<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                  ARTICLES OF

                           MILLENNIUM RESOURCES INC.

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART    ARTICLE              SUBJECT
<S>     <C>                  <C>
1       INTERPRETATION

        1.1      Definition
        1.2      Construction of Words
        1.3      Construction of Words
        1.4      Company Act Definitions Applicable
        1.5      Interpretation Act Rules of Construction Apply

2       SHARES AND SHARE CERTIFICATES

        2.1      Member entitled to Certificate
        2.2      Replacement of Lost or Defaced Certificate
        2.3      Recognition of Trusts
        2.4      Execution of Certificates
        2.5      Assistance for Purchase of Company's Shares or Debt Obligations
        2.6      Form of Certificate
        2.7      Delivery to Joint Holders
        2.8      Warrants and Options to Purchase Shares

3       ISSUE OF SHARES

        3.1      Directors Authorized
        3.2      Commissions and Brokerage
        3.3      Conditions of Issue
</TABLE>

<PAGE>

                                        2

<TABLE>
<CAPTION>
PART    ARTICLE                 SUBJECT
<S>     <C>                     <C>
4       REGISTERS

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

5       TRANSFER AND TRANSMISSION OF SHARES

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

6       ALTERATION OF CAPITAL

        6.1      Ordinary Resolution Required
        6.2      Other Capital Alterations
        6.3      Creation, Variation and Abrogation of Special Rights and Restrictions
        6.4      Consent of Class Required
        6.5      Articles Apply to New Capital

7       PURCHASE OF SHARES

        7.1      Company Authorized to Purchase or Redeem its Shares
        7.2      Redemption of Shares
        7.3      Redemption of Shares
</TABLE>

<PAGE>

                                       3

<TABLE>
<CAPTION>
PART    ARTICLE              SUBJECT
<S>     <C>                  <C>
8       BORROWING POWERS

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

9       GENERAL MEETINGS

        9.1      Annual General Meetings
        9.2      Waiver of Annual General Meeting
        9.3      Calling of Meetings
        9.4      Notice of General Meetings
        9.5      Waiver of Notice

10      PROCEEDINGS AT GENERAL MEETINGS

        10.1     Quorum
        10.2     Lack of Quorum
        10.3     Chairman
        10.4     Alternate Director
        10.5     Adjournments
        10.6     Decisions by Show of Hands or Poll
        10.7     Resolution Need Not be Seconded
        10.8     Chairman Shall Not Have Casting or Second Vote
        10.9     Manner of Taking Poll
        10.10    Casting Votes
        10.11    Demand for Poll not to Prevent Continuance of Meeting
        10.12    Retention of Ballots Cast on a Poll
</TABLE>

<PAGE>

                                        4

<TABLE>
<CAPTION>
PART    ARTICLE              SUBJECT
<S>     <C>                  <C>
11      VOTES OF MEMBERS

        11.1     Number of Votes Per Share or Member
        11.2     Votes of Persons in Representative Capacity
        11.3     Representative of a Corporate Member
        11.4     Votes by Joint Holders
        11.5     Votes by Committee for a Member
        11.6     Appointment of Proxyholders
        11.7     Execution of Form of Proxy
        11.8     Deposit of Proxy
        11.9     Form of Proxy
        11.10    Validity of Proxy Vote
        11.11    Revocation of Proxy
        11.12    Registrant to Prove Beneficial Ownership
        11.13    Provisions of this Part Applicable to Class Meetings

12      DIRECTORS

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

13      ELECTION AND REMOVAL OF DIRECTORS

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

<PAGE>

                                       5

<TABLE>
<CAPTION>
PART    ARTICLE              SUBJECT
<S>     <C>                  <C>
14      POWERS AND DUTIES OF DIRECTORS

        14.1     Management of Affairs and Business
        14.2     Appointment of Attorney

15      DISCLOSURE OF INTEREST OF DIRECTORS

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

16      PROCEEDINGS OF DIRECTORS

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

17      EXECUTIVE AND OTHER COMMITTEES

        17.1     Appointment of Executive Committee
        17.2     Appointment of Committees
        17.3     Procedure at Meetings
</TABLE>

<PAGE>

                                        6

<TABLE>
<CAPTION>
PART  ARTICLE              SUBJECT
<S>   <C>                  <C>
18    OFFICERS

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

19    INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS AND EMPLOYEES

      19.1         Indemnification of Directors
      19.2         Indemnification of Officers, Employees, Agents
      19.3         Indemnification not Invalidated by Non-compliance
      19.4         Company May Purchase Insurance

