ORIGINAL WAS
FILED AND REGISTERED
JUL - 6 1983
M. A. Jorre de St. Jorre
REGISTRAR OF COMPANIES

CERTIFIED TRUE COPY
July 6, 1983
B. Beckwith
Assistant Deputy Registrar of Companies
For The Province Of British Columbia.


                                    FORM 21
                                 (Section 371)

                          PROVINCE OF BRITISH COLUMBIA
                                                  Certificate of
                                                  Incorporation No. 226,896

                                  COMPANY ACT

                               SPECIAL RESOLUTION


        The  following  special  resolution  was  passed  by the  undermentioned
Company on the date stated:

         Name of Company:     CONSORT ENERGY CORP.

         Date resolution passed: June 22, 1983

         Resolution:

               "RESOLVED, as a special resolution, that the Articles of the
                Company be altered by rescinding the existing Articles and
                by substituting in their place and stead the Articles annexed
                hereto."

Certified a true copy the 4th day of July, 1983.

(Signature)

(Relationship to Company) Solicitor


                          PROVINCE OF BRITISH COLUMBIA

                                  COMPANY ACT

                                  ARTICLES OF

                              CONSORT ENERGY CORP.

          (AS AMENDED BY SPECIAL RESOLUTION PASSED ON JUNE 22, 1983.)

                                     PART 1

                                 INTERPRETATION

1.01            In these Articles, unless the context otherwise
requires:

(a)  "directors" means the directors of the Company for the time being;

(b)  "Company Act" means the Company Act of  the  Province  of  British Columbia
     from time to time in force and all amendments thereto;

(c)  "register" means the register of members to be kept pursuant to the Company
     Act;

(d)  "registered address" of  a  member  means  his  address  as recorded in the
     register;

(e)  "registered  address"  of a director  means his  address as recorded in the
     Company's register of directors to be kept pursuant to the Company Act.

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

1.03 The  definitions  in the  Company  Act on the date  these  Articles  become
effective shall, with the necessary changes and so far as are applicable,  apply
to these Articles.

                                     PART 2

                                     SHARES

2.01 The issue of shares  shall be under the  control of the  directors  who may
allot or otherwise  dispose of the same or grant options to purchase the same at
such times and to such  persons or class of persons  and in such manner and upon
such terms as they think  proper and in  particular,  but without  limiting  the
generality  of the  foregoing,  the  directors may grant options to purchase and
allot shares to directors,  officers or employees for such  consideration and at
such price or prices and upon such terms as the directors may determine.

2.02 Any  shares without par value may be issued and allotted at such prices and
for such consideration as the directors may determine.

2.03  Shares  may  be  issued  and  allotted  as  the  consid  eration  or  part
consideration  for any  property  acquired.  by or work  done for or  obligation
undertaken for the Company.

2.04 The  Company  may at any time pay a  commission  or allow a discount to any
person in  consideration  of his  subscribing or agreeing to subscribe,  whether
absolutely or conditionally, or procuring or agreeing to procure sub scriptions,
whether  absolutely  or  conditionally,  for  any of its  shares,  provided  the
commission and discount in the aggregate  shall not exceed  twenty-five per cent
(25%) of the  subscription  price.  The  commission  or discount  may be paid or
satisfied in cash or in shares.

                                     PART 3

                               SHARE CERTIFICATES

3.01 If a  share  certificate is defaced,  lost or destroyed, it may be replaced
on payment of such fee (if any),  not exceeding  one dollar  ($1.00) and on such
terms (if any) as to evidence and indemnity as the directors think fit.


                                     PART 4

                              REGISTER OF MEMBERS

4.01 The directors may,  subject to the provisions of the Company Act, make such
provisions  as they may think fit  respecting  the  keeping of the  register  of
members  or any  branch  register  and for the  appointment  of  registrars  and
transfer agents for the purpose of issuing, countersigning,

4.02 The  Company  may cause to be kept  outside  British  Columbia  one or more
branch registers of members.

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

                                     PART 5

                               TRANSFER OF SHARES

5.01  The  instrument  of  transfer  of any.  shares  of the  Company  shall  be
respectively  in such usual or common form as the  directors  shall  approve and
shall comply with the Company Act.

5.02 The transferor shall be deemed to remain the holder of the shares until the
name of the transferee is entered in the register of members in respect thereof.

