FILED AND REGISTERED

FEB 13 1981

M. A. Jorre de St. Jorre
REGISTRAR OF COMPANIES

                                  COMPANIES ACT

                                   MEMORANDUM

Certfied true copies
Feb 13 1981


     I wish to be formed  into  a  company  with  limited  liability  under  the

Companies Act in pursuance of this Memorandum.

1.   The name of the Company is 226896 B.C.LTD.


2.   The authorized capital of the Company  consists of 1,000 shares without par
     value.

3.   I agree to take the number and kind and class of share in  the  Company set
     opposite my name.

Full Name, Resident Address &                Number, Kind & Class of
Occupation of Subscriber                     Shares taken by Subscriber

James Mercer Munsie                          One (1) Common share without par
#102 - 2130 York Street                      value.
Vancouver, B.C.
Barrister & Solicitor

TOTAL SHARES TAKEN ONE (1) Common

Dated this 30th day of January, 1981.

<PAGE>

<TABLE>

                                  ARTICLES OF

                                   B.C. Ltd.

                               TABLE OF CONTENTS

<CAPTION>

PART           ARTICLE                  SUBJECT
<S>            <C>                      <C>
1.             INTERPRETATION
               1.1.                     Headings
               1.2.                     Definition
               1.3.                     Construction of Words
               1.4.                     Definitions same as Company Act
                                        Interpretation Act Rules of Construction
                                        Apply

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

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

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

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

6.             ALTERATION OF CAPITAL
               6.1.                     Increase of Authorized Capitzl
               6.2.                     Other Capital Alte-ra-tions
               6.3.                     Creation, Variation and Abrogation
                                        of Special Rights and Restrictions
               6.4.                     Consent of Class Required
               6.5.                     Special Rights of Conversion
               6.6.                     Class Meetings of Muarcbeyrs

7.             PURCHASE AND REDEMPTION OF SHARES
               7.1.                     Conpany Authorized to Purchase or
                                        Redeem its Shares
               7.2. & 7.3.              Redenption of Shares

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

9.             GENERAL MEETINGS
               9.1.                     Annual General Meetings
               9.2.                     Waiver of Annual General Meetings
               9.3.                     Classificatim of General Meetings
               9.4.                     Calling of Meetings
               9.5.                     Advance Notice for Electiarl of
                                        Directors
               9.6.                     Notice for General Meeting
               9.7.                     Waiver or Reduction of Notice
               9.8.                     Notice of Special Business at
                                        General Meeting

10.            PROCEEDINGS AT GENERAL MEETINGS
               10.1.                    Special Business
               10.2.                    Requirenent of Quorum
               10.3.                    Quorum
               10.4.                    Lack of Quortm
               10.5.                    Chairman
               10.6.                    Alternate Chairman
               10.7.                    Adjournments
               10.8.                    Resolutions Need Not be Seconded
               10.9.                    Decisions by Show of Hands or Poll
               10.10.                   Casting Vote
               10.11.                   Manner of Taking Poll
               10.12.                   Retention of Ballots Cast on a Poll
               10.13.                   Casting of Votes
               10.14.                   Ordinary Resolution Sufficient

11.            VOTES OF MEMBERS
               11.1.                    Number of Votes Per Share or Member
               11.2.                    Votes of Persons in Representative
                                        Capacity
               11.3.                    Representative of a Corporate Manber
               11.4.                    Votes by Joint Holders
               11.5.                    Votes by Comnittee for a Member
               11.6.                    Appointzaent of Proxyholders
               11.7.                    Execution of Forin of Proxy
               11.8.                    Deposit of Proxy
               11.9.                    Form of Proxy
               11.10.                   Validity of Proxy Vote
               11.11.                   Revocation of Proxy

12.            DIRECTORS
               12.1.                    Number of Directors
               12.2.                    Remuneration and Expenses of Directors
               12.3.                    Qualificaticn of Directors

13.            ELECTION AND REMOVAL OF DIRECTORS
               13.1.                    Election at Annual General Meetings
               13.2.                    Eligibility of Retiring Director
               13.3.                    Continuance of Directors
               13.4.                    Election of Less than Required
               13.5.                    Filling a Casual Vacancy
               13.6.                    Additional Directors
               13.7.                    Alternate Directors
               13.8.                    Termination of Directorship
               13.9.                    Removal of Directors

