SCHEDULE "A"
                                    ARTICLES
                                       of
                  QUALITY LEARNING SYSTEMS (INTERNATIONAL) INC.
                                TABLE OF CONTENTS

PART     ARTICLE          SUBJECT

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

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

3     ISSUE  OF  SHARES
     3.1.     Directors  Authorized
     3.2.     Conditions  of  Allotment
     3.3.     Commissions  and  Brokerage
     3.4.     Conditions  of  Issue

4     SHARE  REGISTERS
     4.1.     Registers  of  Members,  Transfers  and  Allotments
     4.2.     Branch  Registers  of  Members
     4.3.     No  Closing  of  Register  of  Members

5     TRANSFER  AND  TRANSMISSION  OF  SHARES
     5.1.     Transfer  of  Shares
     5.2.     Execution  of  Instrument  of  Transfer
     5.3.     Enquiry  as  to  Title  not  Required
     5.4.     Submission  of  Instruments  of  Transfer
     5.5.     Transfer  Fee
     5.6.     Personal  Representative  Recognized  on  Death
     5.7.     Death  or  Bankruptcy

<PAGE>

6     ALTERATION  OF  CAPITAL

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

7     PURCHASE  AND  REDEMPTION  OF  SHARES

     7.1.     Authorized  to  Purchase  or  Redeem  its  Shares
     7.2.  &  7.3.     Redemption  of  Shares

8     BORROWING  POWERS

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

9     GENERAL  MEETINGS

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

10     PROCEEDINGS  AT  GENERAL  MEETINGS

     10.1.     Special  Business
     10.2.     Requirement  of  Quorum
     10.3.     Quorum
     10.4.     Lack  of  Quorum
     10.5.     Chairman
     10.6.     Alternate  Chairman
     10.7.     Adjournments
     10.8.     Motion  Proposed  or  Seconded  by  Chairman
     10.9.     Decisions  by  Show  of  Hands  or  Poll

<PAGE>

     10.10.     Casting  Vote
     10.11.     Manner  of  Taking  Poll
     10.12.     Retention  of  Ballots  Cast  on  a  Poll
     10.13.     Casting  of  Votes
     10.14.     Ordinary  Resolution  Sufficient

11     VOTES  OF  MEMBERS

     11.1.     Number  of  Votes  Per  Share  of  Member
     11.2.     Votes  of  Persons  in  Representative  Capacity
     11.3.     Representative  of  a  Corporate  Member
     11.4.     Votes  by  Joint  Holders
     11.5.     Vote  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

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  Meetings
     13.2.     Eligibility  of  Retiring  Director
     13-3.     Continuance  of  Directors
     13.4.     Election  of  Less  than  Required  Number  of  Directors
     13.5.     Filling  a  Casual  Vacancy
     13.6.     Additional  Directors
     13.7.     Alternate  Directors
     13.8.     Termination  of  Directorship
     13.9.     Removal  of  Directors

14     POWERS  AND  DUTIES  OF  DIRECTORS

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

<PAGE>
15     DISCLOSURE  OF  INTEREST  OF  DIRECTORS

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

16     PROCEEDINGS  OF  DIRECTORS

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

17     EXECUTIVE  AND  OTHER  COMMITTEES

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

18     OFFICERS

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

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

<PAGE>

     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

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  Jurisdictions

<PAGE>

                          PROVINCE OF BRITISH COLUMBIA
                                   COMPANY ACT
                                    ARTICLES
                                       of
                  QUALITY LEARNING SYSTEMS (INTERNATIONAL) INC.
                                     PART 1

                                 INTERPRETATION

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

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

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

"Memorandum"  means  the  Memorandum  of  the  Company.

"month"  means  calendar  month.

"proxyholder"  means  the  person  duly  nominated  by  the  registered owner to
represent  him at the meeting and includes the duly authorized representative of
a  corporation  which  is  the  registered  owner.

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

"seal"  means  the  common  seal  of  the  Company.

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

          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.

<PAGE>

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

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

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

                                     PART 2

                          SHARES AND SHARE CERTIFICATES

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

          2.2.     If  a  share  certificate

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

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

(iii)     represents  more  than  one  share  and  the  registered owner thereof
surrenders  it  to  the Company with a written request that the Company issue in
his name two or more certificates each representing a specified number of shares
and  in  the aggregate representing the same number of shares as the certificate
so  surrendered,  the  Company  shall  cancel the Certificate so surrendered and
issue  in  lieu  thereof  certificates  in  accordance  with  such  request.
Such  sum  as  the Directors may from time to time fix, but not greater than the
amount  prescribed under the Company Act from time to time, shall be paid to the
Company  for  each  certificate  to  be  issued  under  this  Article.