5.03 The  signature  of  the  registered  owner  of any  shares  or of his  duly
authorized  attorney upon the form of transfer endorsed upon the certificate for
the said shares or upon a form of  transfer  accompanying  the said  certificate
shall  constitute  a complete  and  sufficient  authority  to the  Company,  its
directors,  officers  and agents to register in the name of the person,  firm or
company  named in the form of transfer as  transferee  or if no person,  firm or
company is named-therein  as transferee then in the name of the person,  firm or
company in whose behalf the  certificate  is deposited  with the Company for the
purpose of having the transfer  registered of all of the shares comprised in the
said certificate  or so many thereof as the form of transfer  shall state are to
be transferred.  Neither the Company nor any director,  officer or agent thereof
shall be bound to inquire into the title of the person, firm or company named in
the form of transfer as  transferee,  or if no person,  firm or company is named
therein as  transferee,  of the  person,  firm or  company  in whose  behalf the
certificate is presented for the purpose of having the transfer registered or be
liable to any claim by such registered owner or by any intermediate owner of the
certificate or of the shares  represented there by for registering the transfer,
and the transfer, when registered, shall confer upon the person, firm or company
in whose name the shares have been registered a valid title to such shares.

5.04 The directors  may  decline to recognize any instrument of transfer  unless
the instrument of transfer is  accompanied  by the  certificate of the shares to
which it relates  and such  other  evidence  as the  directors  may reason  ably
require to show the right of the transferor to make the transfer.

                                     PART 6

                               PURCHASE OF SHARES

6.01  Subject to the special  rights and  restrictions  attached to any class of
shares, the Company may, by a resolution of the directors and in compliance with
the  Company  Act,  purchase  any of its  shares at the price and upon the terms
specified in such resolution.

                                     PART 7

                        ALTERATION OF CAPITAL AND SHARES

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

                                     PART 8

                                BORROWING POWERS

8.01 The  directors  may from  time to time at their  discretion  authorize  the
Company to borrow any sum of money for the purposes of the company and may raise
or secure  the  repayment  of that sum in such  manner  and upon such  terms and
conditions,  in all respects, as they think fit, and in particular,  and without
limiting the generality of the foregoing, by the issue of bonds or debentures or
any  mortgage or charge,  whether specific or floating, or other security on the
undertaking  or the  whole  or any part of the  property  of the  Company,  both
present and future.

8.02 The  directors  may make any  debentures,  bonds or other debt  obligations
issued by the Company, by their terms, assignable free from any equities between
the Company and the person to whom they may be  issued, or  any other person who
lawfully acquires the same by assignment, purchase, or otherwise howsoever.

8.03 The directors may authorize the issue of any  debentures,  bonds,  or other
debt  obligations of the Company at a discount,  premium or otherwise,  and with
special or other rights or privileges  as to  redemption,  surrender,  drawings,
allotment of or  conversion  into shares,  attending at general  meetings of the
Company and  otherwise as the  directors  may determine at or before the time of
issue.

8.04  If the  directors  or any  of  them  or any  other  persons  shall  become
personally  liable for  the payment of any sum  primarily  due from the Company,
the  directors  may  execute or cause to be  executed  any  mortgage,  charge or
security over or affecting the whole or any part of the assets of the Company by
way of  indemnity  to secure the  directors  or persons  so  becoming  liable as
aforesaid from any loss in respect of such liability.

                                     PART 9

                           GENERAL AND CLASS MEETINGS

9.01 The general  meetings of the Company  shall be held at such time and place,
in accordance with the Company Act, as the directors appoint.

9.02 Every  general  meeting,  other than an annual  general  meeting,  shall be
called an extraordinary general meeting.

9.03 The directors  may,  whenever  they  think  fit, convene  an  extraordinary
general meeting.

9.04 Notice of a general  meeting shall specify the place,  the day and the hour
of  meeting,  and,  in case of  special  business,  the  general  nature of that
business.  The  accidental  omission  to give  notice of any  meeting to, or the
non-receipt  of any notice by, any of the  members  entitled  to receive  notice
shall not invalidate any proceedings at that meeting.

9.05 If any special business  includes the presenting,  considering,  approving,
ratifying  or authorizing the execution of any document, then the portion of any
notice  relating to that  document is sufficient if it states that a copy of the
document or proposed  document is or will be available for inspection by members
at an office of the  Company in the  Province  of British  Columbia or at one or
more designated places in the Province during business hours on any specified or
unspecified  working  day or days  prior to the date of the  meeting  and at the
meeting.

9.06 The  provisions  of these  Articles  relating  to the call and  conduct  of
general meetings apply, with the necessary changes and so far as are applicable,
to class  meetings  and to series  meetings,  except that the quorum for a class
meeting or a series meeting of the Company shall be one member present in person
or by proxy or (being a corporation)  represented in accordance  with Section 33
of the Company Act, holding not less than one-third of the shares affected.

