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EXHIBIT 1.3

BYLAWS OF THE COMPANY (amended 2005)



2005 BY-LAWS

THE RESTATED BY-LAW RELATING GENERALLY TO THE TRANSACTION OF THE BUSINESS AND AFFAIRS OF AUSTRAL -PACIFIC ENERGY LTD. (THE “CORPORATION”)

|CONTENTS | PAGE                                        
|-------- | --------------------------------------------
|         |                                             
|1.       | Interpretation                              
|2.       | Business of the Corporation                 
|3.       | Borrowing and Securities                    
|4.       | Directors                                   
|5.       | Committees                                  
|6.       | Officers                                    
|7.       | Protection of Directors, Officers and Others
|8.       | Shares                                      
|9.       | Dividends and Rights                        
|10.      | Meetings of Shareholders                    
|11.      | Divisions and Departments                   
|12.      | Notices                                     

BE IT ENACTED as a By-Law of the Corporation as follows:

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Section One - INTERPRETATION

1.01      Definitions - in
  the By-Laws of the Corporation, unless the context otherwise requires:

“Act” means the Business Corporations Act
  (Yukon) and any statute that may be substituted therefore, as from time to time
  amended; marginal references to sections of the Act are not made for the purpose
  of modifying or affecting the meaning of any provision of this By-Law in any
  way but are inserted only for the purpose of directing attention to provisions
  of the Act which may be regarded as relevant;

“appoint” includes “elect” and vice
  versa;

“Articles” means the Articles attached to the
  Certificate of Continuance dated September 25, 1996 of the Corporation as from
  time to time amended or restated;

“Board” means the board of directors of the Corporation;

“By-Laws” means this By-Law and all other By-Laws
  of the Corporation from time to time in force and effect relating to transaction
  of business and affairs of the Corporation in addition hereto, or in amendment
  hereof or in substitution for all or any part of this By-Law;

“Corporation” means the Corporation incorporated
  by Certificate of Continuance under the Act and named Indo-Pacific Energy Ltd.
  to be renamed on December 31st, 2003, Austral Pacific Energy Ltd.;

“Meeting of Shareholders” includes an annual meeting
  of shareholders and a Special Meeting of Shareholders;

“non-business day” means Saturday, Sunday and
  any other day that is a holiday as defined in the Interpretation Act
  (Canada); or the Interpretation Act (Yukon);

“Prohibited Corporate Shareholder” means a corporation
  prohibited from holding shares in itself or its holding body corporate or a
  subsidiary corporation prohibited from holding shares in its parent corporation
  pursuant to the Act and not exempted from such prohibited shareholdings by virtue
  of the Act;

“recorded address” means in the case of a shareholder
  his address as recorded in the securities register; and in the case of joint
  shareholders the address appearing in the securities register in respect of
  such joint holdings determined under Section 8.10; and in the case of a director,
  officer, auditor or member of a committee of directors, his latest address as
  recorded in the records of the Corporation;

“Special Meeting of Shareholders” includes both
  a meeting of any class or classes acting separately from any other class or
  classes and also a meeting, other than an annual meeting, of all shareholders
  entitled to vote at any annual meeting of shareholders;

Words and expressions defined in the Act have the same meaning
  when used herein; and words importing the singular number include the plural
  and vice versa; words importing gender include the masculine, feminine and neuter
  genders; and words importing persons include individuals, bodies corporate,
  partnerships, trusts and unincorporated organizations.

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Section Two - BUSINESS OF THE CORPORATION

2.01      Registered Office
  - Until changed in accordance with the Act, the registered office of the Corporation
  will be at the City of Whitehorse, in the Yukon Territory, and at such location
  therein as the Board may from time to time determine.

2.02      Corporate Seal -
  Until changed by the Board, the corporate seal of the Corporation and any facsimiles
  thereof adopted by the Board for use in jurisdictions outside the Yukon Territory
  will be in the form approved by the directors.

2.03      Financial Year -
  The financial year of the Corporation will end on the day in each year that
  is established by the Board.

2.04      Execution of Instruments
  - Deeds, transfers. assignments, contracts. obligations, certificates and other
  instruments required by law or otherwise by these By-Laws or any resolution
  of the Board or shareholders of the Corporation to be executed under corporate
  seal may be signed on behalf of the Corporation by anyone or two or more persons
  each of which is either a director of the Corporation or a person who holds
  the office of chief executive officer, chairman of the board, president, managing
  director, vice-president, secretary, treasurer, assistant secretary, assistant
  treasurer or any other office created by by-law or by resolution of the Board.
  However. the Board may from time to time direct the manner in which and the
  person or persons by whom any particular instrument or class of instruments
  mayor will be signed or sealed. Any signing officer may affix the corporate
  seal to any instrument requiring the same.

2.05      Banking Arrangements
  - The banking business of the Corporation including the borrowing of money and
  the giving of security therefore, will be transacted with such banks, trust
  companies or other bodies corporate or organizations as may from time to time
  be designated by or under the authority of the Board. Such banking business
  or any part thereof will be transacted under such agreements, instructions and
  delegations of powers as the Board may from time to time by resolution prescribe
  or authorize.

2.06      Voting Rights in Other
  Bodies Corporate - The signing officers of the Corporation may execute and
  deliver proxies and arrange for the issuance of voting certificates or other
  evidence of the right to exercise the voting rights attaching to any securities
  held by the Corporation. Such instruments, certificates or other evidence will
  be in favour of such person or persons as may be determined by the officers
  executing such proxies or arranging for the issuance of voting certificates
  or such other evidence of the right to exercise such voting rights. In addition
  the Board may from time to time direct the manner in which and the person or
  persons by whom any particular voting rights or class of voting rights mayor
  will be exercised.

2.07      Withholding Information
  from Shareholders - Subject to the provisions of the Act, no shareholder
  will be entitled to discovery of any information respecting any details or conduct
  of the Corporation’s business which, in the opinion of the Board, it would
  be inexpedient in the interests of the shareholders or the Corporation to communicate
  to the public. The Board may from time to time determine whether and to what
  extent and at what time and place and under what conditions or regulations the
  accounts, records and documents of the Corporation or any of them will be open
  to the inspection of shareholders and no shareholder will have any right of
  inspecting any account, record or document of the Corporation except as conferred
  by the Act or authorized by the Board or by resolution passed at a general meeting
  of shareholders.