14.            POWER AND DUTIES OF DIRECTORS
               14.1.                    Management of Affairs and Business
               14.2.                    Appointment of Attorney

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

16.            PROCEEDINGS OF DIRECTORS
               16.1.                    Chairman and Alternate
               16.2.                    Meetings - Procedure
               16.3.                    Meetings by Conference Telephone
               16.4.                    Notice of Keeting
               16.5.                    Waiver of Notice of Meetings
               16.6.                    Quorum
               16.7.                    Continuing Dixectors may Act During
                                        Vacancy
               16.8.                    Validity of Azts of Directors
               16.9.                    Resolution in Writing Effective

17.            EXECUTIVE AND OTHER C0MMITTEES
               17.1.                   Appointment of Executive Committee
               17.2.                   Appointnent of Cdmdttees
               17.3.                   Procedure at Meetings

18.            OFFICERS
               18.1.                   President and Secretary Regaired.
               18.2.                   Persons Holding More than One Office
                                       and Renuneration
               18.3.                   Disclosure of Conflicting Interest

19.            INDEMNITY AND PROTECTION OF DIRECTORS,
                        OFFICERS AND EMPLOYEES

               19.1.                   Indemnificaticn of Directors
               19.2.                   Indemnification of Officers,
                                       Employees, Agents
               19.3.                   Indemnification not Invalidated by
                                       Non-conpliance
               19.4.                   Company may Purchase Insura nce

20.            DIVIDENDS AND RESERVES
               20.1.                   Declaration of Dividends
               20.2.                   Declared Dividend Date
               20.3.                   Proportionate to Number of Skiares
                                       Held
               20.4.                   Reserves
               20.5.                   Receipts from Joint Holders
               20.6.                   No interest on Dividends
               20.7.                   Payment of Dividends
               20.8.                   Capitalization of Undistributed
                                       Surplus

21.            DOCUMENTS, RECORDS AND REPORTS
               21.1.                   Documents to be Kept
               21.2.                   Accounts to be Kept
               21.3.                   Inspecticn of Accounts
               21.4. & 21.5.           Financial Statements and Reports

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

23.            RECORD DATES
               23.1.                   Record Date
               23-2.                   No Closure of Register of Members

24.            SEAT
               24.1.                   Affixation of Seal to Documents
               24.2.                   Mechanical Reproducticn of
                                       Signatures
               24.3.                   Official Seal for Other
                                       Jurisdictions

25.            PROHIBITIONS
               25.1.                   Number of Menters
               25.2.                   No Securities to be Offered to the
                                       Public
               25.3.                   Restrictions on Transfers of Shares

26.            RESIRICTIONS ON SHARE TRANSFERS
               26.1.                   Offer to other Members
               26.2.                   Directors may Decline to Register
                                       Transfers

</TABLE>

<PAGE>

                          PROVINCE OF BRITISH COLUMBIA
                                   COMPANY ACT

                                    ARTICLES

                                       OF

                                226896 B.C. LTD.

                                     PART 1

                                 INTERPRETATION

1.1 The  headings  contained in these Articles Are for convenience  of reference
only and shall not in any way affect the construction of tbose Articles.

1.2 In  these Articles,  unless  there is  scuething  in the  subject or context
inconsistent therewith:

"Board"  al'4 "the  Directors"  or "the  directors"  man the  Directors  or sole
Director of the Ccnpany for the tinie being.

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

"Seal" means the common seal of the Company.

"Month" means calendar month.

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

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

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

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

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

                                     PART 2

                         SHARES AND SHARE CERTIFICATES

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

2.2 If a share certificate

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

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

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

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

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

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

                                     PART 3

                                ISSUE OF SHARES

3.1 Subject to Article 3.2 and to any direction  to the  Contrary  ontained in a
resolution  passed   at   a   general  meeting   authorizing  any  increased  or
alteration  of  capital,  the shares shall be under the control of the Directors
who  may,  subject to the rights of the holders of the shares of the Company for
the time  being  issued,  issue,  allot,  sell or otherwise  dispose of,  and/or
grant  options  on or otherwise  deal in, shares  authorized but not outstanding
at such times, to such persons (including Directors),  in such manner, upon such
terms and conditions, and at such price or for such  consideration, as  they, in
their absolute discretion, may determine.

