes

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

11.21 No Demand for Poll on Election of Chair

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

11.22 Demand for Poll Not to Prevent Continuance of
Meeting

The demand for a poll at a meeting of shareholders does not,
unless the chair of the meeting so rules, prevent the continuation of the
meeting for the transaction of any business other than the question on which a
poll has been demanded.

11.23 Retention of Ballots and Proxies

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

---

- 19 -

12. VOTES OF SHAREHOLDERS

12.1 Number of Votes by Shareholder or by Shares

Subject to any special rights or restrictions attached to any
shares and to the restrictions imposed on joint shareholders under Article
12.3.

|(a) | on a vote by show of hands, every person present who is a
      shareholder or proxy holder and entitled to vote on the matter has one
      vote; and                                                                                      
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                             
|(b) | on a poll, every shareholder entitled to vote on the
      matter has one vote in respect of each share entitled to be voted on the
      matter and held by that shareholder and may exercise that vote either in
      person or by proxy.

12.2 Votes of Persons in Representative Capacity

A person who is not a shareholder may vote at a meeting of
shareholders, whether on a show of hands or on a poll, and may appoint a proxy
holder to act at the meeting, if, before doing so, the person satisfies the
chair of the meeting, or the directors, that the person is a legal personal
representative or a trustee in bankruptcy for a shareholder who is entitled to
vote at the meeting.

12.3 Votes by Joint Holders

If there are joint shareholders registered in respect of any
share:

|(a) | any one of the joint shareholders may vote at any meeting
      of shareholders, personally or by proxy, in respect of the share as if
      that joint shareholder were solely entitled to it; or                                                                                                                                                     
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                        
|(b) | if more than one of the joint shareholders is present at
      any meeting of shareholders, personally or by proxy, and more than one of
      them votes in respect of that share, then only the vote of the joint
      shareholder present whose name stands first on the central securities
      register in respect of the share will be counted.

12.4 Legal Personal Representatives as Joint
Shareholders

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

12.5 Representative of a Corporate Shareholder

If a corporation that is not a subsidiary of the Company is a
shareholder, that corporation may appoint a person to act as its representative
at any meeting of shareholders of the Company, and:

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

---

- 20 -

| | (i)  | the representative is entitled to exercise in respect of
      and at that meeting the same rights on behalf of the corporation that the
      representative represents as that corporation could exercise if it were a
      shareholder who is an individual, including, without limitation, the right
      to appoint a proxy holder; and
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                               
| | (ii) | the representative, if present at the meeting, is to be
      counted for the purpose of forming a quorum and is deemed to be a
      shareholder present in person at the meeting.                                                                                                                                                           

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

12.6 When Proxy Holder Need Not Be Shareholder

A person must not be appointed as a proxy holder unless the
person is a shareholder, although a person who is not a shareholder may be
appointed as a proxy holder if:

|(a) | the person appointing the proxy holder is a corporation
      or a representative of a corporation appointed under Article
  12.5;                                                                                                                                                                                                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                          
|(b) | the Company has at the time of the meeting for which the
      proxy holder is to be appointed only one shareholder entitled to vote at
      the meeting;                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                          
|(c) | the shareholders present in person or by proxy at and
      entitled to vote at the meeting for which the proxy holder is to be
      appointed, by a resolution on which the proxy holder is not entitled to
      vote but in respect of which the proxy holder is to be counted in the
      quorum, permit the proxy holder to attend and vote at the meeting;
    or
|    |                                                                                                                                                                                                                                                                                                                                                                          
|(d) | the Company is a public company or is a pre-existing
      reporting company which has the Statutory Reporting Company Provisions as
      part of these Articles or to which the Statutory Reporting Company
      Provisions apply.                                                                                                                                    

12.7 When Proxy Provisions Do Not Apply to the
Company

If and for so long as the Company is a public company or is a
pre-existing reporting company which has the Statutory Reporting Company
Provisions as part of these Articles or to which the Statutory Reporting Company
Provisions apply, Articles 12.8 to 12.16 apply only insofar as they are not
inconsistent with any Canadian securities legislation applicable to the Company,
any U.S. securities legislation applicable to the Company or any rules of an
exchange on which securities of the Company are listed.

12.8 Appointment of Proxy Holders

Every shareholder of the Company, including a corporation that
is a shareholder but not a subsidiary of the Company, entitled to vote at a
meeting of shareholders may, by proxy, appoint one or more proxy holders to
attend and act at the meeting in the manner, to the extent and with the powers
conferred by the proxy.