<PAGE>

          2.3.     Every  share certificate shall he 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,
in  such  event,  a  certificate  so  signed  is as valid as if signed manually,
notwithstanding  that  any  person whose signature is so printed or mechanically
reproduced  shall  have  ceased  to  hold  the  office that he is stated an such
certificate  to  hold  at  the  date  of  the  issue  of  a  share  certificate.

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

                                     PART 3

                                 ISSUE OF SHARES

          3.1.     Subject  to  these  Articles  and  the  Memorandum and to any
direction  to the contrary contained in a resolution passed at a general meeting
authorizing any increase or alteration of capital, the shares shall be under the
control  of  the  Directors  who  may,  subject to the Securities Act and to the
rights  of  the  holders of the shares of the Company for the time being issued,
issue, allot, sell or otherwise dispose of, and/or grant options on or otherwise
deal  in, shares authorized but not outstanding or which, having been previously
issued, have ' been purchased or redeemed by the Company and are available to be
sold  or  reissued at such times, to such persons (including Directors), in such
manner,  upon  such  terms  and  conditions,  and  at  such  price  or  for such
consideration,  as  they,  in  their  absolute  discretion,  may  determine.

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

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

          3.4.     No share may be issued until it is fully paid and the Company
shall  have  received  the full consideration therefor in cash, property or past
services  actually performed for the Company.  The value of property or services
for  the  purpose  of  this  Article  shall  be  an

<PAGE>

amount  set  by resolution of the Directors that is, in all circumstances of the
transaction,  no  greater  than  fair  market  value.

                                     PART 4

                                 SHARE REGISTERS

          4.1.     The  Company  shall  keep  or  cause to be kept a register of
members,  a  register  of  transfers and a register of allotments within British
Columbia,  all  as  required  by the Company Act, and may combine one or more of
such  registers.  If  the Company's capital shall consist of more than one class
or  series of shares, a separate register of members,. register of transfers and
register of allotments may be kept in respect of each class or series of shares.
The  Directors  on  behalf of the Company may appoint a trust company registered
under  the  Trust  Company  Act  to  keep  the  register of members, register of
transfers  and  register  of  allotments  or, if there is more than one class or
series  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 or series 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  or  series  thereof, as transfer agent for its shares or such class or
series  thereof,  as  the case may be, and the same or another trust, company or
companies as registrar for its shares or such class thereof, as the case may be.
The  Directors  may  terminate  the appointment of any such trust company at any
time  and  may  appoint  another  trust  company  in  its  place.

          4.2.     Subject  to the Company Act, the Company may keep or cause to
be kept one or more branch registers of members at such place or places, whether
within  or  outside  the Province of British Columbia, as the Directors may from
time  to  time  determine.

          4.3.     The  Company  shall  not  at  any  time close its register of
members.

                                     PART 5

                       TRANSFER AND TRANSMISSION OF SHARES

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

          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 therein or, if no number
is  specified,  all  the  shares  of  the  registered owner represented by share
certificates

<PAGE>

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

          5.3.     Neither  the  Company  nor  any  Director,  officer  or agent
thereof shall be bound to inquire into the title of the person named in the form
of  transfer  as transferee, or, if no person is named therein as transferee, of
the person on whose behalf the certificate is deposited with the Company for the
purpose  of  having  the  transfer  registered or be liable to any claim by such
registered 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 such 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  branch  transfer  agent  or registrar for registration
together  with  the  share certificate for the shares to be transferred and such
other evidence if any, as the Directors or the transfer agent or branch transfer
agent  or  registrar  or  branch 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
branch  transfer  agent  of  registrar or branch/registrar and any instrument of
transfer,  where the transfer is not registered, shall be returned to the person
depositing  the  same  together with the share certificate which accompanied the
same  when  tendered  for  registration.

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

          5.6.     In  the  case  of  the  death  of  a  member, the survivor or
survivors  where  the  deceased  was  a  joint  registered holder, and the legal
personal  representative  of the deceased where he was the sole holder, shall be
the  only  persons recognized by the Company as having any title to his interest
in  the  shares.  Before  recognizing  any  legal  personal  representative  the
Directors  may  require  him to deliver to the Company the documents required by
the  Company  Act  to be produced by a person applying to effect transmission of
shares  and  such  other  evidence  as the Directors may require of the personal
representative's  appointment,  and of the payment or satisfaction of all taxes,
duties, fees and other similar assessments payable to any governmental authority
in  any  applicable  jurisdiction  with respect to the shares arising out of the
member's  death.

