I CERTIFY THIS IS A COPY OF A
DOCUMENT FILED ON
JAN - 3 1996
JOHN S. POWELL
REGISTRAR OF COMPANIES
PROVINCE OF BRITISH COLUMBIA

he following  directors'  resolution  was passed by the  undermentioned
Company on the date stated:

                          Province of British Columbia

                                  COMPANY ACT

                               Section 253(1)(b)

                             DIRECTORS' RESOLUTION

                                             Certificate of
                                             Incorporation No. 226896

CRYOPAK INDUSTRICES INC.

December 28, 1995

RESOLVED THAT pursuant to Part 23.01 of the Articles of the Company:

1. the number of Class "A" Preference shares without par value in the capital of
the Company to constitute the first series of such shares be and is hereby fixed
at 1,500 and that such first series of Class "A" Preference shares be desianated
as "Class "A" Convertible Voting Preference shares, Series I";

2. there  be  attached  to  the  Class "A" Convertible Voting Preference shares,
Series I, the special rights and restrictions set out in Part 25 of the Articles
of the Company as adopted by paragraph 4 of this resolution;

3. paragraph 2 of the Memorandum be altered to read as follows:

   "2. The authorized  capital  of  the  Company  consists of 200,000,000 shares
    divided into:

   (a) 100,000,000 common shares without par value; and

   (b) 100,000,000 Class "A" Preference shares without par value, of which 1,500
    are designated Class "A" Convertible Voting Preference shares, Series 1;

   The  special  rights  and restrictions attached to the said shares are as set
   out in the Articles of the Company."

4. the Articles  of  the Company  be  altered  by  adding the special rights and
restrictions set out in Schedule A hereto as Part 25.

The Memorandum as altered is attached hereto as Schedule "B"

CERTIFIED a true copy the 28th day of December, 1995.

LEIGH JEFFS, Director


                                   SCHEDULE A

                                    PART 25

CLASS "A" CONVERTIBLE VOTING PREFERENCE SHARES, SERIES I
SPECIAL RIGHTS AND RESTRICTIONS

25.01  The  Class  "A"   Convertille   Voting   Preference   shares,   Series  I
(collectively,  the "Series I  Preference  Shares"),  in addition to the rights,
restrictions,  conditions and  limitations  attached to the Class "A" Preference
shares  as a  class,  shall  have  the  rights  and  shall  be  subject  to  the
restrictions, conditions and limitations as follows:

(a)     Ea this Article  25.01,  the following  words and phrases shall have the
following meanings:

(i)     "Common Shares" means the common shares without par value in the capital
of the Company; and

(ii)  "Current  Trading  Price"  means the average  trading  price of the Common
Shares on a recognized public stock exchange for the preceding 20 business days;

(b) The registered  holders of the Series I Preference  Shares shall be entitled
to  receive  notice of and to attend all  meetings  of the  shareholders  of the
Company and shall have the right to vote at any such meeting on the basis of one
vote for each Series I Preference Share held;

(c)  Each  Series  I  Preference  Share  shall  carry a 12%  annual,  cumulative
dividend, payable at the end of the Company's most recent fixed fiscal year end,
at the option of the Company,  in either cash or Common Shares, the value of the
Common Shares being calculated on the basis of the Current Trading Price; C;

(d) At any time after December 31, 1996, each Series I Preference Share shall be
convertible  into  Common  Shares  on the basis of a Common Share price of $3.00
each, or at such lower price as may be provided below:

(i) $2.50 at any time after December 31, 1997, provided that the Current Trading
Price shall never have exceeded $2.99 after December 3 1, 1996;

(ii) $2.00  at any time after  December  31,  1998,  provided  that the  Current
Trading Price  shall never have exceeded $2.99 after December '31, 1996 or S2.49
after December 3 1, 1997;

(iii) at  any  time  after December 31, 1999, provided that the Current Trading,
Price  shall  never  have exceeded $2.99 after December 31, 1996 or $2.49  after
December 31, 1997 or $1.99  after  December 31, 1998,  at  a  Common Share price
equal to that price which represents a 15% discount to the  then Current Trading
Price, which Common Share price in no event shall be less than $0.95 but  if not
so converted  prior  to May 12, 2000, such  Series I  Preference Shares shall be
deemed to have been converted on May 12, 2000 at the applicable conversion price
described above;

(e) The  consideration  for the issue of each of the Series I Preference  Shares
shall be $1,000;

(f) If there is a  subdivision  or  consolidation  of the Class  "A"  Preference
shares prior to conversion of the Series I Preference  Shares into Common Shares
then the applicable conversion formula shall be proportionately adjusted;

(g) No dividends  shall be declared or paid on any other class of shares  unless
and until all unpaid  dividends  on  the  Series I  Preference  Shares have been
paid;

(h) In the event of a dissolution,  winding up or other return of capital of the
Company,  registered  holders of Series I Preference Shares shall be entitled to
receive the amount paid up on such  shares and all unpaid  dividends  before any
amount shall be paid or any property or asset of the Company is  distributed  to
the  registered  holders of any other  classes of shares.  After  payment to the
registered holders of the Series I Preference Shares of the amount so payable to
them as  provided  above,  they shall.  not be  entitled to share in any further
distribution of the property or assets of the Company.

