##### 



ARTICLES OF ASSOCIATION
OF
AINSWORTH ENGINEERED CORP. Interpretation  1.
    
    In these Articles, unless there be something in the subject or context
inconsistent therewith:  (1)
    
    Act means the Companies Act(Nova Scotia);(2)
    
    Articles means these Articles of Association of the Company
and all amendments hereto;(3)
    
    Company means the company named above;(4)
    
    director means a director of the Company;(5)
    
    Memorandum means the Memorandum of Association of the
Company and all amendments thereto;(6)
    
    month means calendar month;(7)
    
    Office means the registered office of the Company;(8)
    
    person includes a body corporate;(9)
    
    proxyholder includes an alternate proxyholder;(10)
    
    Register means the register of members kept pursuant to the
Act, and where the context permits includes a branch register of
members;(11)
    
    Registrar means the Registrar as defined in the Act;(12)
    
    Secretary includes any person appointed to perform the
duties of the Secretary temporarily;(13)
    
    shareholder means member as that term is used in the Act in
connection with an unlimited company having share capital and as
that term is used in the Memorandum;(14)
    
    special resolution has the meaning assigned by the Act;(15)
    
    in writing and written includes printing, lithography and
other modes of representing or reproducing words in visible form;(16)
    
    words importing number or gender include all numbers and
genders unless the context otherwise requires.




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2.
    
    The regulations in Table A in the First Schedule to the Act shall not
apply to the Company.3.
    
    The directors may enter into and carry into effect or adopt and carry
into effect any agreement made by the promoters of the Company on behalf
of the Company and may agree to any modification in the terms of any such
agreement, either before or after its execution.4.
    
    The directors may, out of the funds of the Company, pay all expenses
incurred for the amalgamation and organization of the Company. Shares  5.
    
    The capital of the company shall consist of 100,000,000 common shares
without nominal or par value and 100,000,000 Class A Preferred shares
without nominal or par value, the conditions to attaching to which are set
out in Annex 1 hereto, with the power to divide the shares in the capital
for the time being into classes or series and to attach thereto
respectively any preferred, deferred or qualified rights, privileges or
conditions, including restrictions on voting rights and including
redemption, purchase and other acquisition of such shares, subject,
however, to the provisions of the Act.6.
    
    The directors shall control the shares and, subject to the provisions of
these Articles, may allot or otherwise dispose of them to such person at
such times, on such terms and conditions and, if the shares have a par
value, either at a premium or at par, as they think fit.7.
    
    The directors may pay on behalf of the Company a reasonable commission to
any person in consideration of subscribing or agreeing to subscribe
(whether absolutely or conditionally) for any shares in the Company, or
procuring or agreeing to procure subscriptions (whether absolute or
conditional) for any shares in the Company. Subject to the Act, the
commission may be paid or satisfied in shares of the Company.8.
    
    On the issue of shares the Company may arrange among the holders thereof
differences in the calls to be paid and in the times for their payment.9.
    
    If the whole or part of the allotment price of any shares is, by the
conditions of their allotment, payable in instalments, every such
instalment shall, when due, be payable to the Company by the person who is
at such time the registered holder of the shares.10.
    
    Shares may be registered in the names of joint holders not exceeding
three in number.11.
    
    Joint holders of a share shall be jointly and severally liable for the
payment of all instalments and calls due in respect of such share. On the
death of one or more joint holders of shares the survivor or survivors of
them shall alone be recognized by the Company as the registered holder or
holders of the shares.12.
    
    Save as herein otherwise provided, the Company may treat the registered
holder of any share as the absolute owner thereof and accordingly shall
not, except as ordered by a 2




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court of competent jurisdiction or required by statute, be bound to
recognize any equitable or other claim to or interest in such share on
the part of any other person.13.
    
    The Company is a private company, and:  (1)
    
    no transfer of any share or prescribed security of the
Company shall be effective unless or until approved by the
directors;(2)
    
    the number of holders of issued and outstanding prescribed
securities or shares of the Company, exclusive of persons who are in
the employment of the Company or in the employment of an affiliate
of the Company and exclusive of persons who, having been formerly in
the employment of the Company or the employment of an affiliate of
the Company, were, while in that employment, and have continued
after termination of that employment, to own at least one prescribed
security or share of the Company, shall not exceed 50 in number, two
or more persons or companies who are the joint registered owners of
one or more prescribed securities or shares being counted as one
holder; and(3)
    
    the Company shall not invite the public to subscribe for any
of its securities.  In this Article, private company and securities have the meanings
ascribed to those terms in the Securities Act(Nova Scotia), and
prescribed security means any of the securities prescribed by the Nova
Scotia Securities Commission from time to time for the purpose of the
definition of private company in the Securities Act(Nova Scotia). Certificates  14.
    
    Certificates of title to shares shall comply with the Act and may
otherwise be in such form as the directors may from time to time
determine. Unless the directors otherwise determine, every certificate of
title to shares shall be signed manually by at least one of the Chairman,
President, Secretary, Treasurer, a vice-president, an assistant secretary,
any other officer of the Company or any director of the Company or by or
on behalf of a share registrar transfer agent or branch transfer agent
appointed by the Company or by any other person whom the directors may
designate. When signatures of more than one person appear on a certificate
all but one may be printed or otherwise mechanically reproduced. All such
certificates when signed as provided in this Article shall be valid and
binding upon the Company. If a certificate contains a printed or
mechanically reproduced signature of a person, the Company may issue the
certificate, notwithstanding that the person has ceased to be a director
or an officer of the Company and the certificate is as valid as if such
person were a director or an officer at the date of its issue. Any
certificate representing shares of a class publicly traded on any stock
exchange shall be valid and binding on the Company if it complies with the
rules of such exchange whether or not it otherwise complies with this
Article.15.
    
    Except as the directors may determine, each shareholders shares may be
evidenced by any number of certificates so long as the aggregate of the
shares stipulated in such certificates equals the aggregate registered in
the name of the shareholder. 3




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16.
    
    Where shares are registered in the names of two or more persons, the
Company shall not be bound to issue more than one certificate or set of
certificates, and such certificate or set of certificates shall be
delivered to the person first named on the Register.17.
    
    Any certificate that has become worn, damaged or defaced may, upon its
surrender to the directors, be cancelled and replaced by a new
certificate. Any certificate that has become lost or destroyed may be
replaced by a new certificate upon proof of such loss or destruction to
the satisfaction of the directors and the furnishing to the Company of
such undertakings of indemnity as the directors deem adequate.18.
    
    The sum of one dollar or such other sum as the directors from time to
time determine shall be paid to the Company for every certificate other
than the first certificate issued to any holder in respect of any share or
shares.19.
    
    The directors may cause one or more branch Registers of shareholders to
be kept in any place or places, whether inside or outside of Nova Scotia. Calls  20.
    
    The directors may make such calls upon the shareholders in respect of all
amounts unpaid on the shares held by them respectively and not made
payable at fixed times by the conditions on which such shares were
allotted, and each shareholder shall pay the amount of every call so made
to the person and at the times and places appointed by the directors. A
call may be made payable by instalments.21.
    
    A call shall be deemed to have been made at the time when the resolution
of the directors authorizing such call was passed.22.
    
    At least 14 days notice of any call shall be given, and such notice
shall specify the time and place at which and the person to whom such call
shall be paid.23.
    
    If the sum payable in respect of any call or instalment is not paid on or
before the day appointed for the payment thereof, the holder for the time
being of the share in respect of which the call has been made or the
instalment is due shall pay interest on such call or instalment at the
rate of 9% per year or such other rate of interest as the directors may
determine from the day appointed for the payment thereof up to the time of
actual payment.24.
    
    At the trial or hearing of any action for the recovery of any amount due
for any call, it shall be sufficient to prove that the name of the
shareholder sued is entered on the Register as the holder or one of the
holders of the share or shares in respect of which such debt accrued, that
the resolution making the call is duly recorded in the minute book and
that such notice of such call was duly given to the shareholder sued in
pursuance of these Articles. It shall not be necessary to prove the
appointment of the directors who made such call or any other matters
whatsoever and the proof of the matters stipulated shall be conclusive
evidence of the debt. 4




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Forfeiture Of Shares  25.
    
    If any shareholder fails to pay any call or instalment on or before the
day appointed for payment, the directors may at any time thereafter while
the call or instalment remains unpaid serve a notice on such shareholder
requiring payment thereof together with any interest that may have accrued
and all expenses that may have been incurred by the Company by reason of
such non-payment.26.
    
    The notice shall name a day (not being less than 14 days after the date
of the notice) and a place or places on and at which such call or
instalment and such interest and expenses are to be paid. The notice shall
also state that, in the event of non-payment on or before the day and at
the place or one of the places so named, the shares in respect of which
the call was made or instalment is payable will be liable to be forfeited.27.
    