20    DIVIDENDS AND RESERVES

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

21    DOCUMENTS, RECORDS AND REPORTS

      21.1         Documents to be Kept
      21.2         Accounts to be Kept
      21.3         Inspection of Accounts
      21.4 & 21.5  Financial Statements and Reports
</TABLE>

<PAGE>

                                        7

<TABLE>
<CAPTION>
PART  ARTICLE              SUBJECT
<S>   <C>                  <C>
22    NOTICES

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

23    RECORD DATES.

      23.1         Record Date
      23.2         No Closure of Register of Members

24    SEAL

      24.1         Affixation of Seal to Documents
      24.2         Mechanical Reproduction of Signatures
      24.3         Official Seal for Other Jurisdiction

25    DEATH OF SOLE DIRECTOR AND MEMBER

      25.1         Sole Member and Director to Designate Successor
      25.2         General Meeting to be Called to Elect Directors if Sole Director Dies Without Successor
      25.3         Articles Apply Where There is More Than One Director and Member
      25.4         Election of Successor not Invalidated by Omission to Give Notice of Meeting

26    PROHIBITIONS

      26.1         No Securities to be Offered to the Public
      26.2         Restrictions on Transfers of Shares
</TABLE>

<PAGE>

                          PROVINCE OF BRITISH COLUMBIA

                                  "COMPANY ACT"
                                    ARTICLES
                                      -of -

                            MILLENIUM RESCURCES INC .

                             PART 1 - INTERPRETATION

1.1               In these Articles, unless the context otherwise requires:

         (a)      "Board of Directors" or "Board" means the Directors of the
                  Company for the time being;

         (b)      "The Act" means the Company Act of the Province of British
                  Columbia from time to time in force and all amendments thereto
                  and includes all regulations and amendments thereto maC1e
                  pursuant to that Act;

         (c)      "Directors" means the Directors of the Company for the time
                  being;

         (d)      "month" means calendar month;

         (e)      "Ordinary resolution" has the meaning assigned thereto by The
                  Act;

         (f)      "register" means the register of members to be kept pursuant
                  to The Act;

         (g)      "registered address" of a member shall be his address as
                  recorded in the register;

         (h)      "registered address" of a Director means his address as
                  recorded in the Company's register of Directors to be kept
                  pursuant to The Act;

         (i)      "seal" means the common seal of the Company, if the Company
                  has one;

         (j)      "special resolution" has the meaning assigned thereto by The
                  Act.

<PAGE>

                                        2

         (k)      "Registrar" means the Registrar of Companies for the Province
                  of British Columbia appointed pursuant to The Act;

         (l)      "registrar" means the registrar of the Company's shares
                  appointed pursuant to Part 4 of these Articles.

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

1.3               Words importing the singular include the plural and vice
versa; and words importing a male person include a female person and a
corporation.

1.4               The definitions in The Act shall with the necessary changes
and so far as applicable apply to these Articles.

1.5               The regulations contained in Table A in the First Schedule to
The Act shall not apply to the Company.

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

                     PART 2 - SHARES AND SHARE CERTIFICATES

2.1               Every member is entitled, without charge, to one certificate
representing the share or shares of each class held by him or upon paying a sum
not exceeding the amount permitted by The Act, as the Directors may from time to
time determine, or several certificates each for one or more of those shares;
provided that, in respect of a share or shares held jointly by several persons,
the Company shall not be bound to issue more than one certificate, and delivery
of a certificate for a share to one of several joint holders or to his duly
authorized agent shall be sufficient delivery to all; and provided further that
the Company shall not be bound to issue certificates representing redeemable
shares, if the shares are to be redeemed within one month of the date on which
they were allotted. Any share certificate may be sent through the post by
registered prepaid mail to the member entitled thereto at his registered
address, and the Company shall not be liable for any loss occasioned to the
member as a result of any share certificate sent being lost in the post or
stolen.

2.2               If a share certificate:

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

<PAGE>

                                        3

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

         (c)      represents more than one share and the registered owner
                  thereof surrenders it to the Company with a written request
                  that the Company issue registered in his name two or more
                  certificates each representing a specified number of shares
                  and in the aggregate representing the same number of shares as
                  the certificate surrendered, the Company shall cancel the
                  certificate surrendered and issue in place thereof
                  certificates in accordance with the request.