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Section Three - BORROWING AND SECURITIES

3.01      Borrowing Power
  - Without limiting the borrowing powers of the Corporation as set forth in the
  Act, the Board is authorized from time to time:

(a)      to
  borrow money upon the credit of the Corporation in such amounts and on such
  terms as may be deemed expedient by obtaining loans or advances or by way of
  overdraft or otherwise;

(b)      to
  issue, re-issue, sell or pledge bonds, debentures, notes or other evidence of
  indebtedness or guarantees of the Corporation, whether secured or unsecured
  for such sums and at such prices as may be deemed expedient;

(c)      subject
  to the Act, to issue guarantees on behalf of the Corporation to secure the performance
  of the obligations of any person; and

(d)      to
  charge, mortgage, hypothecate, pledge or otherwise create a security interest
  in all or any currently owned or subsequently acquired real or personal, movable
  or immovable, property and undertaking of the Corporation, including book debts,
  rights, powers and franchises for the purpose of securing any such bonds, debentures,
  notes or other evidences of indebtedness or guarantee or any other present or
  future indebtedness or liability of the Corporation.

Nothing in this section limits or restricts the borrowing
  of money by the Corporation on bills of exchange or promissory notes made, drawn,
  accepted or endorsed by or on behalf of the Corporation.

3.02      Delegation of Borrowing
  Power - The Board may from time to time delegate to such one or more of
  the directors and officers of the Corporation as may be designated by the Board
  all or any of the powers conferred on the Board by section 3.01 to such extent
  and in such manner as the Board will determine at the time of each such delegation.

Section Four - DIRECTORS

4.01      Number of Directors
  and Quorum - Until changed in accordance with the Act, the Board will consist
  of not fewer than three and not more than eleven directors. Subject to section
  4.07, the Articles and the Act the quorum for the transaction of business at
  any meeting of the Board will consist of a majority of the directors or such
  lesser number of directors as the Board may from time to time determine.

4.02      Qualification -
  No person will be qualified for election as a director if he is less than 19
  years of age; if he is of unsound mind and has been so found by a court in Canada
  or elsewhere; if he is not an individual; or if he has the status of a bankrupt.
  A director need not be a shareholder.

4.03      Election and Term
  - Each director named in the notice of directors filed at the time of continuance
  will hold office from the date of the Certificate of Continuance until the first
  meeting of shareholders thereafter. An election of directors will take place
  at such first meeting of shareholders and at each annual meeting of shareholders
  thereafter and all the directors then in office will retire but, if qualified,
  will be eligible for re-election. A director will retain office only until the
  election of his successor. The number of directors to be elected at any such
  meeting will be the number of directors then in office unless the directors
  or the shareholders otherwise determine. The election will be by ordinary resolution
  of the shareholders. If an election of directors is not held at the proper time,
  the incumbent directors will continue in office until their successors are elected.

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4.04      Removal of Directors
  - Subject to the provisions of the Act, the shareholders may by ordinary resolution
  passed at a special meeting remove any director from office and the vacancy
  created by such removal may be filled at the same meeting failing which it may
  be filled by the directors.

4.05      Vacation of Office
  - A director ceases to hold office when: he dies; he is removed from office
  by the shareholders; he ceases to be qualified for election as a director; or
  his written resignation is sent or delivered to the Corporation, or if a time
  is specified in such resignation, at the time so specified, whichever is later.

4.06      Vacancies - Subject
  to the Act and the Articles, a quorum of the Board may fill a vacancy in the
  Board, except a vacancy resulting from an increase in the minimum number of
  directors or from a failure of the shareholders to elect the minimum number
  of directors and if the Articles so provide, may also add to their numbers and
  appoint additional director(s) in accordance with the Act, but so that the total
  number of directors will not exceed the maximum number fixed by section 4.01.
  In the absence of a quorum of the Board, or if the vacancy has arisen from a
  failure of the shareholders to elect the minimum number of directors the Board
  will forthwith call a special meeting of the shareholders to fill the vacancy.
  If the Board fails to call such meeting or if there are no such directors then
  in office. any shareholder may call the meeting.

4.07      Action by the Board
  - The Board will manage the business and affairs of the Corporation. The powers
  of the Board may be exercised by resolution passed at a meeting at which a quorum
  is present or by resolution in writing, whether by document, telegram, telecopy
  or any method of transmitting legibly recorded messages or other means, signed
  by all the directors entitled to vote on that resolution at a meeting of the
  Board and any resolution in writing so signed will be as valid as if it had
  been passed at a meeting of directors or a committee of directors and will be
  held to relate to any date therein stated to be the effective date thereof,
  and a copy of every such resolution in writing will be kept with the minutes
  of the proceedings of directors or committee of directors. Where there is a
  vacancy in the Board, the remaining directors may exercise all the powers of
  the Board so long as a quorum remains in office. Where the Corporation has only
  one director, that director may constitute a meeting. An act of a director is
  valid notwithstanding any irregularity in his election or appointment or a defect
  in his qualifications.

4.08      Meetings by Telephone
  - A director may participate in a meeting of the Board or of a committee of
  directors by means of such telephone or other communications facilities as permit
  all persons participating in the meeting to hear each other, and a director
  participating in such a meeting by such means is deemed to be present at the
  meeting. Any such consent will be effective whether given before or after the
  meeting to which it relates and may be given with respect to all meetings of
  the Board and of committees of directors held while a director holds office.

4.09      Place of Meeting
  - Meetings of the Board may be held at any place in or outside Canada.

4.10      Calling of Meetings
  - Meetings of the Board will be held from time to time and at such place as
  the Board may determine. In addition, each of the chairman of the board, the
  managing directors, the president or any two directors may convene or direct
  the convening of a meeting of the Board.

4.11      Notice of Meeting
  - Except as otherwise provided in section 4.12, notice of the time and place
  of each meeting of the Board will be given in the manner provided in section
  12.01 to each director not less than 48 hours before the time when the meeting
  is to be held. A notice of a meeting of directors need not specify the purpose
  of or the business to be transacted at the meeting except where section 115(3)
  of the Act requires such purpose or business to be specified, including any
  proposal to:

(a)      submit to the shareholders
  any question or matter requiring approval of the shareholders;

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(b)      fill a vacancy among
  the directors or in the office of auditor;

(c)      issue securities;

(d)      declare dividends;

(e)      purchase, redeem,
  or otherwise acquire shares of the Corporation;

(f)      pay a commission
  for the sale of shares;

(g)      approve a management
  proxy circular;

(h)      approve any annual
  financial statements; or

(i)      adopt, amend or repeal
  By-Laws.

A director may in any manner waive notice of or otherwise
  consent to a meeting of the Board either before or after the convening of the
  meeting.

4.12      Regular Meetings
  - The Board may by resolution appoint a day or days in any month or months for
  regular meetings of the Board at a place and hour to be named in the resolution.
  No notice will be required for any such regular meeting.

4.13      First Meeting of New
  Board - Provided a quorum of directors is present, each newly elected Board
  may without notice hold its first meeting immediately following the meeting
  of shareholders at which such Board or portion thereof is elected.

4.14      Adjourned Meeting-
  Notice of an adjourned meeting of the Board is not required if the time and
  place of the adjourned meeting is announced at the original meeting.