    If the requirements of any such notice are not complied with, any shares
in respect of which such notice has been given may at any time thereafter,
before payment of all calls or instalments, interest and expenses due in
respect thereof, be forfeited by a resolution of the directors to that
effect. Such forfeiture shall include all dividends declared in respect of
the forfeited shares and not actually paid before the forfeiture.28.
    
    When any share has been so forfeited, notice of the resolution shall be
given to the shareholder in whose name it stood immediately prior to the
forfeiture and an entry of the forfeiture shall be made in the Register.29.
    
    Any share so forfeited shall be deemed the property of the Company and
the directors may sell, re-allot or otherwise dispose of it in such manner
as they think fit.30.
    
    The directors may at any time before any share so forfeited has been
sold, re-allotted or otherwise disposed of, annul the forfeiture thereof
upon such conditions as they think fit.31.
    
    Any shareholder whose shares have been forfeited shall nevertheless be
liable to pay and shall forthwith pay to the Company all calls,
instalments, interest and expenses owing upon or in respect of such shares
at the time of the forfeiture together with interest thereon at the rate
of 9% per year or such other rate of interest as the directors may
determine from the time of forfeiture until payment. The directors may
enforce such payment if they think fit, but are under no obligation to do
so.32.
    
    A certificate signed by the Secretary stating that a share has been duly
forfeited on a specified date in pursuance of these Articles and the time
when it was forfeited shall be conclusive evidence of the facts therein
stated as against any person who would have been entitled to the share but
for such forfeiture. Lien On Shares  33.
    
    The Company shall have a first and paramount lien upon all shares (other
than fully paid-up shares) registered in the name of a shareholder
(whether solely or jointly with others) and upon the proceeds from the
sale thereof for debts, liabilities and other engagements of the
shareholder, solely or jointly with any other person, to or with the
Company, whether or not the period for the payment, fulfilment or
discharge thereof has actually 5




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arrived, and such lien shall extend to all dividends declared in respect
of such shares. Unless otherwise agreed, the registration of a transfer
of shares shall operate as a waiver of any lien of the Company on such
shares.34.
    
    For the purpose of enforcing such lien the directors may sell the shares
subject to it in such manner as they think fit, but no sale shall be made
until the period for the payment, fulfilment or discharge of such debts,
liabilities or other engagements has arrived, and until notice in writing
of the intention to sell has been given to such shareholder or the
shareholders executors or administrators and default has been made by
them in such payment, fulfilment or discharge for seven days after such
notice.35.
    
    The net proceeds of any such sale after the payment of all costs shall be
applied in or towards the satisfaction of such debts, liabilities or
engagements and the residue, if any, paid to such shareholder. Validity Of Sales  36.
    
    Upon any sale after forfeiture or to enforce a lien in purported exercise
of the powers given by these Articles the directors may cause the
purchasers name to be entered in the Register in respect of the shares
sold, and the purchaser shall not be bound to see to the regularity of the
proceedings or to the application of the purchase money, and after the
purchasers name has been entered in the Register in respect of such
shares the validity of the sale shall not be impeached by any person and
the remedy of any person aggrieved by the sale shall be in damages only
and against the Company exclusively. Transfer Of Shares  37.
    
    The instrument of transfer of any share in the Company shall be signed by
the transferor. The transferor shall be deemed to remain the holder of
such share until the name of the transferee is entered in the Register in
respect thereof and shall be entitled to receive any dividend declared
thereon before the registration of the transfer.38.
    
    The instrument of transfer of any share shall be in writing in the
following form or to the following effect:  For value received,  hereby sell, assign,
and transfer unto ,  shares in
the capital of the Company represented by the within
certificate, and do hereby irrevocably constitute and
appoint  attorney to transfer such shares
on the books of the Company with full power of
substitution in the premises.Dated the  day of  ,Witness:  39.
    
    The directors may, without assigning any reason therefor, decline to
register any transfer of shares 6




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(1)
    
    not fully paid-up or upon which the Company has a lien, or(2)
    
    the transfer of which is restricted by any agreement to which
the Company is a party.  40.
    
    Every instrument of transfer shall be left for registration at the Office
of the Company, or at any office of its transfer agent where a Register is
maintained, together with the certificate of the shares to be transferred
and such other evidence as the Company may require to prove title to or
the right to transfer the shares.41.
    
    The directors may require that a fee determined by them be paid before or
after registration of any transfer.42.
    
    Every instrument of transfer shall, after its registration, remain in the
custody of the Company. Any instrument of transfer that the directors
decline to register shall, except in case of fraud, be returned to the
person who deposited it. Transmission Of Shares  43.
    
    The executors or administrators of a deceased shareholder (not being one
of several joint holders) shall be the only persons recognized by the
Company as having any title to the shares registered in the name of such
shareholder. When a share is registered in the names of two or more joint
holders, the survivor or survivors or the executors or administrators of
the deceased shareholder, shall be the only persons recognized by the
Company as having any title to, or interest in, such share.44.
    
    Notwithstanding anything in these Articles, if the Company has only one
shareholder (not being one of several joint holders) and that shareholder
dies, the executors or administrators of the deceased shareholder shall be
entitled to register themselves in the Register as the holders of the
shares registered in the name of the deceased shareholder whereupon they
shall have all the rights given by these Articles and by law to
shareholders.45.
    
    Any person entitled to shares upon the death or bankruptcy of any
shareholder or in any way other than by allotment or transfer, upon
producing such evidence of entitlement as the directors require, may be
registered as a shareholder in respect of such shares, or may, without
being registered, transfer such shares subject to the provisions of these
Articles respecting the transfer of shares. The directors shall have the
same right to refuse registration as if the transferee were named in an
ordinary transfer presented for registration. Surrender Of Shares  46.
    
    The directors may accept the surrender of any share by way of compromise
of any question as to the holder being properly registered in respect
thereof. Any share so surrendered may be disposed of in the same manner as
a forfeited share. 7




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Increase And Reduction Of Capital  47.
    
    Subject to the Act, the shareholders may by special resolution amend
these Articles to increase or alter the share capital of the Company as
they think expedient. Without prejudice to any special rights previously
conferred on the holders of existing shares, any share may be issued with
such preferred, deferred or other special rights, or with such
restrictions, whether in regard to dividends, voting, return of share
capital or otherwise, as the shareholders may from time to time determine
by special resolution. Except as otherwise provided by the conditions of
issue, or by these Articles, any capital raised by the creation of new shares
shall be considered part of the original capital and shall be
subject to the provisions herein contained with reference to payment of
calls and instalments, transfer and transmission, forfeiture, lien and
otherwise.48.
    
    The Company may, by special resolution where required, reduce its share
capital in any way and with and subject to any incident authorized and
consent required by law. Subject to the Act and any provisions attached to
such shares, the Company may redeem, purchase or acquire any of its shares
and the directors may determine the manner and the terms for redeeming,
purchasing or acquiring such shares and may provide a sinking fund on such
terms as they think fit for the redemption, purchase or acquisition of shares
of any class or series. Meetings And Voting By Class Or Series  49.
    
    Where the holders of shares of a class or series have, under the Act, the
terms or conditions attaching to such shares or otherwise, the right to
vote separately as a class in respect of any matter then, except as
provided in the Act, these Articles or such terms or conditions, all the
provisions in these Articles concerning general meetings (including,
without limitation, provisions respecting notice, quorum and procedure)
shall, mutatis mutandis, apply to every meeting of holders of such class
or series of shares convened for the purpose of such vote.50.
    
    Unless the rights, privileges, terms or conditions attached to a class or
series of shares provide otherwise, such class or series of shares shall
not have the right to vote separately as a class or series upon an
amendment to the Memorandum or Articles to:  (1)
    
    increase or decrease any maximum number of authorized shares
of such class or series, or increase any maximum number of
authorized shares of a class or series having rights or privileges
equal or superior to the shares of such class or series;(2)
    
    effect an exchange, reclassification or cancellation of all
or part of the shares of such class or series; or(3)
    
    create a new class or series of shares equal or superior to
the shares of such class or series. Borrowing Powers  51.
    
    The directors on behalf of the Company may: 8




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(1)
    
    raise or borrow money for the purposes of the Company or any
of them;(2)
    
    secure the repayment of funds so raised or borrowed in such
manner and upon such terms and conditions in all respects as they
think fit, and in particular by the execution and delivery of
mortgages of the Companys real or personal property, or by the
issue of bonds, debentures or other securities of the Company
secured by mortgage or other charge upon all or any part of the
property of the Company, both present and future including its
uncalled capital for the time being;(3)
    
    sign or endorse bills, notes, acceptances, cheques,
contracts, and other evidence of or securities for funds borrowed or
to be borrowed for the purposes aforesaid;(4)
    
    pledge debentures as security for loans;(5)
    
    guarantee obligations of any person.  52.
    