          5.7.     A  guardian,  committee,  trustee,  curator, tutor,, personal
representative  or  trustee  in  bankruptcy  of  a member, although not a member
himself,  shall  have the same rights, privileges and obligations that attach to
the shares held by the member if the documents required by the Company Act to be
produced  by  a person applying to effect transmission of shares shall have been
deposited  with  the  Company together with such other evidence as the Directors
may

<PAGE>

require  of  the person's appointment.  This Article does not apply on the death
of  a  member  with  respect  to  a share registered in his name and the name of
another  person  in  joint  tenancy.

                                     PART 6

                              ALTERATION OF CAPITAL

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

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

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

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

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

          6.3.     The  Company  may  alter  the  Memorandum  or  these Articles

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

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

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

<PAGE>

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

                                     PART 7

                        PURCHASE AND REDEMPTION OF SHARES

          7.1.     Subject  to  the  special rights and restrictions attached to
any  class  or  series  of  shares,  the,  Company  may,, by a resolution of the
Directors  and in compliance with the Company Act, purchase any of its shares at
the price and upon the terms specified in such resolution or redeem any class or
series  of  its  shares  in  accordance with the special rights and restrictions
attaching  thereto.  Unless  the  shares  are  to  be  purchased through a stock
exchange  or  the  Company  is-  purchasing  the  shares from dissenting members
pursuant  to  the  requirements of the Company Act or from an employee or former
employee  of  the Company or of an affiliate of the Company or from his personal
representatives,  the Company shall make its offer to purchase pro rata to every
member  who  holds  shares  of  the  class  or series, as the case may be, to be
purchased.

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

          7.3.     Subject  to  the  provisions  of  the  Company Act and of the
Securities  Act,  any shares purchased or redeemed by the Company may be sold or
if  cancelled,  reissued  by  it,  but,  while  such  shares which have not been
cancelled  are held by the Company, it shall not exercise any vote in respect of
these  shares  and  no  dividend  or/other  distribution  shall  be paid or made
thereon.

                                     PART 8

                                BORROWING POWERS

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

(i)     borrow  money  in  such  manner  and amount, on such security, from such
sources and upon such terms, and conditions as they think fit, and may authorize
the  guaranteeing  of  any  obligations  of  any  other  person,

(ii)     issue  bonds, debentures, and other debt obligations either outright or
as  security for any liability or obligation of the Company or any other person,
and

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

<PAGE>

          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 or election of Directors or otherwise and
may  by their terms be assignable free from any equities between the Company and
the person to whom they were issued or any subsequent holder thereof, all as the
Directors  may  determine.

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

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

          8.5.     If the Company is, or becomes, a company which is 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 and to the extent required by the
Company  Act.

                                     PART 9

                                GENERAL MEETINGS

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

          9.2.     If  the  Company  is,  or  becomes,  a company which is not a
reporting  company  and all the members entitled to attend and vote at an annual
general  meeting  consent  in

<PAGE>

writing to all the business which is required or desired to be transacted at the
meeting,  the  meeting  need  not  be  held.

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

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

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

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

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

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

                                    PART 10

                         PROCEEDINGS AT GENERAL MEETINGS

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

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

(ii)     an  annual  general  meeting, with the exception of the conduct of, and
voting at, such meeting, the consideration of the financial statement and of the

<PAGE>

respective  reports  of the Directors and Auditor, fixing or changing the number
of  directors,  the election of Directors, the appointments of- the Auditor, the
fixing  of  the  remuneration of the Auditor and of the Directors and such other
business  as by these Articles or the Company Act may be transacted at a general
meeting  without prior notice thereof being given to the members or any business
which  is  brought  under  consideration  by  the  report  of  the  Directors.

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

          10.3.     Save  as  herein  otherwise  provided, a quorum shall be two
persons  present  and  being, or representing by proxy, members holding not less
than one-twentieth of the issued shares entitled to be voted at the meeting.  If
there  is  only  one  member  the  quorum  is  one  person present and being, or
representing  by  proxy,  such  member.  The Directors, the Secretary or, in his
absence,  an  Assistant  Secretary,  and  the  solicitor of the Company shall be
entitled to attend at any general meeting but no such person shall be counted in
the  quorum  or  be entitled to vote at any general meeting unless he shall be a
member  or  proxyholder  entitled  to  vote  thereat.

