---

Incorporation No. BC0600967

|BUSINESS CORPORATIONS ACT
|-------------------------
|                         
|ARTICLES                 
|                         
|OF                       
|                         
|MEGAWEST ENERGY CORP.    
|                         
|Table of Contents        

Part
      1  Interpretation
    1Part
      2  Shares and Share certificates
    1Part
      3  Issue of Shares
    2Part
      4  Share Transfers
    2Part
      5  Acquisition of Shares
    3Part
      6  Borrowing Powers
    3Part
      7  General Meetings
    4Part
      8  Proceedings at Meetings of Shareholders
    5Part
      9  Votes of Shareholders
    8Part
      10  Directors
    10Part
      11  Election and Removal of Directors
    11Part
      12  Proceedings of Directors
    13Part
      13  Committees of Directors
    15Part
      14  Officers
    16Part
      15  Certain Permitted Activities of Directors
    16Part
      16  Indemnification
    17Part
      17  Auditor
    17Part
      18  Dividends
    17Part
      19  Accounting Records
    18Part
      20  Execution of Instruments
    18Part
      21  Notices
    18Part
      22  Special Rights and Restrictions Attached to the Common Shares
      Without Par Value (the Common Shares)
    20Part
      23  Special Rights and Restrictions Attached to the Preferred Shares
      Without Par Value (the Preferred Shares)
    20


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Incorporation No. BC0600967

|BUSINESS CORPORATIONS ACT
|-------------------------
|                         
|ARTICLES                 
|                         
|OF                       
|                         
|MEGAWEST ENERGY CORP.    
|                         
|(the Company)          
|                         
|PART 1  INTERPRETATION  

|1.1                                    | Definitions                                                                                                                                                                                                                                                                                                               
|-------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                       |                                                                                                                                                                                                                                                                                                                           
|                                       | Without limiting Article 1.2, in these Articles,
        unless the context requires otherwise:                                                                                                                                                                                                                           
|                                       |                                                                                                                                                                                                                                                                                                                           
|                                       |                                                                                                                                                                                                                                                                                                                           
|                                       |                                                                                                                                                                                                                                                                                                                           
|                                       |                                                                                                                                                                                                                                                                                                                           
|                                       |                                                                                                                                                                                                                                                                                                                           
|                                       |                                                                                                                                                                                                                                                                                                                           
|                                       |                                                                                                                                                                                                                                                                                                                           
|                                       |                                                                                                                                                                                                                                                                                                                           
|                                       |                                                                                                                                                                                                                                                                                                                           
|                                       |                                                                                                                                                                                                                                                                                                                           
|                                       |                                                                                                                                                                                                                                                                                                                           
|1.2                                    | Business Corporations Act definitions
        apply                                                                                                                                                                                                                                                                       
|                                       |                                                                                                                                                                                                                                                                                                                           
|                                       | The definitions in the Business Corporations
        Actapply to these Articles.                                                                                                                                                                                                                                          
|                                       |                                                                                                                                                                                                                                                                                                                           
|1.3                                    | Interpretation Act applies                                                                                                                                                                                                                                                                                                
|                                       |                                                                                                                                                                                                                                                                                                                           
|                                       | The Interpretation Actapplies to
        the interpretation of these Articles as if these Articles were an enactment.                                                                                                                                                                                                     
|                                       |                                                                                                                                                                                                                                                                                                                           
|1.4                                    | Conflict in definitions                                                                                                                                                                                                                                                                                                   
|                                       |                                                                                                                                                                                                                                                                                                                           
|                                       | If there is a conflict between a definition
        in the Business Corporations Actand a definition or rule in the
        Interpretation Actrelating to a term used in these Articles, the
        definition in the Business Corporations Actwill prevail in relation
        to the use of the term in these Articles.
|                                       |                                                                                                                                                                                                                                                                                                                           
|1.5                                    | Conflict between Articles and legislation                                                                                                                                                                                                                                                                                 
|                                       |                                                                                                                                                                                                                                                                                                                           
|                                       | If there is a conflict between these Articles
        and the Business Corporations Act, the Business Corporations
        Actwill prevail.                                                                                                                                                                               
|                                       |                                                                                                                                                                                                                                                                                                                           
|PART 2  SHARES AND SHARE CERTIFICATES
|                                       |                                                                                                                                                                                                                                                                                                                           
|2.1                                    | Form of share certificate                                                                                                                                                                                                                                                                                                 
|                                       |                                                                                                                                                                                                                                                                                                                           
|                                       | Each share certificate issued by the Company
        must comply with, and be signed as required by, the Business Corporations
        Act.                                                                                                                                                                               
|                                       |                                                                                                                                                                                                                                                                                                                           
|2.2                                    | Right to share certificate                                                                                                                                                                                                                                                                                                
|                                       |                                                                                                                                                                                                                                                                                                                           
|                                       | Each shareholder is entitled, without charge,
        to one certificate representing the share or shares of each class or series
        of shares held by the shareholder.                                                                                                                                              

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- 2 -

|2.3                      | Sending of share certificate                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                         | Any share certificate to which a shareholder is entitled
      may be sent to the shareholder by mail and neither the Company nor any
      agent is liable for any loss to the shareholder because the certificate
      sent is lost in the mail or stolen.                                                                                                                                                                                                                  
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2.4                      | Replacement of worn out or defaced
    certificate                                                                                                                                                                                                                                                                                                                                                                                                                             
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                         | If the directors are satisfied that a share certificate
      is worn out or defaced, they must, on production to them of the
      certificate and on such other terms, if any, as they think fit,                                                                                                                                                                                                                                                                            
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                         | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                         | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2.5                      | Replacement of lost, stolen or destroyed
      certificate                                                                                                                                                                                                                                                                                                                                                                                                                     
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                         | If a share certificate is lost, stolen or destroyed, a
      replacement share certificate must be issued to the person entitled to
      that certificate if the directors receive                                                                                                                                                                                                                                                                                            
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                         | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                         | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2.6                      | Splitting share certificates                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                         | If a shareholder surrenders a share certificate to the
      Company with a written request that the Company issue in the shareholders
      name 2 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 must cancel the surrendered
      certificate and issue replacement share certificates in accordance with
      that request.
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|PART 3  ISSUE OF SHARES
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3.1                      | Directors authorized to issue shares                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                         | The directors may, subject to the rights of the holders
      of the issued shares of the Company, issue, allot, sell, grant options on
      or otherwise dispose of the unissued shares, and issued shares held by the
      Company, at the times, to the persons, including directors, in the manner,
      on the terms and conditions and for the issue prices that the directors,
      in their absolute discretion, may determine.                                    
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3.2                      | Company need not recognize unregistered
      interests                                                                                                                                                                                                                                                                                                                                                                                                                        
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                         | Except as required by law or these Articles, the Company
      need not recognize or provide for any persons interests in or rights to a
      share unless that person is the shareholder of the share.                                                                                                                                                                                                                                                                      
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|PART 4  SHARE TRANSFERS
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|4.1                      | Recording or registering transfer                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                         | A transfer of a share of the Company must not be
      registered                                                                                                                                                                                                                                                                                                                                                                                                              
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                         | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                         | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|4.2                      | Form of instrument of transfer                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                         | The instrument of transfer in respect of any share of the
      Company must be either in the form, if any, on the back of the Companys
      share certificates or in any other form that may be approved by the
      directors from time to time.                                                                                                                                                                                                                          