    Bonds, debentures and other securities may be made assignable, free from
any equities between the Company and the person to whom such securities
were issued.53.
    
    Any bonds, debentures and other securities may be issued at a discount,
premium or otherwise and with special privileges as to redemption,
surrender, drawings, allotment of shares, attending and voting at general
meetings of the Company, appointment of directors and other matters. General Meetings  54.
    
    Ordinary general meetings of the Company shall be held at least once in
every calendar year at such time and place as may be determined by the
directors and not later than 15 months after the preceding ordinary
general meeting. All other meetings of the Company shall be called special
general meetings. Ordinary or special general meetings may be held either
within or without the Province of Nova Scotia.55.
    
    The President, a vice-president or the directors may at any time convene
a special general meeting, and the directors, upon the requisition of
shareholders in accordance with the Act shall forthwith proceed to convene
such meeting or meetings to be held at such time and place or times and
places as the directors determine.56.
    
    The requisition shall state the objects of the meeting requested, be
signed by the requisitionists and deposited at the Office of the Company.
It may consist of several documents in like form each signed by one or
more of the requisitionists.57.
    
    At least seven clear days notice, or such longer period of notice as may
be required by the Act, of every general meeting, specifying the place,
day and hour of the meeting and, when special business is to be
considered, the general nature of such business, shall be given to the
shareholders entitled to be present at such meeting by notice given as
permitted by these Articles. With the consent in writing of all the
shareholders entitled to vote at such meeting, a meeting may be convened
by a shorter notice and in any manner they think fit, or notice of the
time, place and purpose of the meeting may be waived by all of the
shareholders. 9




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58.
    
    When it is proposed to pass a special resolution, the two meetings may be
convened by the same notice, and it shall be no objection to such notice
that it only convenes the second meeting contingently upon the resolution
being passed by the requisite majority at the first meeting.59.
    
    The accidental omission to give notice to a shareholder, or non-receipt
of notice by a shareholder, shall not invalidate any resolution passed at
any general meeting. Record Dates  60.  (1)
    
    The directors may fix in advance a date as the record date
for the determination of shareholders  (a)
    
    entitled to receive payment of a dividend or entitled to
receive any distribution;(b)
    
    entitled to receive notice of a meeting; or(c)
    
    for any other purpose.  (2)
    
    If no record date is fixed, the record date for the
determination of shareholders  (a)
    
    entitled to receive notice of a meeting shall be the day
immediately preceding the day on which the notice is given, or, if
no notice is given, the day on which the meeting is held; and(b)
    
    for any other purpose shall be the day on which the directors
pass the resolution relating to the particular purpose. Proceedings At General Meetings  61.
    
    The business of an ordinary general meeting shall be to receive and
consider the financial statements of the Company and the report of the
directors and the report, if any, of the auditors, to elect directors in
the place of those retiring and to transact any other business which under
these Articles ought to be transacted at an ordinary general meeting.62.
    
    No business shall be transacted at any general meeting unless the
requisite quorum is present at the commencement of the business. A
corporate shareholder of the Company that has a duly authorized agent or
representative present at any such meeting shall for the purpose of this
Article be deemed to be personally present at such meeting.63.
    
    One person, being a shareholder, proxyholder or representative of a
corporate shareholder, present and entitled to vote shall constitute a
quorum for a general meeting, and may hold a meeting.64.
    
    The Chairman shall be entitled to take the chair at every general meeting
or, if there be no Chairman, or if the Chairman is not present within
fifteen 15 minutes after the time appointed for holding the meeting, the
President or, failing the President, a vice-president 10




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shall be entitled to take the chair. If the Chairman, the President or a
vice-president is not present within 15 minutes after the time appointed
for holding the meeting or if all such persons present decline to take
the chair, the shareholders present entitled to vote at the meeting shall
choose another director as chairman and if no director is present or if
all the directors present decline to take the chair, then such
shareholders shall choose one of their number to be chairman.65.
    
    If within half an hour from the time appointed for a general meeting a
quorum is not present, the meeting, if it was convened pursuant to a
requisition of shareholders, shall be dissolved; if it was convened in any
other way, it shall stand adjourned to the same day, in the next week, at
the same time and place. If at the adjourned meeting a quorum is not
present within half an hour from the time appointed for the meeting, the
shareholders present shall be a quorum and may hold the meeting.66.
    
    Subject to the Act, at any general meeting a resolution put to the
meeting shall be decided by a show of hands unless, either before or on
the declaration of the result of the show of hands, a poll is demanded by
the chairman, a shareholder or a proxyholder; and unless a poll is so
demanded, a declaration by the chairman that the resolution has been
carried, carried by a particular majority, lost or not carried by a
particular majority and an entry to that effect in the Companys book of
proceedings shall be conclusive evidence of the fact without proof of the
number or proportion of the votes recorded in favour or against such
resolution.67.
    
    When a poll is demanded, it shall be taken in such manner and at such
time and place as the chairman directs, and either at once or after an
interval or adjournment or otherwise. The result of the poll shall be the
resolution of the meeting at which the poll was demanded. The demand of a
poll may be withdrawn. When any dispute occurs over the admission or
rejection of a vote, it shall be resolved by the chairman and such
determination made in good faith shall be final and conclusive.68.
    
    The chairman shall not have a casting vote in addition to any vote or
votes that the Chairman has as a shareholder.69.
    
    The chairman of a general meeting may with the consent of the meeting
adjourn the meeting from time to time and from place to place, but no
business shall be transacted at any adjourned meeting other than the
business left unfinished at the meeting that was adjourned.70.
    
    Any poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith without adjournment.71.
    
    The demand of a poll shall not prevent the continuance of a meeting for
the transaction of any business other than the question on which a poll
has been demanded. Votes Of Shareholders  72.
    
    Subject to the Act and to any provisions attached to any class or series
of shares concerning or restricting voting rights: 11




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(1)
    
    on a show of hands every shareholder to vote present in
person, every duly authorized representative of a corporate
shareholder, and, if not prevented from voting by the Act, every
proxyholder, shall have one vote; and(2)
    
    on a poll every shareholder present in person, every duly
authorized representative of a corporate shareholder, and every
proxyholder, shall have one vote for every share held;  whether or not such representative or proxyholder is a shareholder.  73.
    
    Any person entitled to transfer shares upon the death or bankruptcy of
any shareholder or in any way other than by allotment or transfer may vote
at any general meeting in respect thereof in the same manner as if such
person were the registered holder of such shares so long as the directors
are satisfied at least 48 hours before the time of holding the meeting of
such persons right to transfer such shares.74.
    
    Where there are joint registered holders of any share, any of such
holders may vote such share at any meeting, either personally or by proxy,
as if solely entitled to it. If more than one joint holder is present at
any meeting, personally or by proxy, the one whose name stands first on
the Register in respect of such share shall alone be entitled to vote it.
Several executors or administrators of a deceased shareholder in whose
name any share stands shall for the purpose of this Article be deemed
joint holders thereof.75.
    
    Votes may be cast either personally or by proxy or, in the case of a
corporate shareholder by a representative duly authorized under the Act.76.
    
    A proxy shall be in writing and executed in the manner provided in the
Act. A proxy or other authority of a corporate shareholder does not
require its seal.77.
    
    A shareholder of unsound mind in respect of whom an order has been made
by any court of competent jurisdiction may vote by guardian or other
person in the nature of a guardian appointed by that court, and any such
guardian or other person may vote by proxy.78.
    
    A proxy and the power of attorney or other authority, if any, under which
it is signed or a notarially certified copy of that power or authority
shall be deposited at the Office of the Company or at such other place as
the directors may direct. The directors may, by resolution, fix a time not
exceeding 48 hours excluding Saturdays and holidays preceding any meeting
or adjourned meeting before which time proxies to be used at that meeting
must be deposited with the Company at its Office or with an agent of the
Company. Notice of the requirement for depositing proxies shall be given
in the notice calling the meeting. The chairman of the meeting shall
determine all questions as to validity of proxies and other instruments of
authority.79.
    
    A vote given in accordance with the terms of a proxy shall be valid
notwithstanding the previous death of the principal, the revocation of the
proxy, or the transfer of the share in respect of which the vote is given,
provided no intimation in writing of the death, revocation or transfer is
received at the Office of the Company before the meeting or by the
chairman of the meeting before the vote is given. 12




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80.
    