4.15      Chairman- The chairman
  of any meeting of the Board will be the first mentioned of such of the following
  officers as have been appointed and who is a director and is present at the
  meeting: chairman of the board, managing director, president, or a vice-president
  who is a director. If no such officer is present, the directors present will
  choose one of their number to be chairman.

4.16      Votes to Govern-
  At all meetings of the Board every question will be decided by a majority of
  the votes cast on the question. In cases of an equality of votes the chairman
  of the meeting will not be entitled to a second or casting vote.

4.17      Conflict of Interest- A director or officer who is a party to, or who is a director or officer
  of or has a material interest in any person who is a party to, a material contract
  or proposed material contract with the Corporation will disclose the nature
  and extent of his interest at the time and in the manner provided by the Act.
  Any such contract or proposed contract will be referred to the Board or shareholders
  for approval even if such contract is one that in the ordinary course of the
  Corporation’s business would not require approval by the Board or shareholders,
  and a director interested in a contract so referred to the Board will not vote
  on any resolution to approve the same except as provided by the Act.

4.18      Remuneration and Expenses- The directors will be paid such remuneration for their services as the
  Board may from time to time determine. The directors will also be entitled to
  be reimbursed for travelling and other expenses properly incurred by them in
  attending meetings of the Board or any

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committee thereof. Nothing herein contained will preclude
  any director from serving the Corporation in any other capacity and receiving
  remuneration therefore.

4.19      Alternate Director
  (a) Any director (the “Appointor”) may from time to time by written
  notice to the Corporation appoint any person (the “Appointee”) to
  be his alternate director provided that the directors approve of such appointment
  by resolution. Such approval will not be required if a director is appointed
  alternate director for another director. A person, including a director, may
  be appointed as an alternate director by more than one director.

(i)      if
  expressly so specified by the Appointor in the instrument appointing the Appointee,
  to receive notice of meetings of the directors, and notice of meetings of all
  committees of which the Appointor is a member;

(ii)     to attend
  and vote as a director at meetings of the directors in the absence of the Appointor;

(iii)    to attend and
  vote at meetings of all committees of which the Appointor is a member, in the
  absence of the Appointor;

(iv)     execute
  consents to resolutions in writing of the directors and such committees, in
  substitution for the Appointor; and

(v)      if
  expressly so authorized by the Appointor in the instrument appointing the Appointee,
  to execute all documents, instruments and writings under the seal of the Corporation
  or otherwise which the Appointor is authorized to execute on behalf of the Corporation,
  in substitution for the Appointor,

and for the purposes thereof the Appointee will be deemed to
  be a director. He will not be deemed to be the agent of the Appointor.

(c)      The Appointee will have a
  separate vote on behalf of each director for whom he is an alternate director.
  If the Appointee is also a director, the Appointee will be counted separately
  in determining the quorum of a meeting and will have a separate vote on behalf
  of each director for whom he is an alternate director in addition to being so
  counted and voting in his own right as a director.

(d)      The Appointee will not be
  entitled to be remunerated as an alternate director otherwise than out of the
  remuneration of the Appointor.

(e)      No
  person will act as an alternate director unless he qualifies under the Act to
  act as a director of the Corporation and has consented in writing to his appointment.

(f)      An
  Appointee’s appointment as an alternate director will terminate if:

(i)      the
  Appointor gives written notice revoking the Appointee’s appointment; or

(ii)     the Appointee
  resigns; or

(iii)    the Appointor
  ceases for any reason to be a director; or

(iv)     the Appointee
  ceases to be qualified under the Act to act as a director; or

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(v)      the
  term of the Appointee’s appointment, if any, expires.

(g)      Any
  Appointor may make or revoke an appointment of an Appointee by notice in writing
  delivered to, mailed to or transmitted by telegram, cable or telecopier to the
  registered office of the Corporation, delivery, postage or transmission charges
  prepaid.

Section Five - COMMITTEES

5.01      Committee of Directors

(a)      The Board may appoint one
  or more committees of directors, however designated, and delegate to such committee
  any of the powers of the Board except those which, under the Act, a committee
  of directors has no authority to exercise.

(b)      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 will 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, such committee or any other committee of the Board
  and such other powers, if any, as may be specified in the resolution. The committee
  will keep regular minutes of its transactions and will cause them to be recorded
  in books kept for that purpose, and will report the same to the Board at such
  times as the Board may from time to time require. The Board will 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 a committee will constitute a quorum thereof.

(c)     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 will have the powers, authorities and
  discretions delegated to it by the Board (which will 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 will conform to the regulations
  which may from time to time be imposed upon it by the Board.

(d)      The executive committee
  and any other committee may meet and adjourn as it thinks proper. Questions
  arising at any meeting will be determined by a majority of votes of the members
  of the committee present, and in case of an equality of votes the chairman will
  not have a second or casting vote. A resolution approved in writing by all the
  members of the executive committee or any other committee will 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
  will be deemed to constitute one resolution in writing. Such resolution will
  be filed with the minutes of the proceedings of the committee and will be effective
  on the date stated thereon or on the latest date stated in any counterpart.

5.02      Transaction of Business
  - Subject to the provisions of section 4.07, the powers of a committee of directors
  may be exercised by a meeting at which a quorum is present or by resolution
  in writing signed by all the members of such committee who would have been entitled
  to vote on that resolution at a meeting of the committee. Meetings of such committee
  may be held at any place in or outside Canada.

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5.03      Audit Committee
  - When required by the Act, the Board will, and at any other time the Board
  may, elect annually from among its number an audit committee to be composed
  of not fewer than three directors of whom a majority will not be officers or
  employees of the Corporation or its affiliates. The audit committee will have
  the powers and duties provided in the Act.

5.04      Procedure - Unless
  otherwise determined by the Board, each committee of directors will have the
  power to fix its quorum at not less than a majority of its members, to elect
  its chairman and to regulate its procedure.

Section Six - OFFICERS

6.01      Appointment - The
  Board may from time to time appoint a president, chief executive officer, one
  or more vice-presidents (to which title may be added words indicating seniority
  or function), a secretary, a treasurer and such other officers as the Board
  may determine, including one or more assistants to any of the officers so appointed.
  The Board may specify the duties of and, in accordance with this By-Law and
  subject to the provisions of the Act, delegate to such officers powers to manage
  the business and affairs of the Corporation. Subject to sections 6.02 and 6.03,
  an officer may but need not be a director and one person may hold more than
  one office.

6.02      Chairman of the Board
  - The Board may from time to time also appoint a chairman of the board who will
  be a director. The chairman of the board will, when present, preside at all
  meetings of the Board, committees of directors and at all meetings of shareholders.
  In addition, the Board may assign to him any of the powers and duties that may
  by the provisions of this by-law be assigned to the managing director or to
  the president; and he will have such other powers and duties as the Board may
  specify.