12.9 Alternate Proxy Holders

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

12.10 Deposit of Proxy

A proxy for a meeting of shareholders must:

---

- 21 -

|(a) | be received at the registered office of the Company or at
      any other place specified, in the notice calling the meeting, for the
      receipt of proxies, at least the number of business days specified in the
      notice, or if no number of days is specified, two business days before the
      day set for the holding of the meeting or any adjourned meeting;
  or
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                   
|(b) | unless the notice provides otherwise, be received at the
      meeting or any adjourned meeting, by the chair of the meeting or adjourned
      meeting or by a person designated by the chair of the meeting or adjourned
      meeting.                                                                                                                                         

A proxy may be sent to the Company by written instrument, fax
or any other method of transmitting legibly recorded messages.

12.11 Validity of Proxy Vote

A vote given in accordance with the terms of a proxy is valid
notwithstanding the death or incapacity of the shareholder giving the proxy and
despite the revocation of the proxy or the revocation of the authority under
which the proxy is given, unless notice in writing of that death, incapacity or
revocation is received:

|(a) | at the registered office of the Company, at any time up
      to and including the last business day before the day set for the holding
      of the meeting or any adjourned meeting at which the proxy is to be used;
      or
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                 
|(b) | at the meeting or any adjourned meeting, by the chair of
      the meeting or adjourned meeting, before any vote in respect of which the
      proxy has been given has been taken.                                             

12.12 Form of Proxy

A proxy, whether for a specified meeting or otherwise, must be
either in the following form or in any other form approved by the directors or
the chair of the meeting:

[NAME OF COMPANY](the Company)The undersigned, being a shareholder of the Company,
      hereby appoints [name]or, failing that person, [name], as
      proxy holder for the undersigned to attend, act and vote for and on behalf
      of the undersigned at the meeting of shareholders of the Company to be
      held on [month, day, year]and at any adjournment of that meeting.Number of shares in respect of which this proxy is
      given (if no number is specified, then this proxy is given in respect of
      all shares registered in the name of the undersigned):Signed [month, day, year][Signature of shareholder][Name of shareholderprinted]


12.13 Revocation of Proxy

Subject to Article 12.14, every proxy may be revoked by an
instrument in writing that is received:

---

- 22 -

|(a) | at the registered office of the Company at any time up to
      and including the last business day before the day set for the holding of
      the meeting or any adjourned meeting at which the proxy is to be used;
      or
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                
|(b) | at the meeting or any adjourned meeting by the chair of
      the meeting or adjourned meeting, before any vote in respect of which the
      proxy has been given has been taken.                                             

12.14 Revocation of Proxy Must Be Signed

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

|(a) | if the shareholder for whom the proxy holder is appointed
      is an individual, the instrument must be signed by the shareholder or his
      or her legal personal representative or trustee in bankruptcy;     
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                    
|(b) | if the shareholder for whom the proxy holder is appointed
      is a corporation, the instrument must be signed by the corporation or by a
      representative appointed for the corporation under Article
  12.5.

12.15 Chair May Determine Validity of Proxy

The chair of any meeting of shareholders may determine whether
or not a proxy deposited for use at the meeting, which may not strictly comply
with the requirements of this Part 12 as to form, execution, accompanying
documentation, time of filing or otherwise, shall be valid for use at such
meeting and any such determination made in good faith shall be final, conclusive
and binding upon such meeting.

12.16 Production of Evidence of Authority to Vote

The chair of any meeting of shareholders may, but need not,
inquire into the authority of any person to vote at the meeting and may, but
need not, demand from that person production of evidence as to the existence of
the authority to vote.

13. DIRECTORS

13.1 First Directors; Number of Directors

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

|(a) | subject to paragraphs (b) and (c), the number of
      directors that is equal to the number of the Companys first
    directors;
|--- | ----------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                   
|(b) | if the Company is a public company, the greater of three
      and the most recently set of:                                      
|    |                                                                                                                                   
|    | (i)                                                                                                                               
|    |                                                                                                                                   
|    | (ii)                                                                                                                              
|    |                                                                                                                                   
|(c) | if the Company is not a public company, the most recently
      set of:                                                           
|    |                                                                                                                                   
|    | (i)                                                                                                                               
|    |                                                                                                                                   
|    | (ii)                                                                                                                              

---

- 23 -

13.2 Change in Number of Directors

If the number of directors is set under Articles 13.1(b)(i) or
13.1(c)(i):

|(a) | the shareholders may elect or appoint the directors
      needed to fill any vacancies in the board of directors up to that
      number;                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                     
|(b) | if the shareholders do not elect or appoint the directors
      needed to fill any vacancies in the board of directors up to that number
      contemporaneously with the setting of that number, then the directors,
      subject to Article 14.8, may appoint, or the shareholders may elect or
      appoint, directors to fill those vacancies.