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- 3 -

|4.3                            | Signing of instrument of transfer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               | If a shareholder, or his or her duty authorized attorney,
      signs an instrument of transfer in respect of shares registered in the
      name of the shareholder, the signed instrument of transfer constitutes a
      complete and sufficient authority to the Company and its directors,
      officers and agents to register the number of shares specified in the
      instrument of transfer, or, if no number is specified, all the shares
      represented by share certificates deposited with the instrument of
      transfer,                                                                                                                                                                                     
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.4                            | Enquiry as to title not required                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               | Neither the Company nor any director, officer or agent of
      the Company is bound to inquire into the title of the person named in the
      instrument of transfer as transferee or, if no person is named as
      transferee in the instrument of transfer, of the person on whose behalf
      the instrument is deposited for the purpose of having the transfer
      registered or is liable for any claim related to registering the transfer
      by the shareholder or by any intermediate owner or holder of the shares,
      of any interest in the shares, of any share certificate representing such
      shares or of any written acknowledgment of a right to obtain a share
      certificate for such shares.
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.5                            | Transfer fee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               | There must be paid to the Company, in relation to the
      registration of any transfer, the amount determined by the
    directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|PART 5  ACQUISITION OF SHARES
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.1                            | Company authorized to purchase shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               | Subject to the special rights and restrictions attached
      to any class or series of shares, the Company may, if it is authorized to
      do so by the directors, purchase or otherwise acquire any of its
      shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.2                            | Company authorized to accept surrender of
      shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               | The Company may, if it is authorized to do so by the
      directors, accept a surrender of any of its shares by way of gift or for
      cancellation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.3                            | Company authorized to convert fractional shares into
      whole shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               | The Company may, if it is authorized to do so by the
      directors, convert any of its fractional shares into whole shares in
      accordance with, and subject to the limitations contained in, the
      Business Corporations Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|PART 6 BORROWING POWERS      
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6.1                            | Powers of directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               | The directors may from time to time on behalf of the
      Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                               | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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- 4 -

PART 7  GENERAL MEETINGS

|7.1 | Annual general meetings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Unless an annual general meeting is deferred or waived in
      accordance with section 182(2)(a) or (c) of the Business Corporations
      Act, the Company must hold its first annual general meeting within 18
      months after the date on which it was incorporated or otherwise
      recognized, and after that must hold an annual general meeting at least
      once in each calendar year and not more than 15 months after the last
      annual general meeting.                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.2 | When annual general meeting is deemed to have been
      held                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | If all of the shareholders who are entitled to vote at an
      annual general meeting consent by a unanimous resolution under the
      Business Corporations Actto all of the business that is required
      to be transacted at that annual general meeting, the annual general
      meeting is deemed to have been held on the date of the unanimous
      resolution. The shareholders must, in any unanimous resolution passed
      under this Article 7.2, select as the Companys annual reference date a
      date that would be appropriate for the holding of the applicable annual
      general meeting.  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.3 | Calling of shareholder meetings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The directors may, whenever they think fit, call a
      meeting of shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.4 | Notice for meetings of shareholders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The Company must send notice of the date, time and
      location of any meeting of shareholders, in the manner provided in these
      Articles, or in such other manner, if any, as may be prescribed by
      ordinary resolution (whether previous notice of the resolution has been
      given or not), to each shareholder entitled to attend the meeting, to each
      director and to the auditor of the Company, unless these Articles
      otherwise provide, at least the following number of days before the
      meeting:                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.5 | Record date for notice                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The directors may set a date as the record date for the
      purpose of determining shareholders entitled to notice of any meeting of
      shareholders. The record date must not precede the date on which the
      meeting is to be held by more than two months or, in the case of a general
      meeting requisitioned by shareholders under the Business Corporations
      Act, by more than four months. The record date must not precede the
      date on which the meeting is held by fewer than:                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | If no record date is set, the record date is 5 p.m. on
      the day immediately preceding the first date on which the notice is sent
      or, if no notice is sent, the beginning of the meeting.                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.6 | Record date for voting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The directors may set a date as the record date for the
      purpose of determining shareholders entitled to vote at any meeting of
      shareholders. The record date must not precede the date on which the
      meeting is to be held by more than two months or, in the case of a general
      meeting requisitioned by shareholders under the Business Corporations
      Act, by more than four months. If no record date is set, the record
      date is 5 p.m. on the day immediately preceding the first date on which
      the notice is sent or, if no notice is sent, the beginning of the
      meeting.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.7 | Failure to give notice and waiver of
  notice                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The accidental omission to send notice of any meeting to,
      or the non-receipt of any notice by, any of the persons entitled to notice
      does not invalidate any proceedings at that meeting. Any person entitled
      to notice                                                                                                                                                                                                                                                                                                                                                                                  

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- 5 -

|                                                       | of a meeting of shareholders may, in writing or
      otherwise, waive or reduce the period of notice of such meeting.                                                                                                                                                                                                                                                     
|------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|7.8                                                    | Notice of special business at meetings of
      shareholders                                                                                                                                                                                                                                                                                                               
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       | If a meeting of shareholders is to consider special
      business within the meaning of Article 8.1, the notice of meeting
    must:                                                                                                                                                                                                                                      
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       | (a)                                                                                                                                                                                                                                                                                                                                                                        
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       | (b)                                                                                                                                                                                                                                                                                                                                                                        
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|PART 8  PROCEEDINGS AT MEETINGS OF
      SHAREHOLDERS
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|8.1                                                    | Special business                                                                                                                                                                                                                                                                                                                                                           
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       | At a meeting of shareholders, the following business is
      special business:                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       | (a)                                                                                                                                                                                                                                                                                                                                                                        
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       | (b)                                                                                                                                                                                                                                                                                                                                                                        
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|8.2                                                    | Special majority                                                                                                                                                                                                                                                                                                                                                           
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       | The majority of votes required for the Company to pass a
      special resolution at a meeting of shareholders is two-thirds of the votes
      cast on the resolution.                                                                                                                                                                                                    
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|8.3                                                    | Quorum                                                                                                                                                                                                                                                                                                                                                                     
|                                                       |                                                                                                                                                                                                                                                                                                                                                                            
|                                                       | Subject to the special rights and restrictions attached
      to the shares of any class or series of shares, the quorum for the
      transaction of business at a meeting of shareholders is 2 persons who are,
      or who represent by proxy, shareholders who, in the aggregate, hold at
      least 1/20 of the issued shares entitled to be voted at the
  meeting.

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- 6 -

|8.4  | One shareholder may constitute quorum                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | If there is only one shareholder entitled to vote at a
      meeting of shareholders,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.5  | Other persons may attend                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | The directors, the president, if any, the secretary, if
      any, and any lawyer or auditor for the Company are entitled to attend any
      meeting of shareholders, but if any of those persons do attend a meeting
      of shareholders, that person is not to be counted in the quorum, and is
      not entitled to vote at the meeting, unless that person is a shareholder
      or proxy holder entitled to vote at the meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.6  | Requirement of quorum                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | No business, other than the election of a chair of the
      meeting and the adjournment of the meeting, may be transacted at any
      meeting of shareholders unless a quorum of shareholders entitled to vote
      at the meeting is present at the commencement of the meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.7  | Lack of quorum                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | If, within 1/2 hour from the time set for the holding of
      a meeting of shareholders, a quorum is not present,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.8  | Lack of quorum at succeeding meeting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | If, at the meeting to which the first meeting referred to
      in Article 8.7 was adjourned, a quorum is not present within 1/2 hour from
      the time set for the holding of the meeting, the persons present and who
      are, or who represent by proxy, shareholders entitled to attend and vote
      at the meeting constitute a quorum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.9  | Chair                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | The following individual is entitled to preside as chair
      at a meeting of shareholders:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.10 | Alternate chair                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | At any meeting of shareholders, the directors present
      must choose one of their number to be chair of the meeting if: (a) there
      is no chair of the board or president present within 15 minutes after the
      time set for holding the meeting; (b) the chair of the board and the
      president are unwilling to act as chair of the meeting; or (c) if the
      chair of the board and the president have advised the secretary, if any,
      or any director present at the meeting, that they will not be present at
      the meeting. If, in any of the foregoing circumstances, all of the
      directors present decline to accept the position of chair or fail to
      choose one of their number to be chair of the meeting, or if no director
      is present, the shareholders present in person or by proxy must choose any
      person present at the meeting to chair the meeting.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.11 | Adjournments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | The chair of a meeting of shareholders may, and if so
      directed by the meeting must, adjourn the meeting from time to time and
      from place to place, but no business may be transacted at any adjourned
      meeting other than the business left unfinished at the meeting from which
      the adjournment took place.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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- 7 -