          10.4     If  within half an hour from the time appointed for a general
meeting, a quorum is not present, the meeting, if convened by requisition of the
members,  shall  be dissolved; but otherwise it shall stand adjourned to a place
on  a  date and at a time, to be fixed by the chairman of the meeting before the
adjournment, which shall be not more than two weeks following the date for which
the  meeting was called, or failing such designation then to the same day in the
second  week  following  the  meeting at the same time and place, in either case
without  giving  further  notice.  If at such adjourned meeting, a quorum is not
present  within  half  an  hour  from  the time appointed, the person or persons
present  and  being,  or  representing by proxy, a member or members entitled to
attend  and  vote  at  the  meeting,  shall  be  a  quorum.

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

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

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

<PAGE>

newspaper  in  Vancouver,  British  Columbia,  or  in the city where the meeting
commenced.  Save  as  aforesaid, it shall not be necessary to give any notice of
an  adjourned  meeting  or  of  the  business  to  be transacted at an adjourned
meeting.

          10.8.     The  chairman  may  propose  or  second  a  motion.

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

          10.10.     In  the  case of an equality of votes, whether on a show of
hands or on a poll, the chairman of the meeting at which the show of hands takes
place  or  at  which  the  poll is demanded shall not be entitled to a second or
casting  vote.

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

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

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

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

<PAGE>

                                     PART 11

                                VOTES OF MEMBERS

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

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

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

          11.4.     If a share is registered in the name of two or more persons,
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 to be two or more
persons,  as  the  case  may  be.

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

          11.6.     Every  member,  including  a  member  that is a corporation,
entitled to vote at a general meeting or a class meeting of the Company may,, by
proxy,  appoint a proxyholder as his nominee to attend and act at the meeting in
the  manner,  to the extent and with the power conferred by the proxy.  A member
may  also  appoint  one  or  more alternate proxyholders to act in the place and
stead  of  an  absent  proxyholder.

<PAGE>

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

(i)     the  Company  is  at  the  time  a  reporting  company,  or

(ii)     the  member  appointing  the  proxyholder  is  a  corporation,  or

(iii)     the  Company  shall  have  at  the  time  only  one  member,  or

(iv)     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  such 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  otherwise  ordered by the Directors, a form of proxy
and  the power of attorney or other authority, if any, under which it is signed,
or  a  notarially  certified  copy thereof, shall be deposited at the registered
office  of  the Company, or at such other place as is specified for that purpose
in  the  notice  convening  the  meeting or in the information circular relating
thereto,  not  less  than  48  hours (excluding Saturdays, Sundays and holidays)
before  the time for holding the meeting in respect of which the person named in
the  instrument  is  appointed.  In  addition  to any other method of depositing
proxies  provided  for in these Articles, the Directors may from time to time by
resolution  make  regulations relating to the depositing of proxies at any place
or  places and fixing the time or times for depositing the proxies not exceeding
48  hours  (excluding  Saturdays, Sundays and holidays) preceding the meeting or
adjourned meeting specified in the notice calling a meeting of members or in the
information  circular  relating  thereto  and  providing for particulars of such
proxies  to  be sent to the Company or any agent of the Company in writing or by
letter,  telegram, telex or any method of transmitting legibly recorded messages
so  as  to arrive before the commencement of the meeting or adjourned meeting at
the  office  of  the  Company  or  of any agent of the Company appointed for the
purpose  of  receiving  such particulars and providing that proxies so deposited
may be acted upon as though the proxies themselves were deposited as required by
this Part and votes given in accordance with such regulations shall be valid and
shall  be  counted.

          11.9.     Unless  the Company Act or any other statute or law which is
applicable  to  the Company or to any class or series 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

<PAGE>

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).

          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 such death, incapacity,
revocation  or transfer shall have been received at the registered office of the
Company  or  by  the  chairman of the meeting or adjourned meeting for which the
proxy  was  given  before  the  vote  is  taken.

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

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

(ii)     delivered  either  at the registered 'office of the Company at any time
up  to and including the last business day preceding the day of the meeting., or
any  adjournment thereof at which the proxy is to be used, or to the chairman of
the meeting on the day of the meeting or any adjournment thereof before any vote
in  respect  of  which  the  proxy  is  to  be  used  shall  have  been  taken
or  in  any  other  manner provided by law.  A proxy shall cease to be valid one
year  from  its  date.

                                     PART 12

                                    DIRECTORS

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

          12.2.     The  remuneration  of the Directors as such may from time to
time be determined by the Directors or, if the Directors shall so decide, by the
members.  Such  remuneration  may  be  in  addition  to  any  salary  or  other
remuneration  paid to any officer or employee of the Company as such who is also
a  Director.  The Directors-, shall be repaid such reasonable. travelling, hotel
and  other  expenses  as  they  incur  in  and  about  the  business  of  the

<PAGE>

Company and if any Director shall perform any professional or other services for
the Company that in the opinion of the Directors are outside the ordinary duties
of a Director or shall otherwise be specially occupied in or about the Company's
business,  he  may  be  paid a remuneration to be fixed by the Board, or, at the
option  of  such  Director,  by  the  Company  in  general  meeting,  and  such
remuneration  may  be  either  in  addition to, or in substitution for any other
remuneration that he may be entitled to receive.  The Directors on behalf of the
Company,  unless otherwise determined by ordinary resolution, may pay a gratuity
or  pension or allowance on retirement to any Director who has held any salaried
office  or  place  of profit with the Company or to his spouse or defendants and
may  make  contributions  to  any  fund  and  pay  premiums  for the purchase or
provision  of  any  such  gratuity,  pension  or  allowance.

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

                                     PART 13

                        ELECTION AND REMOVAL OF DIRECTORS

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

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

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

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

          13.5.     Any  casual  vacancy occurring in the Board of Directors may
be  filled  by the remaining Directors or Director.  A vacancy resulting from an
increase  by the members in the number of Directors may be filled by the members
by  ordinary  resolution  or  by  the  Directors.

<PAGE>

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

          13.7.     Any  Director  may by instrument in writing delivered to the
Company  appoint  any person to be his alternate to act in his place at meetings
of  the  Directors  at  which  he is not present unless the Directors shall have
reasonably  disapproved  the appointment of such person as an alternate Director
and  shall  have  given  notice  to  that  effect to the Director appointing the
alternate Director within a reasonable time after delivery of such instrument to
the  Company.  Every  such  alternate shall be entitled to notice of meetings of
the  Directors  and  to  attend and vote as a Director at a meeting at which the
person  appointing  him is not personally present.  A person may be appointed as
an alternate Director by more than one Director, and an alternate Director shall
be  counted separately in determining the quorum for, and having a separate vote
on  behalf of, each Director he is representing, in addition to being so counted
and  voting  where  he  is  himself  a  Director.  Every  alternate Director, if
authorized  by the instrument appointing them, may sign in place of the Director
who  appointed  him resolutions submitted to the Directors to be consented to in
writing as referred to in Article 16.9. Every alternate Director shall be deemed
not  to  be the agent of a Director appointing him.  An alternate Director shall
be deemed to be a Director for all purposes of these Articles in the performance
of  any  function authorized under this Article 13.7, but shall not otherwise be
deemed  to  be a Director or to have power to act as a Director.  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.  An alternate Director may be repaid by the Company
such  expenses  as  might properly be repaid to him if he were a Director and he
shall  be  entitled  to receive from the Company such proportion, if any, of the
remuneration  otherwise  payable to the Director appointing him as such Director
may  from  time  to  time  direct.

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

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

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

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

          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.

<PAGE>

                                     PART 14

                         POWERS AND DUTIES OF DIRECTORS

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

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

                                     PART 15

                       DISCLOSURE OF INTEREST OF DIRECTORS

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

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

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

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

(iii)     determining  the  remuneration  of  the  Directors;

<PAGE>

(iv)     purchasing  and  maintaining  insurance  to  cover  Directors  against
liability incurred by them as Directors under Section 152 of the Company Act; or

(v)     the  indemnification of any Director by the Company under Section 152 of
the  Company  Act.

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

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

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

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

                                     PART 16

                            PROCEEDINGS OF DIRECTORS

          16.1.     The  Chairman  of  the Board, if any, or in his absence, the
Vice-Chairman  or  in  his  absence,  the President shall preside as chairman at
every  meeting of the Directors, or if neither the Chairman of the Board nor the
Vice-Chairman  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,  the Vice-Chairman, and the President have advised the
Secretary  that  they  will not be present at the meeting, the Directors present
shall  choose  one  of  their  number  to  be  chairman  of  the  meeting.

          16.2.     The  Directors  may  meet  together  for  the  dispatch  of
business,  adjourn  and  otherwise  regulate  their meetings, as they think fit.
Questions  arising  at  any meeting shall be decided by a majority of votes.  In
case  of  an equality of votes the chairman shall have a second or casting vote.
Meetings  of  the  Board held at regular intervals may be held at such place, at

<PAGE>

such time and upon such notice (if any) as the Board may by resolution from time
to  time  determine.