13.3 Directors Acts Valid Despite Vacancy

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

13.4 Qualifications of Directors

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

13.5 Remuneration of Directors

The directors are entitled to the remuneration for acting as
directors, if any, as the directors may from time to time determine. If the
directors so decide, the remuneration of the directors, if any, will be
determined by the shareholders. That remuneration may be in addition to any
salary or other remuneration paid to any officer or employee of the Company as
such, who is also a director.

13.6 Reimbursement of Expenses of Directors

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

13.7 Special Remuneration for Directors

If any director performs any professional or other services for
the Company that in the opinion of the directors are outside the ordinary duties
of a director, or if any director is otherwise specially occupied in or about
the Companys business, he or she may be paid remuneration fixed by the
directors, or, at the option of that director, fixed by ordinary resolution, and
such remuneration may be either in addition to, or in substitution for, any
other remuneration that he or she may be entitled to receive.

13.8 Gratuity, Pension or Allowance on Retirement of
Director

Unless otherwise determined by ordinary resolution, the
directors on behalf of the Company may pay a gratuity or pension or allowance on
retirement to any director who has held any salaried office or place of profit
with the Company or to his or her spouse or dependants and may make
contributions to any fund and pay premiums for the purchase or provision of any
such gratuity, pension or allowance.

14. ELECTION AND REMOVAL OF DIRECTORS

14.1 Election at Annual General Meeting

At every annual general meeting and in every unanimous
resolution contemplated by Article 10.2:

---

- 24 -

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

14.2 Consent to be a Director

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

|(a) | that individual consents to be a director in the manner
      provided for in the Business Corporations Act;                                                                
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                             
|(b) | that individual is elected or appointed at a meeting at
      which the individual is present and the individual does not refuse, at the
      meeting, to be a director; or
|    |                                                                                                                                                                             
|(c) | with respect to first directors, the designation is
      otherwise valid under the Business Corporations
  Act.                                                            

14.3 Failure to Elect or Appoint Directors

If:

|(a) | the Company fails to hold an annual general meeting, and
      all the shareholders who are entitled to vote at an annual general meeting
      fail to pass the unanimous resolution contemplated by Article 10.2, on or
      before the date by which the annual general meeting is required to be held
      under the
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                           
|    | Business Corporations Act; or                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                           
|(b) | the shareholders fail, at the annual general meeting or
      in the unanimous resolution contemplated by Article 10.2, to elect or
      appoint any directors;                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                           
|(c) | then each director then in office continues to hold
      office until the earlier of:                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                           
|(d) | when his or her successor is elected or appointed;
    and                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                           
|(e) | when he or she otherwise ceases to hold office under the
      Business Corporations Actor these
Articles.                                                                                                                                                                                                                

14.4 Places of Retiring Directors Not Filled

If, at any meeting of shareholders at which there should be an
election of directors, the places of any of the retiring directors are not
filled by that election, those retiring directors who are not re-elected and who
are asked by the newly elected directors to continue in office will, if willing
to do so, continue in office to complete the number of directors for the time
being set pursuant to these Articles until further new directors are elected at
a meeting of shareholders convened for that purpose. If any such election or
continuance of directors does not result in the election or continuance of the
number of directors for the time being set pursuant to these Articles, the
number of directors of the Company is deemed to be set at the number of
directors actually elected or continued in office.

14.5 Directors May Fill Casual Vacancies

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

---

- 25 -

14.6 Remaining Directors Power to Act

The directors may act notwithstanding any vacancy in the board
of directors, but if the Company has fewer directors in office than the number
set pursuant to these Articles as the quorum of directors, the directors may
only act for the purpose of appointing directors up to that number or of calling
a meeting of shareholders for the purpose of filling any vacancies on the board
of directors or, subject to the Business Corporations Act, for any other
purpose.

14.7 Shareholders May Fill Vacancies

If the Company has no directors or fewer directors in office
than the number set pursuant to these Articles as the quorum of directors, the
shareholders may elect or appoint directors to fill any vacancies on the board
of directors.

14.8 Additional Directors

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

|(a) | one-third of the number of first directors, if, at the
      time of the appointments, one or more of the first directors have not yet
      completed their first term of office; or
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                      
|(b) | in any other case, one-third of the number of the current
      directors who were elected or appointed as directors other than under this
      Article 14.8.                       