|8.12 | Notice of adjourned meeting                                                                                                                                                                                                                                                                                           
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                       
|     | It is not necessary to give any notice of an adjourned
      meeting or of the business to be transacted at an adjourned meeting of
      shareholders except that, when a meeting is adjourned for 30 days or more,
      notice of the adjourned meeting must be given as in the case of the
      original meeting.
|     |                                                                                                                                                                                                                                                                                                                       
|8.13 | Motion need not be seconded                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                       
|     | No motion proposed at a meeting of shareholders need be
      seconded unless the chair of the meeting rules otherwise, and the chair of
      any meeting of shareholders is entitled to propose or second a
    motion.                                                                                             
|     |                                                                                                                                                                                                                                                                                                                       
|8.14 | Manner of taking a poll                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                       
|     | Subject to Article 8.15, if a poll is duly demanded at a
      meeting of shareholders,                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                       
|     | (a)                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                       
|     | (b)                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                       
|     | (c)                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                       
|8.15 | Demand for a poll on adjournment                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                       
|     | A poll demanded at a meeting of shareholders on a
      question of adjournment must be taken immediately at the
meeting.                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                       
|8.16 | Demand for a poll not to prevent continuation of
      meeting                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                       
|     | The demand for a poll at a meeting of shareholders does
      not, unless the chair of the meeting so rules, prevent the continuation of
      a meeting for the transaction of any business other than the question on
      which a poll has been demanded.                                                         
|     |                                                                                                                                                                                                                                                                                                                       
|8.17 | Poll not available in respect of election of
      chair                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                       
|     | No poll may be demanded in respect of the vote by which a
      chair of a meeting of shareholders is elected.                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                       
|8.18 | Casting of votes on poll                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                       
|     | On a poll, a shareholder entitled to more than one vote
      need not cast all the votes in the same way.                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                       
|8.19 | Chair must resolve dispute                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                       
|     | In the case of any dispute as to the admission or
      rejection of a vote given on a poll, the chair of the meeting must
      determine the same, and his or her determination made in good faith is
      final and conclusive.                                                                                   
|     |                                                                                                                                                                                                                                                                                                                       
|8.20 | Chair has no second vote                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                       
|     | In case of an equality of votes, the chair of a meeting
      of shareholders does 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 the chair
      may be entitled as a shareholder.                                                       
|     |                                                                                                                                                                                                                                                                                                                       
|8.21 | Declaration of result                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                       
|     | The chair of a meeting of shareholders must declare to
      the meeting the decision on every question in accordance with the result
      of the show of hands or the poll, as the case may be, and that decision
      must be entered in the minutes of the meeting.                                              

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- 8 -

|8.22                           | Meetings by telephone or other communications
        medium                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                               | A shareholder or proxy holder who is entitled
      to participate in a meeting of shareholders may do so in person, or by telephone
      or other communications medium, if all shareholders and proxy holders participating
      in the meeting are able to communicate with each other; provided, however,
      that nothing in this Section shall obligate the Company to take any action
      or provide any facility to permit or facilitate the use of any communications
      medium at a meeting of shareholders. If one or more shareholders or proxy
      holders participate in a meeting of shareholders in a manner contemplated
      by this Section,
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                               | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                               | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|PART 9  VOTES OF SHAREHOLDERS
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.1                            | Voting rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                               | Subject to any special rights or restrictions
        attached to any shares and to the restrictions imposed on joint registered
        holders of shares under Article 9.3,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                               | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                               | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.2                            | Trustee of shareholder may vote                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                               | A person who is not a shareholder may vote on a resolution
      at a meeting of shareholders, whether on a show of hands or on a poll, and
      may appoint a proxy holder to act at the meeting in relation to that resolution,
      if, before doing so, the person satisfies the chair of the meeting at which
      the resolution is to be considered, or satisfies all of the directors present
      at the meeting, that the person is a trustee for a shareholder who is entitled
      to vote on the resolution.                                                                                                                                             
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.3                            | Votes by joint shareholders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                               | If there are joint shareholders registered
        in respect of any share,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                               | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                               | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.4                            | Trustees as joint shareholders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                               | Two or more trustees of a shareholder in whose
        sole name any share is registered are, for the purposes of Article 9.3,
        deemed to be joint shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.5                            | Representative of a corporate shareholder                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                               | If a corporation that is not a subsidiary
        of the Company is a shareholder, that corporation may appoint a person
        to act as its representative at any meeting of shareholders of the Company,
        and,                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                               | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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- 9 -

|     | (b)                                                                                                                                                                                                                                                                                                                                                       | if a representative is appointed
      under this Article 9.5,                                                                                                                                                                                                                                                                                                                                                           
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                           | (i)                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                           | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                          
|9.6  | When proxy provisions do not apply                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | Articles 9.7 to 9.13 do not apply to the Company if and
      for so long as it is a public company.                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                          
|9.7  | Appointment of proxy holder                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | Every shareholder of the Company, including a corporation
      that is a shareholder but not a subsidiary of the Company, entitled to
      vote at a meeting of shareholders of the Company may, by proxy, appoint a
      proxy holder to attend and act at the meeting in the manner, to the extent
      and with the powers conferred by the proxy.
|     |                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                          
|9.8  | Alternate proxy holders                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | A shareholder may appoint one or more alternate
      proxy holders to act in the place of an absent proxy holder.                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                          
|9.9  | When proxy holder need not be
shareholder                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | A person must not be appointed as a proxy holder
      unless the person is a shareholder, although a person who is not a
      shareholder may be appointed as a proxy holder if                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (a)                                                                                                                                                                                                                                                                                                                                                       | the person appointing the proxy holder is a
      corporation or a representative of a corporation appointed under Article
      9.5,                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (b)                                                                                                                                                                                                                                                                                                                                                       | the Company has at the time of the meeting for which the
      proxy holder is to be appointed only one shareholder entitled to vote at
      the meeting, or                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (c)                                                                                                                                                                                                                                                                                                                                                       | the shareholders present in person or by proxy at and
      entitled to vote at the meeting for which the proxy holder is to be
      appointed, by a resolution on which the proxy holder is not entitled to
      vote but in respect of which the proxy holder is to be counted in the
      quorum, permit the proxy holder to attend and vote at the
  meeting.                                                     
|     |                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                          
|9.10 | Form of proxy                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | A proxy, whether for a specified meeting or
      otherwise, must be either in the following form or in any other form
      approved by the directors or the chair of the meeting:                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                           | (Name of Company)                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                           | The undersigned, being a shareholder of the above named
      Company, hereby appoints ....................................... or,
      failing that person, ......................................., as proxy
      holder for the undersigned to attend, act and vote for and on behalf of
      the undersigned at the meeting of shareholders to be held on the day of
      and at any adjournment of that meeting.
|     |                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                           | Signed this .......... day of
      ..............................................,
..................                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                           | ...............................................................
      Signature of shareholder                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                          
|9.11 | Provision of proxies                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | A                                                                                                                                                                                                                                                                                                                                                         | proxy for a meeting of shareholders
must                                                                                                                                                                                                                                                                                                                                                                                 