3.2 If  the  Company  is, or becomes a company which is not a reporting company,
the Directors shall,  before  allotting any shares, first offer those shares pro
rata  to  the members,- but if there are classes of shares, the directors  shall
first offer the shares to  be allotted   pro rata  to, the  shareholders holding
shares of the class proposed to  be  allotted, and  if  any  shares, remain, the
directors  shall then  offer the remaining shares pro rata to the other members.
The  offer shall  be made by notice specifying the number of shares offered, the
price  of  same, limit  the time for acceptance and contain a statement that the
offer may be accepted by  notice  to  the Company  received  at an address which
shall  clearly  be  specified  therein.   After  the  expiration of the time for
acceptance or on receipt by the Company, at  the  address  set out as aforesaid,
written confirmation from the person to whom the offer is made that he  declines
to  accept  the  offer,  and if there are no other  members  holding  shares who
should first receive  an  offer, the directors may for three  months  thereafter
offer   the   shares  to  such  persons  and  in  such manner as they think most
beneficial  to  the  Company;  but  the offer to those persons shall not be at a
price less than or on term more favorable than the offer to the members.

3.3 A member  who, in writing,  waives his right to receive an offer referred to
in the immediately  preceding Article 3.2 hereof shall not revoke same, and such
member shall be contractually  bound to any allottee  subscribing or agreeing to
subscribe for shares which  the member  has waived his right to receive an offer
therefor as aforesaid  and any such  allottee  shall be deemed to have notice of
this Article and to have agreed to subscribe for shards  relying on this Article
by virtue of his subscription of any such shares as aforesaid.

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

3.5 No share may be issued  until it is fully  paid and the  Company  shall have
received  the full  consideration  therefor in cash,  property or past  services
actually  performed  for the Company.  The value of property or services for the
purpose  of this  Article  shall be the value  determined  by the  Directors  by
resolution to be, in all circumstances of the transaction, the fair market value
thereof.

                                     PART 4

                                 SHAM REGISTERS

4.1 The Company shall keep or cause to be kept a register of members, a register
of  transfers  and a register  of  allotments  within  British Columbia,  all as
required by the Company  Act, and may combine one or more of such registers.  If
the Company's capital shall consist of more than one class of shares, a separate
register of members,register of transfers and register of allotments may be kept
in  respect  of each class of shares. The Directors on behalf of the Company may
appoint a trust company to keep the register of members, register  of  transfers
and  register of  allotments  or, if there is more than one class of shares, the
Directors may appoint a trust company, which need not be the same trust company,
to keep the register of members, the register of transfers and  the  register of
allotments for each class of share. The Directors on behalf of  the  Company may
also appoint one or more trust companies,including the trust company which keeps
the said  registers of its shares or of a class  thereof,  as transfer agent for
its shares or  such  class  thereof, as the case may be, and the same or another
trust company or companies as registrar for its shares or such class thereof  as
the case may be.  The Directors may terminate the appointment of  any such trust
company at any time and my appoint another trust company in its place.

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

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

                                     PART 5

                      TRANSFER AND TRANSMISSION OF SHARES

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

5.2  The  signature  of the  registered  owner  of any  shares,  or of his  duly
authorized attorney,  upon an authorized instrument of transfer shall constitute
officer,a complete and sufficient authority to the Company, its directors,of and
agents  to register, in  the name of the transferee as named in the 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 shall constitute  complete  and  sufficient
authority to the Company, its directors, officers and agents to register, in the
name  of  the  person  in  whose  behalf  any  certificate  for the shares to be
transferred is deposited with the Company for the purpose of having the transfer
registered, the number of shares specified in the instrument of transfer  or, if
no number is specified, all the shares represented  by  all  share  certificates
deposited with the instrument of transfer.