6.03      Managing Director or
  Chief Executive Officer - The Board may from time to time appoint a managing
  director who will be a director, or a chief executive officer who need not be
  a director. Subject to the authority of the Board, he will have general supervision
  of the business and affairs of the Corporation; and he will, subject to the
  provisions of the Act, have such other powers and duties as the Board may specify.
  During the absence or disability of the president, or if no president has been
  appointed, the managing director or chief executive officer will also have the
  powers and duties of the president’s office.

6.04      President - The
  Board, from time to time, may appoint a president. The president, in the absence
  or non-appointment of the chairman of the board, will preside at meetings of
  the Board and at all meetings of the shareholders. He will have general and
  active management of the business and affairs of the Corporation, and without
  limitation to the foregoing:

(a)      he
  will have general supervision and direction of all the other officers of the
  Corporation;

(b)      he
  will submit the annual report of the Board, if any, and the annual balance sheets
  and financial statements of the business and affairs and reports on the financial
  position of the Corporation as required by the statutes to the annual general
  meeting and from time to time will report to the Board on all matters within
  his knowledge which the interest of the Corporation requires to be brought to
  their attention; and

(c)      he
  will be ex-officio a member of all standing committees.

6.05      Vice-President -
  A vice-president will have such powers and duties as the Board may specify.

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6.06      Secretary - The
  secretary will attend and be the secretary of all meetings of the Board, shareholders
  and committees of the Board and will enter or cause to be entered in records
  kept for that purpose minutes of all proceedings thereatand will give or cause
  to be given, as and when instructed, all notices to shareholders, directors,
  officers, the auditor and members of the committees of directors. The Secretary
  will be the custodian of the stamp or mechanical device generally used for affixing
  the corporate seal of the Corporation and of all books, papers, records, documents
  and instruments belonging to the Corporation, except when some other officer
  or agent has been appointed for that purpose, will have such other powers and
  duties as the Board may specify.

6.07      Treasurer - The
  treasurer will keep proper accounting records in compliance with the Act and
  will be responsible for the deposit of money, the safekeeping of securities
  and the disbursement of the funds of the Corporation; he will render to the
  Board whenever required an account of all his transactions as treasurer and
  of the financial position of the Corporation; and he will have such other powers
  and duties as the Board may specify.

6.08      Powers and Duties of
  Other Officers - The powers and duties of all other officers will be such
  as the terms of their engagement call for or as the Board or the chief executive
  officer may specify. Any of the powers and duties of an officer to whom an assistant
  has been appointed may be exercised and performed by such assistant, unless
  the Board otherwise directs.

6.09      Variation of Powers
  and Duties - The Board may from time to time and subject to the provisions
  of the Act, vary, add to or limit the powers and duties of any officer.

6.10      Term of Office -
  The Board, in its discretion, may remove any officer of the Corporation, without
  prejudice to such officer’s rights under any employment contract, otherwise
  each officer appointed by the Board will hold office until the earlier of the
  date his resignation becomes effective, the date his successor is appointed
  or he ceases to be qualified for that office.

6.11      Terms of Employment
  and Remuneration - The terms of employment and the remuneration of officers
  appointed by the Board will be settled by it from time to time.

6.12     Conflict of Interest
  - An officer will disclose his interest in any material contract or proposed
  material contract with the Corporation in accordance with section 4.17.

6.13      Agents and Attorneys
  - The Board will have power from time to time to appoint agents or attorneys
  for the Corporation in or outside of Canada with such powers of management or
  otherwise, including the power to sub-delegate, as may be thought fit.

6.14      Fidelity Bonds -
  The Board may require such officers, employees and agents of the Corporation
  as the Board deems advisable to furnish bonds for the faithful discharge of
  their powers and duties, in such form and with such surety as the Board may
  from time to time determine.

Section Seven - PROTECTION OF DIRECTORS. OFFICERS AND OTHERS

7.01      Limitation of Liability
  - No director will be liable for the acts, receipts, neglects or defaults of
  any other director or officer or employee, or for joining in any receipt or
  other act for conformity, or for any loss, damage or expense happening to the
  Corporation through the insufficiency or deficiency of title to any property
  acquired for or on behalf of the Corporation, or for the insufficiency or deficiency
  of any security in or upon which any of the moneys of the Corporation will be
  invested, or for any loss or damage arising from the bankruptcy, insolvency
  or tortious acts of any person with whom any of the moneys, securities or effects
  of the Corporation will be deposited, or for any loss occasioned by any error

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of judgment or oversight on his part, or for any other loss,
  damage or misfortune whatever which will happen in the execution of the duties
  of his office or in relation thereto, unless the same are occasioned by his
  own wilful neglect or default; provided that nothing herein will relieve any
  director or officer from the duty to act in accordance with the Act and the
  regulations thereunder or from liability for any breach thereof.

7.02      Indemnity - Subject
  to the limitations contained in the Act, and to the extent he is otherwise fairly
  and reasonably entitled thereto, the Corporation will indemnify a director or
  officer, a former director or officer, or a person who acts or acted at the
  Corporation’s request as a director or officer of a body corporate of
  which the Corporation is or was a shareholder or creditor (or a person who undertakes
  or has undertaken any liability on behalf of the Corporation or any such body
  corporate) and his heirs and legal representatives, against all costs, charges
  and expenses, including an amount paid to settle an action or satisfy a judgment,
  reasonably incurred by him in respect of any civil, criminal or administrative
  action or proceeding to which he is made a party by reason of being or having
  been a director or officer of the Corporation or such body corporate, if:

(a)      he
  acted honestly and in good faith with a view to the best interests of the Corporation;
  and

(b)      in
  the case of a criminal or administrative action or proceeding that is enforced
  by a monetary penalty, he had reasonable grounds for believing that his conduct
  was lawful.

7.03      Insurance - Subject
  to the limitations contained in the Act, the Corporation may purchase and maintain
  such insurance for the benefit of its directors and officers as such, as the
  Board may from time to time determine.

Section Eight - SHARES

8.01      Allotment and Issue
  - The Board may from time to time allot, or grant options to purchase the whole
  or any part of the authorized and unissued shares of the Corporation at such
  times and to such persons and for such consideration as the Board will determine,
  provided that no share will be issued until it is fully paid as prescribed by
  the Act. Subject to the Articles, no holder of any class of share of the capital
  of the Corporation will be entitled as of right to subscribe for, purchase or
  receive any part of any new or additional issue of shares of any class, or any
  bonds, debentures or other securities convertible into shares of any class.

8.02      Commissions - The
  Board may from time to time authorize the Corporation to pay a reasonable commission
  to any person in consideration of his purchasing or agreeing to purchase shares
  of the Corporation, whether from the Corporation or from any other person, or
  procuring or agreeing to procure purchasers for any such shares.