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- 10 -

|                    | (a)                                                                                                                                                                                                                                                                                                                                               | be received at the registered office of the Company or at
      any other place specified, in the notice calling the meeting, for the
      receipt of proxies, at least the number of business days specified in the
      notice, or if no number of days is specified, 2 business days, before the
      day set for the holding of the meeting, or
|------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       
|                    | (b)                                                                                                                                                                                                                                                                                                                                               | unless the notice provides otherwise, be provided at the
      meeting to the chair of the meeting.                                                                                                                                                                                                                                                   
|                    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       
|9.12                | Revocation of proxies                                                                                                                                                                                                                                                                                                                            
|                    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       
|                    | Subject to Article 9.13, every proxy may be revoked by an
      instrument in writing that is                                                                                                                                                                                                                                                    
|                    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       
|                    | (a)                                                                                                                                                                                                                                                                                                                                               | received at the registered office of the Company at any
      time up to and including the last business day before the day set for the
      holding of the meeting at which the proxy is to be used, or                                                                                                                                             
|                    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       
|                    | (b)                                                                                                                                                                                                                                                                                                                                               | provided at the meeting to the chair of the
    meeting.                                                                                                                                                                                                                                                                                              
|                    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       
|9.13                | Revocation of proxies must be signed                                                                                                                                                                                                                                                                                                             
|                    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       
|                    | An instrument referred to in Article 9.12 must be signed
      as follows:                                                                                                                                                                                                                                                                       
|                    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       
|                    | (a)                                                                                                                                                                                                                                                                                                                                               | if the shareholder for whom the proxy holder is appointed
      is an individual, the instrument must be signed by the shareholder or his
      or her trustee;                                                                                                                                                                                       
|                    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       
|                    | (b)                                                                                                                                                                                                                                                                                                                                               | if the shareholder for whom the proxy holder is appointed
      is a corporation, the instrument must be signed by the corporation or by a
      representative appointed for the corporation under Article 9.5.                                                                                                                                      
|                    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       
|9.14                | Validity of proxy votes                                                                                                                                                                                                                                                                                                                          
|                    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       
|                    | A vote given in accordance with the terms of a proxy is
      valid despite the death or incapacity of the shareholder giving the proxy
      and despite the revocation of the proxy or the revocation of the authority
      under which the proxy is given, unless notice in writing of that death,
      incapacity or revocation is received
|                    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       
|                    | (a)                                                                                                                                                                                                                                                                                                                                               | at the registered office of the Company, at any time up
      to and including the last business day before the day set for the holding
      of the meeting at which the proxy is to be used, or                                                                                                                                                     
|                    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       
|                    | (b)                                                                                                                                                                                                                                                                                                                                               | by the chair of the meeting, before the vote is
    taken.                                                                                                                                                                                                                                                                                            
|                    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       
|9.15                | Production of evidence of authority to
  vote                                                                                                                                                                                                                                                                                                    
|                    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       
|                    | The chair of any meeting of shareholders may, but need
      not, inquire into the authority of any person to vote at the meeting and
      may, but need not, demand from that person production of evidence as to
      the existence of the authority to vote.                                                                                
|                    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       
|PART 10  DIRECTORS
|                    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       
|10.1                | First directors; number of directors                                                                                                                                                                                                                                                                                                             
|                    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       
|                    | The first directors are the persons designated as
      directors of the Company in the Notice of Articles that applies to the
      Company when it is recognized under the Business Corporations Act.
      The number of directors, excluding additional directors appointed under
      Article 11.8, is set at:                             
|                    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       
|                    | (a)                                                                                                                                                                                                                                                                                                                                               | subject to paragraphs (b) and (c), the number of
      directors that is equal to the number of the Companys first
    directors;                                                                                                                                                                                                                    
|                    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       
|                    | (b)                                                                                                                                                                                                                                                                                                                                               | if the Company is a public company, the greater of three
      and the number most recently established:                                                                                                                                                                                                                                              
|                    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       
|                    |                                                                                                                                                                                                                                                                                                                                                   | (i)                                                                                                                                                                                                                                                                                                                                                   
|                    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       
|                    |                                                                                                                                                                                                                                                                                                                                                   | (ii)                                                                                                                                                                                                                                                                                                                                                  
|                    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       
|                    | (c)                                                                                                                                                                                                                                                                                                                                               | if the Company is not a public company, the number most
      recently established:                                                                                                                                                                                                                                                                   
|                    |                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                       
|                    |                                                                                                                                                                                                                                                                                                                                                   | (i)                                                                                                                                                                                                                                                                                                                                                   

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- 11 -

|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (ii)                                                                                                                                                                                                                                                                                                              | under Article 11.4.
|------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                   |                    
|10.2                                              | Change in number of directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                   |                    
|                                                  | If the number of directors is set under Articles
      10.1(b)(i) or 10.1(c)(i):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                   |                    
|                                                  | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | the shareholders may elect or appoint the directors
      needed to fill any vacancies in the board of directors up to that
      number;                                                                                                                                                                        
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                   |                    
|                                                  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | if, contemporaneously with setting that number, the
      shareholders do not elect or appoint the directors needed to fill
      vacancies in the board of directors up to that number, then the directors
      may appoint, or the shareholders may elect or appoint, directors to fill
      those vacancies.
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                   |                    
|10.3                                              | Directors acts valid despite vacancy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                   |                    
|                                                  | An act or proceeding of the directors is not invalid
      merely because fewer directors have been appointed or elected than the
      number of directors set or otherwise required under these
  Articles.                                                                                                                                                                                                                                                                                                                                                              
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                   |                    
|10.4                                              | Qualifications of directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                   |                    
|                                                  | A director is not required to hold a share in the capital
      of the Company as qualification for his or her office but must be
      qualified as required by the Business Corporations Actto become,
      act or continue to act as a director.                                                                                                                                                                                                                                                                                                                       
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                   |                    
|10.5                                              | Remuneration of directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                   |                    
|                                                  | The directors are entitled to the remuneration, if any,
      for acting as directors as the directors may from time to time determine.
      If the directors so decide, the remuneration of the directors will be
      determined by the shareholders. That remuneration may be in addition to
      any salary or other remuneration paid to a director in such directors
      capacity as an officer or employee of the Company.                                                                                                                                    
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                   |                    
|10.6                                              | Reimbursement of expenses of directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                   |                    
|                                                  | The Company must reimburse each director for the
      reasonable expenses that he or she may incur in and about the business of
      the Company.                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                   |                    
|10.7                                              | Special remuneration for directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                   |                    
|                                                  | If any director performs any professional or other
      services for the Company that in the opinion of the directors are outside
      the ordinary duties of a director, or if any director is otherwise
      specially occupied in or about the Companys business, he or she may be
      paid remuneration fixed by the directors, or, at the option of that
      director, fixed by ordinary resolution, and such remuneration may be
      either in addition to, or in substitution for, any other remuneration that
      he or she may be entitled to receive.
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                   |                    
|10.8                                              | Gratuity, pension or allowance on retirement of
      director                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                   |                    
|                                                  | Unless otherwise determined by ordinary resolution, the
      directors on behalf of the Company may pay a gratuity or pension or
      allowance on retirement to any director who has held any salaried office
      or place of profit with the Company or to his or her spouse or dependants
      and may make contributions to any fund and pay premiums for the purchase
      or provision of any such gratuity, pension or allowance.                                                                                                                             
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                   |                    
|PART 11  ELECTION AND REMOVAL OF
      DIRECTORS
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                   |                    
|11.1                                              | Election at annual general meeting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                   |                    
|                                                  | At every annual general meeting and in every unanimous
      resolution contemplated by Article 7.2:                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                   |                    
|                                                  | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | the shareholders entitled to vote at the annual general
      meeting for the election of directors must elect, or in the unanimous
      resolution appoint, a board of directors consisting of the number of
      directors for the time being set under these Articles; and                                  
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                   |                    
|                                                  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | all the directors cease to hold office immediately before
      the election or appointment of directors under paragraph (a), but are
      eligible for re-election or re-appointment.                                                                                                                          