5.3 Neither the Company or any Director,officer or agent there of shall be bound
to  inquire  into  the  title  of  the  person named  in the form of transfer as
transferee,  or,  if  no  person is named therein as transferee of the person on
whose behalf the certificate is  deposited  with  the Company for the purpose of
having  the  transfer  registered  or  be liable to any claim by such registered
owner or by any intermediate owner or holder of the certificate or of any of the
shares represented thereby or any interest therein for registering the transfer,
and the transfer,  when  registered,  shall confer upon the person in whose name
the shares have been registered a valid title to such shares.

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

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

5.6     In the case  of  the death  of a member, the survivor or survivors where
the deceased was a Joint registered holder and the legal personal representative
of  the  deceased  where  he  was  the  sole  holder,  shall be the only persons
recognized  by  the  Company  as  having any title to his interest in the shares
Before  recognizing any legal personal representative, the Directors may require
him  to  obtain  a  grant  of  probate  or  letters of administration in British
Columbia.

5.7 Upon the death or bankruptcy  of  a  member,  his personal representative or
trustee  in   bankruptcy,  although  not  a  member, shall have the same rights,
privileges  and  obligations  that  attach  to  the  shares formerly held by the
deceased  or  bankrupt member if the documents required by the Company Act shall
have been deposited at the Company's registered office.


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

                                     PART 6

                             ALTERATION OF CAPITAL

6.1 The Company way by ordinary  resolution  filed with the Registrar  amend its
Memorandum to increase the authorized capital of the Company by:

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

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

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

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

6.3 The Company may alter its Memorandum or these Articles:

(i) by special  resolution, to create, define and attach special restrictions to
any sharer and

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

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

6.5 If the Company is or becomes a reporting  company,  no resolution to create,
vary or  abrogate  any special  right of  conversion  attaching  to any class of
shares  shall be  submitted  to any   meeting  of  members  unless  any  consent
thereto  required  to be  obtained  under the  Company Act shall have been first
obtained.

6.6 Unless  these  Articles  otherwise  provide, the provision of these Articles
relating to general meetings shall apply, with the necessary changes and  so far
as they are applicable, to a class meeting of members holding a particular class
of  shares,  but  the quorum at a class meeting shall comply with any applicable
provisions of the Company Act.

                                     PART 7

                       PURCHASE AND REDEMPTION OF SHARES

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

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

7.3  Subject to the  provisions  of the Company  Act,  any shares  purchased  or
redeemed by the Company  may be sold or issued by it, but while such  shares are
held by the  Company,  it shall not exercise any vote in respect of these shares
and no dividend shall be paid thereon.

                                     PART 8

                                 BOOMING POWERS

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

(i) borrow money in such manner and amount, on such security,  from such sources
and upon such terms and conditions as they think fit;

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

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

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

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

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

8.5 The  Company  shall  keep  or cause to be kept a register of indebtedness to
every  Director  or  officer  of  the Company or an  associate of any of then in
accordance with the provisions of the Company Act.

                                     PART 9

                                GENERAL MEETINGS

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

9.2 If the Company is, or became a company which is not a reporting company  and
all the members entitled to attend and vote at an annual general meeting consent
in writing to all the  business  which is  required, or desired to be transacted
at the meeting, the meeting need not be held.

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

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

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

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

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

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

                                    PART 10

                        PROCEEDINGS AT GENERAL MEETINGS

10.1 All business shall be deemed special business which is transacted at:

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

(ii) an annual general meeting, with the exception of the conduct of, and voting
at  such  meeting,  the  consideration  of the  financial  statement  and of the
respective  reports of the Directors and Auditor,  fixing or changing the number
of  directors,  approval of a motion to elect two or more  directors by a single
resolution,  the election of  Directors,  the  appointment  of the Auditor,  the
fixing of the  remuneration  of the Auditor and such other  business as by these
Articles or the Company Act may be transacted at a general meeting without prior
notice thereof being given to the members or any business which is brought under
consideration by the report of the Directors.