                                    PART 10

                        PROCEEDINGS AT GENERAL MEETINGS

10.01 The following  business at a general meeting shall be deemed to be special
business:

(a)  All business at an extraordinary general meeting;

(b)  All  business  that is  transacted  at  an annual general meeting, with the
     exception of the consideration of the financial statement and the report of
     the directors and auditors,  the  election of directors, the appointment of
     the auditors and  such other business as, under these Articles, ought to be
     transacted at an  annual  general meeting, or any business which is brought
     under  consideration  by the report of the directors issued with the notice
     convening the meeting.

10.02 No business,  other than the election of a chairman and the adjournment or
termination  of the meeting,  shall be  conducted at any general  meeting at any
time when a quorum is not present. If at any time during a general meeting there
ceases to be a quorum present,  any business then in progress shall be suspended
until there is a quorum present or until the meeting is adjourned or terminated,
as the case may be. Save as herein  otherwise  provided,  a quorum  shall be one
member  present in person or by proxy-or  (being a  corporation)  represented in
accordance with Section 33 of the Company Act,  holding not less than one voting
share of the Company.

10.03 If within a half an hour from the time  appointed for a general  meeting a
quorum is not present, the meeting, if convened upon the requisition of members,
shall  be terminated;  but in  any other case,  it shall stand  adjourned to the
same day in the next week, at the 'Same time and place, and if, at the adjourned
meeting, a quorum is not present within half an hour from the time appointed for
the meeting, if the quorum for the meeting is one member holding or representing
one voting  share,  then the meeting shall be  terminated,  or, if the quorum is
greater than as aforesaid, the members present shall be a quorum.

10.04 Subject to Article  10.05,  the Chairman of the Board,  or in his absence,
the  President of the Company,  or in his absence one of the  directors  present
shall preside as chairman of every general meeting.

10.05 If at any general  meeting  there is no such  officer or director  present
within  fifteen  minutes after the time  appointed for holding the meeting or if
the Chairman of the Board and the President  and all the  directors  present are
unwilling to act as chairman, the members present shall choose some one of their
number to be chairman.

10.06 The chairman of a general  meeting may, with the consent of any meeting at
which  a quorum is present,  and shall,  if so directed by the meeting,  adjourn
the meeting from time to time and from place to place,  but no business shall be
transacted at any adjourned  meeting other than the business left  unfinished at
the meeting from which the adjournment  took place.  When a meeting is adjourned
for ten days or more,  notice of the adjourned  meeting but not "advance notice"
shall be given as in the case of the original meeting.  Except as aforesaid,  it
is not necessary to give any notice of an  adjournment  or of the business to be
transacted at an adjourned general meeting.

10.07 No resolution  proposed at a meeting may be put to the vote of the meeting
unless seconded and the chairman of any meeting is entitled to move or propose a
resolution.

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

10.09 In the case of any dispute as the  admission or  rejection of a vote,  the
chairman shall  determine the same and his  determination  made in good faith is
final and conclusive.

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

10.11 subject to the provisions of Article 10.12, if a poll is duly demanded, it
shall be taken in such manner and at such time, within seven days after the date
of the  meeting,  and such place as the  chairman  of the meeting  directs.  The
result of the poll shall be deemed to be the  resolution of the meeting at which
the poll is demanded. A demand for a poll may be withdrawn.

10.12 A poll demanded on a question of adjournment shall be taken at the meeting
without adjournment.

10.13 The demand for a poll  shall not,  unless the chair man so rules,  prevent
the  continuance of a meeting for the transaction of any business other than the
question on which a poll has been demanded.

                                    PART 11

                                VOTES OF MEMBERS

11.01 Subject to any rights or  restrictions  for the time being attached to any
class or classes of shares,  on a show of hands every  member  present in person
has one vote, and on a poll every member, present in person or by proxy, has one
vote for each share he holds.

11.02 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.

11.03 Where there are joint members  registered in respect of any share, any one
of the joint members may vote at any meeting,  either personally or by proxy, in
respect of the share as if he were  solely  entitled  to it. If more than one of
the joint members is present at any meeting,  personally or by proxy,  the joint
member  present  whose name stands first on the register in respect of the share
shall alone be entitled to vote in respect of that share.  Several  executors or
administrators  of a deceased  member in whose sole name any share stands shall,
for the purpose of this Article, be deemed joint members.

11.04 Subject to Section 183 of the Company Act, a corporation which is a member
may  vote  by its duly  authorized  representative  who is entitled to speak and
vote,  either  in person or by proxy,  and in all other  respects  exercise  the
rights of a member and that representative shall be reckoned as a member for all
purposes in connection with any meeting of the Company.

11.05 A member for whom a committee has been duly appointed may vote, whether on
a show of hands or on a poll, by his committee and that  committee may appoint a
proxyholder.