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- 12 -

|11.2 | Consent to be a director                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | No election, appointment or designation of an individual
      as a director is valid unless:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|11.3 | Failure to elect or appoint directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | If:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | then each director in office at such time continues to
      hold office until the earlier of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|11.4 | Places of retiring directors not filled                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | If, at any meeting of shareholders at which there should
      be an election of directors, the places of any of the retiring directors
      are not filled by that election, those retiring directors who are not
      re-elected and who are asked by the newly elected directors to continue in
      office will, if willing to do so, continue in office to fill the vacancies
      in the number of directors set pursuant to these Articles until further
      new directors are elected at a meeting of shareholders convened for that
      purpose. If any such election or continuance of directors does not result
      in the election or continuance of the number of directors set pursuant to
      these Articles, the number of directors of the Company is deemed to be set
      at the number of directors actually elected or continued in
  office.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|11.5 | Directors may fill casual vacancies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | Any casual vacancy occurring in the board of directors
      may be filled by the directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|11.6 | Remaining directors power to act                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | The directors may act notwithstanding any vacancy in the
      board of directors, but if the Company has fewer directors in office than
      the number set pursuant to these Articles as the quorum of directors, the
      directors may only act for the purpose of appointing directors up to that
      number or for the purpose of summoning a meeting of shareholders to fill
      any vacancies on the board of directors or for any other purpose permitted
      by the Business Corporations Act.                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|11.7 | Shareholders may fill vacancies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | If the Company has no directors or fewer directors in
      office than the number set pursuant to these Articles as the quorum of
      directors, the shareholders may elect or appoint directors to fill any
      vacancies on the board of directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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- 13 -

|11.8                               | Additional directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                   | Notwithstanding Articles 10.1 and 10.2, between annual
      general meetings or unanimous resolutions contemplated by Article 7.2, the
      directors may appoint one or more additional directors, but the number of
      additional directors appointed under this Article 11.8 must not at any
      time exceed:                                                                                                                                                                                                  
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|11.9                               | Ceasing to be a director                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                   | A director ceases to be a director when:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|11.10                              | Removal of director by shareholders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                   | The Shareholders may, by special resolution, remove any
      director before the expiration of his or her term of office, and may, by
      ordinary resolution, elect or appoint a director to fill the resulting
      vacancy. If the shareholders do not contemporaneously elect or appoint a
      director to fill the vacancy created by the removal of a director, then
      the directors may appoint, or the shareholders may elect or appoint by
      ordinary resolution, a director to fill that vacancy.
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|11.11                              | Removal of director by directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                   | The directors may remove any director before the
      expiration of his or her term of office if the director is convicted of an
      indictable offence, or if the director ceases to be qualified to act as a
      director of a company and does not promptly resign, and the directors may
      appoint a director to fill the resulting vacancy.                                                                                                                                                                
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|PART 12  PROCEEDINGS OF DIRECTORS
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|12.1                               | Meetings of directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                   | The directors may meet together for the conduct of
      business, adjourn and otherwise regulate their meetings as they think fit,
      and meetings of the board held at regular intervals may be held at the
      place, at the time and on the notice, if any, that the board may by
      resolution from time to time determine.                                                                                                                                                                                 
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|12.2                               | Chair of meetings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                   | Meetings of directors are to be chaired by                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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- 14 -

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (ii)                                                                                                                                                                                                                   | neither the chair of the board nor the president, if a
      director, is willing to chair the meeting, or                                                                   
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (iii)                                                                                                                                                                                                                  | the chair of the board and the president, if a director,
      have advised the secretary, if any, or any other director, that they will
      not be present at the meeting.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                       
|12.3 | Voting at meetings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                       
|     | Questions arising at any meeting of directors are to be
      decided by a majority of votes and, in the case of an equality of votes,
      the chair of the meeting does not have a second or casting vote.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                       
|12.4 | Meetings by telephone or other communications
      medium                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                       
|     | A director may participate in a meeting of the
      directors or of any committee of the directors in person, or by telephone
      or other communications medium, if all directors participating in the
      meeting are able to communicate with each other. A director may
      participate in a meeting of the directors or of any committee of the
      directors by a communications medium other than telephone if all directors
      participating in the meeting, whether in person or by telephone or other
      communications medium, are able to communicate with each other and if all
      directors who wish to participate in the meeting agree to such
      participation. A director who participates in a meeting in a manner
      contemplated by this Article 12.4 is deemed for all purposes of the
      Business Corporations Actand these Articles to be present at the
      meeting and to have agreed to participate in that manner.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                       
|12.5 | Who may call extraordinary meetings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                       
|     | A director may call a meeting of the board at any
      time. The secretary, if any, must on request of a director , call a
      meeting of the board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                       
|12.6 | Notice of extraordinary meetings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                       
|     | Subject to Articles 12.7 and 12.8, if a meeting of the
      board is called under Article 12.4, reasonable notice of that meeting,
      specifying the place, date and time of that meeting, must be given to each
      of the directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                       
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | by mail addressed to the directors address as
      it appears on the books of the Company or to any other address provided to
      the Company by the director for this purpose,                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                       
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | by leaving it at the directors prescribed address or at
      any other address provided to the Company by the director for this
      purpose, or                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                       
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | orally, by delivery of written notice or by
      telephone, voice mail, e-mail, fax or any other method of legibly
      transmitting messages.                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                       
|12.7 | When notice not required                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                       
|     | It is not necessary to give notice of a meeting of the
      directors to a director if                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                       
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | the meeting is to be held immediately
      following a meeting of shareholders at which that director was elected or
      appointed or is the meeting of the directors at which that director is
      appointed, or
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                       
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | the director has filed a waiver under Article
  12.9.                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                       
|12.8 | Meeting valid despite failure to give
  notice                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                       
|     | The accidental omission to give notice of any meeting of
      directors to any director, or the non-receipt of any notice by any
      director, does not invalidate any proceedings at that meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                       
|12.9 | Waiver of notice of meetings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                       
|     | Any director may file with the Company a document signed
      by the director waiving notice of any past, present or future meeting of
      the directors and may at any time withdraw that waiver with respect to
      meetings of the directors held after that
withdrawal.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