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

14.9 Ceasing to be a Director

A director ceases to be a director when:

|(a) | the term of office of the director expires;                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                      
|(b) | the director dies;                                                                                                   
|    |                                                                                                                      
|(c) | the director resigns as a director by notice in writing
      provided to the Company or a lawyer for the Company; or
|    |                                                                                                                      
|(d) | the director is removed from office pursuant to Articles
      14.10 or 14.11.                                       

14.10 Removal of Director by Shareholders

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

14.11 Removal of Director by Directors

The directors may remove any director before the expiration of
his or her term of office if the director is convicted of an indictable offence,
or if the director ceases to be qualified to act as a director of a

---

- 26 -

company and does not promptly resign, and the directors may
appoint a director to fill the resulting vacancy.

15. ALTERNATE DIRECTORS

15.1 Appointment of Alternate Director

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

15.2 Notice of Meetings

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

15.3 Alternate for More Than One Director Attending
Meetings

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

|(a) | will be counted in determining the quorum for a meeting
      of directors once for each of his or her appointors and, in the case of an
      appointee who is also a director, once more in that capacity;                                                                                       
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                    
|(b) | has a separate vote at a meeting of directors for each of
      his or her appointors and, in the case of an appointee who is also a
      director, an additional vote in that capacity;                                                                                                          
|    |                                                                                                                                                                                                                                                                                                    
|(c) | will be counted in determining the quorum for a meeting
      of a committee of directors once for each of his or her appointors who is
      a member of that committee and, in the case of an appointee who is also a
      member of that committee as a director, once more in that
  capacity;
|    |                                                                                                                                                                                                                                                                                                    
|(d) | has a separate vote at a meeting of a committee of
      directors for each of his or her appointors who is a member of that
      committee and, in the case of an appointee who is also a member of that
      committee as a director, an additional vote in that
  capacity.                   

15.4 Consent Resolutions

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

15.5 Alternate Director Not an Agent

Every alternate director is deemed not to be the agent of his
or her appointor.

15.6 Revocation of Appointment of Alternate Director

An appointor may at any time, by notice in writing received by
the Company, revoke the appointment of an alternate director appointed by him or
her.

---

- 27 -

15.7 Ceasing to be an Alternate Director

The appointment of an alternate director ceases when:

|(a) | his or her appointor ceases to be a director and is not
      promptly re-elected or re-appointed;                                           
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                              
|(b) | the alternate director dies;                                                                                                                 
|    |                                                                                                                                              
|(c) | the alternate director resigns as an alternate director
      by notice in writing provided to the Company or a lawyer for the
      Company;
|    |                                                                                                                                              
|(d) | the alternate director ceases to be qualified to act as a
      director; or                                                                 
|    |                                                                                                                                              
|(e) | his or her appointor revokes the appointment of the
      alternate director.                                                                

15.8 Remuneration and Expenses of Alternate Director

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

16. POWERS AND DUTIES OF DIRECTORS

16.1 Powers of Management

The directors must, subject to the Business Corporations
Act and these Articles, manage or supervise the management of the business
and affairs of the Company and have the authority to exercise all such powers of
the Company as are not, by the Business Corporations Act or by these
Articles, required to be exercised by the shareholders of the Company.

16.2 Appointment of Attorney of Company

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

17. INTERESTS OF DIRECTORS AND OFFICERS

17.1 Obligation to Account for Profits

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

---

- 28 -

17.2 Restrictions on Voting by Reason of Interest

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

17.3 Interested Director Counted in Quorum

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

17.4 Disclosure of Conflict of Interest or Property

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

17.5 Director Holding Other Office in the Company

A director may hold any office or place of profit with the
Company, other than the office of auditor of the Company, in addition to his or
her office of director for the period and on the terms (as to remuneration or
otherwise) that the directors may determine.

17.6 No Disqualification

No director or intended director is disqualified by his or her
office from contracting with the Company either with regard to the holding of
any office or place of profit the director holds with the Company or as vendor,
purchaser or otherwise, and no contract or transaction entered into by or on
behalf of the Company in which a director is in any way interested is liable to
be voided for that reason.

17.7 Professional Services by Director or Officer

Subject to the Business Corporations Act, a director or
officer, or any person in which a director or officer has an interest, may act
in a professional capacity for the Company, except as auditor of the Company,
and the director or officer or such person is entitled to remuneration for
professional services as if that director or officer were not a director or
officer.

17.8 Director or Officer in Other Corporations

A director or officer may be or become a director, officer or
employee of, or otherwise interested in, any person in which the Company may be
interested as a shareholder or otherwise, and, subject to the Business
Corporations Act, the director or officer is not accountable to the Company
for any remuneration or other benefits received by him or her as director,
officer or employee of, or from his or her interest in, such other person.