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

11.07 A vote given in  accordance  with the terms of an  instrument  of proxy is
valid  notwithstanding  the  previous  death or  incapability  of the  member of
revocation of the proxy or of the authority  under which the proxy was executed,
or the transfer of the share in respect of which the proxy is given, provided no
intimation in  writing  of the death,  incapability,  revocation or transfer has
been received at the registered  office of the Company or by the chairman of the
meeting or adjourned meeting before the vote is given.

11.08 Unless, in the circumstances,  the Company Act requires any other form  of
proxy,  an   instrument   appointing  a  proxyholder,  whether  for  a specified
meeting or  otherwise,  shall be in common  form,  or in any other form that the
directors shall approve.

                                    PART 12

                                   DIRECTORS

12.01 The directors may exercise all such powers and do all such acts and things
as the Company may  exercise  and do, and which are not by these  Articles or by
statute or other wise  lawfully  directed or required to be exercised or done by
the Company in general meeting, but subject,  nevertheless, to the provisions of
all laws affecting the Company and of these Articles and to any rules, not being
inconsistent  with  these  Articles,  which  are made  from  time to time by the
Company in general  meeting;  but no rule made by the Company in general meeting
shall  invalidate  any prior act of the directors  that would have been valid if
that rule had not been made.

12.02 The number of directors shall be not less than three nor more than fifteen
and shall be from time to time determined by ordinary resolution.

12.03 A director is not required to have any share qualification.

                                    PART 13

                      RETIREMENT AND ELECTION OF DIRECTORS

13.01 At the first annual general meeting of the Company and at every succeeding
annual  general  meeting,  all the  directors  shall  retire from office but are
eligible for re-election.  At every  annual  general  meeting the members  shall
fill up  the  vacated  of  offices  by  electing a like number of directors and,
whenever the number of  retiring  directors  is  less  than the  maximum  number
for the time  being required by or determined  pursuant to Article  12.02,  they
may also elect  such  further  number of  directors if any, as the Company  then
determines,  but  the  total  number of directors elected shall not exceed  that
maximum.

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

13.03 If the Company removes any director before the expiration of his period of
office and appoints  another person in his stead,  the person so appointed shall
hold office only during such time as the director in whose place he is appointed
would have held the office if he had not been removed..

13.04 The directors  have power at any time and from time to time to appoint any
person as a director to fill a casual  vacancy in the  directors.  The directors
shall  have  power  at any time and  from  time to time to  appoint  one or more
additional  directors;  but the number of additional  directors shall not at any
time exceed  one-third  of the number of  directors  elected or appointed at the
last annual  general  meeting of the Company.  Any  director so appointed  holds
office only  until  the  conclusion of the next following annual general meeting
of the Company, but is eligible for re-election at that meeting.

13.05 A director  may, with the approval of the  directors,  appoint any person,
whether a member of the Company or not, and whether a director of the Company or
not, to serve as his  alternate  director  and as such to attend and vote in his
stead at meetings of directors,  and such alternate  director shall, if present,
be  included  in the count for a quorum,  and if he be a  director,  he shall be
entitled to two votes, one as a director and the other as an alternate director.
If the appointing director so directs,  notice of meetings of directors shall be
sent to the alternate director and not to the appointing director.  An alternate
director shall ipso facto vacate office as an alternate director if and when the
appointing  director  vacates office as a director or removes the appointee from
office as alternate director, and  any  appointment or removal under this clause
shall be made in writing under the hand of the director making the same.

                                    PART 14

                            PROCEEDINGS OF DIRECTORS

14.01 The  directors  may meet together at such places as they think fit for the
dispatch  of  business,  adjourn  and  otherwise  regulate  their  meetings  and
proceedings  as they see fit. The directors may from time to time fix the quorum
necessary for the  transaction  of business and unless so fixed the quorum shall
be a majority of the directors then in office.  The Chairman of the Board, or in
his absence the  President of the Company,  shall be chairman of all meetings of
the directors;  but if at any meeting the Chairman of the Board or the President
is not present  within thirty  minutes after the time  appointed for holding the
meeting,  the  directors  present  may  choose  some one of their  number  to be
chairman at that meeting.  Any two directors may at any time and the  Secretary,
upon  the  request  of any  two  directors,  shall,  convene  a  meeting  of the
directors.

14.02 The directors, or any committee of directors, may take any action required
or permitted to be taken by them and may exercise all or any of the authorities,
powers and  discretions  for the time being vested in or  exercisable by them by
resolution  either passed at a meeting at which a quorum is present or consented
to in writing under Section 149 of the Company Act.

14.03 A director  may  participate in a meeting of directors or of any committee
of the  directors  by means of  conference  telephones  or other  communications
facilities by means of which all directors participating in the meeting can hear
each other and provided that all such directors agree to such  participation.  A
director  participating  in a meeting in  acc6rdance  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.