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

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

10.4 If within  half an hour  from the time  appointed  for a general  meeting a
quorum is not present,  the meeting, if convened upon the requisition of members
shall  be dissolved. 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,  the person or persons  present and being,  or representing by proxy, a
member  or members entitled to attend and vote at the meeting shall be a quorum.

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

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

10.7 The  chairman  may  and  shall,  if so directed by the meeting, adjourn the
meeting  from  time  to  time  and from place to place, but no business shall be
transacted  at any  adjourned meeting other than the business left unfinished at
the meeting from which the adjournment took place.   When a meeting is adjourned
for Thirty (30) days or more, notice, but not "advance notice", of the adjourned
meeting shall be given as in the case of an original meeting. Save as aforesaid,
it  shall  not be  necessary  to give any notice  of an adjourned  meeting or of
the business to be transacted at an adjourned  meeting.

10.8 No  motion  proposed at a general meeting need be seconded and the chairman
may propose or second a motion.

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

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

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

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

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

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

                                    PART 11

                                VOTES OF MEMBERS

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



11.2 Any person who is not registered as a member but is entitled to vote at any
general  meeting in respect of a share may vote the share in the same  manner as
if he were a maber; 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 way be, at which he proposes to vote.

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

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

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

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

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

(i) the Company is at the time a reporting ccopany; or

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

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

(iv) the  persons  present  in  person  or  by proxy and entitled to vote at the
meeting by resolution permit the proxyholder to attend and vote; for the purpose
of such resolution the proxyholder shall be counted in the quorum, but shall not
be entitled to vote and in all other cases a proxyholder nust be a member.

11.8 A form of proxy and the power of attorney or other authority, if any, under
which it is signed or a notarially  certified copy thereof shall be deposited at
the registered  office of the Ccnpany or at such other place as is specified for
that purpose in the notice convening the meeting,  not. than 48 hours (excluding
Saturdays,  Sundays  and  holidays)  before the time for  holding the meeting in
respect of which the person  named in the  instrument is appointed.  In addition
to any other method of depositing proxies  provided  for in these Articles,  the
Directors may from time to time by resolution make  regulations  relating to the
depositing  of proxies at any place   or places and fixing the time or times for
depositing  the  proxies not  exceeding 48 hours (excluding  Saturdays,  Sundays
and  holidays)  preceding  the  meeting  or  adjourned  meeting specified in the
notice  calling  a  meeting  of  members and  providing  for particulars of such
proxies to be sent to the Company or any agent of t1he  Company in writing or by
letter,  telegram, telex or any method of transmittinq legibly recorded messages
so as to arrive before the  comencement  of the meeting or adjourned  meeting at
the  office of the  Company  or of any agent of the  Company  appointed  for the
purpose of receiving  such  particulars  and providing that proxies so deposited
may be acted upon as though the proxies themselves were deposited as required by
this Part arid votes given in accordance  with such  regulations  shall be valid
and shall be counted.

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

(Name of Cmpany)

        The undersigned, being a member of the above-named Ccnpany,
hereby appoints         I
or failing him
as proxyholder for the undersigned to attend, act and vcrte for and on
behalf of the undersigned at the general meeting of the Clonpany to be
held on the             day of  and at any adjournment
thereof.

Signed this             day of  19

(Signature of Member)

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

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

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

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

                                    PART 12

                                   DIRECTORS

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

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

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

                                    PART 13

                       ELECTION AND REMOVAL OF DIRECTORS

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

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

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

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

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

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

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

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

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

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

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

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

                                    PART 14

                         POWERS AND DUTIES OF DIRECTORS

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

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

                                    PART 15

                      DISCLOSURE OF INTEREST OF DIRECTORS

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

15.2 Subject to the  provisions of the Company Act, a Director  shall be counted
in the quoran present at the meting and nay vote in respect of any such contract
or transaction  with the Ccapany in which he is interested).  Not so as to limit
the generality of the  foregoing and subject to  the  provisions of  the Company
Act, a Director shall be specifically entitled to vote in respect of:

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

(ii) any  contract or transaction made or to be wade with, or for the benefit of
a  holding  corporation  or  a  subsidiary  corporation of which a Director is a
director;

(iii) any  contract  by  a  Director  to  subscribe  for or underwrite shares or
debentures to  be  issued  by  the Company or a subsidiary of the Company or any
contract, arrangement  or  transaction  in  which  a  Director  is,  directly or
indirectly,  interested  if  all  the  other  Directors  are  also,  directly or
indirectly interested in the contract, arrangement or transaction;
(iv) determining the remuneration of the Directors;

(v) purchasing  and maintaining insurance to cover against liability incurred by
then as Directors; or

(vi) the indemnification of any Director by the Company.