A sum, if any, not exceeding that permitted by The Act, as the Directors may
from time to time fix, shall be paid to the Company for each certificate issued
under this Article.

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

2.4               Every share certificate shall be signed manually by at least
one Officer or Director of the Company, or by or on behalf of a registrar,
branch registrar, transfer agent or branch transfer agent of the Company and any
additional signatures may be printed or otherwise mechanically reproduced and a
certificate signed in either of those fashions shall be as valid as if signed
manually, notwithstanding that any person whose signature is printed or
mechanically reproduced on a share certificate has ceased to hold the office
that he is stated on the certificate to hold at the date of the issue of a share
certificate.

2.5               Save as provided by The Act, the Company shall not give
financial assistance by means of a loan, guarantee, the provision of security or
otherwise for the purpose of or in connection with the purchase of or
subscription by any person for shares or debt obligations issued by the Company
or an affiliate of, the Company or upon the security, in whole or in part, of a
pledge or other charge upon the shares or debt obligations issued by the Company
or an affiliate of the Company.

2.6               Every share certificate issued by the Company shall be in a
form as the Directors approve and shall comply with The Act.
<PAGE>

                                       4

2.7               The certificates for shares registered in the name of two or
..more persons shall be delivered to the person first named on the register.

2.8               The Company may issue warrants and options for the purchase of
shares on terms and conditions and for consideration as the Directors' may
determine; and the Company may pay a commission to any person in consideration
of his purchasing or procuring the purchase of a warrant or option.

                           PART 3 - ISSUE OF SHARES

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

3.2               The Directors on behalf of the Company may pay a commission or
allow a discount to any person in consideration of his subscribing or .agreeing
to subscribe, whether absolutely or conditionally, for any shares with a par
value in the Company, or procuring or agreeing to procure subscriptions, whether
absolutely or conditionally, for any shares provided that the rate of the
commission or discount shall not in the aggregate exceed 25% of the subscription
price of the shares, or an amount equivalent to the percentage. The Company may
also pay brokerage as may be lawful.

3.3               No share may be issued until it is fully paid by the receipt
by the Company of the full consideration therefor in cash, property or past
services actually performed for the Company. A document evidencing indebtedness
of the person to whom the shares are allotted is not property for the purposes
of this Article. The value of property and services for the purposes of this
Article shall be the value determined by the Directors by resolution to be, in
all circumstances of the transaction, the fair market value thereof.

                           PART 4 - REGISTERS

4.1               The Company shall keep or cause to be kept a register of
members, a register of transfers and a register of allotments within British
Columbia, all as required by The Act, and may combine one or more of such
registers. If the Company's capital shall consist of more than one class of
shares, a separate register of members, register of transfers and register of
allotments may be kept in respect of each class of shares. The Directors on
<PAGE>

                                        5

behalf of the Company may appoint a trust company to keep the register of
members, register of transfers and register of allotments or, if there is more
than one class of shares, the Directors may appoint a trust company, which need
not be the same trust company, to keep the register of members, the register of
transfers and the register of allotments for each class of share. The Directors
on behalf of the Company may also appoint one or more trust companies, including
the trust company which keeps the said registers of its shares or of a class
thereof, as transfer agent for its shares or such class thereof, as the case may
be, and the same or another trust company or companies as registrar for its
shares or such class thereof, as the case may be. The Directors may terminate
the appointment of any trust company at any times and may appoint another trust
company in its place.

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

4.3               The Company shall not at any time close its register of
members save and except as permitted by The Act.

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

                   PART 5- TRANSFER AND TRANSMISSION OF SHARES

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

5.2               The signature of the registered owner of any shares, or of his
duly authorized attorney, upon an authorized instrument of transfer shall
constitute a complete and sufficient authority to the Company, its Directors,
Officers and agents to register, in the name of the transferee as named in the
instrument of transfer, the number of shares specified or, if no number

<PAGE>

                                        6

is specified, all the shares of the registered owner represented by share
certificates deposited with the instrument of transfer. If no transferee is
named in the instrument of transfer, the instrument of transfer shall constitute
a complete and sufficient authority to the Company, its Directors, Officers and
agents to register, in the name of the person in whose behalf any certificate
for the shares to be transferred is deposited with the Company for the purpose
of having the transfer registered, the number of shares specified in the
instrument of transfer or, if no number is specified, all the shares represented
by all share certificates deposited with the instrument of transfer.