---

- 29 -

18. PROCEEDINGS OF DIRECTORS

18.1 Meetings of Directors

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

18.2 Voting at Meetings

Questions arising at any meeting of directors are to be decided
by a majority of votes and, in the case of an equality of votes, the chair of
the meeting does not have a second or casting vote.

18.3 Chair of Meetings

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

|(a) | the chair of the board, if any;                                                                          
|--- | ---------------------------------------------------------------------------------------------------------
|    |                                                                                                          
|(b) | in the absence of the chair of the board, the president,
      if any, if the president is a director; or
|    |                                                                                                          
|(c) | any other director chosen by the directors if:                                                           
|    |                                                                                                          
|    | (i)                                                                                                      
|    |                                                                                                          
|    | (ii)                                                                                                     
|    |                                                                                                          
|    | (iii)                                                                                                    

18.4 Meetings by Telephone or Other Communications
Medium

A director may participate in a meeting of the directors or of
any committee of the directors:

|(a) | in person;                                                                                                     
|--- | ---------------------------------------------------------------------------------------------------------------
|    |                                                                                                                
|(b) | by telephone; or                                                                                               
|    |                                                                                                                
|(c) | with the consent of all directors who wish to participate
      in the meeting, by other communications medium;

if all directors participating in the meeting, whether in
person or by telephone or other communications medium, are able to communicate
with each other. A director who participates in a meeting in a manner
contemplated by this Article 18.4 is deemed for all purposes of the Business
Corporations Act and these Articles to be present at the meeting and to have
agreed to participate in that manner.

18.5 Calling of Meetings

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

---

- 30 -

18.6 Notice of Meetings

Other than for meetings held at regular intervals as determined
by the directors pursuant to Article 18.1 or as provided in Article 18.7,
reasonable notice of each meeting of the directors, specifying the place, day
and time of that meeting must be given to each of the directors and the
alternate directors by any method set out in Article 24.1 or orally or by
telephone.

18.7 When Notice Not Required

It is not necessary to give notice of a meeting of the
directors to a director or an alternate director if:

|(a) | the meeting is to be held immediately following a meeting
      of shareholders at which that director was elected or appointed, or is the
      meeting of the directors at which that director is appointed; or
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                  
|(b) | the director or alternate director, as the case may be,
      has waived notice of the meeting.                                                                                                                  

18.8 Meeting Valid Despite Failure to Give Notice

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

18.9 Waiver of Notice of Meetings

Any director or alternate director may send to the Company a
document signed by him or her waiving notice of any past, present or future
meeting or meetings of the directors and may at any time withdraw that waiver
with respect to meetings held after that withdrawal. After sending a waiver with
respect to all future meetings and until that waiver is withdrawn, no notice of
any meeting of the directors need be given to that director or, unless the
director otherwise requires by notice in writing to the Company, to his or her
alternate director, and all meetings of the directors so held are deemed not to
be improperly called or constituted by reason of notice not having been given to
such director or alternate director. Attendance of a director or alternate
director at a meeting of the directors is a waiver of notice of the meeting
unless that director or alternate director attends the meeting for the express
purpose of objecting to the transaction of any business on the grounds that the
meeting is not lawfully called.

18.10 Quorum

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

18.11 Validity of Acts Where Appointment Defective

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

18.12 Consent Resolutions in Writing

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

|(a) | in all cases, if each of the directors entitled to vote
      on the resolution consents to it in writing; or                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                     
|(b) | in the case of a resolution to approve a contract or
      transaction in respect of which a director has disclosed that he or she
      has or may have a disclosable interest, if each of the other directors who
      have not made such a disclosure consents in writing to the
    resolution.

---

- 31 -

A consent in writing under this Article 18.12 may be by any
written instrument, fax, e-mail or any other method of transmitting legibly
recorded messages in which the consent of the director is evidenced, whether or
not the signature of the director is included in the record. A consent in
writing may be in two or more counterparts which together are deemed to
constitute one consent in writing. A resolution of the directors or of any
committee of the directors passed in accordance with this Article 18.12 is
effective on the date stated in the consent in writing or on the latest date
stated on any counterpart and is deemed to be a proceeding at a meeting of the
directors or of the committee of the directors and to be as valid and effective
as if it had been passed at a meeting of the directors or of the committee of
the directors that satisfies all the requirements of the Business
Corporations Act and all the requirements of these Articles relating to
meetings of the directors or of a committee of the directors.