14.04 For the first  meeting of the directors to be held  immediately  following
the  appointment  or election of a director or  directors  at an annual or other
general  meeting of  shareholders,  or for a meeting of the directors at which a
director is appointed to fill a vacancy in the directors, it is not necessary to
give  notice of the  meeting  to the  newly-elected  or  appointed  director  or
directors for the meeting to be duly constituted,  provided that a quorum of the
directors is present.

14.05  Any  director  of the  Company  who may be  absent  temporarily  from the
Province of British Columbia may file, at the registered  office of the Company,
a waiver of notice,  which may be by letter,  telegram,  telex or cable,  of any
meeting of the  directors and may, at any time,  withdraw the waiver,  and until
the waiver is  withdrawn,  no notice of meetings of  directors  shall be sent to
that director, and any and all meetings of the directors of the Company,  notice
of  which has not been given to that director,  shall,  provided a quorum of the
directors is present, be valid and effective.

14.06  Questions  arising at any meeting of the directors  shall be decided by a
majority of votes. In case of an equality of votes, the chairman has a second or
casting vote.

14.07 No resolution  proposed at a meeting of directors need be seconded and the
chairman of any meeting is entitled to move or propose a resolution.

14.08 A resolution  in writing,  signed by each  director  shall be as valid and
effectual  as if it had been  passed at a meeting of  directors  duly called and
held. Such resolution may be in one or more  counterparts  each signed by one or
more  directors  which  together shall be deemed to constitute one resolution in
writing.

14.09 Not less than  forty-eight  hours'  notice of a meeting  of the  directors
shall be given in writing by delivery by hand or by telegraph  (provided  always
that notice shall also be sufficiently  given if it is mailed by prepaid post at
least three clear days in advance  (exclusive  of the day on which the notice is
mailed and  exclusive of any Sunday or holiday)) but any director may in writing
waive notice or accept shorter notice.  The directors may, by resolution,  fix a
regular time and place for  meetings,  and in that case notice shall be given of
such resolution or resolutions and thereafter no further notice need be given of
such meetings.

                                    PART 15

                      DIRECTORS - MISCELLANEOUS PROVISIONS

15.01 The  remuneration  of the directors may from time to time be determined by
the directors.

15.02 The directors shall be repaid such reasonable travelling,  hotel and other
expenses  as they may incur in and about the  business of the Company and if any
director  shall be required to perform  extra  services or should  other wise be
specially occupied about the Company's business, he shall be entitled to receive
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  he may be
entitled  to  receive,  and the same shall  be  charged  as part of the ordinary
working expenses.

15.03  Inasmuch as the directors of the Company are likely to be connected  with
other companies,  corporations or associations  with which from time to time the
Company must or may have  business  dealings,  no contract or other trans action
between  this Company and any other company, corporation or association shall be
affected by the fact that  directors  of the Company  are  interested  in or are
share   holders,  directors  or officers of such other  company,  corporation or
association.

                                    PART 16

                         EXECUTIVE AND OTHER COMMITTEES

16.01 The directors may after the annual general meeting of the Company and from
time to time as  vacancies  occur,  elect from among their  members an Executive
Committee.  The Executive  Committee  shall consist of not less than two members
but the  number of members may be  increased  or decreased  from time to time by
resolution of the directors.  The Executive  Committee  shall advise and aid the
officers  of the  Company  in all  matters  concerning  its  interests  and  the
management  of its business and affairs and may (subject to any  regulations  or
restrictions  which the directors may from time to time make or impose) exercise
any and all powers of the directors  while the latter are not in session  except
power to do any act which must by law be performed by the  directors  themselves
provided,  however,  that a report of all acts and  proceedings of the Executive
Committee done or had in the- interval  between  meetings of the directors shall
be made to the next  following  meeting  of the  directors  for the  information
thereof.  The Executive  Committee shall meet at such times and at such place or
places as shall be determined by the Executive  Committee and in accordance with
such rules as may be provided by resolution of the directors.  A majority of the
members of the Executive Committee shall constitute a quorum for the transaction
of business,  provided that in the event of there being no quorum present at any
meeting of the Executive Committee, any director or directors of the Company who
is or are requested by the chairman of such meeting to attend such meeting shall
have the  right to attend  and shall  thereupon  be a member or  members  of the
Executive Committee for such meeting.

16.02 The members of the Executive  Committee  shall be entitled to receive such
remuneration  for acting as members of the Executive  Committee as the directors
may from time to time determine.