                                   SCHEDULE B

                                  COMPANY ACT
                                     FORM 1

                               ALTERED MEMORANDUM

        (as altered by a Directors' Resolution passed December 28, 1995)

I wish to be formed  into a company  with  limited  liability  under the British
Columbia Company Act in pursuance of this Memorandum.

1. The name of the Company is "CRYOPAK INDUSTRIES INC."
2. The  authorized capital of the Company consists of 200,000,000 shares divided
into:

(a) 100,000,000 common shares without par value; and

(b) 100,000,000 Class "A"  Preference  shares  without par value, of which 1,500
are designated Class "A" Convertible Voting, Preference shares, Series I;

The special rights and  restrictions  attached to the said shares are as set out
in the Articles of the Company.


                          PROVINCE OF BRITISH COLUMBIA

                                  COMPANY ACT

                          (R.S.B.C. 1979, Chapter 59)

                                    ARTICLES

                                       OF

                            CRYOPAK INDUSTRIES INC.

                                     PART I

                                 INTERPRETATION

1.01 In these Articles:

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

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

(c) "Registered  Address"  of  a  member  means  his  address as recorded in the
register of members; and

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

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

1.03 The definitions in the Company Act on the date of incorporation or creation
by amalgamation of the Company shall, with the necessary changes, apply to these
Articles.

                                     PART 2

                                     SHARES

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

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

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

2.04 The  Company  may at any time pay a  commission  or allow a discount to any
person in  consideration  of his  subscribing or agreeing to subscribe,  whether
absolutely or conditionally,  or procuring or agreeing to procure subscriptions,
whether  absolutely or conditionally,  for any of its shares, but the commission
and discount in the aggregate  shall not exceed 25% of the  subscription  price.
The commission or discount may be paid or satisfied in cash or in shares.

                                     PART 3

                               SHARE CERTIFICATES

3.01 If a share certificate is defaced, lost or destroyed, it may be replaced on
payment of such fee,  not  exceeding  $2.00 and on such terms as to evidence and
indemnity as the directors think fit.

                                     PART 4

                              REGISTER OF MEMBERS

4.01 The directors may make such provisions as they may think fit respecting the
keeping  of the  register  of  members  or  any  branch  register  and  for  the
appointment

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

                                     PART 6

                               PURCHASE OF SHARES

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

                                     PART 7

                        ALTERATION OF CAPITAL AND SHARES

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

                                     PART 8

                                BORROWING POWERS

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

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

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

8.04 If any  director  or any other  person  becomes  personally  liable for the
payment of any sum primarily due from the Company,  the directors may execute or
cause to be executed any  mortgage,  charge or security  over or  affecting  the
whole or any part of the  assets of the  Company by way of  indemnity  to secure
such director or person from any loss in respect of such liability.

                                     PART 9

                           GENERAL AND CLASS MEETINGS

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

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

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

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

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

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

                                    PART 10

                        PROCEEDINGS AT GENERAL MEETINGS

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

(a) All business at an extraordinary general meeting;

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

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

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

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

10.05 If at any general  meeting  there is no such  officer or director  present
within  fifteen  minutes after the time  appointed for holding the meeting or if
the Chairman of the Board and the President  and all the  directors  present are
unwilling to act as  chairman,  the members  present  shall choose a person (who
need not be a member) to be chairman.

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

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

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

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

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

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

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

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

                                    PART 11

                                VOTES OF MEMBERS

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

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

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

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

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

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

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

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

                                     PART 12

                                   DIRECTORS

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

12.02 The number of directors  shall be not less than one (or, if the Company is
a reporting Company, not less than three) and not more than fifteen. The  number
of directors may be determined from time to time by ordinary resolution.

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

                                    PART 13

                      RETIREMENT AND ELECTION OF DIRECTORS

13.01 Upon the  termination of the first annual  general  meeting of the Company
after its  incorporation or formation by amalgamation,  and upon the termination
of every succeeding  annual general meeting,  all the directors shall retire. At
every annual general meeting the members shall fill up the offices to be vacated
by electing a like number of  directors  and,  whenever  the  number of retiring
directors is less than  the maximum  number  for  the time being  required by or
determined  pursuant to Article  12.02,  they may also elect such further number
of directors if any, as the  Company  then  determines,  but the total number of
directors elected shall not exceed that maximum.

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

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

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

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

                                    PART 14

                            PROCEEDINGS OF DIRECTORS

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

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

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

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

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

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

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

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

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

                                    PART 15

                      DIRECTORS - MISCELLANEOUS PROVISIONS

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

15.02 The directors shall be reimbursed such  reasonable  travelling,  hotel and
other expenses as they may incur in and about the business of the Company and if
any director shall be required to perform extra services or should  otherwise be
specially occupied about the Company's business, he shall be entitled to receive
a remuneration  to be fixed by the Board or, at the option of such director,  by
the Company in general meeting,  and such remuneration may be either in addition
to or in substitution for any other  remuneration he may be entitled to receive,
and the same shall be charged as part of the ordinary working expenses.