19. EXECUTIVE AND OTHER COMMITTEES

19.1 Appointment and Powers of Executive Committee

The directors may, by resolution, appoint an executive
committee consisting of the director or directors that they consider
appropriate, and during the intervals between meetings of the board of directors
all of the directors powers are delegated to the executive committee, except:

|(a) | the power to fill vacancies in the board of
    directors;                                                   
|--- | -------------------------------------------------------------------------------------------------------------
|    |                                                                                                              
|(b) | the power to remove a director;                                                                              
|    |                                                                                                              
|(c) | the power to change the membership of, or fill vacancies
      in, any committee of the directors; and       
|    |                                                                                                              
|(d) | such other powers, if any, as may be set out in the
      resolution or any subsequent directors
resolution.

19.2 Appointment and Powers of Other Committees

The directors may, by resolution:

|(a) | appoint one or more committees (other than the executive
      committee) consisting of the director or directors that they consider
      appropriate;  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                          
|(b) | delegate to a committee appointed under paragraph (a) any
      of the directors powers, except:                                                        
|    |                                                                                                                                                          
|    | (i)                                                                                                                                                      
|    |                                                                                                                                                          
|    | (ii)                                                                                                                                                     
|    |                                                                                                                                                          
|    | (iii)                                                                                                                                                    
|    |                                                                                                                                                          
|    | (iv)                                                                                                                                                     
|    |                                                                                                                                                          
|(c) | make any delegation referred to in paragraph (b) subject
      to the conditions set out in the resolution or any subsequent directors
      resolution.

19.3 Obligations of Committees

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

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

---

- 32 -

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

19.4 Powers of Board

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

|(a) | revoke or alter the authority given to the committee, or
      override a decision made by the committee, except as to acts done before
      such revocation, alteration or overriding;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                         
|(b) | terminate the appointment of, or change the membership
      of, the committee; and                                                                                                     
|    |                                                                                                                                                                                         
|(c) | fill vacancies in the committee.                                                                                                                                                        

19.5 Committee Meetings

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

|(a) | the committee may meet and adjourn as it thinks
      proper;                                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                       
|(b) | the committee may elect a chair of its meetings but, if
      no chair of a meeting is elected, or if at a meeting the chair of the
      meeting is not present within 15 minutes after the time set for holding
      the meeting, the directors present who are members of the committee may
      choose one of their number to chair the meeting;
|    |                                                                                                                                                                                                                                                                                                                                                       
|(c) | a majority of the members of the committee constitutes a
      quorum of the committee; and                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                       
|(d) | questions arising at any meeting of the committee are
      determined by a majority of votes of the members present, and in the case
      of an equality of votes, the chair of the meeting does not have a second
      or casting vote.                                                                                                           

20. OFFICERS

20.1 Directors May Appoint Officers

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

20.2 Functions, Duties and Powers of Officers

The directors may, for each officer:

|(a) | determine the functions and duties of the
  officer;                                                                                                                      
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                           
|(b) | delegate to the officer any of the powers exercisable by
      the directors on such terms and conditions and with such restrictions as
      the directors think fit; and
|    |                                                                                                                                                                           
|(c) | revoke, withdraw, alter or vary all or any of the
      functions, duties and powers of the officer.                                                                      

20.3 Qualifications

No officer may be appointed unless that officer is qualified in
accordance with the Business Corporations Act. One person may hold more
than one position as an officer of the Company. Any person appointed as

---

- 33 -

the chair of the board or as a managing director must be a
director. Any other officer need not be a director.

20.4 Remuneration and Terms of Appointment

All appointments of officers are to be made on the terms and
conditions and at the remuneration (whether by way of salary, fee, commission,
participation in profits or otherwise) that the directors think fit and are
subject to termination at the pleasure of the directors, and an officer may in
addition to such remuneration be entitled to receive, after he or she ceases to
hold such office or leaves the employment of the Company, a pension or gratuity.

21. INDEMNIFICATION

21.1 Definitions

In this Article 21:

|(a) | eligible penalty means a judgment, penalty or fine
      awarded or imposed in, or an amount paid in settlement of, an eligible
      proceeding;                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(b) | eligible proceeding means a legal proceeding or
      investigative action, whether current, threatened, pending or completed,
      in which a director, former director or alternate director of the Company
      (an eligible party) or any of the heirs and legal personal
      representatives of the eligible party, by reason of the eligible party
      being or having been a director or alternate director of the
    Company:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(c) | expenses has the meaning set out in the Business
      Corporations Act.                                                                                                                                                                                                                                                                                                                                                                      

21.2 Mandatory Indemnification of Directors

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

21.3 Permitted Indemnification

Subject to any restrictions in the Business Corporations
Act, the Company may indemnify any person.

21.4 Non-Compliance withBusiness Corporations
Act

The failure of a director, alternate director or officer of the
Company to comply with the Business Corporations Act or these Articles
or, if applicable, any former Companies Act or former Articles, does not
invalidate any indemnity to which he or she is entitled under this Article
21.