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

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

5.5               There shall be paid to the Company in respect of the
registration of any transfer a sum, if any, as the Directors may from time to
time determine, not exceeding that permitted by The Act.

5.6               In the case of the death of a member, the survivor or
survivors where the deceased was a joint registered holder, and the legal
personal representative of the deceased where he was the sole holder, shall be
the only persons recognized by he Company as having any title to his interest in
the shares. Before recognizing any legal personal representative the Directors
may require him to deliver to the Company the original or a court-certified copy
of a Grant of probate or Letters of Administration in British Columbia or other
evidence and documents as the Directors consider appropriate in order to
establish the right of the personal representative to the title to the interest
in the shares of the deceased member.

<PAGE>

                                        7

5.7               Upon the death or bankruptcy of a member, his personal
representative or trustee in bankruptcy, although not a member, shall have the
same rights, privileges and obligations that attach to the shares formerly held
by the deceased or bankrupt member if the documents required by The Act and
these Articles shall have been deposited with the Company. This Article does not
apply on the death of a member with respect to shares registered in his name and
the name of another person in joint tenancy.

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

                         PART 6 - ALTERATION OF CAPITAL

6.1               The Company may by either special or ordinary resolution filed
with the Registrar amend its Memorandum to increase the share capital of the
Company by:

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

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

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

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

6.3               The Company may alter its Memorandum or these Articles:

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

<PAGE>

                                        8

         (b)      by special resolution and by otherwise complying with any
                  applicable provision of its Memorandum or these Articles, to
                  vary or abrogate any special rights and restrictions attached
                  to any shares and in each case by filing a certified copy, of
                  the resolution with the Registrar but no right or special
                  right attached to any issued shares shall be prejudiced or
                  interfered with unless all members holding shares of each
                  class whose right or special right is prejudiced or interfered
                  with consent thereto in writing, or unless a resolution
                  consenting is passed at a separate class meeting of the
                  holders of the shares of each class by a majority of
                  three-fourths, or such greater majority as may be specified by
                  the special rights attached to the class of shares, of the
                  issued shares of the class.

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

6.5               Except as otherwise provided by conditions imposed at the time
of creation of any new shares or by these Articles, any addition to the
authorized capital resulting from the creation of new shares shall be subject
..to the provisions of these Articles.

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

                   PART 7 - PURCHASE AND REDEMPTION OF SHARES

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

<PAGE>

                                        9

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

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

                            PART 8 - BORROWING POWERS

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

         (a)      borrow money in a manner and amount, on any security, from any
                  source and upon any terms and conditions;

         (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

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

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

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

<PAGE>

                                       10

8.4               If the Company is or becomes a reporting company, the Company
shall keep or cause to be kept a register of its indebtedness to every Director
or Officer of the Company or an associate of any of them in accordance with the
provisions of The Act.

                            PART 9- GENERAL MEETINGS

9.1               Subject to Article 9.2 and to The Act, the first annual
general meeting shall be held within 15 months from the date of incorporation
and the following annual general meetings shall be held once in every calendar
year at a time, not being more than 13 months after the holding of the last
preceding annual general meeting, and at a place as the Directors shall appoint.
In default of the meeting being held the meeting shall be called by any two
members in the same manner as nearly as possible as that in which meetings are
to be called by the Directors.

9.2               If the Company is not a reporting company and if all members
entitled to attend and vote at the annual general meeting of the Company consent
in writing each year to the business required to be transacted at the annual
general meeting, that business shall be as valid as if transacted at an annual
general meeting duly convened and held and, it is not necessary for the Company
to hold an annual general meeting that year.

9.3               The Directors .may, whenever they think fit, convene a general
meeting. A general meeting, if requisitioned in accordance with The Act, shall
be convened by the Directors or, if not convened by the Directors, may be
convened by the requisitionists as provided in The Act.

9.4               Not less than 21 days notice of any general meeting specifying
the time and place of meeting and in case of special business, the general
nature of that business shall be given in the manner mentioned in Article 22, or
in such other manner, if any, as may be prescribed by ordinary resolution
whether previous notice has been given or not, to any person as may by law or
under these Articles or other regulations of the Company entitled to receive the
notice from the Company. But the accidental omission to give notice of any
meeting to, or the non-receipt of any notice, by any person shall not invalidate
any proceedings at that meeting.