These specific  entitlements may fran time to time be suspended or mended to any
extent  approved by the Ocnpany in general  meeting and permitted by the Company
Act, either generally or in respect of any particular contract or transaction or
for any particular period.

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

15.4 Subject to compliance  with the provisons of the Company Act, a Director or
any  corporation  or firm in which he has an interest way act in a  professional
capacity  for the  Company  (except as auditor  of the  Company)  and he or such
corporation or firm shall be entitled to renuneration for professional  services
as if he were not a Director.

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

                                    PART 16

                            PROCEEDINGS OF DIRECTORS

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

16.2 The Directors  may meet together for the dispatch of business,  adjourn and
otherwise  regulate their meetings,  as they think fit. Questions arising at any
meeting  shall be decided  by a majority  of votes.  In case of an  equality  of
votes,  the Chairman  shall ncrt have a second or casting vote.  Meetings of the
Board held at regular intervals may be held at such place, at such time and upon
such notice (if any) as the Board may by resolution fran time to time determine.

16.3 A Director may participate in a meeting of the Board or of any committee of
the  Directors  by  means  of  conference  telephones  or  other  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 accordance  with this Article  shall be
deemed to be  present at the meeting and to  have so agreed and shall be counted
in the quorum therefor and be entitled to speak and vote thereat.

16.4 A Director way, and the Secretary or an Assistant Secretary upon request of
a  Director  shall call a meeting of the Board at any time Reasonable  notice of
such meeting  specifying the place,  day and hour of such neeting shall be given
by mail,  postage  prepaid,  addressed to each of the  Directors  and  alternate
Directors  at his  address  as it  appears  on the books of the  Clompany  or by
leaving  it at his  usual  business  or  residential  address  or by  telephcne,
telegram,  telex,  or  any  method of transmitting legibly recorded messages. It
shall not be necessary to give rotice of a meeting of Directors, to any Director
or alternate Director:

(i) who is at the time not in the Province of British Colianhia; or

(ii) if such meeting is to be held immediately following a  genetal  meeting  at
which  such  Director shall  have been elected or is the meeting of Directors at
which such Director is appointed.

16.5 Any Director of the Conpany may file with the Secretaxy a document executed
by him waiving notice of any past, present or future meeting or  meetings of the
Directors  being,  or  required  to have  been sent  to  him and may at any time
withdraw such waiver with respect to meetings held thereafter. After filing such
waiver with  respect to future  meetings  and until such  waiver  is  withdrawn,
no  notice  need  be  given  to such  Director and unless the Director otherwise
requires  in  writing  to  the  Secretary,  to  his  alternate  Director  of any
meetings of Directors and all meetings of the  Director so held shall  be deemed
not to be improperly called or constituted by reason of  notice not  having been
given to such Director or alternate Director.

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

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

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

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

                                    PART 17

                         EXECUTIVE AND OTHER COMMITTEES

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

17.2 The Directors  may  by resolution appoint one or more committees consisting
of such  member or members of their body as they think fit and may  delegate  to
any  such  committee  between  meetings  of  the  Board such powers of the Board
(except the  power  to  fill vacancies in  the Board and the power to change the
membership  of  or fill vacancies in any committee of the Board and the power to
appoint or reomve officers appointed by the Board) subject to such conditions as
may be prescribed in such resolution, and all committees so appointed shall keep
regular minutes of their transactions and shall cause them  to  be  recorded  in
books kept for that purpose and shall report the same to the Board of  Directors
at  such  times  as  the  Board  of Directors may from time to time require. The
Directors  shall also  have  power  at  any  time  to  revoke  or  override  any
authority given  to or  acts  to be  done  by  any  such committees except as to
acts done before such  revocation or overriding and to terminate the appointment
or change the nembership of a conmittee and to fill vacancies in it.  Committees
may make rules for the conduct of their business and may appoint such assistants
as  they  may  deem  necessary.  A  majority of the members of a committee shall
constitute a quorum thereof.