16.03 The directors may delegate any, but not all, of their powers to committees
(other  than the Executive  Committee)  consisting of such director or directors
as they think fit.  Any  committee  so formed in the  exercise  of the powers so
delegated shall conform to any rules that may from time to time be imposed on it
by the directors,  and shall report every act or thing done in exercise of those
powers to the  earliest  meeting of the  directors  to be held next after it has
been done.

16.04 A  committee  may elect a chairman  of its  meetings;  if no  chairman  is
elected, or  if at any meeting the chairman is not present within thirty minutes
after the time appointed for holding the meeting,  the directors present who are
members of  the  committee  may choose one of their number to be chairman of the
meeting.

16.05 The  members of a  committee  may meet and  adjourn as they think  proper.
Questions  arising at any meeting  shall be determined by a majority of votes of
the members  present and in case of an equality of votes the chairman shall have
a second or casting vote.

                                    PART 17

                                    OFFICERS

17.01 The  directors  shall  elect from among their members a President  and, if
they see fit,  may elect a Chairman of the Board and may elect a  Vice-Chairman,
either of whom may also be the  President,  all or any of whom shall hold office
until their  successors  are elected.  Vacancies  occurring from time to time in
these offices may be filled by the directors from among their members.

17.02 The directors may designate the Chairman of the Board or the Vice-Chairman
if  any,  or  the  President  to  be  the  chief executive officer. Failing such
designation  the  Chairman of the Board or, if there be none,  the Vice-Chairman
or, if there be none, the President,  shall be the chief executive officer.  The
chief  executive  officer  shall,  subject to the control of the directors, have
and exercise general supervision over the management and control of the business
and affairs of the Company, its officers and employees.

17.03 The directors from time to time, shall appoint a Secretary and may appoint
one or more vice-Presidents, one  of  whom may be the chief  financial  officer,
and such  other  officers  as the directors may determine, including one or more
assistants to any of the officers so  appointed, and may determine  their duties
and, in the  discretion of the directors,  in the absence of a written agreement
to the contrary, may remove or  suspend  them. One person may hold more than one
office.

                                    PART 18

                            EXECUTION OF INSTRUMENTS

18.01 The  directors  may  provide a common seal for the Company and for its use
and they shall have power from time to time to destroy the same and substitute a
new seal in place of the seal destroyed.

18.02  Subject to the  provisions  of the Company Act, the directors may provide
for use in any other province, state, territory or country an official seal.

18.03 The  directors  shall  provide for the safe custody of the' common seal of
the Company which shall not be affixed to any instrument  except in the presence
of:

(a)  any two of the Chairman of the Board or the Vice-Chairman   (if any) or the
     President or a Vice-President or the Directors or the Secretary; or

(b)  such other officers  or persons as may be  prescribed  from time to time by
     resolution  of  the directors;  and  such  officers, directors, and persons
     shall sign every instrument to which  the seal of the Company is affixed in
     their presence.

18.04 To enable the seal of the Company to be affixed to  any bonds, debentures,
share  certificates, share warrants or other securities of the Company,  whether
in   definitive   or   interim   form  on  which  facsimiles  of  the respective
signatures of Chairman of the Board, Vice-Chairman, or the President, or a Vice-
President,  and the Secretary are mechanically reproduced there may be delivered
to the firm or company  employed to engrave, lithograph or print such definitive
or  interim  bonds,  debentures,  share  certificates,  share  warrants or other
securities one or more unmounted  dies  reproducing  the Company's  seal and the
President  or  a  Vice-President  and  the Secretary may by a writing  authorize
such  firm or  company  to  cause  the  Company's  seal  to be  affixed  to such
definitive or interim bonds, debentures,  share certificates,  share warrants or
other securities by the use of such dies. Bonds, debentures, share certificates,
share  warrants  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 as if it had actually been affixed  thereto and be valid and binding on the
Company and this notwithstanding that any person whose signature is so engraved,
lithographed  or printed as that of the  Chairman  of the Board,  Vice-Chairman,
President,  Vice-President  or Secretary  may have ceased to hold such office at
the date of the issue thereof.

                                    PART 19

                                   DIVIDENDS

19.01 The  directors may declare  dividends and fix the date of record  therefor
and the date for payment thereof.

19.02 Subject to the terms of shares with special  rights or  restrictions,  all
dividends shall be declared according to the number of shares held.

19.03 Dividends may be declared to be payable out of the profits of the Company.
No dividend shall bear interest against the Company.