9.5               Persons entitled to notice of a general meeting may waive or
reduce the period of notice covening the meeting, by unanimous consent in
writing, and may give such waiver before, during or after the meeting.

<PAGE>

                                       11

                    PART 10 -PROCEEDINGS AT GENERAL MEETINGS

10.1              Subject to article 10.2, a quorum shall be one member, or one
proxyholder representing members, holding not less than one-twentieth of of
issued shares entitled to be voted that meeting. If there is only one member of
the Company, the quorum is one person present and being, or representing by
proxy, such member .

10.2              If within one-half hour from the time appointed for a meeting
a quorum is not present, the meeting, if convened by requisition of the members,
shall be dissolved. In any other case it shall stand adjourned to the same day
in the next week at a time and place determined by the Board of Directors. If at
the adjourned meeting a quorum is not present within one-half hour from the time
appointed, the members present shall be a quorum.

10.3              The Chairman of the Board, if any, or in his absence, the
President of the Company, or their appointee, if approved by the shareholders,
shall be entitled to preside as Chairman at every general meeting of the
Company.

10.4              If at any meeting neither the Chairman of the Board, if any,
nor the President is present within fifteen minutes after the time appointed for
holding the meeting or is willing to act as Chairman, the Directors present
shall choose someone to be Chairman. If no Director be present or if all the
Directors present decline to take the chair or shall fail to choose, the members
present shall choose one of their number to be Chairman.

10.5              The Chairman of the meeting may, with the consent of any
meeting at which a quorum is present and shall if so directed by the meeting,
adjourn the meeting from time to time and from place to place, but no business
shall be transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place. When a meeting
is adjourned for 30 days or more, seven days' notice of the adjourned meeting
shall be given, otherwise notice is not required.

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

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                                       12

10.7              No resolution proposed at a meeting need be seconded and the
Chairman of any meeting (provided he is entitled to vote) shall be entitled to
move or second a resolution, without the necessity of relinquishing the chair.

10.8              In case of an equality of votes at a general meeting the
Chairman shall not, either on a show of hands or on a poll, have a casting or a
second vote in addition to the vote or votes to which he may be entitled as a
member.

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

10.10             A member entitled to more than one vote need not, if he votes,
use all his votes or cast all the votes he uses in the same way.

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

10.12             Every ballot cast upon a poll, and every proxy appointing a
proxyholder who cast a ballot upon a poll, shall be retained by the Secretary
for at least three months and be subject to inspection as The Act may provide.

                           PART 11 - VOTES OF MEMBERS

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

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                                       13

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

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

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

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

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

<PAGE>

                                       14

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

         (a)      the Company is at the time a reporting company; or

         (b)      the member appointing the proxyholder is a corporation; or

         (c)      the Company shall have at the time only one member; or

         (d)      the persons present in person or by proxy and entitled to vote
                  at the meeting by resolution permit the proxyholder to attend
                  and vote; for the purpose of the resolution, the proxyholder
                  shall be counted in the quorum but shall not be entitled to
                  vote;

and in all other cases, a proxyholder must be a member .

11.8              Unless the directors otherwise determine, the instrument
appointing a proxyholder and the power of attorney or other authority, if any,
under which it is signed or a notarially certified copy shall be deposited at a
place specified for that purpose in the notice convening the meeting not less
than forty-eight hours before the time for holding the meeting at which the
proxyholder proposes to vote, or shall be deposited with the Chairman of the
meeting prior to the commencement of the meeting.

11.9              Unless The Act or any other statute or law which is applicable
to the Company or to any class of its shares requires any other form of proxy, a
proxy, whether for a specified meeting or otherwise, shall be in the form
following, but may also be in any other form that the Directors or the chairman
of the meeting shall approve:

                               (Name of Company)

               The Undersigned, being a member of the above named
              Company, hereby appoints ___________ or failing him
             ________________as proxyholder for the undersigned to
                 attend, act and vote for and on behalf of the
              undersigned at the general meeting of the Company to
                      be held on the _____________ day of
               ___________________and at any adjournment thereof.

               Signed this _________ day of ____________19     .

                             (Signature of Member).

<PAGE>

                                       15

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

11.11             Every proxy may be revoked by an instrument in writing:

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

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

or in any other manner provided by law.