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

                                    PART 18

                                    OFFICERS

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

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

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

                                    PART 19

                          INDEMNITY AND PROTECTICN OF
                       DIRECTORS, OFFICERS AND EMPLOYEES

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

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

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

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

                                    PART 20

                             DIVIDENDS AND RESERVE

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

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

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

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

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

20.6 No dividend shall bear interest against the Company.  Where the dividend to
which a member is entitled  includes a fraction of a cent,  such fraction  shal1
be disregarded in making payment  thereof and such payment shall be deared to be
payment in full.

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

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

                                    PART 21

                         DOCUMENTS, RECORDS AND REPORTS

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

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

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

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

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

                                    PART 22

                                    NOTICES

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

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

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

22.4 Notice of every general  meeting or meeting of mexrbers  holding a class of
shares  shall  be  given in a manner  hereinbefore  authorized  to every  member
holding at the time of the issue of the notice or the date fixed for determining
the nxnbers  entitled to such notice,  whichever  is the  earlier,  shares which
confer the right to notice of and  to.attend  and vote at any such  meeting.  No
other perscn  except the auditor of the Company and the Directors of the Conpany
shall be entitled to receive notices of any such meting.

                                    PART 23

                                  RECORD DATES

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

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

                                    PART 24

                                      SEAL

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

(i) any two Directors; or

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

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

(iv) such  person  or  persons as the Directors may from time time by resolution
appoint

and the said Directors, Officers, person or persons in whose presenm the seal is
so affixed to an instrument shall  sign such  instrument.  For  the  purpose  of
certifying under seal true copies of any document or resolution, tbe seal may be
affixed in the presence of any cne of the foregoing persons.

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

24.3 The  Company  may  have  for use in any other province, state, territory or
country  an   official  seal  which  shall  have  on  its  face  the name of the
province,  state, territory or country where it is to be used  and  all  of  the
powers  conferred  by the  Company Act with  respect  thereto may be xercised by
the Directors or by a duly authorized agent of the Company.

                                    PART 25

                                  PROHIBITIONS

25.1 The number of members shall be limited to fifteen.

25.2 No shares or debt obligations issued by the Company  shall  be  offered for
sale to the public.

25.3 No  shares  shall  be  transferred  without  the  previous  consent  of the
Directors  expressed by a resolution of the Board and the Directors shall not be
required  to give any  reason  for  refusing  to  consent  to any such  proposed
transfer.

                                    PART 26

                         RESTRICTION ON SHARE TRANSFERS

26.1 No shares in the capital of the Company shall be transferred by any menber,
or the personal  representative  of any deceased menber or trustee in bankruptcy
of any bankrupt  member,  or the  liquidator of a member which is a corporation,
except under the following conditions:

(a) A person (herein called the "proposing transferor") desiring to transfer any
share or shares in the Ccnpany shall give notice in writing  (herein  called the
"transfer  notice") to the Ccapany  that he desires to  transfer  the same.  The
transfer  notice  shall  specify the price,  which shall be  expressed in lawful
n-oney of Canada,  and the terms of payment upon which the proposing  transferor
is prepared to transfer the share or shares and shall constitute the Ccnpany his
agent for the sale  thereof to any member or members of the Ccnpany at the price
and upon the terms of payment so specified. The transfer notice shall also state
whether or not the prcposing  transferor has had an offer to purchase the shares
or any of them  from,  or  proposes  to sell  the  shares  or any of them to any
particular  perscn  or  persons  who are not  mmbers,  and if so,  the names and
addresses of such persons shall be specified in the transfer  notice.  The trans
fer notice shall  constitute an offer by the  proposing  transferor to the other
members of the Conpany  holding  shares of the class or classes  included in the
transfer  notice and shall not be  revocable  except  with the  sanction  of the
directors.  If the  transfer  notice  pertains to shares of more than cne class,
then the  consideration  and terms of payment for each class of shares  shall be
stated separately in the transfer notice.