19.04 A  resolution  declaring  a  dividend  may direct payment of the  dividend
wholly or partly by the distribution of specific assets or of paid up shares,
bonds,  debentures or other debt  obligations  of the Company,  or in any one or
more  of  those  ways,  and,  where  any  difficulty  arises  in  regard  to the
distribution,  the directors may settle the same as they think expedient, and in
particular  may fix the value  for  distribution  of  specific  assets,  and may
determine  that cash  payments  shall be made to a member  upon the basis of the
value so fixed in place of fractional  shares,  bonds, debentures or other debt
obligations  in order to adjust the rights of all  parties,  and may vest any of
those specific  assets in  trustees upon such trusts for the persons entitled as
may seem expedient to the directors.

19.05 Any dividend or other moneys  payable in cash in respect of a share may be
paid by cheque sent through the post to the member in a prepaid letter, envelope
or wrapper addressed to the member at his registered  address, or in the case of
joint members,  to the registered address of the joint member who is first named
on the  register,  or to such person and to such  address as the member or joint
members,  as the case may be, in  writing  direct.  Any one of two or more joint
members may give effectual  receipts for any dividend or other moneys payable or
assets distributable in respect of a share held by them.

19.06 Where the  dividend  to which a member is entitled  includes a fraction of
one  cent such fraction shall be disregarded in making payment  thereof and such
payment shall be deemed to be payment in full.

19.07 No notice of the declaration of a dividend need be given to any member.

19.08 The  directors  may,  before  declaring a  dividend,  set aside out of the
profits of the Company  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
the profits of the Company may be properly applied, and pending that application
may, at the like  discretion,  either be employed in the business of the Company
or be invested in such  investments,  other than shares of the  Company,  as the
directors may from time to time think fit.

                                    PART 20

                                    ACCOUNTS

20.01 The  directors  shall  cause  records  and books of accounts to be kept as
necessary  to record properly the financial affairs and condition of the Company
and to comply with the provisions of statutes applicable to the Company.

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

                                    PART 21

                                INDEMNIFICATION

21.01  The  Company  shall  indemnify  any  person  who was or is a party  or is
threatened to be made a party to any threatened,  pending or completed action or
proceeding,  whether or not brought by the Company or by a corporation  or other
legal entity or enterprise as hereinafter  mentioned and whether civil, criminal
or administrative,  by reason of the fact that he is or was a director, officer,
employee, or  agent of  Company  as  a  director,  officer, employee or agent of
another the Company or is or was serving at  the request of  the corporation,  a
partnership,joint venture, trust or other enterprise, against all costs, charges
and  expenses, including  legal fees and any amount paid to settle the action or
proceeding or satisfy a judgment,  if he acted honestly and in good faith with a
view  to  the  best  interests  of  the  corporation  or  other  legal entity or
enterprise as aforesaid of which he is or was a director,  officer,  employee or
agent,  as the case may be, and exercised the care,  diligence and  skill  of  a
reasonably  prudent person, and with respect to any criminal or  administrative,
action or  proceeding, he had reasonable grounds for  believing that his conduct
was lawful;  provided  that the Company shall not be bound to indemnify any such
person, other than a director,  officer or  an  employee  of  the  Company  (who
shall be deemed  to have  notice of this article and to have contracted with the
Company in terms hereof solely by virtue of  his acceptance of  such  office  or
employment),  if in acting as agent for the Company  or as a director,  officer,
employee or agent of another corporation or other legal  entity or enterprise as
aforesaid,  he does so by written request of the Company  containing  an express
reference  to this  article;  and  provided further that no  indemnification  of
a director or former director or officer or former  officer of the  Company,  or
director  or former  director or officer or former  officer of a corporation  in
which the Company is or was a  shareholder, shall  be  made except to the extent
approved by the Court pursuant to  the Company  Act  or  any  other statute. The
determination of any action, suit or proceeding by judgment, order,  settlement,
conviction  or  otherwise  shall not, of itself, create a  presumption  that the
person did not act honestly and in good faith and in  the best  interests of the
Company and did not  exercise the care,  diligence and  skill  of  a  reasonably
prudent  person and,  with  respect to any  criminal action or  proceeding,  did
not have  reasonable  grounds  to  believe  that his conduct was lawful.

21.02 The Company shall indemnify any person other than a director in respect of
any loss, damage,  costs or expenses  whatsoever incurred by him while acting as
an employee or agent for the Company unless such loss, damage, costs or expenses
shall arise out of failure to comply with instructions,willful act or default or
fraud by such person in any of which - events the Company  shall only  indemnify
such person if the  directors,  in their absolute  discretion,  so decide or the
Company by ordinary resolution shall so direct.