11.12             If and for as long as the Company shall be a reporting company
and before permitting a registrant to vote on a resolution or motion proposed at
a meeting of the Company, the chairman of the meeting may require the registrant
(or his proxyholder, as the case may be) to produce evidence in writing
acceptable to the chairman (in the form of a statutory declaration or otherwise)
that the registrant:

         (a)      is the beneficial owner of the share; or

         (b)      has complied with The Act vis-a-vis the beneficial owner of
                  the share.

11.13             The provision of this Part shall be applicable mutatis
                  mutandis to class meetings.

                               PART 12 -DIRECTORS

12.1              The subscribers to the Memorandum of the Company are the first
Directors. The Directors to succeed the first Directors may be appointed in
writing by a majority of the subscribers to the Memorandum or .at a meeting of
the subscribers, or if not appointed, they shall be elected by the members
entitled to vote on the election of Directors and the number of

<PAGE>

                                       16

Directors shall be the same as the number of Directors appointed or elected. The
number of Directors, excluding additional Directors, may be fixed or changed
from time to time by ordinary resolution, whether previous notice has been given
or not, but the number of Directors shall never be less than one or, if the
company is or becomes a reporting company, less than three.

12.2              The remuneration of the Directors as such may from time to
time be determined by the Directors or, if the Directors shall decide, by the
members. The remuneration may be in addition to any salary or other remuneration
paid to any Officer or employee of the Company as such who is also a Director.
The Directors shall be repaid reasonable travelling, hotel and other expenses as
they incur in and about the business of the Company and if any Director shall
perform any professional or other services for the Company that in the opinion
of the Directors are outside the ordinary duties of a Director or shall
otherwise be specially occupied in or about the Company's business, he may be
paid a remuneration to be fixed by the Board, or, at the option of the Director,
by the Company in general meeting, and the remuneration may be either in
addition to, or in substitution for any other remuneration that he may be
entitled to receive. The Directors on behalf of the Company, unless otherwise
determined by ordinary resolution, may pay a gratuity or pension or allowance on
retirement to any Director who has held any salaried office or place. of profit
with the Company or to his spouse or dependents and may make contributions to
any fund and pay premiums for the purchase or provision of any gratuity, pension
or allowance.

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

                   PART 13 - ELECTION AND REMOVAL OF DIRECTORS

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

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

<PAGE>
                                       17

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

13.4              If, at any general meeting at which an election of Directors
ought to take place, the places of the retiring Directors are not filled up,
those of the retiring Directors as may be requested by the newly elected
Directors shall, if willing, continue in office until further new Directors are
elected at a general meeting specially convened for that purpose or at the
annual general meeting in the next or some subsequent year, unless it is
determined to reduce the number of Directors.

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

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

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

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

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

         (b)      ceases to be qualified to act as a Director pursuant to The
                  Act.

<PAGE>

                                       18

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

PART 14 -POWERS AND DU~ OF DIRECTORS

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

14.2              The Directors may from time to time by power of attorney or
other instrument under the seal, appoint any person to be the attorney of the
Company for purposes, and with powers, authorities and discretions (not
exceeding those vested in or exercisable by the Directors under these Articles
and excepting the powers of the Directors relating to the constitution of the
Board and of any of its committees and the appointment or removal of Officers
and the power to declare dividends) and for a period, with remuneration and
subject to conditions as the Directors may think fit, and any appointment may be
made in favour of any of the Directors or any of the members of the Company or
in favour of any corporation, or of any of the members, Directors, nominees or
managers of any corporation, firm or joint venture and any power of attorney may
contain provisions for the protection or convenience of persons dealing with the
attorney as the Directors may think fit. Any attorney may be authorized by the
Directors to sub-delegate all or any of the powers, authorities and discretions
for the time being vested in him.

                  PART 15-DISCLOSURE OF INTEREST OF DIRECTORS

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

15.2              A Director shall not vote in respect of the approval of any
contract or transaction with the Company in which he is interested and if he
shall do so .his vote shall not be counted, but he shall be counted in the
quorum present at the meeting at which the vote is taken. This Article and
Article 15.1 shall not apply in circumstances where a Director is, under the
provisions of The Act, deemed not to be interested in a proposed contract or
transaction.