---

- 15 -

|12.10                             | Effect of waiver                                                                                                                                                                                                                                                                                            
|--------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | After a director files a waiver under Article 12.9 with
      respect to future meetings of the directors, and until that waiver is
      withdrawn, notice of any meeting of the directors need not be given to
      that director unless the director otherwise requires in writing to the
      Company.
|                                  |                                                                                                                                                                                                                                                                                                             
|12.11                             | Quorum                                                                                                                                                                                                                                                                                                      
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | The quorum necessary for the transaction of the business
      of the directors may be set by the directors and, if not so set, is a
      majority of the directors.                                                                                                                                       
|                                  |                                                                                                                                                                                                                                                                                                             
|12.12                             | If only one director                                                                                                                                                                                                                                                                                        
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | If, in accordance with Article 10.1, the number of
      directors is one, the quorum necessary for the transaction of the business
      of the directors is one director, and that director may constitute a
      meeting.                                                                               
|                                  |                                                                                                                                                                                                                                                                                                             
|PART 13  COMMITTEES OF DIRECTORS
|                                  |                                                                                                                                                                                                                                                                                                             
|13.1                              | Appointment of committees                                                                                                                                                                                                                                                                                   
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | The directors may, by resolution,                                                                                                                                                                                                                                                                           
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | (a)                                                                                                                                                                                                                                                                                                         
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | (b)                                                                                                                                                                                                                                                                                                         
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | (c)                                                                                                                                                                                                                                                                                                         
|                                  |                                                                                                                                                                                                                                                                                                             
|13.2                              | Obligations of committee                                                                                                                                                                                                                                                                                    
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | Any committee formed under Article 13.1, in the exercise
      of the powers delegated to it, must                                                                                                                                                                                                          
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | (a)                                                                                                                                                                                                                                                                                                         
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | (b)                                                                                                                                                                                                                                                                                                         
|                                  |                                                                                                                                                                                                                                                                                                             
|13.3                              | Powers of board                                                                                                                                                                                                                                                                                             
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | The board may, at any time,                                                                                                                                                                                                                                                                                 
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | (a)                                                                                                                                                                                                                                                                                                         
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | (b)                                                                                                                                                                                                                                                                                                         
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | (c)                                                                                                                                                                                                                                                                                                         
|                                  |                                                                                                                                                                                                                                                                                                             
|13.4                              | Committee meetings                                                                                                                                                                                                                                                                                          
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | Subject to Article 13.2(a),                                                                                                                                                                                                                                                                                 
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | (a)                                                                                                                                                                                                                                                                                                         
|                                  |                                                                                                                                                                                                                                                                                                             
|                                  | (b)                                                                                                                                                                                                                                                                                                         

---

- 16 -

|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | holding the meeting, the directors present who are
      members of the committee may choose one of their number to chair the
      meeting,                                                                                           
|--------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                        
|                                                          | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | a majority of the members of a directors committee
      constitutes a quorum of the committee, and                                                                                                                                   
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                        
|                                                          | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | questions arising at any meeting of a directors
      committee are determined by a majority of votes of the members present,
      and in case of an equality of votes, the chair of the meeting has no
      second or casting vote.
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                        
|PART 14  OFFICERS                                       
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                        
|14.1                                                      | Appointment of officers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                        
|                                                          | The board may, from time to time, appoint a president,
      secretary or any other officers that it considers necessary, and none of
      the individuals appointed as officers need be a member of the
  board.                                                                                                                                                                                                                                                                                                                                                                           
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                        
|14.2                                                      | Functions, duties and powers of officers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                        
|                                                          | The board may, for each officer,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                        
|                                                          | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | determine the functions and duties the officer is to
      perform,                                                                                                                                                                    
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                        
|                                                          | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | entrust to and confer on the officer any of the powers
      exercisable by the directors on such terms and conditions and with such
      restrictions as the directors think fit, and                                                
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                        
|                                                          | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | from time to time revoke, withdraw, alter or vary all or
      any of the functions, duties and powers of the officer.                                                                                                                 
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                        
|14.3                                                      | Remuneration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                        
|                                                          | All appointments of officers are to be made on the terms
      and conditions and at the remuneration (whether by way of salary, fee,
      commission, participation in profits or otherwise) that the board thinks
      fit and are subject to termination at the pleasure of the board.                                                                                                                                                                                                                                                                                                  
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                        
|PART 15  CERTAIN PERMITTED ACTIVITIES OF
      DIRECTORS
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                        
|15.1                                                      | Other office of director                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                        
|                                                          | A director may hold any office or place of profit with
      the Company (other than the office of auditor of the Company) in addition
      to his or her office of director for the period and on the terms (as to
      remuneration or otherwise) that the directors may determine.                                                                                                                                                                                                                                                                                                      
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                        
|15.2                                                      | No disqualification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                        
|                                                          | No director or intended director is disqualified by his
      or her office from contracting with the Company either with regard to the
      holding of any office or place of profit the director holds with the
      Company or as vendor, purchaser or otherwise.                                                                                                                                                                                                                                                                                                                       
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                        
|15.3                                                      | Professional services by director or
  officer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                        
|                                                          | Subject to compliance with the provisions of the
      Business Corporations Act, a director or officer of the Company, or
      any corporation or firm in which that individual has an interest, may act
      in a professional capacity for the Company, except as auditor of the
      Company, and the director or officer or such corporation or firm is
      entitled to remuneration for professional services as if that individual
      were not a director or officer.                                                                                                         
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                        
|15.4                                                      | Remuneration and benefits received from certain
      entities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                        
|                                                          | A director or officer may be or become a director,
      officer or employee of, or may otherwise be or become interested in, any
      corporation, firm or entity in which the Company may be interested as a
      shareholder or otherwise, and, subject to compliance with the provisions
      of the Business Corporations Act, the director or officer is not
      accountable to the Company for any remuneration or other benefits received
      by him or her as director, officer or employee of, or from his or her
      interest in, such other corporation, firm or
entity.

---

- 17 -

|15.5                      | Change of Corporate Name                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                          | The directors may, from time to time, by ordinary
      resolution, alter the notice of articles of the Company to effect a change
      of the name of the Company.                                                                                                                                                                                                                                                                                                                                                    
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|PART 16  INDEMNIFICATION
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|16.1                      | Indemnification of directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                          | The directors must cause the Company to indemnify its
      directors and former directors, and their respective heirs and personal or
      other legal representatives to the greatest extent permitted by Division 5
      of Part 5 of the Business Corporations Act.                                                                                                                                                                                                                                               
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|16.2                      | Deemed contract                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                          | Each director is deemed to have contracted with the
      Company on the terms of the indemnity referred to in Article
  16.1.                                                                                                                                                                                                                                                                                                                                                                                          
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|PART 17  AUDITOR        
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|17.1                      | Remuneration of an auditor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                          | The directors may set the remuneration of the auditor of
      the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|17.2                      | Waiver of appointment of an auditor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                          | The Company shall not be required to appoint an auditor
      if all of the shareholders of the Company, whether or not their shares
      otherwise carry the right to vote, resolve by a unanimous resolution to
      waive the appointment of an auditor. Such waiver may be given before, on
      or after the date on which an auditor is required to be appointed under
      the Business Corporations Act, and is effective for one financial
      year only.                                                
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|PART 18  DIVIDENDS      
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|18.1                      | Declaration of dividends                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                          | Subject to the rights, if any, of shareholders holding
      shares with special rights as to dividends, the directors may from time to
      time declare and authorize payment of any dividends the directors consider
      appropriate.                                                                                                                                                                                                                                                                             
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|18.2                      | No notice required                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                          | The directors need not give notice to any shareholder of
      any declaration under Article 18.1.                                                                                                                                                                                                                                                                                                                                                                                                                      
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|18.3                      | Directors may determine when dividend
    payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                          | Any dividend declared by the directors may be made
      payable on such date as is fixed by the directors.                                                                                                                                                                                                                                                                                                                                                                                                             
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|18.4                      | Dividends to be paid in accordance with number of
      shares                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                          | Subject to the rights of shareholders, if any, holding
      shares with special rights as to dividends, all dividends on shares of any
      class or series of shares must be declared and paid according to the
      number of such shares held.                                                                                                                                                                                                                                                                    
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|18.5                      | Manner of paying dividend                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                          | 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 or fractional shares, bonds, debentures or
      other debt obligations of the Company, or in any one or more of those
      ways, and, if any difficulty arises in regard to the distribution, the
      directors may settle the difficulty as they consider expedient, and, in
      particular, may set the value for distribution of specific assets.
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|18.6                      | Dividend bears no interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                          | No dividend bears interest against the
  Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---