---

- 34 -

21.5 Company May Purchase Insurance

The Company may purchase and maintain insurance for the benefit
of any person (or his or her heirs or legal personal representatives) who:

|(a) | is or was a director, alternate director, officer,
      employee or agent of the Company;                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                             
|(b) | is or was a director, alternate director, officer,
      employee or agent of a corporation at a time when the corporation is or
      was an affiliate of the Company;                                     
|    |                                                                                                                                                                                                             
|(c) | at the request of the Company, is or was a director,
      alternate director, officer, employee or agent of a corporation or of a
      partnership, trust, joint venture or other unincorporated
entity;  
|    |                                                                                                                                                                                                             
|(d) | at the request of the Company, holds or held a position
      equivalent to that of a director, alternate director or officer of a
      partnership, trust, joint venture or other unincorporated
  entity;

against any liability incurred by him or her as such director,
alternate director, officer, employee or agent or person who holds or held such
equivalent position.

22. DIVIDENDS

22.1 Payment of Dividends Subject to Special Rights

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

22.2 Declaration of Dividends

Subject to the Business Corporations Act, the directors
may from time to time declare and authorize payment of such dividends as they
may consider appropriate.

22.3 No Notice Required

The directors need not give notice to any shareholder of any
declaration under Article 22.2.

22.4 Record Date

The directors may set a date as the record date for the purpose
of determining shareholders entitled to receive payment of a dividend. The
record date must not precede the date on which the dividend is to be paid by
more than two months. If no record date is set, the record date is 5 p.m. on the
date on which the directors pass the resolution declaring the dividend.

22.5 Manner of Paying Dividend

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

22.6 Settlement of Difficulties

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

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

---

- 35 -

|(b) | determine that money in substitution for all or any part
      of the specific assets to which any shareholders are entitled may be paid
      to any shareholders on the basis of the value so fixed in order to adjust
      the rights of all parties; and
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                              
|(c) | vest any such specific assets in trustees for the persons
      entitled to the dividend.                                                                                                                                                                    

22.7 When Dividend Payable

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

22.8 Dividends to be Paid in Accordance with Number of
Shares

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

22.9 Receipt by Joint Shareholders

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

22.10 Dividend Bears No Interest

No dividend bears interest against the Company.

22.11 Fractional Dividends

If a dividend to which a shareholder is entitled includes a
fraction of the smallest monetary unit of the currency of the dividend, that
fraction may be disregarded in making payment of the dividend and that payment
represents full payment of the dividend.

22.12 Payment of Dividends

Any dividend or other distribution payable in money in respect
of shares may be paid by cheque, made payable to the order of the person to whom
it is sent, and mailed to the registered address of the shareholder, or in the
case of joint shareholders, to the registered address of the joint shareholder
who is first named on the central securities register, or to the person and to
the address the shareholder or joint shareholders may direct in writing. The
mailing of such cheque will, to the extent of the sum represented by the cheque
(plus the amount of the tax required by law to be deducted), discharge all
liability for the dividend unless such cheque is not paid on presentation or the
amount of tax so deducted is not paid to the appropriate taxing authority.

22.13 Capitalization of Retained Earnings or Surplus

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

23. ACCOUNTING RECORDS AND AUDITOR

23.1 Recording of Financial Affairs

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

---

- 36 -

23.2 23.2 Inspection of Accounting Records

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

23.3 Remuneration of Auditor

The directors may set the remuneration of the auditor of the
Company.

24. NOTICES

24.1 Method of Giving Notice

Unless the Business Corporations Act or these Articles
provide otherwise, a notice, statement, report or other record required or
permitted by the Business Corporations Act or these Articles to be sent
by or to a person may be sent by any one of the following methods:

|(a) | mail addressed to the person at the applicable address
      for that person as follows:                                                                                                                                      
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                               
|    | (i)                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                               
|    | (ii)                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                               
|    | (iii)                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                               
|(b) | delivery at the applicable address for that person as
      follows, addressed to the person:                                                                                                                                 
|    |                                                                                                                                                                                                                               
|    | (i)                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                               
|    | (ii)                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                               
|    | (iii)                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                               
|(c) | unless the intended recipient is the auditor of the
      Company, sending the record by fax to the fax number provided by the
      intended recipient for the sending of that record or records of that
      class;        
|    |                                                                                                                                                                                                                               
|(d) | unless the intended recipient is the auditor of the
      Company, sending the record by e-mail to the e- mail address provided by
      the intended recipient for the sending of that record or records of that
      class;
|    |                                                                                                                                                                                                                               
|(e) | physical delivery to the intended
  recipient.                                                                                                                                                                                