8.03      Registration of Transfer

(a)      Subject to the provisions
  of the Act, no transfer of shares will be registered in a securities register
  except upon presentation of the certificate representing such shares with a
  transfer endorsed thereon or delivered therewith duly executed by the registered
  holder or by his attorney or successor duly appointed, together with such reasonable
  assurance or evidence of signature, identification and authority to transfer
  as the Board may from time to time prescribe, upon payment of all applicable
  taxes and any fees prescribed by the Board, upon compliance with such restrictions
  on transfer, if any, as are authorized by the Articles, and upon satisfaction
  of any lien referred to in section 8.05.

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(b)      The signature of the registered
  owner of any shares, or of his duly authorized attorney, upon an authorized
  instrument of transfer will constitute a complete and sufficient authority to
  the Corporation, 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 deposited with the instrument of transfer.
  If no transferee is named in the instrument of transfer, the instrument of transfer
  will constitute a complete and sufficient authority to the corporation, 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
  Corporation 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.

(c)      Neither the Corporation
  nor any director, officer or agent thereof will 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 Corporation 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,
  will confer upon the person in whose name the shares have been registered a
  valid title to such shares.

(d)      Every instrument of transfer
  will be executed by the transferor and left at the registered office of the
  Corporation 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 will be retained by the Corporation
  or its transfer agent or branch transfer agent or registrar or branch\registrar
  and any instrument of transfer, where the transfer is not registered, will be
  returned to the person depositing the same together with the share certificate
  which accompanied the same when tendered for registration.

(e)      There will be paid to the
  Corporation in respect of the registration of any transfer such sum, if any,
  as the directors may from time to time determine.

8.04      Transfer Agents and
  Registrars - The Board may from time to time appoint a registrar to maintain
  the securities register and a transfer agent to maintain the register of transfers
  and may also appoint one or more branch registrars to maintain branch securities
  registers and one or more branch transfer agents to maintain branch registers
  of transfer, but one person may be appointed both registrar and transfer agent.
  The Board may at any time terminate any such appointment.

8.05      Lien for Indebtedness
  - If the Articles provide that the Corporation will have a lien on shares registered
  in the name of a Shareholder indebted to the Corporation, such lien may be enforced,
  subject to any other provision of the Articles, by the sale of the shares thereby
  affected or by any other action, suit, remedy or proceeding authorized or permitted
  by law or by equity and, pending such enforcement, may refuse to register a
  transfer of the whole or any part of such shares.

8.06      Non-Recognition of Trusts
  - Subject to the provisions of the Act, the Corporation will treat as absolute
  owner of the share the person in whose name the share is registered in the securities
  register as if that person had full legal capacity and authority to exercise
  all rights of ownership, regardless of any indication to the contrary through
  knowledge or notice or description in the Corporation’s records or on
  the share certificate.

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8.07      Share Certificates
  - Every holder of one or more shares of the Corporation will be entitled, at
  his option, to a share certificate, or to a non-transferable written acknowledgement
  of his right to obtain a share certificate, stating the number and list or series
  of shares held by him as shown on the securities register. Share certificates
  and acknowledgements of a Shareholder’s right to a share certificate,
  respectively, will be in such form as the Board will from time to time approve.
  Any share certificate will be signed in accordance with section 2.04 and need
  not be under the corporate seal; provided that, unless the Board otherwise determines,
  certificates representing shares in respect of which a transfer agent or registrar
  has been appointed will not be valid unless countersigned by or on behalf of
  such transfer agent or registrar. The signature of one of the signing officers
  or, in the case of share certificates which are not valid unless countersigned
  by or on behalf of a transfer agent or registrar. the signatures of both signing
  officers, may be printed or mechanically reproduced in facsimile upon share
  certificates and every such facsimile signature will for all purposes be deemed
  to be the signature of the officer whose signature it reproduces and will be
  binding upon the Corporation. A share certificate executed as aforesaid will
  be valid notwithstanding that one or both of the officers whose facsimile signature
  appears thereon no longer holds office at the date of issue of the certificate.

8.08      Use of Electronic Shares
  Permitted - Any shareholder requesting same is entitled to receive a physical
  share certificate which complies with the requirements of the Act. Absent such
  specific requests however, the Corporation may make use of electronic forms
  of shares and other securities of the Corporation which also comply with the
  requirements of the relevant securities regulatory authorities having jurisdiction
  over the Corporation and providing that such electronic form of shares and other
  securities also complies with the requirements of the depositary, clearing,
  and brokerage associations insofar as maintaining a book based system for recording
  changes in the Corporation's share and other securities registers is concerned.

8.09      Replacement of Share
  Certificates - The Board or any officer or agent designated by the Board
  may in its or his discretion direct the issue of a new share certificate in
  lieu of and upon cancellation of a share certificate that has been mutilated
  or in substitution for a share certificate claimed to have been lost, destroyed
  or wrongfully taken or which does not comply as to form with the requirements
  from time to time of the Act in this regard, on payment of such fee as the Board
  may direct and on such terms as to indemnity, reimbursement of expenses and
  evidence of loss and of title as the Board may from time to time prescribe,
  whether generally or in any particular case.

8.10      Joint Shareholders
  - If two or more persons are registered as joint holders of any share, the Corporation
  will not be bound to issue more than one certificate in respect thereof, and
  delivery of such certificate to one of such persons will be sufficient delivery
  to all of them. Anyone of such persons may give effectual receipts for the certificate
  issued in respect thereof or for any dividend, bonus, return of capital or other
  money payable or warrant issuable in respect of such share. Joint shareholders
  may collectively designate in writing an address as their recorded address for
  service of notice and payment of dividends but in default of such designation
  the address of the first named joint shareholder will be deemed to be the recorded
  address aforesaid.

8.11      Deceased Shareholders
  - In the event of the death of a holder, or of one of the joint holders, of
  any share. the Corporation will not be required to make any entry in the securities
  register in respect thereof or to make payment of any dividends thereon except
  upon production of all such documents as may be required by law and upon compliance
  with the reasonable requirements of the Corporation and its transfer agents.

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Section Nine - DIVIDENDS AND RIGHTS

9.01      Dividends - Subject
  to the provisions of the Act, the Board may from time to time declare dividends
  payable to the shareholders according to their respective rights and interest
  in the Corporation. Dividends may be paid in money or property or by issuing
  fully paid shares of the Corporation.

9.02      Dividend Cheques
  - A dividend payable in cash will be paid by cheque drawn on the Corporation’s
  bankers or one of them to the order of each registered holder of shares of the
  class or series in respect of which it has been declared and mailed by prepaid
  ordinary mail to such registered holder at his recorded address, unless such
  holder otherwise directs. In the case of joint holders the cheque will, unless
  such joint holders otherwise direct, be made payable to the order of all of
  such joint holders and mailed to them at their recorded address. The mailing
  of such cheque as aforesaid, unless the same is not paid on due presentation,
  will satisfy and discharge the liability for the dividend to the extent of the
  sum represented thereby plus the amount of any tax which the Corporation is
  required to and does withhold.