    Every form of proxy shall comply with the Act and its regulations and
subject thereto may be in the following form:  I,  of  being a shareholder
of  hereby appoint
 of
 (or failing him/her
 of
) as my proxyholder to attend and to
vote for me and on my behalf at the ordinary/special
general meeting of the Company, to be held on the 
day of  ,  and at any adjournment
thereof, or at any meeting of the Company which may be
held prior to [insert specified date or event].[If the proxy is solicited by or behalf of the
management of the Company, insert a statement to that
effect.]Dated this  day of  ,  .  Shareholder  81.
    
    Subject to the Act, no shareholder shall be entitled to be present or to
vote on any question, either personally or by proxy, at any general
meeting or be reckoned in a quorum while any call is due and payable to
the Company in respect of any of the shares of such shareholder.82.
    
    Any resolution passed by the directors, notice of which has been given to
the shareholders in the manner in which notices are hereinafter directed
to be given and which is, within one month after it has been passed,
ratified and confirmed in writing by shareholders entitled on a poll to
three-fifths of the votes, shall be as valid and effectual as a resolution
of a general meeting. This Article shall not apply to a resolution for
winding up the Company or to a resolution dealing with any matter that by
statute or these Articles ought to be dealt with by a special resolution
or other method prescribed by statute.83.
    
    A resolution, including a special resolution, in writing and signed by
every shareholder who would be entitled to vote on the resolution at a
meeting is as valid as if it were passed by such shareholders at a meeting
and satisfies all of the requirements of the Act respecting meetings of
shareholders. Directors  84.
    
    Unless otherwise determined by resolution of shareholders, the number of
directors shall not be less than one or more than ten.85.
    
    Notwithstanding anything herein contained the persons name in the
Amalgamation Agreement pursuant to which the Company was formed shall be
the first directors of the Company. 13




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##### 



86.
    
    The directors may be paid out of the funds of the Company as remuneration
for their service such sums, if any, as the Company may by resolution of
its shareholders determine, and such remuneration shall be divided among
them in such proportions and manner as the directors determine. The
directors may also be paid their reasonable travelling, hotel and other
expenses incurred in attending meetings of directors and otherwise in the
execution of their duties as directors.87.
    
    The continuing directors may act notwithstanding any vacancy in their
body, but if their number falls below the minimum permitted, the directors
shall not, except in emergencies or for the purpose of filling vacancies,
act so long as their number is below the minimum.88.
    
    A director may, in conjunction with the office of director, and on such
terms as to remuneration and otherwise as the directors arrange or
determine, hold any other office or place of profit under the Company or
under any company in which the Company is a shareholder or is otherwise
interested.89.
    
    The office of a director shall ipso factobe vacated, if the director:  (1)
    
    becomes bankrupt or makes an assignment for the benefit of
creditors;(2)
    
    is, or is found by a court of competent jurisdiction to be,
of unsound mind;(3)
    
    by notice in writing to the Company, resigns the office of
director; or(4)
    
    is removed in the manner provided by these Articles.  90.
    
    No director shall be disqualified by holding the office of director from
contracting with the Company, either as vendor, purchaser, or otherwise,
nor shall any such contract, or any contract or arrangement entered into
or proposed to be entered into by or on behalf of the Company in which any
director is in any way interested, either directly or indirectly, be
avoided, nor shall any director so contracting or being so interested be
liable to account to the Company for any profit realized by any such
contract or arrangement by reason only of such director holding that
office or of the fiduciary relations thereby established, provided the
director makes a declaration or gives a general notice in accordance with
the Act. No director shall, as a director, vote in respect of any contract
or arrangement in which the director is so interested, and if the director
does so vote, such vote shall not be counted. This prohibition may at any
time or times be suspended or relaxed to any extent by a resolution of the
shareholders and shall not apply to any contract by or on behalf of the
Company to give to the directors or any of them any security for advances
or by way of indemnity. Election Of Directors  91.
    
    At the dissolution of every ordinary general meeting at which their
successors are elected, all the directors shall retire from office and be
succeeded by the directors elected at such meeting. Retiring directors
shall be eligible for re-election. 14




---



##### 



92.
    
    If at any ordinary general meeting at which an election of directors
ought to take place no such election takes place, or if no ordinary
general meeting is held in any year or period of years, the retiring
directors shall continue in office until their successors are elected.93.
    
    The Company may by resolution of its shareholders elect any number of
directors permitted by these Articles and may determine or alter their
qualification.94.
    
    The Company may, by special resolution or in any other manner permitted
by statute, remove any director before the expiration of such directors
period of office and may, if desired, appoint a replacement to hold office
during such time only as the director so removed would have held office.95.
    
    The directors may appoint any other person as a director so long as the
total number of directors does not at any time exceed the maximum number
permitted. No such appointment, except to fill a casual vacancy, shall be
effective unless two-thirds of the directors concur in it. Any casual
vacancy occurring among the directors may be filled by the directors, but
any person so chosen shall retain office only so long as the vacating
director would have retained it if the vacating director had continued as
director. Managing Director  96.
    
    The directors may appoint one or more of their body to be managing
directors of the Company, either for a fixed term or otherwise, and may
remove or dismiss them from office and appoint replacements.97.
    
    Subject to the provisions of any contract between a managing director and
the Company, a managing director shall be subject to the same provisions
as to resignation and removal as the other directors of the Company. A
managing director who for any reason ceases to hold the office of director
shall ipso facto immediately cease to be a managing director.98.
    
    The remuneration of a managing director shall from time to time be fixed
by the directors and may be by way of any or all of salary, commission and
participation in profits.99.
    
    The directors may from time to time entrust to and confer upon a managing
director such of the powers exercisable under these Articles by the
directors as they think fit, and may confer such powers for such time, and
to be exercised for such objects and purposes and upon such terms and
conditions, and with such restrictions as they think expedient; and they
may confer such powers either collaterally with, or to the exclusion of,
and in substitution for, all or any of the powers of the directors in that
behalf; and may from time to time revoke, withdraw, alter or vary all or
any of such powers. Chairman Of The Board  100.
    
    The directors may elect one of their number to be Chairman and may
determine the period during which the Chairman is to hold office. The
Chairman shall perform such duties and receive such special remuneration
as the directors may provide. 15




---



##### 



President And Vice-presidents  101.
    
    The directors shall elect the President of the Company, who need not be a
director, and may determine the period for which the President is to hold
office. The President shall have general supervision of the business of
the Company and shall perform such duties as may be assigned from time to
time by the directors.102.
    
    The directors may also elect vice-presidents, who need not be directors,
and may determine the periods for which they are to hold office. A
vice-president shall, at the request of the President or the directors and
subject to the directions of the directors, perform the duties of the
President during the absence, illness or incapacity of the President, and
shall also perform such duties as may be assigned by the President or the
directors. Secretary And Treasurer  103.
    
    The directors shall appoint a Secretary of the Company to keep minutes of
shareholders and directors meetings and perform such other duties as may
be assigned by the directors. The directors may also appoint a temporary
substitute for the Secretary who shall, for the purposes of these
Articles, be deemed to be the Secretary.104.
    
    The directors may appoint a treasurer of the Company to carry out such
duties as the directors may assign. Officers  105.
    
    The directors may elect or appoint such other officers of the Company,
having such powers and duties, as they think fit.106.
    
    If the directors so decide the same person may hold more than one of the
offices provided for in these Articles. Proceedings Of Directors  107.
    
    The directors may meet together for the dispatch of business, adjourn and
otherwise regulate their meetings and proceedings, as they think fit, and
may determine the quorum necessary for the transaction of business. Until
otherwise determined, one director shall constitute a quorum and may hold
a meeting.108.
    
    If all directors of the Company entitled to attend a meeting either
generally or specifically consent, a director may participate in a meeting
of directors or of a committee of directors by means of such telephone or
other communications facilities as permit all persons participating in the
meeting to hear each other, and a director participating in such a meeting
by such means is deemed to be present at that meeting for purposes of
these Articles.109.
    
    Meetings of directors may be held either within or without the Province
of Nova Scotia and the directors may from time to time make arrangements
relating to the time and place 16




---



##### 



of holding directors meetings, the notices to be given for such meetings
and what meetings may be held without notice. Unless otherwise provided
by such arrangements:  (1)
    
    A meeting of directors may be held at the close of every
ordinary general meeting of the Company without notice.(2)
    
    Notice of every other directors meeting may be given as
permitted by these Articles to each director at least 48 hours
before the time fixed for the meeting.(3)
    
    A meeting of directors may be held without formal notice if
all the directors are present or if those absent have signified
their assent to such meeting or their consent to the business
transacted at such meeting.  110.
    
    The President or any director may at any time, and the Secretary, upon
the request of the President or any director, shall summon a meeting of
the directors to be held at the Office of the Company. The President, the
Chairman or a majority of the directors may at any time, and the
Secretary, upon the request of the President, the Chairman or a majority
of the directors, shall summon a meeting to be held elsewhere.111.  (1)
    
    Questions arising at any meeting of directors shall be
decided by a majority of votes. The chairman of the meeting may vote
as a director but shall not have a second or casting vote.(2)
    
    At any meeting of directors the chairman shall receive and
count the vote of any director not present in person at such meeting
on any question or matter arising at such meeting whenever such
absent director has indicated by telegram, letter or other writing
lodged with the chairman of such meeting the manner in which the
absent director desires to vote on such question or matter and such
question or matter has been specifically mentioned in the notice
calling the meeting as a question or matter to be discussed or
decided thereat. In respect of any such question or matter so
mentioned in such notice any director may give to any other director
a proxy authorizing such other director to vote for such first named
director at such meeting, and the chairman of such meeting, after
such proxy has been so lodged, shall receive and count any vote
given in pursuance thereof notwithstanding the absence of the
director giving such proxy.  112.
    
    If no Chairman is elected, or if at any meeting of directors the Chairman
is not present within five minutes after the time appointed for holding
the meeting, or declines to take the chair, the President, if a director,
shall preside. If the President is not a director, is not present at such
time or declines to take the chair, a vice-president who is also a
director shall preside. If no person described above is present at such
time and willing to take the chair, the directors present shall choose
some one of their number to be chairman of the meeting.113.
    
    A meeting of the directors at which a quorum is present shall be
competent to exercise all or any of the authorities, powers and
discretions for the time being vested in or exercisable by the directors
generally. 17




---



##### 



114.
    
    The directors may delegate any of their powers to committees consisting
of such number of directors as they think fit. Any committee so formed
shall in the exercise of the powers so delegated conform to any
regulations that may be imposed on them by the directors.115.
    
    The meetings and proceedings of any committee of directors shall be
governed by the provisions contained in these Articles for regulating the
meetings and proceedings of the directors insofar as they are applicable
and are not superseded by any regulations made by the directors.116.
    
    All acts done at any meeting of the directors or of a committee of
directors or by any person acting as a director shall, notwithstanding
that it is afterwards discovered that there was some defect in the
appointment of the director or person so acting, or that they or any of
them were disqualified, be as valid as if every such person had been duly
appointed and was qualified to be a director.117.
    
    A resolution in writing and signed by every director who would be
entitled to vote on the resolution at a meeting is as valid as if it were
passed by such directors at a meeting.118.
    
    If any one or more of the directors is called upon to perform extra
services or to make any special exertions in going or residing abroad or
otherwise for any of the purposes of the Company or the business thereof,
the Company may remunerate the director or directors so doing, either by a
fixed sum or by a percentage of profits or otherwise. Such remuneration
shall be determined by the directors and may be either in addition to or
in substitution for remuneration otherwise authorized by these Articles. Registers  119.
    
    The directors shall cause to be kept at the Companys Office in
accordance with the provisions of the Act a Register of the shareholders
of the Company, a register of the holders of bonds, debentures and other
securities of the Company and a register of its directors. Branch
registers of the shareholders and of the holders of bonds, debentures and
other securities may be kept elsewhere, either within or without the
Province of Nova Scotia, in accordance with the Act. Minutes  120.
    
    The directors shall cause minutes to be entered in books designated for
the purpose:  (1)
    
    of all appointments of officers;(2)
    
    of the names of directors present at each meeting of
directors and of any committees of directors;(3)
    
    of all orders made by the directors and committees of
directors; and(4)
    
    of all resolutions and proceedings of meetings of
shareholders and of directors.  Any such minutes of any meeting of directors or of any committee of
directors or of shareholders, if purporting to be signed by the chairman
of such meeting or by the 18




---



##### 



chairman of the next succeeding meeting, shall be receivable as prima
facie evidence of the matters stated in such minutes. Powers Of Directors  121.
    
    The management of the business of the Company is vested in the directors
who, in addition to the powers and authorities by these Articles or
otherwise expressly conferred upon them, may exercise all such powers and
do all such acts and things as may be exercised or done by the Company and
are not hereby or by statute expressly directed or required to be
exercised or done by the shareholders, but subject nevertheless to the
provisions of any statute, the Memorandum or these Articles. No
modification of the Memorandum or these Articles shall invalidate any
prior act of the directors that would have been valid if such modification
had not been made.122.
    
    Without restricting the generality of the terms of any of these Articles
and without prejudice to the powers conferred thereby, the directors may:  (1)
    
    take such steps as they think fit to carry out any agreement
or contract made by or on behalf of the Company;(2)
    
    pay costs, charges and expenses preliminary and incidental to
the promotion, formation, establishment, and registration of the
Company;(3)
    
    purchase or otherwise acquire for the Company any property,
rights or privileges that the Company is authorized to acquire, at
such price and generally on such terms and conditions as they think
fit;(4)
    
    pay for any property, rights or privileges acquired by, or
services rendered to the Company either wholly or partially in cash
or in shares (fully paid-up or otherwise), bonds, debentures or
other securities of the Company;(5)
    
    subject to the Act, secure the fulfilment of any contracts or
engagements entered into by the Company by mortgaging or charging
all or any of the property of the Company and its unpaid capital for
the time being, or in such other manner as they think fit;(6)
    
    appoint, remove or suspend at their discretion such experts,
managers, secretaries, treasurers, officers, clerks, agents and
servants for permanent, temporary or special services, as they from
time to time think fit, and determine their powers and duties and
fix their salaries or emoluments and require security in such
instances and to such amounts as they think fit;(7)
    
    accept a surrender of shares from any shareholder insofar as
the law permits and on such terms and conditions as may be agreed;(8)
    
    appoint any person or persons to accept and hold in trust for
the Company any property belonging to the Company, or in which it is
interested, execute and do all such deeds and things as may be
required in relation to such trust, and provide for the remuneration
of such trustee or trustees; 19




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##### 



(9)
    
    institute, conduct, defend, compound or abandon any legal
proceedings by and against the Company, its directors or its
officers or otherwise concerning the affairs of the Company, and
also compound and allow time for payment or satisfaction of any
debts due and of any claims or demands by or against the Company;(10)
    
    refer any claims or demands by or against the Company to
arbitration and observe and perform the awards;(11)
    
    make and give receipts, releases and other discharges for
amounts payable to the Company and for claims and demands of the
Company;(12)
    
    determine who may exercise the borrowing powers of the
Company and sign on the Companys behalf bonds, debentures or other
securities, bills, notes, receipts, acceptances, assignments,
transfers, hypothecations, pledges, endorsements, cheques, drafts,
releases, contracts, agreements and all other instruments and
documents;(13)
    
    provide for the management of the affairs of the Company
abroad in such manner as they think fit, and in particular appoint
any person to be the attorney or agent of the Company with such
powers (including power to sub-delegate) and upon such terms as may
be thought fit;(14)
    
    invest and deal with any funds of the Company in such
securities and in such manner as they think fit; and vary or realize
such investments;(15)
    
    subject to the Act, execute in the name and on behalf of the
Company in favour of any director or other person who may incur or
be about to incur any personal liability for the benefit of the
Company such mortgages of the Companys property, present and
future, as they think fit;(16)
    
    give any officer or employee of the Company a commission on
the profits of any particular business or transaction or a share in
the general profits of the Company;(17)
    
    set aside out of the profits of the Company before declaring
any dividend such amounts as they think proper as a reserve fund to
meet contingencies or provide for dividends, depreciation,
repairing, improving and maintaining any of the property of the
Company and such other purposes as the directors may in their
absolute discretion think in the interests of the Company; and
invest such amounts in such investments as they think fit, and deal
with and vary such investments, and dispose of all or any part of
them for the benefit of the Company, and divide the reserve fund
into such special funds as they think fit, with full power to employ
the assets constituting the reserve fund in the business of the
Company without being bound to keep them separate from the other
assets;(18)
    
    make, vary and repeal rules respecting the business of the
Company, its officers and employees, the shareholders of the Company
or any section or class of them; 20




---



##### 



(19)
    
    enter into all such negotiations and contracts, rescind and
vary all such contracts, and execute and do all such acts, deeds and
things in the name and on behalf of the Company as they consider
expedient for or in relation to any of the matters aforesaid or
otherwise for the purposes of the Company;(20)
    
    provide for the management of the affairs of the Company in
such manner as they think fit. Solicitors  123.
    
    The Company may employ or retain solicitors any of whom may, at the
request or on the instruction of the directors, the Chairman, the
President or a managing director, attend meetings of the directors or
shareholders, whether or not the solicitor is a shareholder or a director
of the Company. A solicitor who is also a director may nevertheless charge
for services rendered to the Company as a solicitor. The Seal  124.
    
    The directors shall arrange for the safe custody of the common seal of
the Company (the Seal). The Seal may be affixed to any instrument in the
presence of and contemporaneously with the attesting signature of (i) any
director or officer acting within such persons authority or (ii) any
person under the authority of a resolution of the directors or a committee
thereof. For the purpose of certifying documents or proceedings the Seal
may be affixed by any director or the President, a vice-president, the
Secretary, an assistant secretary or any other officer of the Company
without the authorization of a resolution of the directors.125.
    
    The Company may have facsimiles of the Seal which may be used
interchangeably with the Seal.126.
    
    The Company may have for use at any place outside the Province of Nova
Scotia, as to all matters to which the corporate existence and capacity of
the Company extends, an official seal that is a facsimile of the Seal of
the Company with the addition on its face of the name of the place where
it is to be used; and the Company may by writing under its Seal authorize
any person to affix such official seal at such place to any document to
which the Company is a party. Dividends  127.
    
    The directors may from time to time declare such dividend as they deem
proper upon shares of the Company according to the rights and restrictions
attached to any class or series of shares, and may determine the date upon
which such dividend will be payable and that it will be payable to the
persons registered as the holders of the shares on which it is declared at
the close of business upon a record date. No transfer of such shares
registered after the record date shall pass any right to the dividend so
declared.128.
    
    Dividends may be paid as permitted by law and, without limitation, may be
paid out of the profits, retained earnings or contributed surplus of the
Company. No interest shall be 21




---



##### 



payable on any dividend except insofar as the rights attached to any
class or series of shares provide otherwise.129.
    
    The declaration of the directors as to the amount of the profits,
retained earnings or contributed surplus of the Company shall be
conclusive.130.
    
    The directors may from time to time pay to the shareholders such interim
dividends as in their judgment the position of the Company justifies.131.
    
    Subject to these Articles and the rights and restrictions attached to any
class or series of shares, dividends may be declared and paid to the
shareholders in proportion to the amount of capital paid-up on the shares
(not including any capital paid-up bearing interest) held by them
respectively.132.
    
    The directors may deduct from the dividends payable to any shareholder
amounts due and payable by the shareholder to the Company on account of
calls, instalments or otherwise, and may apply the same in or towards
satisfaction of such amounts so due and payable.133.
    
    The directors may retain any dividends on which the Company has a lien,
and may apply the same in or towards satisfaction of the debts,
liabilities or engagements in respect of which the lien exists.134.
    
    The directors may retain the dividends payable upon shares to which a
person is entitled or entitled to transfer upon the death or bankruptcy of
a shareholder or in any way other than by allotment or transfer, until
such person has become registered as the holder of such shares or has duly
transferred such shares.135.
    
    When the directors declare a dividend on a class or series of shares and
also make a call on such shares payable on or before the date on which the
dividend is payable, the directors may retain all or part of the dividend
and set off the amount retained against the call.136.
    
    The directors may declare that a dividend be paid by the distribution of
cash, paid-up shares (at par or at a premium), debentures, bonds or other
securities of the Company or of any other company or any other specific
assets held or to be acquired by the Company or in any one or more of such
ways.137.
    
    The directors may settle any difficulty that may arise in regard to the
distribution of a dividend as they think expedient, and in particular
without restricting the generality of the foregoing may issue fractional
certificates, may fix the value for distribution of any specific assets,
may determine that cash payments will be made to any shareholders upon the
footing of the value so fixed or that fractions may be disregarded in
order to adjust the rights of all parties, and may vest cash or specific
assets in trustees upon such trusts for the persons entitled to the
dividend as may seem expedient to the directors.138.
    
    Any person registered as a joint holder of any share may give effectual
receipts for all dividends and payments on account of dividends in respect
of such share. 22




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##### 



139.
    
    Unless otherwise determined by the directors, any dividend may be paid by
a cheque or warrant delivered to or sent through the post to the
registered address of the shareholder entitled, or, when there are joint
holders, to the registered address of that one whose name stands first on
the register for the shares jointly held. Every cheque or warrant so
delivered or sent shall be made payable to the order of the person to whom
it is delivered or sent. The mailing or other transmission to a
shareholder at the shareholders registered address (or, in the case of
joint shareholders at the address of the holder whose name stands first on
the register) of a cheque payable to the order of the person to whom it is
addressed for the amount of any dividend payable in cash after the
deduction of any tax which the Company has properly withheld, shall
discharge the Companys liability for the dividend unless the cheque is
not paid on due presentation. If any cheque for a dividend payable in cash
is not received, the Company shall issue to the shareholder a replacement
cheque for the same amount on such terms as to indemnity and evidence of
non-receipt as the directors may impose. No shareholder may recover by
action or other legal process against the Company any dividend represented
by a cheque that has not been duly presented to a banker of the Company
for payment or that otherwise remains unclaimed for 6 years from the date
on which it was payable. Accounts  140.
    
    The directors shall cause proper books of account to be kept of the
amounts received and expended by the Company, the matters in respect of
which such receipts and expenditures take place, all sales and purchases
of goods by the Company, and the assets, credits and liabilities of the
Company.141.
    
    The books of account shall be kept at the head office of the Company or
at such other place or places as the directors may direct.142.
    
    The directors shall from time to time determine whether and to what
extent and at what times and places and under what conditions the accounts
and books of the Company or any of them shall be open to inspection of the
shareholders, and no shareholder shall have any right to inspect any
account or book or document of the Company except as conferred by statute
or authorized by the directors or a resolution of the shareholders.143.
    
    At the ordinary general meeting in every year the directors shall lay
before the Company such financial statements and reports in connection
therewith as may be required by the Act or other applicable statute or
regulation thereunder and shall distribute copies thereof at such times
and to such persons as may be required by statute or regulation. Auditors And Audit  144.
    
    Except in respect of a financial year for which the Company is exempt
from audit requirements in the Act, the Company shall at each ordinary
general meeting appoint an auditor or auditors to hold office until the
next ordinary general meeting. If at any general meeting at which the
appointment of an auditor or auditors is to take place and no such
appointment takes place, or if no ordinary general meeting is held in any
year or period of years, the directors shall appoint an auditor or
auditors to hold office until the next ordinary general meeting. 23




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##### 



145.
    
    The first auditors of the Company may be appointed by the directors at
any time before the first ordinary general meeting and the auditors so
appointed shall hold office until such meeting unless previously removed
by a resolution of the shareholders, in which event the shareholders may
appoint auditors.146.
    
    The directors may fill any casual vacancy in the office of the auditor
but while any such vacancy continues the surviving or continuing auditor
or auditors, if any, may act.147.
    
    The Company may appoint as auditor any person, including a shareholder,
not disqualified by statute.148.
    
    An auditor may be removed or replaced in the circumstances and in the
manner specified in the Act.149.
    
    The remuneration of the auditors shall be fixed by the shareholders, or
by the directors pursuant to authorization given by the shareholders,
except that the remuneration of an auditor appointed to fill a casual
vacancy may be fixed by the directors.150.
    
    The auditors shall conduct such audit as may be required by the Act and
their report, if any, shall be dealt with by the Company as required by
the Act. Notices  151.
    
    A notice (including any communication or document) shall be sufficiently
given, delivered or served by the Company upon a shareholder, director,
officer or auditor by personal delivery at such persons registered
address (or, in the case of a director, officer or auditor, last known
address) or by prepaid mail, telegraph, telex, facsimile machine or other
electronic means of communication addressed to such person at such
address.152.
    
    Shareholders having no registered address shall not be entitled to
receive notice.153.
    
    All notices with respect to registered shares to which persons are
jointly entitled may be sufficiently given to all joint holders thereof by
notice given to whichever of such persons is named first in the Register
for such shares.154.
    
    Any notice sent by mail shall be deemed to be given, delivered or served
on the earlier of actual receipt and the third business day following that
upon which it is mailed, and in proving such service it shall be
sufficient to prove that the notice was properly addressed and mailed with
the postage prepaid thereon. Any notice given by electronic means of
communication shall be deemed to be given when entered into the
appropriate transmitting device for transmission. A certificate in writing
signed on behalf of the Company that the notice was so addressed and
mailed or transmitted shall be conclusive evidence thereof.155.
    
    Every person who by operation of law, transfer or other means whatsoever
becomes entitled to any share shall be bound by every notice in respect of
such share that prior to such persons name and address being entered on
the Register was duly served in the manner hereinbefore provided upon the
person from whom such person derived title to such share. 24




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##### 



156.
    
    Any notice delivered, sent or transmitted to the registered address of
any shareholder pursuant to these Articles, shall, notwithstanding that
such shareholder is then deceased and that the Company has notice thereof,
be deemed to have been served in respect of any registered shares, whether
held by such deceased shareholder solely or jointly with other persons,
until some other person is registered as the holder or joint holder
thereof, and such service shall for all purposes of these Articles be
deemed a sufficient service of such notice on the heirs, executors or
administrators of the deceased shareholder and all joint holders of such
shares.157.
    
    Any notice may bear the name or signature, manual or reproduced, of the
person giving the notice written or printed.158.
    
    When a given number of days notice or notice extending over any other
period is required to be given, the day of service and the day upon which
such notice expires shall not, unless it is otherwise provided, be counted
in such number of days or other period. Indemnity  159.
    
    Every director or officer, former director or officer, or person who acts
or acted at the Companys request, as a director or officer of the
Company, a body corporate, partnership or other association of which the
Company is or was a shareholder, partner, member or creditor, and the
heirs and legal representatives of such person, in the absence of any
dishonesty on the part of such person, shall be indemnified by the Company
against, and it shall be the duty of the directors out of the funds of the
Company to pay, all costs, losses and expenses, including an amount paid
to settle an action or claim or satisfy a judgment, that such director,
officer or person may incur or become liable to pay in respect of any
claim made against such person or civil, criminal or administrative action
or proceeding to which such person is made a party by reason of being or
having been a director or officer of the Company or such body corporate,
partnership or other association, whether the Company is a claimant or
party to such action or proceeding or otherwise; and the amount for which
such indemnity is proved shall immediately attach as a lien on the
property of the Company and have priority as against the shareholders over
all other claims.160.
    
    No director or officer, former director or officer, or person who acts or
acted at the Companys request, as a director or officer of the Company, a
body corporate, partnership or other association of which the Company is
or was a shareholder, partner, member or creditor, in the absence of any
dishonesty on such persons part, shall be liable for the acts, receipts,
neglects or defaults of any other director, officer or such person, or for
joining in any receipt or other act for conformity, or for any loss,
damage or expense happening to the Company through the insufficiency or
deficiency of title to any property acquired for or on behalf of the
Company, or through the insufficiency or deficiency of any security in or
upon which any of the funds of the Company are invested, or for any loss
or damage arising from the bankruptcy, insolvency or tortious acts of any
person with whom any funds, securities or effects are deposited, or for
any loss occasioned by error of judgment or oversight on the part of such
person, or for any other loss, damage or misfortune whatsoever which
happens in the execution of the duties of such person or in relation
thereto. 25




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##### 



Reminders  161.
    
    The directors shall comply with the following provisions of the Act or
the Corporations Registration Act(Nova Scotia) where indicated:  (1)
    
    Keep a current register of shareholders (Section 42).(2)
    
    Keep a current register of directors, officers and managers,
send to the Registrar a copy thereof and notice of all changes
therein (Section 98).(3)
    
    Keep a current register of holders of bonds, debentures and
other securities (Section 111 and Third Schedule).(4)
    
    Call a general meeting every year within the proper time
(Section 83). Meetings must be held not later than 15 months after
the preceding general meeting.(5)
    
    Send to the Registrar copies of all special resolutions
(Section 88).(6)
    
    Send to the Registrar notice of the address of the Companys
Office and of all changes in such address (Section 79).(7)
    
    Keep proper minutes of all shareholders meetings and
directors meetings in the Companys minute book kept at the
Companys Office (Sections 89 and 90).(8)
    
    Obtain a certificate under the Corporations Registration Act
(Nova Scotia) as soon as business is commenced.(9)
    
    Send notice of recognized agent to the Registrar under the Corporations
Registration Act(Nova Scotia). 26




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##### 



Annex 1" Share Conditions The Common Shares and the Class A Preferred Shares are hereinafter collectively
referred to as the Shares. Class A Preferred Shares The Class A Preferred Shares shall have attached thereto the following rights,
privileges, restrictions and conditions:  1.
    
    Consideration for Issue The consideration for the issue of each Class A Share shall be determined
from time to time by the board of directors of the Corporation.  2.
    
    Ranking of Class A Preferred Shares If any cumulative dividends are not paid in full, the Class A Preferred
Shares shall be entitled to payment of such dividends in priority to any
repayment of capital to the Common Shares or any other shares ranking junior to
the Class A Preferred Shares. Thereafter the Class A Preferred Shares and the
Common Shares shall participate rateably on any return of capital.  3.
    
    Dividends3.1
    
    Payment of Dividends The holders of the Class A Preferred Shares shall be entitled to receive
and the Corporation shall pay thereon, as and when declared by the directors of
the Corporation, out of monies of the Corporation properly applicable to the
payment of dividends, cash dividends in U.S. dollars in an amount determined in
accordance with section 3.2 hereof. Dividends shall be payable semi-annually
at such times (any such date, a Dividend Payment Date) as the directors of
the Corporation may from time to time determine. The Class A Preferred Shares
shall be entitled to preference over the Common Shares of the Corporation and
over any other shares ranking junior to the Class A Preferred Shares with
respect to priority in the payment of such dividends. No dividends shall at
any time be declared or paid on or set apart for payment on the Common Shares
or any other shares of the Corporation ranking junior to the Class A Preferred
Shares in any fiscal year unless at the date of such declaration or payment or
setting apart for payment all preferential dividends on the Class A Preferred
Shares for such year shall have been declared and paid or set apart for
payment.  3.2
    
    Dividend Amount  The dividends payable on the Class A Preferred Shares shall be equal to
the greater of:  (a)
    
    twelve percent (12%) per annum of the paid up capital
attributed to the outstanding Class A Preferred Shares determined,
on a cumulative basis, from the later of the date of issuance of
each Class A Share or the last Dividend Payment Date to which
dividends satisfying the twelve percent (12%) per annum




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##### 



entitlement were paid in full, with unpaid dividends compounded
semi-annually on June 30 and December 31 of each year; and(b)
    
    an amount that would result in each Class A shareholder
having received a pro ratashare of dividends paid in respect of all
Shares including for such calculation all previous dividends paid on
each Share.  3.3
    
    Cumulative Dividends If on any Dividend Payment Date the cumulative preferential dividends
herein provided for accrued to such date are not paid in full on all of the
Class A Preferred Shares then outstanding, such dividends, or the unpaid part
thereof, shall be paid on a subsequent date or dates determined by the board of
directors of the Corporation on which the Corporation has sufficient monies
properly applicable to the payment of dividends on the Class A Preferred
Shares.  4.
    
    Voting Rights The holders of the Class A Preferred Shares shall be entitled to receive
notice of, to attend and to vote at any meetings of the shareholders of the
Corporation (other than meetings at which only the holders of the Common
Shares, as a class, are entitled to vote pursuant to the Companies Actas in
force from time to time) and shall be entitled to one vote in each respect of
Class A Share held at all such meetings.  5.
    
    Liquidation, Dissolution or Winding Up In the event of the liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, or in the event of any other
distribution of assets of the Corporation among its shareholders for the
purpose of winding up its affairs, the holders of the Class A Preferred Shares
shall participate rateably with the holders of the Common Shares after first
receiving an amount equal to unpaid cumulative dividends.  6.
    
    Amendment The rights, privileges, restrictions and conditions attached to the Class
A Preferred Shares may be added to, changed or removed but only with the
approval of the holders of the Class A Preferred Shares given as hereinafter
specified.  7.
    
    Approval of Holders The approval of the holders of the Class A Preferred Shares to add to,
change or remove any right, restriction or condition attaching to the Class A
Preferred Shares as a class or in respect of any other matter requiring the
consent of the holders of the Class A Preferred Shares may be given in such
manner as may then be required by law, subject to a minimum requirement that
such approval be given by resolution signed by all the holders of outstanding
Class A Preferred Shares or passed by the affirmative vote of all the holders
of outstanding Class A Preferred Shares cast at a meeting of holders of Class A
Preferred Shares duly called for that purpose. The formalities to be observed
with respect to the giving of notice of any such meeting or any adjourned
meeting and the conduct thereof shall be those from time to time prescribed by - 2 -




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##### 



the Articles of Association of the Corporation with respect to meetings of
shareholders, or if not so prescribed, as required by the Companies Actas in
force at the time of the meeting. Common Shares The Common Shares shall have attached thereto the following rights,
privileges, restrictions and conditions:  1.
    
    Consideration for Issue The consideration for the issue of each Common Share shall be determined
from time to time by the board of directors of the Corporation.  2.
    
    Ranking of Common Shares If any cumulative dividends are not paid in full on the Class A Preferred
Shares the Class A Preferred Shares shall be entitled to payment of such
dividends in priority to any repayment of capital to the Common Shares.
Thereafter the Class A Preferred Shares and Common Shares shall participate
rateably on any return of capital.  3.
    
    Dividends The holders of the Common Shares shall be entitled to receive and the
Corporation shall pay thereon, as and when declared by the directors of the
Corporation, out of monies of the Corporation property applicable to the
payment of dividends, cash dividends in U.S. dollars in an amount determined by
the directors of the Corporation from time to time.  4.
    