24.2 Deemed Receipt

A notice, statement, report or other record that is:

|(a) | mailed to a person by ordinary mail to the applicable
      address for that person referred to in Article 24.1 is deemed to be
      received by the person to whom it was mailed on the day (Saturdays,
      Sundays and holidays excepted) following the date of mailing;
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                              
|(b) | faxed to a person to the fax number provided by that
      person referred to in Article 24.1 is deemed to be received by the person
      to whom it was faxed on the day it was faxed;
and                                                                                 

---

- 37 -

|(c) | e-mailed to a person to the e-mail address provided by
      that person referred to in Article 24.1 is deemed to be received by the
      person to whom it was e-mailed on the day it was
  e-mailed.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

24.3 Certificate of Sending

A certificate signed by the secretary, if any, or other officer
of the Company or of any other corporation acting in that capacity on behalf of
the Company stating that a notice, statement, report or other record was sent in
accordance with Article 24.1 is conclusive evidence of that fact.

24.4 Notice to Joint Shareholders

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

24.5 Notice to Legal Personal Representatives and
Trustees

A notice, statement, report or other record may be provided by
the Company to the persons entitled to a share in consequence of the death,
bankruptcy or incapacity of a shareholder by:

|(a) | mailing the record, addressed to them:                                                                                                                                                                                            
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                   
|    | (i)                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                   
|    | (ii)                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                   
|(b) | if an address referred to in paragraph (a)(ii) has not
      been supplied to the Company, by giving the notice in a manner in which it
      might have been given if the death, bankruptcy or incapacity had not
      occurred.

24.6 Undelivered Notices

If on two consecutive occasions, a notice, statement, report or
other record is sent to a shareholder pursuant to Article 24.1 and on each of
those occasions any such record is returned because the shareholder cannot be
located, the Company shall not be required to send any further records to the
shareholder until the shareholder informs the Company in writing of his or her
new address.

25. SEAL

25.1 Who May Attest Seal

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

|(a) | any two directors;                                                                           
|--- | ---------------------------------------------------------------------------------------------
|    |                                                                                              
|(b) | any officer, together with any director;                                                     
|    |                                                                                              
|(c) | if the Company only has one director, that director;
      or                                
|    |                                                                                              
|(d) | any one or more directors or officers or persons as may
      be determined by the directors.

---

- 38 -

25.2 Sealing Copies

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

25.3 Mechanical Reproduction of Seal

The directors may authorize the seal to be impressed by third
parties on share certificates or bonds, debentures or other securities of the
Company as they may determine appropriate from time to time. To enable the seal
to be impressed on any share certificates or bonds, debentures or other
securities of the Company, whether in definitive or interim form, on which
facsimiles of any of the signatures of the directors or officers of the Company
are, in accordance with the Business Corporations Act or these Articles,
printed or otherwise mechanically reproduced, there may be delivered to the
person employed to engrave, lithograph or print such definitive or interim share
certificates or bonds, debentures or other securities one or more unmounted dies
reproducing the seal and such persons as are authorized under Article 25.1 to
attest the Companys seal may in writing authorize such person to cause the seal
to be impressed on such definitive or interim share certificates or bonds,
debentures or other securities by the use of such dies. Share certificates or
bonds, debentures or other securities to which the seal has been so impressed
are for all purposes deemed to be under and to bear the seal impressed on
them.

26. PROHIBITIONS

26.1 Definitions

In this Part 26:

|(a) | securityhas the meaning assigned in the
      Securities Act(British Columbia);
|--- | ---------------------------------------------------------------------------------
|    |                                                                                  
|(b) | transfer restricted securitymeans:                                             
|    |                                                                                  
|    | (i)                                                                              
|    |                                                                                  
|    | (ii)                                                                             
|    |                                                                                  
|    | (iii)                                                                            

26.2 Application

Article 26.3 does not apply to the Company if and for so long
as it is a public company or a pre-existing reporting company which has the
Statutory Reporting Company Provisions as part of these Articles or to which the
Statutory Reporting Company Provisions apply.

26.3 Consent Required for Transfer of Shares or Transfer
Restricted Securities

No share or other transfer restricted security may be sold,
transferred or otherwise disposed of without the consent of the directors and
the directors are not required to give any reason for refusing to consent to any
such sale, transfer or other disposition.

---

- 39 -

Full name and signature of each Incorporator
    Date of SigningPaul F.
      Saxton
    February 18, 2009(Signature of
      Incorporator)_________________{Name of Incorporator}


---