- 18 -

|18.7                               | Fractional dividends                                                                                                                                                                                                                                                                               
|---------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                   |                                                                                                                                                                                                                                                                                                    
|                                   | If a dividend to which a shareholder is entitled includes
      a fraction of the smallest monetary unit of the currency of the dividend,
      that fraction may be disregarded in making payment of the dividend and
      that payment represents full payment of the dividend.                 
|                                   |                                                                                                                                                                                                                                                                                                    
|18.8                               | Payment of dividends                                                                                                                                                                                                                                                                               
|                                   |                                                                                                                                                                                                                                                                                                    
|                                   | Any dividend or other distribution payable in cash in
      respect of shares may be paid by cheque, made payable to the order of the
      person to whom it is sent, and mailed                                                                                                                  
|                                   |                                                                                                                                                                                                                                                                                                    
|                                   | (a)                                                                                                                                                                                                                                                                                                
|                                   |                                                                                                                                                                                                                                                                                                    
|                                   | (b)                                                                                                                                                                                                                                                                                                
|                                   |                                                                                                                                                                                                                                                                                                    
|                                   | (c)                                                                                                                                                                                                                                                                                                
|                                   |                                                                                                                                                                                                                                                                                                    
|18.9                               | Receipt by joint shareholders                                                                                                                                                                                                                                                                      
|                                   |                                                                                                                                                                                                                                                                                                    
|                                   | If several persons are joint shareholders of any share,
      any one of them may give an effective receipt for any dividend, bonus or
      other money payable in respect of the share.                                                                                                          
|                                   |                                                                                                                                                                                                                                                                                                    
|PART 19  ACCOUNTING RECORDS      
|                                   |                                                                                                                                                                                                                                                                                                    
|19.1                               | Recording of financial affairs                                                                                                                                                                                                                                                                     
|                                   |                                                                                                                                                                                                                                                                                                    
|                                   | The board must cause adequate accounting records to be
      kept to record properly the financial affairs and condition of the Company
      and to comply with the provisions of the Business Corporations
      Act.                                                                            
|                                   |                                                                                                                                                                                                                                                                                                    
|PART 20  EXECUTION OF INSTRUMENTS
|                                   |                                                                                                                                                                                                                                                                                                    
|20.1                               | Who may attest seal                                                                                                                                                                                                                                                                                
|                                   |                                                                                                                                                                                                                                                                                                    
|                                   | The Companys seal, if any, must not be impressed on any
      record except when that impression is attested by the signature or
      signatures of                                                                                                                                              
|                                   |                                                                                                                                                                                                                                                                                                    
|                                   | (a)                                                                                                                                                                                                                                                                                                
|                                   |                                                                                                                                                                                                                                                                                                    
|                                   | (b)                                                                                                                                                                                                                                                                                                
|                                   |                                                                                                                                                                                                                                                                                                    
|                                   | (c)                                                                                                                                                                                                                                                                                                
|                                   |                                                                                                                                                                                                                                                                                                    
|                                   | (d)                                                                                                                                                                                                                                                                                                
|                                   |                                                                                                                                                                                                                                                                                                    
|20.2                               | Sealing copies                                                                                                                                                                                                                                                                                     
|                                   |                                                                                                                                                                                                                                                                                                    
|                                   | For the purpose of certifying under seal a true copy of
      any resolution or other document, the seal must be impressed on that copy
      and, despite Article 20.1, may be attested by the signature of any
      director or officer.                                                        
|                                   |                                                                                                                                                                                                                                                                                                    
|20.3                               | Execution of documents not under seal                                                                                                                                                                                                                                                              
|                                   |                                                                                                                                                                                                                                                                                                    
|                                   | Any instrument, document or agreement for which the seal
      need not be affixed may be executed for and on behalf of and in the name
      of the Company by any one director or officer of the Company, or by any
      other person appointed by the directors for such purpose.              
|                                   |                                                                                                                                                                                                                                                                                                    
|PART 21  NOTICES                 
|                                   |                                                                                                                                                                                                                                                                                                    
|21.1                               | Method of giving notice                                                                                                                                                                                                                                                                            
|                                   |                                                                                                                                                                                                                                                                                                    
|                                   | Unless the Business Corporations Actor these
      Articles provides otherwise, a notice, statement, report or other record
      required or permitted by the Business Corporations Actor these
      Articles to be sent by or to a person may be sent by any one of the
      following methods:

---

- 19 -

|     | (a)                                                                                                                                                                                                                                                                                                                                                                                       | mail addressed to the person at the applicable
      address for that person as follows:                                                                                                                                                  
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                           | (i)                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                           | (ii)                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                           | (iii)                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                           
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                       | delivery at the applicable address
        for that person as follows, addressed to the person:                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                           | (i)                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                           | (ii)                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                           | (iii)                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                           
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                       | sending the record by fax to the
        fax number provided by the intended recipient for the sending of that
        record or records of that class;                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                           
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                       | sending the record by email to
        the email address provided by the intended recipient for the sending of
        that record or records of that class;                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                           
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                       | physical delivery to the intended
        recipient.                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                           
|21.2 | Deemed receipt of mailing                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                           
|     | A record that is mailed to a person by ordinary mail
      to the applicable address for that person referred to in Article 21.1 is
      deemed to be received by the person to whom it was mailed on the day, Saturdays,
      Sundays and holidays excepted, following the date of mailing.                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                           
|21.3 | Certificate of sending                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                           
|     | A certificate signed by the secretary, if any, or
      other officer of the Company or of any other corporation acting in that
      behalf for the Company stating that a notice, statement, report or other
      record was addressed as required by Article 21.1, prepaid and mailed or
      otherwise sent as permitted by Article 21.1 is conclusive evidence of that
      fact.
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                           
|21.4 | Notice to joint shareholders                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                           
|     | A notice, statement, report or other record may be
      provided by the Company to the joint registered shareholders of a share
      by providing the notice to the joint registered shareholder first named
      in the central securities register in respect of the share.                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                           
|21.5 | Notice to trustees                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                           
|     | A notice, statement, report or other record may be
      provided by the Company to the persons entitled to a share in consequence
      of the death, bankruptcy or incapacity of a shareholder by:                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                           
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                       | mailing the record, addressed to them:                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                           | (i)                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                           | (ii)                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                           
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                       | if an address referred to in Article
        21.5(a)(ii) has not been supplied to the Company, by giving the notice
        in a manner in which it might have been given if the death, bankruptcy
        or incapacity had not occurred.

---

- 20 -

PART 22 SPECIAL RIGHTS AND RESTRICTIONS ATTACHED
TO THE COMMON SHARES WITHOUT PAR VALUE (THE COMMON SHARES)

|22.1                                                                                | The Common Shares will have the
      following special rights and restrictions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|PART 23                                                                           
|SPECIAL RIGHTS AND RESTRICTIONS
      ATTACHED TO                                  
|THE PREFERRED SHARES WITHOUT PAR
      VALUE                                       
|(THE PREFERRED SHARES)                                                           
|                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|The Preferred Shares will have the following
      special rights and restrictions:
|                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|23.1                                                                                | Issuable in Series                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                    | The Preferred Shares may be issued
      from time to time in one or more series. The directors may from time to
      time by resolution passed before the issue of any Preferred Shares of a
      particular series alter the Notice of Articles of the Company to fix the
      number of Preferred Shares in, and to determine the designation of the
      Preferred Shares of, that series and alter these articles to create,
      define and attach special rights and restrictions including, without
      limitation:                                                        
|                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|23.2                                                                                | Priority                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                    | No special rights or restrictions
      attached to any series of Preferred Shares may confer upon the shares of
      such series a priority in respect of dividends or distribution of assets
      or return of capital in the event of the liquidation, dissolution or
      winding-up of the Company over the shares of any other series of Preferred
      Shares. The Preferred Shares of each series will, with respect to the
      payment of dividends and the distribution of assets or return of capital
      in the event of liquidation, dissolution or winding-up of the