9.03      Non-Receipt of Cheques
  - In the event of non-receipt of any dividend cheque by the person to whom it
  is sent as aforesaid, the Corporation will issue to such person a replacement
  cheque for a like amount on such terms as to indemnity, reimbursement of expenses
  and evidence of non-receipt and of title as the Board may from time to time
  prescribe, whether generally or in any particular case.

9.04      Record Date for Dividends
  and Rights - The Board may fix in advance a date, preceding by not more
  than 50 days the date for the payment of any dividend or the date for the issue
  of any warrant or other evidence of right to subscribe for securities of the
  Corporation, as a record date for the determination of the persons entitled
  to receive payment of such dividend or to exercise the right to subscribe for
  such securities, provided that, where the Corporation is a distributing corporation
  for purposes of the Act, notice of any such record date is given not less than
  seven days before such record date by newspaper advertisement and otherwise
  in the manner provided in the Act. Where no record date is fixed in advance
  as aforesaid, the record date for the determination of the persons entitled
  to receive payment of any dividend or to exercise the right to subscribe for
  securities of the Corporation will be at the close of business on the day on
  which the resolution relating to such dividend or right to subscribe is passed
  by the Board.

9.05      Unclaimed Dividends
  - Any dividend unclaimed after a period of six years from the date on which
  the same has been declared to be payable will be forfeited and will revert to
  the Corporation.

Section Ten - MEETINGS OF SHAREHOLDERS

10.01     Annual Meetings - The
  annual meeting of shareholders will be held at such time in each year and, subject
  to the Act and to section 10.04, at such place as the Board, the chairman of
  the board, the managing director or the president may from time to time determine,
  for the purpose of considering the financial statements and reports required
  by the Act to be placed before the annual meeting, electing directors, appointing
  auditors and for the transaction of such other business as may properly be brought
  before the meeting.

10.02     Special Meetings - The
  Board, the chairman of the board, the managing director or the president will
  have power to call a special meeting of shareholders at any time.

10.03     Special Business - All
  business transacted at a special meeting of shareholders and all business transacted
  at an annual meeting of shareholders, except consideration of the financial
  statements, auditors

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reports, election of directors and reappointment of the incumbent
  auditors, is deemed to be special business.

10.04     Place of Meeting - Subject
  to the Articles, meetings of shareholders may be held at Vancouver, British
  Columbia or such other place or places as the directors in their absolute discretion
  may determine from time to time.

10.05     Notice of Meeting - Notice
  of the time and place of each meeting of shareholders will be given in the manner
  provided in section 12.01 not less than twenty-one nor more than fifty days
  before the date of the meeting to each director, to the auditor and to each
  shareholder who at the close of business on the record date, if any, for notice
  is entered in the securities register as the holder of one or more shares carrying
  the right to vote at the meeting. Notice of a meeting of shareholders called
  for any purpose other than consideration of the financial statements and auditor’s
  report, election of directors and reappointment of the incumbent auditor will
  state the nature of such business in sufficient detail to permit the shareholder
  to form a reasoned judgment thereon and will state the text of any special resolution
  to be submitted to the meeting. A shareholder and any other person entitled
  to attend a meeting of shareholders may in any manner waive notice of or otherwise
  consent to a meeting of shareholders.

10.06     List of Shareholders Entitled
  to Notice - For every meeting of shareholders, at any time that the Corporation
  has more than fifteen shareholders entitled to vote at a meeting of shareholders,
  the Corporation will prepare a list of shareholders entitled to receive notice
  of the meeting, arranged in alphabetical order and showing the number of shares
  entitled to vote at the meeting held by each shareholder. If a record date for
  the meeting is fixed pursuant to section 10.07 the shareholders listed will
  be those registered or constructively registered pursuant to the Act at the
  close of business of the record date, such list to be prepared on a day not
  later than ten days after such record date. If no record date is fixed, the
  list of shareholders will be prepared no later than at the close of business
  on the day immediately preceding the day on which notice of the meeting is given,
  or where no such notice is given, the day on which the meeting is held. The
  list will be available for examination by any shareholder during usual business
  hours at the records office of the Corporation or at the place where the central
  securities register is kept and at the place where the meeting is held.

10.07     Record Date for Notice
  - The Board may fix in advance a record date, preceding the date of any meeting
  of Shareholders by not more than fifty days and not less than twenty-one days
  for the determination of the shareholders entitled to notice of the meeting,
  provided that notice of any such record date is given, not less than seven days
  before such record date, by newspaper advertisement in the manner provided in
  the Act. If no record date is so fixed, the record date for the determination
  of the shareholders entitled to notice of the meeting will be the close of business
  on the day immediately preceding the day on which the notice is given, or if
  no notice is given, the day on which the meeting is held.

10.08     Meetings Without Notice
  - A meeting of shareholders may be held without notice at any time and place
  permitted by the Act:

(a)      if
  all the shareholders entitled to vote thereat are present in person or represented
  by proxy or if those not present or represented by proxy waive notice of or
  otherwise consented to such meeting being held, and

(b)      if
  the auditor and the directors are present or waived notice of or otherwise consent
  to such meeting being held.

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At such meeting any business may be transacted which the Corporation
  at a meeting of shareholders may transact. If the meeting is held at a place
  outside the Yukon Territory, shareholders not present or represented by proxy,
  but who have waived notice of or otherwise consented to such meeting, will also
  be deemed to have consented to the meeting being held at such place.

10.09     Meetings by Telephone
  - If a majority of the shareholders consent, a shareholder may participate in
  a meeting of shareholders by means of such telephone or other communications
  facilities as permit all persons participating in the meeting to hear each other,
  and a shareholder participating in such a meeting by such consent will be effective
  whether given before or after the meeting to which it relates.

10.10     Chairman, Secretary and Scrutineers
  - The chairman of any meeting of shareholders will be the first mentioned of
  such of the following officers as having been appointed and who is present at
  the meeting: chairman of the board, president, managing director, or a vice-president.
  If no such officer is present within fifteen minutes from the time fixed for
  holding the meeting, the persons present and entitled to vote will choose one
  of their number to be chairman. If the secretary of the Corporation is absent
  or otherwise declines to act, the chairman will appoint some person, who need
  not be a shareholder, to act as secretary of the meeting. If desired, one or
  more scrutineers, who need not be shareholders, may be appointed by a resolution
  or by the chairman with the consent of the meeting.

10.11     Persons Entitled to be Present
  - The only persons entitled to be present at a meeting of shareholders will
  be those entitled to vote thereat, the directors and auditor of the Corporation
  and others who, although not entitled to vote, are entitled or required under
  any provision of the Act or the Articles or By-Laws to be present at the meeting.
  Any other person may be admitted only on the invitation of the chairman of the
  meeting or with the consent of the meeting.

10.12     Quorum - Save as herein
  otherwise provided, a quorum will be two shareholders or proxyholders present
  representing a minimum of thirty-three and a third percent of the issued voting
  shares in the Corporation. The directors, the secretary or, in his or her absence,
  an assistant secretary, and the solicitor of the Corporation will be entitled
  to attend at any general meeting; however, no such person will be counted in
  the quorum or be entitled to vote at any general meeting unless he or she is
  a shareholder or proxyholder entitled to vote thereat. If a quorum is present
  at the opening of any meeting of shareholders, the shareholders present or represented
  by proxy may proceed with the business of the meeting notwithstanding that a
  quorum is not present throughout the meeting. If a quorum is not present at
  the commencement of a meeting of shareholders, the meeting shall be deemed adjourned
  and shall be reconvened at the same time and place on a date that the directors
  may determine which is not less than seven days nor more than 30 days later,
  information in respect of which adjournment shall be provided in a press release
  (if the Corporation is publicly traded) confirming the circumstances and disseminated
  forthwith after the adjournment. If the Corporation is not publicly traded then
  a notice of the subsequent meeting date shall be sent to shareholders upon the
  initial adjournment. Upon the reconvening of the meeting on the determined date,
  whatever number of shareholders are represented at the adjourned meeting shall
  be deemed to be the quorum for all purposes.

10.13     Right to Vote - Record Date
  for Voting - Subject to the provisions of the Act as to authorized representative
  of any other body corporate, at any meeting of shareholders in respect of which
  the Corporation has prepared the list referred to in section 10.06, every person
  who is named in such list will be entitled to vote the shares shown thereon
  opposite his name except, where the Corporation has fixed a record date in respect
  of such meeting pursuant to section 10.07, to the extent that such person has
  transferred any of his shares after such record date and the transferee, upon
  producing properly endorsed certificates evidencing such shares or otherwise
  establishing that he owns such shares, demands not later than ten days before
  the meeting that his name be included in such list, in which event the transferee
  alone will be entitled to vote the transferred shares at the meeting. Where
  no record date for notice has been

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fixed and no notice of meeting given, or in the absence of
  a list prepared as aforesaid in respect of a meeting of shareholders, every
  person will be entitled to vote at the meeting who at the time is entered in
  the securities register as the holder of one or more shares carrying the right
  to vote at such meeting.

10.14     Proxies

(a)      Every shareholder entitled
  to vote at a meeting of shareholders, may appoint a proxyholder, or one or more
  alternate proxyholders, who need not be shareholders, to attend and act at the
  meeting in the manner and to the extent authorized and with the authority conferred
  by the proxy. A proxy will be in writing executed by the shareholder or his
  attorney and will conform with the requirements of the Act. An instrument of
  proxy will be valid only at the meeting in respect of which it is given or any
  adjournment thereof.

(b)      Any corporation, other than
  a Prohibited Corporate Shareholder, which is a shareholder of the Corporation
  may by resolution of its directors or other governing body authorize such person
  as it thinks fit to act as its representative at any meeting. The person so
  authorized will 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 Corporation personally
  present, including, without limitation, the right, unless restricted by such
  resolution, to appoint a proxyholder to represent such corporation, and will,
  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 Corporation by written instrument,
  telegram, telex, facsimile or any method of transmitting legibly recorded messages.

(c)      When the Company has more
  than 10 shareholders it may institute procedures to permit voting on resolutions
  by proxy by electronic means in compliance with applicable securities legislation.

10.15     Time for Deposit of Proxies
  - The Board may specify in a notice calling a meeting of shareholders a time,
  preceding the time of such meeting by not more than forty-eight hours exclusive
  of non-business days, before which time proxies to be used at such meeting must
  be deposited. A proxy will be acted upon only if, prior to the time so specified,
  it will have been deposited by written instrument, telegram, telex, facsimile
  or any method of transmitting legibly recorded messages with the Corporation
  or an agent thereof specified in such notice or, if no such time is specified
  in such notice, unless it has been received by the secretary of the Corporation
  or by the Chairman of the meeting or any adjournment thereof before the time
  of voting.

10.16     Joint Shareholders -
  If two or more persons hold shares jointly, anyone of them present in person
  or represented by proxy at a meeting of shareholders may, in the absence of
  the other or others, vote the shares but if two or more of those persons are
  present in person or represented by proxy and vote, they will vote as one on
  the shares jointly held by them and in the absence of agreement between those
  so voting the person named first in the Register will vote the shares.

10.17     Votes to Govern - At
  any meeting of shareholders every question will, unless otherwise required by
  the Articles or By-Laws or by law, be determined by the majority of the votes
  cast on the question. In case of an equality of votes either upon a show of
  hands or upon a poll, the chairman of the meeting will be entitled to a second
  or casting vote.

10.18     Motion - The chairman
  may propose or second a motion.

10.19     Show of Hands - Subject
  to the provisions of the Act any question at a meeting of shareholders will
  be decided by a show of hands unless a ballot thereon is required or demanded
  as hereinafter

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provided. Upon a show of hands, every person who is present
  and entitled to vote will have one vote. Whenever a vote by show of hands will
  have been taken upon a question, unless a ballot thereon is so required or demanded,
  a declaration by the chairman of the meeting that the vote upon the question
  has been carried or carried by a particular majority or not carried, an entry
  to that effect in the minutes of the meeting will be conclusive evidence of
  the fact without proof of the number or proportion of the votes recorded in
  favour of or against any resolution or other proceeding in respect of such question,
  and the result of the vote so taken will be the decision of the shareholders
  upon such question.

10.20     Ballots

(a)      On any question proposed
  for consideration at a meeting of shareholders, and whether or not a show of
  hands has been taken thereof, any shareholder or proxyholder entitled to vote
  at the meeting may require or demand a ballot. A ballot so required or demanded
  will be taken in such manner as the chairman will direct. A requirement or demand
  for a ballot may be withdrawn at any time before the taking of the ballot. If
  a ballot is taken each person present will be entitled in respect of the shares
  which he is entitled to vote at the meeting upon the question, to that number
  of votes provided by the Act or the Articles, and the result of the ballot so
  taken will be the decision of the shareholders upon the said question.

(b)      No ballot may be demanded
  on the election of a chairman. A ballot demanded on a question of adjournment
  will be taken forthwith. A ballot demanded on any other question will 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
  ballot will be deemed to be the resolution of and passed at the meeting at which
  the ballot was demanded. Any business other than that upon which the ballot
  has been demanded may be proceeded with pending the taking of the ballot. In
  any dispute as to the admission or rejection of a vote the decision of the chairman
  made in good faith will be final and conclusive.