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

          16.4.     A  Director may, and the Secretary or an Assistant Secretary
upon  request  of  a  Director  shall,  call a meeting of the Board at any time.
Reasonable  notice  of  such  meeting specifying the place, day and hour of such
meeting  shall  be  given  by  mail,  postage  prepaid, addressed to each of the
Directors  and  alternate Directors at his address as it appears on the books of
the  Company or by leaving it at his usual business or residential address or by
telephone,  telegram,  telex,  or  any  method  of transmitting legibly recorded
messages.  It shall not be necessary to give notice of a meeting of Directors to
any  Director  or alternate Directors (i) who is at the time not in the Province
of  British Columbia or (ii) if such meeting is to be held immediately following
a  general  meeting  at  which  such  Director shall have been elected or is the
meeting  of  Directors at which such Director is appointed.  Accidental omission
to  give notice of a meeting to or the nonreceipt of notice of a meeting by, any
Director  or  alternate  Director  shall  not  invalidate the proceedings at the
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 such waiver with respect to meetings held thereafter.
After  filing  such waiver with respect to future meetings and until such waiver
is  withdrawn no notice need be given. to such Director and, unless the Director
otherwise requires in writing to the Secretary, to his alternate Director of any
meeting  of  Directors and all meetings of the Directors so held shall be deemed
not  to  be improperly called or constituted by reason of notice not having been
given  to  such  Director  or  alternate  Director.

          16.6.     The  quorum necessary for the transaction of the business of
the  Directors  may  be  fixed by the Directors and if not so fixed shall be 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.

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

<PAGE>

valid  as  if  every  such  person  had  been  duly elected or appointed and was
qualified  to  be  a  Director.

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

                                     PART 17

                         EXECUTIVE AND OTHER COMMITTEES

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

          17.2.     The  Directors  may  from  time  to  time  by  resolution
constitute,  dissolve  or  reconstitute standing committees and other committees
consisting  of  such  persons  as  the  Board  may  determine.  Every  committee
constituted  by  the  Board  shall  have the powers, authorities and discretions
delegated  to  it  by  the  Board  (which  shall  not  include the power to fill
vacancies  in  the  Board  and  the  power  to  change the membership of or fill
vacancies  in  any committee constituted by the Board or the power to appoint or
remove  officers  appointed  by  the Board) and shall conform to the regulations
which  may  from  time  to  time  be  imposed  upon  it  by  the  Board.

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

<PAGE>

                                     PART 18

                                    OFFICERS

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

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

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

                                     PART 19

                           INDEMNITY AND PROTECTION OF
                        DIRECTORS, OFFICERS AND EMPLOYEES

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

<PAGE>

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

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

          19.4.     The Directors may cause the Company to purchase and maintain
insurance  for  the  benefit  of any person who is or was serving as a Director,
officer, employee or agent of the Company or as a director, officer, employee or
agent  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 such
Director,  director,  officer,  employee  or  agent.

                                     PART 20

                              DIVIDENDS AND RESERVE

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

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

<PAGE>

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

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

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

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

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

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

                                     PART 21

                         DOCUMENTS, RECORDS AND REPORTS

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

<PAGE>

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

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

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

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

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

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

                                     PART 21

                         DOCUMENTS, RECORDS AND REPORTS

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

<PAGE>

such  notice,  whichever is the earlier, shares which confer the right to notice
of  and  to  attend  and  vote  at any such meeting.  No other person except the
auditor  of  the  Company  and the Directors of the Company shall be entitled to
receive  notices  of  any  such  meeting.

                                     PART 23

                                  RECORD DATES

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

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

                                     PART 24

                                      SEAL

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

(i)     any  two  Directors,  or

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

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

(iv)     subject  to  Article  8.4., such person or persons as the Directors may
from  time  to  time  by  resolution  appoint
and  the  said Directors, officers, person or persons in whose presence the seal
is  so  affixed to an instrument shall sign such instrument.  For the purpose of
certifying  under seal true copies of any document or resolution the seal may be
affixed  in  the  presence  of  any  one  of  the  foregoing  persons.

<PAGE>


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

          24.3.     The  Company may have for use in any- other province, state,
territory  or  country  an  official seal and all of the powers conferred by the
Company  Act with respect thereto may be exercised by the Directors or by a duly
authorized  agent  of  the  Company.