    Voting Rights The holders of the Common Shares shall be entitled to receive notice of,
to attend and to vote at any meetings of the shareholders of the Corporation
(other than meetings at which only the holders of Class A Preferred Shares, as
a class, are entitled to vote pursuant to the Companies Actas in force from
time to time) and shall be entitled to one vote in respect of each Common Share
held at all such meetings.  5.
    
    Liquidation, Dissolution or Winding Up In the event of the liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, or in the event of any other
distribution of assets of the Corporation among its shareholders for the
purpose of winding up its affairs, the holders of the Common Shares shall
participate rateably with the holders of the Class A Preferred Shares.  6.
    
    Amendment The rights, privileges, restrictions and conditions attached to the Common
Shares may be added to, changed or removed but only with the approval of the
holders of the Common Shares given as hereinafter specified. - 3 -




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##### 



7.
    
    Approval of Holders The approval of the holders of the Common Shares to add to, change or remove
any right, restriction or condition attaching to the Common Shares as a class
or in respect of any other matter requiring the consent of the holders of the
Common Shares may be given in such manner as may then be required by law,
subject to a minimum requirement that such approval be given by resolution
signed by all the holders of outstanding Common Shares or passed by the
affirmative vote of all the holders of outstanding Common Shares cast at a
meeting of holders of Common Shares duly called for that purpose. The
formalities to be observed with respect to the giving of notice of any such
meeting or any adjourned meeting and the conduct thereof shall be those from
time to time prescribed by the Articles of Association of the Corporation with
respect to meetings of shareholders, or if not so prescribed, as required by
the Companies Actas in force at the time of the meeting. - 4 -




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##### 



Annex 1" Share Conditions The Common Shares and the Class A Preferred Shares are hereinafter collectively
referred to as the Shares. Class A Preferred Shares The Class A Preferred Shares shall have attached thereto the following rights,
privileges, restrictions and conditions:  8.
    
    Consideration for Issue The consideration for the issue of each Class A Share shall be determined
from time to time by the board of directors of the Corporation.  9.
    
    Ranking of Class A Preferred Shares If any cumulative dividends are not paid in full, the Class A Preferred
Shares shall be entitled to payment of such dividends in priority to any
repayment of capital to the Common Shares or any other shares ranking junior to
the Class A Preferred Shares. Thereafter the Class A Preferred Shares and the
Common Shares shall participate rateably on any return of capital.  10.
    
    Dividends10.1
    
    Payment of Dividends The holders of the Class A Preferred Shares shall be entitled to receive
and the Corporation shall pay thereon, as and when declared by the directors of
the Corporation, out of monies of the Corporation properly applicable to the
payment of dividends, cash dividends in U.S. dollars in an amount determined in
accordance with section 3.2 hereof. Dividends shall be payable semi-annually
at such times (any such date, a Dividend Payment Date) as the directors of
the Corporation may from time to time determine. The Class A Preferred Shares
shall be entitled to preference over the Common Shares of the Corporation and
over any other shares ranking junior to the Class A Preferred Shares with
respect to priority in the payment of such dividends. No dividends shall at
any time be declared or paid on or set apart for payment on the Common Shares
or any other shares of the Corporation ranking junior to the Class A Preferred
Shares in any fiscal year unless at the date of such declaration or payment or
setting apart for payment all preferential dividends on the Class A Preferred
Shares for such year shall have been declared and paid or set apart for
payment.  10.2
    
    Dividend Amount  The dividends payable on the Class A Preferred Shares shall be equal to
the greater of:  (a)
    
    twelve percent (12%) per annum of the paid up capital
attributed to the outstanding Class A Preferred Shares determined,
on a cumulative basis, from the later of the date of issuance of
each Class A Share or the last Dividend Payment Date to which
dividends satisfying the twelve percent (12%) per annum - 5 -




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##### 



entitlement were paid in full, with unpaid dividends compounded
semi-annually on June 30 and December 31 of each year; and(b)
    
    an amount that would result in each Class A shareholder
having received a pro ratashare of dividends paid in respect of all
Shares including for such calculation all previous dividends paid on
each Share.  10.3
    
    Cumulative Dividends If on any Dividend Payment Date the cumulative preferential dividends
herein provided for accrued to such date are not paid in full on all of the
Class A Preferred Shares then outstanding, such dividends, or the unpaid part
thereof, shall be paid on a subsequent date or dates determined by the board of
directors of the Corporation on which the Corporation has sufficient monies
properly applicable to the payment of dividends on the Class A Preferred
Shares.  11.
    
    Voting Rights The holders of the Class A Preferred Shares shall be entitled to receive
notice of, to attend and to vote at any meetings of the shareholders of the
Corporation (other than meetings at which only the holders of the Common
Shares, as a class, are entitled to vote pursuant to the Companies Actas in
force from time to time) and shall be entitled to one vote in each respect of
Class A Share held at all such meetings.  12.
    
    Liquidation, Dissolution or Winding Up In the event of the liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, or in the event of any other
distribution of assets of the Corporation among its shareholders for the
purpose of winding up its affairs, the holders of the Class A Preferred Shares
shall participate rateably with the holders of the Common Shares after first
receiving an amount equal to unpaid cumulative dividends.  13.
    
    Amendment The rights, privileges, restrictions and conditions attached to the Class
A Preferred Shares may be added to, changed or removed but only with the
approval of the holders of the Class A Preferred Shares given as hereinafter
specified.  14.
    
    Approval of Holders The approval of the holders of the Class A Preferred Shares to add to,
change or remove any right, restriction or condition attaching to the Class A
Preferred Shares as a class or in respect of any other matter requiring the
consent of the holders of the Class A Preferred Shares may be given in such
manner as may then be required by law, subject to a minimum requirement that
such approval be given by resolution signed by all the holders of outstanding
Class A Preferred Shares or passed by the affirmative vote of all the holders
of outstanding Class A Preferred Shares cast at a meeting of holders of Class A
Preferred Shares duly called for that purpose. The formalities to be observed
with respect to the giving of notice of any such meeting or any adjourned
meeting and the conduct thereof shall be those from time to time prescribed by - 6 -




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##### 



the Articles of Association of the Corporation with respect to meetings of
shareholders, or if not so prescribed, as required by the Companies Actas in
force at the time of the meeting. Common Shares The Common Shares shall have attached thereto the following rights,
privileges, restrictions and conditions:  15.
    
    Consideration for Issue The consideration for the issue of each Common Share shall be determined
from time to time by the board of directors of the Corporation.  16.
    
    Ranking of Common Shares If any cumulative dividends are not paid in full on the Class A Preferred
Shares the Class A Preferred Shares shall be entitled to payment of such
dividends in priority to any repayment of capital to the Common Shares.
Thereafter the Class A Preferred Shares and Common Shares shall participate
rateably on any return of capital.  17.
    
    Dividends The holders of the Common Shares shall be entitled to receive and the
Corporation shall pay thereon, as and when declared by the directors of the
Corporation, out of monies of the Corporation property applicable to the
payment of dividends, cash dividends in U.S. dollars in an amount determined by
the directors of the Corporation from time to time.  18.
    
    Voting Rights The holders of the Common Shares shall be entitled to receive notice of,
to attend and to vote at any meetings of the shareholders of the Corporation
(other than meetings at which only the holders of Class A Preferred Shares, as
a class, are entitled to vote pursuant to the Companies Actas in force from
time to time) and shall be entitled to one vote in respect of each Common Share
held at all such meetings.  19.
    
    Liquidation, Dissolution or Winding Up In the event of the liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, or in the event of any other
distribution of assets of the Corporation among its shareholders for the
purpose of winding up its affairs, the holders of the Common Shares shall
participate rateably with the holders of the Class A Preferred Shares.  20.
    
    Amendment The rights, privileges, restrictions and conditions attached to the Common
Shares may be added to, changed or removed but only with the approval of the
holders of the Common Shares given as hereinafter specified. - 7 -




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##### 



21.
    
    Approval of Holders The approval of the holders of the Common Shares to add to, change or
remove any right, restriction or condition attaching to the Common Shares as a
class or in respect of any other matter requiring the consent of the holders of
the Common Shares may be given in such manner as may then be required by law,
subject to a minimum requirement that such approval be given by resolution
signed by all the holders of outstanding Common Shares or passed by the
affirmative vote of all the holders of outstanding Common Shares cast at a
meeting of holders of Common Shares duly called for that purpose. The
formalities to be observed with respect to the giving of notice of any such
meeting or any adjourned meeting and the conduct thereof shall be those from
time to time prescribed by the Articles of Association of the Corporation with
respect to meetings of shareholders, or if not so prescribed, as required by
the Companies Actas in force at the time of the meeting. - 8 -