10.21     Adjournment - If a meeting
  of shareholders is adjourned for less than thirty days, it will not be necessary
  to give notice of the adjourned meeting, other than by announcement at the earliest
  meeting that it is adjourned. If a meeting of Shareholders is adjourned by one
  or more adjournments for an aggregate of thirty days or more, notice of the
  adjourned meeting will be given as for an original meeting. At any such adjourned
  meeting no business will be transacted other than business left unfinished at
  the meeting from which the adjournment took place.

10.22     Resolution in Writing
  - A resolution in writing signed by all the shareholders entitled to vote on
  that resolution at a meeting of shareholders is as valid as if it had been passed
  at a meeting of the shareholders, and will be held to relate to any date therein
  stated to be the effective date thereof.

10.23     Only One Shareholder
  - Where the Corporation has only one shareholder or only one holder of any class
  or series of shares, the shareholder present in person or by proxy constitutes
  a meeting.

Section Eleven - DIVISIONS AND DEPARTMENTS

11.01     Creation and Consolidation
  of Divisions - The Board may cause the business and operations of the Corporation
  or any part thereof to be divided or to be segregated into one or more divisions
  upon such basis, including without limitation, character or type of operation,
  geographical territory, product manufactured or service rendered, as the Board
  may consider appropriate in each case. The Board may also cause the business
  and operations of any such division to be further divided into sub-units and
  the business and operations of any such divisions or sub-units to be consolidated
  upon such basis as the Board may consider appropriate in each case.

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11.02     Name of Division - Subject
  to the Act any division or its sub-units may be designated by such name as the
  Board may from time to time determine and may transact business, enter into
  contracts, sign cheques and other documents of any kind and do all acts and
  things under such name, provided that the Corporation will set out its name
  in legible characters in all contracts, invoices, negotiable instruments and
  orders for goods or services issued or made by or on behalf of the Corporation.
  Any such contract, cheque or documents will be binding upon the Corporation
  as if it had been entered into or signed in the name of the Corporation.

11.03     Officers of Division
  - From time to time the Board or if authorized by the Board, the president or
  chief executive officer, may appoint one or more officers for any division,
  prescribe their powers and duties and settle their terms of employment and remuneration.
  The Board or, if authorized by the Board, the president or chief executive officer,
  may remove at its or his pleasure any Officers so appointed, without prejudice
  to such Officers right under any employment contract. Officers of divisions
  or their sub-units will not, as such, be officers of the Corporation.

Section Twelve - NOTICES

12.01     Method of Giving Notices
  - Any notice (which term includes any communication or document) to be given
  (which term includes sent, delivered or served) pursuant to the Act, the regulations
  thereunder, the Articles, the By-Laws or otherwise to a shareholder, director,
  officer, auditor or member of a committee of directors will be sufficiently
  given if delivered personally to the person to whom it is to be given or if
  delivered to his recorded address by any means of prepaid transmitted or recorded
  communication. A notice so delivered will be deemed to have been given when
  it is delivered personally or to the recorded address as aforesaid; a notice
  so mailed will be deemed to have been received by him at the time it would be
  delivered in the ordinary course of mails; and a notice so sent by any means
  of transmitted or recorded communication will be deemed to have been given when
  dispatched or delivered to the appropriate communication corporation or agency
  or its representative for dispatch. Subject to the Act, a notice of meeting
  of shareholders will be deemed to have been sent to the Shareholder on the day
  on which it is deposited in the mail. The secretary may change or cause to be
  changed the recorded address of any shareholder. director, officer, auditor
  or member of a committee of directors in accordance with any information believed
  by him to be reliable.

12.02     Notice to Joint Shareholders
  - If two or more persons are registered as joint holders of any share, any notice
  will be addressed to all of such joint holders but notice given to anyone or
  more of such persons at the recorded address for such joint shareholders will
  be sufficient notice to all of them.

12.03     Computation of Time -
  In computing the date when notice must be given under any provision requiring
  a specified number of days notice of any meeting or other event, the date of
  giving the notice will be excluded and the date of the meeting or other event
  in respect of which the notice is being given will be included.

12.04     Undelivered Notices -
  If any notice given to a shareholder pursuant to section 12.01 is returned on
  three consecutive occasions because he cannot be found or served or is unknown
  at his recorded address, the Corporation will not be required to give any further
  notices to such shareholder until he informs the Corporation in writing of his
  new recorded address.

12.05     Proof of Service - A
  certificate of the secretary or other duly authorized officer of the Corporation
  in office at the time of the making of the certificate, or of any agent of the
  Corporation as to the facts in relation to the mailing or delivery or sending
  of any notice to any shareholder, director, the auditors, or conclusive evidence
  thereof and will be binding on every shareholder. director, the auditors or
  any officer of the Corporation as the case may be.

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12.06     Omissions and Errors
  - The accidental omission to give any notice to any shareholder, director, officer,
  auditor or member of a committee of directors or the non-receipt of any notice
  by any such person or any error in any notice not affecting the substance thereof
  will not invalidate any action taken at any meeting held pursuant to such notice
  or otherwise founded thereon.

12.07     Persons Entitled by Death
  or Operation of Law - Every person who by operation of law, transfer, death
  of a shareholder or any other means whatsoever, will become entitled to any
  share, will be bound by every notice in respect of such share which will have
  been duly given to the shareholder from whom he derives his title prior to such
  person’s name and address being entered on the securities register (whether
  such notice was given before or after the happening of the event upon which
  he became so entitled) and before his furnishing to the Corporation the proof
  of authority or evidence of his entitlement prescribed by the Act.

12.08     Waiver of Notice - Any
  shareholder (or his duly appointed proxyholder), director, officer, auditor
  or member of a committee of directors may at any time waive the sending of any
  notice, or waive or abridge the time for any notice, required to be given to
  him under any provision of the Act, the regulations thereunder, the Articles,
  the By-Laws or otherwise and such waiver or abridgement will cure any default
  in the giving or the time of such notice, as the case may be. Any such waiver
  or abridgement will be in writing except a waiver of notice of a meeting of
  shareholders or of the Board which may be given in any manner.

|ENACTED by the Board as at April 15, 2005                                      | 
|------------------------------------------------------------------------------ | 
|                                                                               | 
|                                                                               | 
|                                                                               | 
|(signed) David Newman 
      Director                                          | 
|                                                                               | 
|                                                                               | 
|                                                                               | 
|CONFIRMED by the Shareholders in accordance with
      the Act on June 8, 2005
|                                                                               | 
|                                                                               | 
|                                                                               | 
|                                                                               | 
|Chairman of the Shareholders’ Meeting                                          | 

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