---

- 21 -

|     | Company, whether voluntary or involuntary, rank on a
      parity with the Preferred Shares of every other series and be entitled to
      a preference and priority over the Common Shares and over any other shares
      of the Company ranking junior to the Preferred Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|23.3 | Notices and Voting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | Subject to the special rights and restrictions that may
      be attached to a particular series of Preferred Shares by the directors in
      accordance with subsection 23.1 of the special rights and restrictions
      attaching to the Preferred Shares, the holders of a series of Preferred
      Shares will not, as such, be entitled to receive notice of or to attend
      any meeting of the shareholders of the Company and will not be entitled to
      vote at any such meeting (except where holders of a specified class or
      series of shares are entitled to vote separately as a class as provided in
      the Business Corporations Act).Notwithstanding the aforesaid
      restrictions, conditions or prohibitions on the right to vote, the holders
      of a series of the Preferred Shares are entitled to notice of meetings of
      shareholders called for the purpose of authorizing the winding-up or
      dissolution of the Company or the sale, lease or exchange of all or
      substantially all the property of the Company other than in the ordinary
      course of business of the Company under section 126 of the Business
      Corporations Act,as such section may be amended from time to
    time.                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|23.4 | Purchase for Cancellation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | Subject to the special rights and restrictions that may
      be attached to a particular series of Preferred Shares by the directors in
      accordance with subsection 23.1 of the special rights and restrictions
      attaching to the Preferred Shares, the Company may at any time or from
      time to time purchase for cancellation the whole or any part of the
      Preferred Shares outstanding at such time at the lowest price at which, in
      the opinion of the directors, such shares are then obtainable but such
      price or prices will not in any case exceed the redemption price current
      at the time of purchase for the shares of the particular series purchased
      plus costs of purchase together with all declared but unpaid dividends.
      Subject to compliance with the requirements of the Business
      Corporations Act,in the case of the purchase for cancellation by
      private contract, the Company is not required to purchase Preferred Shares
      from all holders or series of Preferred Shares or to offer to purchase the
      shares of any other class or any series of shares before proceeding to
      purchase from any one holder of Preferred Shares nor is it required to
      make purchases from holders of Preferred Shares on a pro ratabasis.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|23.5 | Redemption                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

---

- 22 -

|     |            | shares to be redeemed, on presentation and surrender of the
      certificates for the shares called for redemption at the place or places
      specified in the redemption notice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---- | ---------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (e)        | On payment of the redemption price, the certificates
        for such shares must be cancelled, and the shares represented thereby
        must be redeemed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (f)        | If a part only of the outstanding Preferred
        Shares is at any time to be redeemed:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |            | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |            | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (g)        | From and after the date specified for redemption
        in the redemption notice, the holders of the shares called for redemption
        will cease to be entitled to dividends and will not be entitled to any
        rights in respect thereof, except to receive the redemption price together
        with all dividends declared prior to the date specified for redemption
        and unpaid, unless payment of the redemption price and such dividends
        is not made by the Company in accordance with the foregoing provisions,
        in which case the rights of the holders of such shares will remain unimpaired.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (h)        | On or before the date specified for redemption,
        the Company will have the right to deposit the redemption price of the
        shares called for redemption together with all dividends declared thereon
        prior to the date specified for redemption and unpaid, in a special account
        with any chartered bank or trust company in Canada named in the notice
        of redemption, such redemption price and dividends to be paid to or to
        the order of the respective holders of such shares called for redemption
        upon presentation and surrender of the certificates representing the same
        and, upon such deposit being made, the shares in respect of which the
        deposit is made will be redeemed and the rights of the holders thereof,
        after such deposit, will be limited to receiving, out of the monies so
        deposited, without interest, the redemption price together with all dividends
        declared thereon prior to the date specified for redemption and unpaid,
        applicable to their respective shares against presentation and surrender
        of the certificates representing such shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|23.6 | Retraction
|     |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (a)        | Subject to the special rights and restrictions
        that may be attached to a particular series of Preferred Shares by the
        directors in accordance with subsection 23.1 of the special rights and
        restrictions attaching to the Preferred Shares and to paragraph (b) below,
        a holder of Preferred Shares will be entitled to require the Company to
        redeem at any time and from time to time after the date of issue of any
        Preferred Shares, upon giving notice as hereinafter provided, all or any
        number of the Preferred Shares registered in the name of such holder on
        the books of the Company at the redemption price per share, together with
        all dividends declared thereon and unpaid. A holder of Preferred Shares
        exercising his option to have the Company redeem, must give notice to
        the Company, which notice must set out the date on which the Company is
        to redeem, which date may not be less than 10 days nor more than 30 days
        from the date of mailing of the notice, and if the holder desires to have
        less than all of the Preferred Shares registered in his name redeemed
        by the Company, the number of the holders shares to be redeemed.
        The date on which the redemption at the option of the holder is to occur
        is hereafter referred to as the option redemption date. The
        holder of any Preferred Shares may, with the consent of the Company, revoke
        such notice prior to the option redemption date. Upon delivery to the
        Company of a share certificate or certificates representing the Preferred
        Shares which the holder desires to have the Company redeem, the Company
        must, on the option redemption date, redeem such Preferred Shares by paying
        to the holder the redemption price therefor together with all dividends
        declared thereon and unpaid. Upon payment of the redemption price of the
        Preferred Shares to be redeemed by the Company together with all dividends
        declared thereon and unpaid, the holders thereof will cease to be entitled
        to dividends or, to exercise any rights of holders in respect thereof.

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|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | If the redemption by the Company on any option redemption
      date of all of the Preferred Shares to be redeemed on that date would be
      contrary to any provisions of the Business Corporations Actor any
      other applicable law, the Company will be obligated to redeem only the
      maximum number of Preferred Shares which the Company determines it is then
      permitted to redeem, such redemptions to be made pro rata(disregarding fractions of shares) according to the number of
      Preferred Shares required by each such holder to be redeemed by the
      Company and the Company must issue new certificates representing the
      Preferred Shares not redeemed by the Company. The Company must, before
      redeeming any other Preferred Shares, redeem in the manner contemplated by
      subsection 23.5 of the special rights and restrictions attaching to the
      Preferred Shares on the first day of each month thereafter the maximum
      number of such Preferred Shares so required by the holders to be redeemed
      as would not then be contrary to any provisions of the Business
      Corporations Actor any other applicable law, until all of such shares
      have been redeemed, provided that the Company must be under no obligation
      to give any notice to the holders of the Preferred Shares in respect of
      such redemption or redemptions as provided for in subsection 23.5 of the
      special rights and restrictions attaching to the Preferred
  Shares.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|23.7 | Liquidation, Dissolution and Winding-Up                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | Subject to the special rights and restrictions that may
      be attached to a particular series of Preferred Shares by the directors in
      accordance with subsection 23.1 of the special rights and restrictions
      attaching to the Preferred Shares, in the event of the liquidation,
      dissolution or winding-up of the Company, whether voluntary or
      involuntary, the holders of the Preferred Shares will be entitled to
      receive, before any distribution of any part of the assets of the Company
      among the holders of any other shares, for each Preferred Share, an amount
      equal to the redemption price of such share and any dividends declared
      thereon and unpaid and no more.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|23.8 | Amendment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | The authorization for the amendment of the articles of
      the Company to delete or vary any special rights or restrictions attaching
      to the Preferred Shares, in addition to the authorization by a special
      resolution, must be given by the approval by affirmative vote of at least
      two-thirds of the votes cast at a meeting of the holders of Preferred
      Shares to be called and held for that purpose.                                                                                                                                                                                                                                                                                              

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