<PAGE>

                                       19

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

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

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

                        PART 16 -PROCEEDINGS OF DIRECTORS

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

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

<PAGE>

                                       20

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

16.4              A Director may at any time, and the Secretary, upon the
written request of a Director, shall call a meeting of the Directors. Notice
specifying the time and place of the meeting shall be mailed, postage prepaid,
addressed to each of the Directors at his registered address at least 48 hours
before the time fixed for the meeting or a lesser period as may be reasonable
under the circumstances, or the notice may be given to each Director either
personally or by leaving it at his usual business or residential address or by
telephone, telegram, telex or other method of transmitting visually recorded
messages, at least 48 hours before the time or the lesser period as may be
reasonable under the circumstances. It shall not be necessary to give to any
Director notice of a meeting of Directors immediately following a general
meeting at which the Director has been elected or notice of a meeting of
Directors at which the Director shall have been appointed. Accidental omission
to give notice of a meeting of Directors to, or the non receipt of notice by,
any Director, shall not invalidate the proceedings at that meeting.

16.5              Any Director of the Company may file with the Secretary a
document executed by him waiving notice of any past, present or future meeting
or meetings of the Directors being, or required to have been, sent to him and
may at any time withdraw the waiver with respect to future meetings. After
filing the waiver with respect to future meetings and until the waiver is
withdrawn no notice need be given to the Director and, unless the Director
otherwise requires in writing to the Secretary, to his alternate Director of any
meeting of Directors and all meetings of the Directors held shall be deemed to
be properly called or constituted even though notice was given to the Director
or alternate Director.

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

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

<PAGE>

                                       21

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

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

                    PART 17 - EXECUTIVE AND OTHER COMMITTEES

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

17.2              The Directors may by resolution appoint one or more committees
consisting of a member or members of their body as they think fit and may
delegate to any committee between meetings of the Board those powers of the
Board (except the power to fill vacancies in the Board and the power to change
the membership of or fill vacancies in any committee of the Board and the power
to appoint or remove Officers appointed by the Board) subject to conditions as
may be prescribed in the resolution, and all committees appointed shall keep
regular minutes of their transactions and shall cause them to be recorded in
books kept for that purpose, and shall report

<PAGE>

                                       22

to the Board of Directors as the Board of Directors may from time to time
require. The Directors shall also have power at any time to revoke or override
any authority given to or acts to be done by any committees except as to acts
done before such revocation or overriding and to terminate the appointment or
change the membership of a committee and to fill vacancies in it. Committees may
make rules for the conduct of their business and may appoint assistants as they
deem necessary. A majority of the members of a committee shall constitute a
quorum.

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

                               PART 18 - OFFICERS

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

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

<PAGE>

                                       23

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

                       PART 19 - INDEMNITY AND PROTECTION
                      OF DIRECTORS, OFFICERS AND EMPLOYEES

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

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

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

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

<PAGE>

                                       24

                         PART 20 - DIVIDENDS AND RESERVE

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

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

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

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

20.5              It several persons are registered as joint holders of any
share, anyone of them may give an effective receipt for any dividend, bonus or
other money payable in respect of the share.

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

<PAGE>

                                       25

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

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

                     PART 21 -DOCUMENTS, RECORDS AND REPORTS

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

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

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

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

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

<PAGE>

                                       26

                                PART 22 -NOTICES

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

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

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

22.4              Notice of every general meeting or meeting of members holding
a class of shares shall be given to every member.

                              PART 23- RECORD DATES

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

<PAGE>

                                       27

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

                                  PART 24 -SEAL

24.1              The Directors may provide a seal for the Company and shall
provide for the safe custody of the seal which shall not be affixed to any
instrument except in the presence of a Director or a person or persons as the
Directors may from time to time by resolution appoint and the Director, or
person or persons in whose presence the seal is so affixed to an instrument
shall sign such instrument. For the purpose of certifying under seal true copies
of any document" or resolution the seal may be affixed in the presence of any
Director or Officer .

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

24.3              The Company may have for use in any other province, state,
territory or country an official seal which shall have on its face the name of
the Province, State, Territory or Country where it is to be used.

                   PART 25 - DEATH OF SOLE DIRECTOR AND MEMBER

25.1              In the event that the Company has only one member (exclusive
of the Company, if the Company shall be the owner of issued shares of the
Company), and if the member is the only Director of the Company, then he may
from time to time file at the records office of the Company a notice in writing
designating one or more persons to act as Directors in the event of his death.
The notice shall be accompanied by the written consent of the designated persons
to act as and to be Directors of the Company. Upon the death of the Director
(and provided that at the date of the death no other person is a member of the
Company and no other person is a

<PAGE>

                                       28

Director of the Company), each person designated as a Director as aforesaid
shall be deemed to have been duly elected as a Director of the Company as of the
date of death of such deceased director; provided, however, that the election or
appointment of a person designated as aforesaid shall be invalid and of no
effect in the event of his rescinding his consent to be or to act as a Director
or in the event of his being disqualified from being or acting as a Director.