(b) The directors  shall  forthwith upon receipt  thereof  transmit the transfer
notice to each of the  members,  other than the  proposing  transferor,  holding
shares of the class or classes set forth in the transfer  notice and request the
member to Whcrn the transfer  notice is sent to state in writing  within 14 days
whether he is willing to accept any, and if so, the maximan  number of shares be
is willing to accept at the price and. upon the terms  specified in the transfer
notice.  A menber  shall only be  entitled  to  purchase  shares of the class or
classes held by him.

(c) UPon the expiration of the 14 day notice period referred  to in Article 26.1
(b), if the directors shall have received from the  members  entitled to receive
the transfer notice sufficient acceptances to take up the full number  of shares
offered by  the  transfer notice, and  if the transfer notice includes shares of
more than one class,  sufficient  acceptances from the members of each class  to
take up the full nunber of shares of each class offered by  the transfer notice,
the directors shall thereupon apportion shares so offered among  the  members so
accepting  and so far as maybe,  pro rata,  according  to  the  number of shares
held by each of them  respectively,  and in the case of more than one class   of
shares,  then Pro rata  in respect of each class.  If the  directors,  shall not
have received sufficient acceptaxices as aforesaid, they may,  but only with the
consent  of the  proposing  transferor,  who shall  not  be  obliged  to sell to
numbers in the  aggregate  less than the  total  number of shares of one or more
classes of shares  offered by  the  transfer  notice,  apportion  the  shares so
offered  among the members so accepting so far as may be according to the number
of shares held by each respectively, but only up to the amount accepted by  such
members  respectively.   Upon  any  such apportionment beinq made, the proposing
transferor  shall be bound upon payment of the price transfer the shares to  the
respective members to whom the directors have apportioned same. If, in any case,
the proposing transferor having become so bound fails in transferring any share,
the  Company may  receive the  purchase  money for  that share and shall receipt
cause the name of the Purchasing member  to  be  entered in the rcgis-ter as the
holder  of  the  shares  and  cancel  the certificate of the share held  by  the
proposing  transferor, whether the same shall be produced to the Company or not,
and shall hold such  purchase when in trust for the  prcposuig  transferor.  The
receipt of the Company for the purchase money shall be a good  discharge  to the
purchasing  member and after his name has been  entered  in  the  register,  the
validity of the Proceedings shall not be questioned by any person.

(d) In the event that some or all of the shares offered  shall not be sold under
the preceding Articles within the 14 day period referred to in Article 26.1 (b),
the proposing  transferor  shall be at liberty for a Period of 90 days after the
expiraticn of that period to transfer such of the shares so offered as  are  not
sold to any person, provided  that  he  shall not sell them at a price less than
that specified in the transfer  notice or cn term more favourable to a Purchaser
than those specified in the transfer notice.

The provisions as to transfer contained in this Article shall not apply:

(i) if before the  proposed  transfer of shares is made,  the  transferor  shall
cbtain consents to the  proposed  transfer from  members of the Company,  who at
the time of the transfer are the registered holders of two-thirds or more of the
issued  shares of the class to be  transferred  of the  Company or if the shares
ccaprised more than cne class,  then from the  registered  holders of two-thirds
or more of the shares of each class to be transferred  and such consent shall be
taken to be a waiver of the  application  to the  preceding  articles as regards
such transfer; or

(ii) to a transfer of shares  desired  to  be  made merely  for  the  purpose of
effectuating the appointment of a new trustee  for  the  owner thereof, provided
that it is proved to the satisfaction of the Board that such is the case.

26.2 Notwithstanding anything  contained in these articles, the directors may in
their absolute  discretion  decline to register any transfer of shares and shall
not be required to disclose their reasons therefor.

Full Name(s), Address(es) and Occupation(s) of Subscriber(s)

James Mercer Munsie
Barrister & Solicitor
#102 - 2130 York Street
Vancouver, B. C.
V6K 1C3


DATED at Vancouver, British Columbia, this 30th day of January 1981.