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

                                    PART 16

                         EXECUTIVE AND OTHER COMMITTEES

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

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

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

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

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

                                    PART 17

                                    OFFICERS

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

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

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

                                    PART 18

                            EXECUTION OF INSTRUMENTS

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

18.02 The directors may  provide an official seal for use in any other province,
state, territory or country.

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

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

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

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

                                    PART 19

                                   DIVIDENDS

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

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

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

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

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

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

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

19.08 The  directors  may,  before  declaring a  dividend,  set aside out of the
profits of the Company  such sums as they think  proper as a reserve or reserves
which shall,  at the  discretion of the  directors,  be  applicable  for meeting
contingencies,  or for equalizing  dividends,  or for any other purpose to which
the profits of the Company may be property applied, and pending that application
may, at the like  discretion,  either be employed in the business of the Company
or be invested in such  investments,  other than shares of the  Company,  as the
directors may from time to time think fit.

                                    PART 20

                                    ACCOUNTS

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

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

                                    PART 21

                                INDEMNIFICATION

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

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

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

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

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

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

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

                                    PART 22

                                    NOTICES

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

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

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

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

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

22.06 authorized to:

Notice of every general meeting shall be given in any manner hereinbefore

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

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

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

                                    PART 23

                        SPECIAL RIGHTS AND RESTRICTIONS

23.01 The Class "A"  Preference  shares of the Company shall have the rights and
shall be subject to the restrictions, conditions and limitations as follows:

(a) The  directors  may issue Class "A" Preference shares in one or more series,
but only one series may be issued and outstanding at any one time;

(b) The  directors  may alter by resolution the Memorandum of the Company to fix
the number of shares in, and to determine the designation of the shares of, each
series of Class "A" Preference shares;

(c) The directors may after by resolution the Memorandum of the Company or these
Articles or both to create, define and attach special rights and restrictions to
the shares of each series of Class "A" Preference shares, subject to the special
rights and restriction"6~hed to the Class "A" Preference shares by this Part;

(d) A directors' resolution pursuant to paragraphs (b) or (c) may only be passed
prior  to the issue of shares of the series to which the resolution relates, and
after  the  issue of shares  of  that  series  the  number  of  shares  in,  the
designation of and the special  rights and  restrictions attached to that series
may be added to, altered, varied or abrogated only pursuant to Sections 248, 249
254 or 255 of the Company Act, as the case may be;

(e) Except as expressly provided in the special rights or restrictions which the
directors may create, define or attach  to  any  series  of Class "A" Preference
shares,  shares of  a  series of Class "A" Preference shares shall not confer on
the  holders  thereof any right to notice of or to be present or to vote, either
in  person or by  proxy, at any general meeting other than a separate meeting of
the holders of the Class "A" Preference shares,  or of  the holders of shares of
a series of the Class "A" Preference shares, as the case may be;

(f) Except as expressly provided in the special rights or restrictions which the
directors  may  create,  define or attach to any series of Class "A"  Preference
shares,  the directors may declare  dividends  with respect to the common shares
only or with respect to any series of Class "N'  Preference  shares only or with
respect  to any  combination  of two or more such  classes  or series of classes
only.

23.02  Except  as  hereinafter  provided,  in  the  event  of  the  liquidation,
dissolution or winding-up of the Company or any  distribution  of its assets for
the purpose of winding-up its affairs,  after the payment of dividends  declared
but unpaid the holders of the Class "A" Preference shares shall be entitled pari
passu to be paid such amount as the special rights and restrictions attaching to
such shares  shall  provide,  and in the absence of any express  provision  with
respect  thereto the amount of capital paid up in respect  thereof per share for
each Class "A"  Preference  share held by them, out of the assets of the Company
in  preference  to and with  priority  over any payment or  distribution  of any
capital  asset or monies among the holders of any common  shares of the Company,
and after  payment  to the  holders  of the Class "A"  Preference  shares of the
amount so  payable  to them they  shall  not be  entitled  to share in any other
distribution of the property or assets of the Company.  The foregoing provisions
of this Article 23.02 shall apply to all Class "A"  Preference  shares except as
expressly  provided in the special rights and restrictions  which the  directors
may create, define or attach to any series of Class "A" Preference Shares.

                                    PART 24

                                  PROHIBITIONS

24.01 No  shares  may be  transferred  except  with the  prior  approval  of the
directors,  who may in their absolute discretion refuse to register the transfer
of any share, such approval to be evidenced by a resolution of the directors.

24.02  There  shall not be any  invitation  to the public to  subscribe  for any
shares or debt obligations of the Company.

24.03 The  provisions  of this Part  shall  only  apply if the  Company is not a
reporting company.