25.2              In the event that a sole Director fails to appoint a successor
pursuant to Article 25.1 (or having designated a person pursuant to Article 25.1
the person fails or refuses to act as a Director or is otherwise disqualified
from acting as or being a Director), and in the event of the death of the
Director at a time when he is still the sole member of the Company (exclusive of
the Company, if the Company shall be the owner of issued shares of the Company):

(a)      A general meeting of the Company may be convened by:

                  i)       the solicitor or auditor for the Company; or

                  ii)      any person entitled as at the intended date of the
                           meeting to apply for Letters Probate of the last Will
                           of the deceased member (if he died testate); or

                  iii)     the person first entitled as at the intended date of
                           the meeting to apply for Letters of Administration of
                           the estate of the deceased member (whether or not he
                           in fact died intestate);

(b)      Notice of such meeting shall be given no less than twenty-one days
before the intended date of the meeting to:

                  i)       all persons named as beneficiaries in the last will
                           (if any) of the deceased member (whether or not
                           letters probate have been granted in respect of such
                           Will);

                  ii)      all persons who would be entitled to share in the
                           estate of the deceased member if he had died
                           intestate (whether or not he in fact died intestate);

                  iii)     the parent or guardian of any person referred to in
                           i) or ii) above who is an infant as at the intended
                           date of the meeting; and

                  iv)      if any of the persons referred to in i) or ii) above
                           shall be a class of persons whose identity cannot be
                           readily ascertained, then to a solicitor acting on
                           behalf of the class;

<PAGE>

                                       29

(c)      At the general meeting, the persons named in (b) above who are
personally present at the meeting shall be entitled, upon unanimous vote, to
determine the number of Directors of the Company and to elect Directors of the
Company;

(d)      The persons elected Directors of the Company pursuant to this Article
25.2 shall have authority to manage the business of the Company; but, while the
persons are Directors of the Company, they shall not suffer nor permit any of
the following until at least one hundred and twenty days following the
transmission of the shares of the deceased member to his lawful representative
(having Letters Probate or Letters of Administration in British Columbia)
without first obtaining an Order of the Supreme Court of British Columbia
approving the same:

                  i)       the sale, allotment or issuance by the Company of any
                           issued or unissued shares;

                  ii)      the issuance by the Company of any bonds, debentures,
                           warrants or options to purchase shares;

                  iii)     any agreement by the Company to allot or issue
                           shares, debentures, warrants or options to purchase
                           shares (whether issued or unissued);

                  iv)      the purchase or redemption by the Company of any of
                           its shares or any agreement by the Company to
                           purchase or redempt any of its shares;

                  v)       the alteration of the Company's Memorandum or
                           Articles; or

                  vi)      the sale by the Company of the whole or a substantial
                           part of its business or undertaking.

25.3              The provisions of Articles 25.1 and 25.2 shall apply mutatis
mutandis in the event of there being more than one Director and member and in
the event of the death of all members and Directors without other provision
having been made for the appointment of successor Directors.

25.4              The accidental omission to give notice to a person specified
in Article 25.2(b) shall not invalidate the election of Directors pursuant to
Article 25.2(c).

                             PART 26 - PROHIBITIONS

26.1              If the Company is not a reporting company, no shares or debt
obligations issued by the Company shall be offered for sale to the public.

<PAGE>

                                       30

26.2              If the Company is not a reporting company, no shares shall be
transferred without the previous consent of the Directors expressed by a
resolution of the Board and the Directors shall not be required to give any
reason for refusing to consent to any proposed transfer.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------
FULL NAMES, RESIDENT ADDRESS(ES)                      NUMBER AND KIND AND
AND OCCUPATION(S) OF SUBSCRIBER(S)                   CLASS OF SHARES TAKEN
---------------------------------------------------------------------------
<S>                                                  <C>
________________________________
Robert M. Foley                                           One (1) Common
#2204 - 2075 Comox Street
Vancouver, B.C.
Businessman

         TOTAL SHARES TAKEN:                              One (1) Common
---------------------------------------------------------------------------
</TABLE>

Dated at Vancouver, British Columbia this 22nd day of December, 1986.