21.03 The indemnification provided by this Part shall not be deemed exclusive of
any other rights to which those seeking  indemnification  may be entitled  under
any  other  Part,  or any  valid  and  lawful  agreement,  vote  of  members  or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in  another  capacity  while  holding  such  office,  and shall
continue  as to a person who has ceased to be a director,  officer,  employee or
agent and shall enure to the benefit of the heirs,  executors and administrators
of such  person.  The  indemnification  provided  by this  article  shall not be
exclusive of any powers, rights, agreements or undertakings which may be legally
permissible or  authorized  by or  under  any  applicable  law.  Notwithstanding
any other provisions set forth in this Part, the  indemnification  authorized by
this Part shall be applicable only  to the extent that any such  indemnification
shall not duplicate indemnity  or  reimbursement  which that person has received
or shall receive otherwise than under this Part.

21.04 The  directors  are  authorized  from time to time to cause the Company to
give indemnities to any director,  officer,  employee, agent or other person who
has  undertaken  or is about to undertake any liability on behalf of the Company
or any corporation controlled by it.

21.05 Subject  to  the Company  Act, no director or officer or employee  for the
time being of the Company shall, be liable for the acts,  receipts,  neglects or
defaults  of any other  director or officer or  employee,  or for joining in any
receipt or act for conformity,  or- for any loss, damage or expense happening to
the Company  through  the  insufficency  or  deficiency of title to any property
acquired  by order of the Board for the  Company,  or for the  insufficiency  or
deficiency of any security in or upon which any of the moneys of or belonging to
the  Company  shall be  invested  or for any loss or  damages  arising  from the
bankruptcy,  in solvency,  or tortious  act of any person,  firm or  corporation
with  whom or which  any  moneys,  securities  or  effects  shall be  lodged  or
deposited  or for any loss  occasioned  by any error of judgment or oversight on
his part or for any other loss,  damage or misfortune  whatever which may happen
in the execution of the duties of his respective  office or trust or in relation
thereto  unless  the same  shall happen by or  through  his own  willful  act or
default, negligence, breach of trust or breach of duty.

21.06 Directors may rely upon  the accuracy of any statement of fact represented
by an officer of the  Company  to  be correct  or upon  statements  in a written
report of  the  auditor  of  the Company  and shall not be  responsible  or held
liable  for any loss or damage  resulting  from the paying of any  dividends  or
otherwise acting in good faith upon any such statement.

21.07 The directors may cause the Company to purchase and maintain insurance for
the benefit of any person who is or was a director,  officer,  employee or agent
of the Company or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, a partnership, joint venture,
trust or other enterprise  against any liability  incurred by him as a director,
officer, employee or agent.

                                    PART 22

                                    NOTICES

22.01 Except as otherwise  provided in these Articles,  a notice may be given to
any member or director,  either  personally or by sending it by post to him in a
prepaid letter,  envelope or wrapper  addressed to the member or director at his
registered address.

22.02 A notice  may be given by the  Company  to joint  members  in respect of a
share  registered  in their names by giving the notice to the joint member first
named in the register of members in respect of that share.

22.03 A notice may be given by the Company to the persons entitled to a share in
consequence  of the death or  bankruptcy  of a member by sending it through  the
post in a prepaid letter,  envelope or wrapper  addressed to them by name, or by
the title of representatives of the deceased,  or trustee of the bankrupt, or by
any like  description,  at the address,  if any, supplied for the purpose by the
persons claiming to be so entitled, or, until that address has been so supplied,
by giving  the notice in  any manner  in which the same might have been given if
the death or bankruptcy had not occurred.

22.04 Any notice or document sent by post to, or left at, the registered address
of any member, shall, notwithstanding that member is then deceased, and  whether
or not the Company has notice of  his  death, be deemed to have been duly served
in respect of any registered shares,  whether held solely or  jointly with other
persons by that deceased member,  until some  other  person is registered in his
stead as the member or joint member in respect of those shares, and that service
shall for all purposes of these Articles be deemed a sufficient  service of such
notice  or  document  on  his  personal representatives and all persons, if any,
jointly interested with him in those shares.

22.05 Any  notice  sent by post  shall be deemed to have been  served on the day
following that on which the letter,  envelope or wrapper  containing the same is
posted,  and in proving  service  it is  sufficient  to prove  that the  letter,
envelope or wrapper  containing  the notice was properly  addressed and put in a
Canadian Government post office, postage prepaid.

22.06 Notice of every general meeting shall be given in any manner  hereinbefore
authorized to:

(a)  every member holding a share or shares carrying the right  to  vote at such
     meetings on  the  record  date or, if no record date was established by the
     directors, on the date of the mailing of such notice;

(b)  every person upon  whom  the ownership of a share devolves by reason of his
     being  a  legal  personal  representative  or  a trustee in bankruptcy of a
     member where the member but for his death or bankruptcy  would  be entitled
     to receive notice of the meeting.

No other person is entitled to receive notice of geno meetings.

DATED at Vancouver, British Columbia this
day of  19

Signature of the Subscriber to the Memorandum: