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Incorporation number: BC0253743

QUARTZ MOUNTAIN RESOURCES LTD.
  (the Company)

ARTICLES

|ARTICLE
      1 INTERPRETATION                                                | 2 
|----------------------------------------------------------------------------- | --
|ARTICLE
      2 SHARES AND SHARE CERTIFICATES                                 | 2 
|ARTICLE
      3 ISSUE OF SHARES                                               | 4 
|ARTICLE
      4 SHARE REGISTERS                                               | 5 
|ARTICLE
      5 SHARE TRANSFERS                                               | 5 
|ARTICLE
      6 TRANSMISSION OF SHARES                                        | 6 
|ARTICLE
      7 PURCHASE OF SHARES                                            | 7 
|ARTICLE
      8 BORROWING POWERS                                              | 7 
|ARTICLE
      9 ALTERATIONS                                                   | 8 
|ARTICLE
      10 MEETINGS OF SHAREHOLDERS                                     | 9 
|ARTICLE
      11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS                      | 11
|ARTICLE
      12 VOTES OF SHAREHOLDERS                                        | 15
|ARTICLE
      13 DIRECTORS                                                    | 19
|ARTICLE
      14 ELECTION AND REMOVAL OF DIRECTORS                            | 20
|ARTICLE
      15 ALTERNATE DIRECTORS                                          | 23
|ARTICLE
      16 POWERS AND DUTIES OF DIRECTORS                               | 24
|ARTICLE
      17 DISCLOSURE OF INTEREST OF DIRECTORS                          | 25
|ARTICLE
      18 PROCEEDINGS OF DIRECTORS                                     | 26
|ARTICLE
      19 EXECUTIVE AND OTHER COMMITTEES                               | 28
|ARTICLE
      20 OFFICERS                                                     | 30
|ARTICLE
      21 INDEMNIFICATION                                              | 31
|ARTICLE
      22 DIVIDENDS                                                    | 32
|ARTICLE
      23 DOCUMENTS, RECORDS AND REPORTS                               | 34
|ARTICLE
      24 NOTICES                                                      | 34
|ARTICLE
      25 SEAL                                                         | 36
|ARTICLE
      26 SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO PREFERRED SHARES | 36

Authorized by Annual and Special
General Meeting minutes held on January 25, 2006. Notice of Alteration
e-filed with the BC Registrar of Companies office on February 17, 2006 at 3:58
Pacific Time.

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ARTICLE 1

INTERPRETATION

Definitions

1.1                     In
these Articles, unless the context otherwise requires:

(a)          
board of directors, directors and board mean the
directors or sole director of the Company for the time being;

(b)          
Act means the Business Corporations Act (British Columbia) from
time to time in force and all amendments thereto and includes all regulations
and amendments thereto made pursuant to that Act;

(c)          
legal personal representative means the personal or other legal
representative of the shareholder;

(d)          
registered address of a shareholder means the shareholders address as
recorded in the central securities register;

(e)           seal
means the seal of the Company, if any;

(f)           share
means a share in the capital of the Company; and

(g)         
 special majority means the majority of votes described in §11.2
which is required to pass a special resolution.

Act andInterpretation ActDefinitions
Applicable

1.2                     The
definitions in the Act and the definitions and rules of construction in the
Interpretation Act, with the necessary changes, so far as applicable, and
except as the context requires otherwise, apply to these Articles as if they
were an enactment. If there is a conflict between a definition in the Act and a
definition or rule in the Interpretation Act relating to a term used in these
Articles, the definition in the Act will prevail. If there is a conflict between
these Articles and the Act, the Act will prevail.

ARTICLE 2

SHARES AND SHARE CERTIFICATES

Authorized Share Structure

2.1                     The
authorized share structure of the Company consists of shares of the class or
classes and series, if any, described in the Notice of Articles of the Company.

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Form of Share Certificate

2.2           Each
share certificate issued by the Company must comply with, and be signed as
required by, the Act.

Shareholder Entitled to Certificate or Acknowledgment

2.3           Each
shareholder is entitled on request, without charge, to (a) one share certificate
representing the shares of each class or series of shares registered in the
shareholders name or (b) a non-transferable written acknowledgment of the
shareholders right to obtain such a share certificate, provided that in respect
of a share held jointly by several persons, the Company is not bound to issue
more than one share certificate or acknowledgment and delivery of a share
certificate or acknowledgment for a share to one of several joint shareholders
or to one of the shareholders duly authorized agents will be sufficient
delivery to all.

Delivery by Mail

2.4           Any
share certificate or non-transferable written acknowledgment of a shareholders
right to obtain a share certificate may be sent to the shareholder by mail at
the shareholders registered address and neither the Company nor any director,
officer or agent of the Company is liable for any loss to the shareholder
because the share certificate or acknowledgement is lost in the mail or stolen.

Replacement of Worn Out or Defaced Certificate or
Acknowledgement

2.5          
If a share certificate or a non-transferable written acknowledgment of the
shareholders right to obtain a share certificate is worn out or defaced, the
Company must, on production of the share certificate or acknowledgment, as the
case may be, and on such other terms, if any, as are deemed fit:

(a)           cancel
the share certificate or acknowledgment; and

(b)          
issue a replacement share certificate or acknowledgment.

Replacement of Lost, Stolen or Destroyed Certificate or
Acknowledgment

2.6           If
a share certificate or a non-transferable written acknowledgment of a
shareholders right to obtain a share certificate is lost, stolen or destroyed,
the Company must issue a replacement share certificate or acknowledgment, as the
case may be, to the person entitled to that share certificate or acknowledgment,
if it receives:

(a)           proof
satisfactory to it of the loss, theft or destruction; and

(b)          
any indemnity the directors consider adequate.

Splitting Share Certificates

2.7                    
If a shareholder surrenders a share certificate to the Company with a written
request that the Company issue in the shareholders name two or more share
certificates, each representing a specified number of shares and in the
aggregate representing the same number of shares as the share certificate so
surrendered, the Company must cancel the surrendered share certificate and issue
replacement share certificates in accordance with that request.

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Certificate Fee

2.8                    
There must be paid to the Company, in relation to the issue of any share
certificate under §2.5, §2.6 or §2.7, the amount, if any, not exceeding the
amount prescribed under the Act, determined by the directors.

Recognition of Trusts

2.9                    
Except as required by law or statute or these Articles, no person will be
recognized by the Company as holding any share upon any trust, and the Company
is not bound by or compelled in any way to recognize (even when having notice
thereof) any equitable, contingent, future or partial interest in any share or
fraction of a share or (except as by law or statute or these Articles provided
or as ordered by a court of competent jurisdiction) any other rights in respect
of any share except an absolute right to the entirety thereof in the
shareholder.

ARTICLE 3

ISSUE OF SHARES

Directors Authorized

3.1                    
Subject to the Act and the rights of the holders of issued shares of the
Company, the Company may allot, issue, sell 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
consideration (including any premium at which shares with par value may be
issued) that the directors may determine. The issue price for a share with par
value must be equal to or greater than the par value of the share.

Commissions and Discounts

3.2                     The
Company may at any time pay a reasonable commission or allow a reasonable
discount to any person in consideration of that persons purchase or agreement
to purchase shares of the Company from the Company or any other persons
procurement or agreement to procure purchasers for shares of the Company.

Brokerage

3.3                    
The Company may pay such brokerage fee or other consideration as may be lawful
for or in connection with the sale or placement of its securities.

Share Purchase Warrants and Rights

3.4                     Subject
to the Act, the Company may issue share purchase warrants, options and rights
upon such terms and conditions as the directors determine, which share purchase
warrants, options and rights may be issued alone or in conjunction with
debentures, debenture stock, bonds, shares or any other securities issued or
created by the Company from time to time.

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ARTICLE 4

SHARE REGISTERS

Central Securities Register

4.1                     As
required by and subject to the Act, the Company must maintain in British
Columbia a central securities register and may appoint an agent to maintain such
register. The directors may appoint one or more agents, including the agent
appointed to keep the central securities register, as transfer agent for shares
or any class or series of shares and the same or another agent as registrar for
shares or such class or series of shares, as the case may be. The directors may
terminate such appointment of any agent at any time and may appoint another
agent in its place.

ARTICLE 5

SHARE TRANSFERS

Registering Transfers

5.1                    
A transfer of a share must not be registered unless:

(a)           except
as exempted by the Act, a duly signed proper instrument of transfer in respect
of the share has been received by the Company;

(b)           if
a share certificate has been issued by the Company in respect of the share to be
transferred, that share certificate has been surrendered to the Company; and

(c)           if
a non-transferable written acknowledgment of the shareholders right to obtain a
share certificate has been issued by the Company in respect of the share to be
transferred, that acknowledgment has been surrendered to the Company.

Form of Instrument of Transfer

5.2                     The
instrument of transfer in respect of any share must be either in the form, if
any, on the back of the Companys share certificates of that class or series or
in some other form that may be approved by the directors.

Transferor Remains Shareholder

5.3                     Except
to the extent that the Act otherwise provides, the transferor of a share is
deemed to remain the holder of it until the name of the transferee is entered in
a securities register of the Company in respect of the transfer.

Signing of Instrument of Transfer

5.4                    
If a shareholder, or his or her duly 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 specified in any other manner,
or, if no number is specified, all the shares represented by the share
certificates or set out in the written acknowledgments deposited with the
instrument of transfer:

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(a)           in
the name of the person named as transferee in that instrument of transfer; or

(b)           if
no person is named as transferee in that instrument of transfer, in the name of
the person on whose behalf the instrument is deposited for the purpose of having
the transfer registered.

Enquiry as to Title Not Required

5.5                    
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 transferred, of any interest in such shares, of any share
certificate representing such shares or of any written acknowledgment of a right
to obtain a share certificate for such shares.

Transfer Fee

5.6                     There
must be paid to the Company, in relation to the registration of a transfer, the
amount, if any, determined by the directors.

ARTICLE 6

TRANSMISSION OF SHARES

Legal Personal Representative Recognized on Death

6.1                     In
case of the death of a shareholder, the legal personal representative, or if the
shareholder was a joint holder, the surviving joint holder, will be the only
person recognized by the Company as having any title to the shareholders
interest in the shares. Before recognizing a person as a legal personal
representative, the Company shall receive the documentation required by the Act.

Rights of Legal Personal Representative

6.2                     The
legal personal representative of a shareholder has the same rights, privileges
and obligations that attach to the shares held by the shareholder, including the
right to transfer the shares in accordance with these Articles, provided the
documents required by the Act and the directors have been deposited with the
Company.

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ARTICLE 7

PURCHASE OF SHARES

Company Authorized to Purchase Shares

7.1                     Subject
to §7.2, to the special rights and restrictions attached to the shares of any
class or series and to the Act, the Company may, if authorized by the directors,
purchase or otherwise acquire any of its shares at the price and upon the terms
specified in such resolution.

Purchase When Insolvent

7.2                    
The Company must not make a payment or provide any other consideration to
purchase or otherwise acquire any of its shares if there are reasonable grounds
for believing that:

(a)           the
Company is insolvent; or

(b)           making
the payment or providing the consideration would render the Company insolvent.

Sale and Voting of Purchased Shares

7.3                    
If the Company retains a share redeemed, purchased or otherwise acquired by it,
the Company may sell, gift or otherwise dispose of the share, but, while such
share is held by the Company, it:

(a)           is
not entitled to vote the share at a meeting of its shareholders;

(b)          
must not pay a dividend in respect of the share; and

(c)          
must not make any other distribution in respect of the share.

ARTICLE 8

BORROWING POWERS

8.1                    
The Company, if authorized by the directors, may:

(a)           borrow
money in the manner and amount, on the security, from the sources and on the
terms and conditions that they consider appropriate;

(b)          
issue bonds, debentures and other debt obligations either outright or as
security for any liability or obligation of the Company or any other person and
at such discounts or premiums and on such other terms as the directors consider
appropriate;

(c)          
guarantee the repayment of money by any other person or the performance of any
obligation of any other person; and

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(d)          
mortgage, charge, whether by way of specific or floating charge, grant a
security interest in, or give other security on, the whole or any part of the
present and future assets and undertaking of the Company.

ARTICLE 9

ALTERATIONS

Alteration of Authorized Share Structure

9.1                     Subject
to §9.2 and the Act, the Company may by ordinary resolution (or a resolution of
the directors in the case of §9.1(c) or §9.1(f)):

(a)           create
one or more classes or series of shares or, if none of the shares of a class or
series of shares are allotted or issued, eliminate that class or series of
shares;

(b)           increase,
reduce or eliminate the maximum number of shares that the Company is authorized
to issue out of any class or series of shares or establish a maximum number of
shares that the Company is authorized to issue out of any class or series of
shares for which no maximum is established;

(c)           subdivide
or consolidate all or any of its unissued, or fully paid issued, shares; (d) if
the Company is authorized to issue shares of a class of shares with par value:

(i)           decrease
the par value of those shares; or

(ii)          if none
of the shares of that class of shares are allotted or issued, increase the par
value of those shares;

(e)           change
all or any of its unissued, or fully paid issued, shares with par value into
shares without par value or any of its unissued shares without par value into
shares with par value;

(f)          
alter the identifying name of any of its shares; or

(g)          
otherwise alter its shares or authorized share structure when required or
permitted to do so by the Act where it does not specify a special resolution.

Special Rights and Restrictions

9.2                     Subject
to the Act and in particular those provisions relating to the rights of holders
of outstanding shares to vote if their rights are prejudiced or interfered with,
the Company may by ordinaryresolution:

(a)          
create special rights or restrictions for, and attach those special rights or
restrictions to, the shares of any class or series of shares, whether or not any
or all of those shares have been issued; or

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(b)          
vary or delete any special rights or restrictions attached to the shares of any
class or series of shares, whether or not any or all of those shares have been
issued, and alter its Notice of Articles accordingly.

9.3                    
To the extent permitted by and subject to the Act, if the special rights and
restrictions attached to a class or series of shares permit the directors to do
so, the directors may:

(a)          
attach special rights or restrictions to the shares of any series of shares; or

(b)          
alter any special rights or restrictions attached to the shares of any class or
series of shares.

Change of Name

9.4                     The
Company may by resolution of the directors authorize an alteration of its Notice
of Articles in order to change its name or adopt or change any translation of
that name.

Other Alterations

9.5                    
If the Act does not specify the type of resolution and these Articles do not
specify another type of resolution, the Company may by ordinary resolution alter
these Articles.

ARTICLE 10

MEETINGS OF SHAREHOLDERS

Annual General Meetings

10.1                  
Unless an annual general meeting is deferred or waived in accordance with the
Act, the Company must hold an annual general meeting at least once in each
calendar year and not more than 15 months after its last annual reference date.

Resolution Instead of Annual General Meeting

10.2                  
If all the shareholders who are entitled to vote at an annual general meeting
consent in writing by a unanimous resolution under the Act to 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
§10.2, select as the Companys annual reference date a date that would be
appropriate for the holding of the applicable annual general meeting.

Calling of Meetings of Shareholders

10.3                   The
directors may, whenever they think fit, call a meeting of shareholders.

Notice for Meetings of Shareholders

10.4                   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:

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(a)           if
the Company is a public company, 21 days;

(b)           otherwise,
10 days.

Record Date for Notice

10.5                   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 Act, by more than four months. The record date must not precede the date on
which the meeting is held by fewer than:

(a)           if
the Company is a public company, 21 days;

(b)           otherwise,
10 days.

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.

Record Date for Voting

10.6                   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 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.

Failure to Give Notice and Waiver of Notice

10.7                   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 of a meeting of
shareholders may, in writing or otherwise, waive or reduce the period of notice
of such meeting.

Notice of Special Business at Meetings of Shareholders

10.8                  
If a meeting of shareholders is to consider special business within the meaning
of §11.1, the notice of meeting must:

(a)          
state the general nature of the special business; and

(b)           if
the special business includes considering, approving, ratifying, adopting or
authorizing any document or the signing of or giving of effect to any document,
have attached to it a copy of the document or state that a copy of the document
will be available for inspection by shareholders:

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(i)           at
the Companys records office, or at such other reasonably accessible location in
British Columbia as is specified in the notice; and

(ii)          during
statutory business hours on any one or more specified days before the day set
for the holding of the meeting.

Place of Meetings

10.9                  
In addition to any location in British Columbia, any general meeting may be held
in any location outside British Columbia approved by a resolution of the
directors.

ARTICLE 11

PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

Special Business

11.1                   At
a meeting of shareholders, the following business is special business:

(a)           at
a meeting of shareholders that is not an annual general meeting, all business is
special business except business relating to the conduct of or voting at the
meeting;

(b)           at
an annual general meeting, all business is special business except for the
following:

(i)          
business relating to the conduct of or voting at the meeting;

(ii)          consideration
of any financial statements of the Company presented to the meeting;

(iii)         consideration
of any reports of the directors or auditor;

(iv)          the
setting or changing of the number of directors;

(v)          
the election or appointment of directors;

(vi)          the
appointment of an auditor;

(vii)         the
setting of the remuneration of an auditor;

(viii)        business
arising out of a report of the directors not requiring the passing of a special
resolution or an exceptional resolution;

(ix)          any
other business which, under these Articles or the Act, may be transacted at a
meeting of shareholders without prior notice of the business being given to the
shareholders.

Special Majority

11.2                  
The majority of votes required to pass a special resolution at a meeting of
shareholders is two-thirds of the votes cast on the resolution.

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Quorum

11.3                  
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 two persons who are, or who represent by proxy,
shareholders who, in the aggregate, hold at least 10% of the issued shares
entitled to be voted at the meeting.

One Shareholder May Constitute Quorum

11.4                   If
there is only one shareholder entitled to vote at a meeting of shareholders:

(a)             the quorum is one person who is, or who represents by proxy, that shareholder,
  and

(b)            that shareholder, present in person or by proxy, may constitute the
  meeting.

Other Persons May Attend

11.5                   The
directors, the president (if any), the secretary (if any), the assistant
secretary (if any), any lawyer for the Company, the auditor of the Company and
every other person invited by the directors are entitled to attend any meeting
of shareholders, but if any of those persons does 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.

Requirement of Quorum

11.6                  
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 is present at the commencement
of the meeting, but such quorum need not be present throughout the meeting.

Lack of Quorum

11.7                  
If, within one-half hour from the time set for the holding of a meeting of
shareholders, a quorum is not present:

(a)           in
the case of a general meeting requisitioned by shareholders, the meeting is
dissolved, and

(b)           in
the case of any other meeting of shareholders, the meeting stands adjourned to
the same day in the next week at the same time and place.

Lack of Quorum at Succeeding Meeting

11.8                  
If, at the meeting to which the meeting referred to in §11.7(b) was adjourned, a
quorum is not present within one-half hour from the time set for the holding of
the meeting, the person or persons present and being, or representing by proxy,
one or more shareholders entitled to attend and vote at the meeting constitute a
quorum.

Chair

11.9                   The
following individual is entitled to preside as chair at a meeting of
shareholders:

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(a)           the
chair of the board, if any; or

(b)           if
the chair of the board is absent or unwilling to act as chair of the meeting,
the president, if any.

Selection of Alternate Chair

11.10                  If,
at any meeting of shareholders, there is no chair of the board or president
present within 15 minutes after the time set for holding the meeting, or if the
chair of the board and the president are unwilling to act as chair of the
meeting, or 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, the directors present may choose either one of their
number or the solicitor of the Company to be chair of the meeting. If all of the
directors present decline to take the chair or fail to so choose or if no
director is present or the solicitor of the Company declines to take the chair,
the shareholders entitled to vote at the meeting who are present in person or by
proxy may choose any person present at the meeting to chair the meeting.

Adjournments

11.11                   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.

Notice of Adjourned Meeting

11.12                   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.

Decisions by Show of Hands or Poll

11.13                   Subject
to the Act, every motion put to a vote at a meeting of shareholders will be
decided on a show of hands unless a poll, before or on the declaration of the
result of the vote by show of hands, is directed by the chair or demanded by at
least one shareholder entitled to vote who is present in person or by proxy.

Declaration of Result

11.14                   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. A declaration of the chair that a resolution is carried by the
necessary majority or is defeated is, unless a poll is directed by the chair or
demanded under §11.13, conclusive evidence without proof of the number or
proportion of the votes recorded in favour of or against the resolution.

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Motion Need Not be Seconded

11.15                   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.

Casting Vote

11.16                  
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 second or casting vote in
addition to the vote or votes to which the chair may be entitled as a
shareholder.

Manner of Taking Poll

11.17                   Subject
to §11.18, if a poll is duly demanded at a meeting of shareholders:

(a)          
the poll must be taken:

(i)           at
the meeting, or within seven days after the date of the meeting, as the chair of
the meeting directs; and

(ii)          in the
manner, at the time and at the place that the chair of the meeting directs;

(b)          
the result of the poll is deemed to be the decision of the meeting at which the
poll is demanded; and

(c)           the
demand for the poll may be withdrawn by the person who demanded it.

Demand for Poll on Adjournment

11.18                   A
poll demanded at a meeting of shareholders on a question of adjournment must be
taken immediately at the meeting.

Chair Must Resolve Dispute

11.19                  
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 dispute, and his or her
determination made in good faith is final and conclusive.

Casting of Votes

11.20                   On
a poll, a shareholder entitled to more than one vote need not cast all the votes
in the same way.

Demand for Poll

11.21                  
No poll may be demanded in respect of the vote by which a chair of a meeting of
shareholders is elected.

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Demand for Poll Not to Prevent Continuance of Meeting

11.22                  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.

Retention of Ballots and Proxies

11.23                 
The Company must, for at least three months after a meeting of shareholders,
keep each ballot cast on a poll and each proxy voted at the meeting, and, during
that period, make them available for inspection during normal business hours by
any shareholder or proxyholder entitled to vote at the meeting. At the end of
such three month period, the Company may destroy such ballots and proxies.

ARTICLE 12

VOTES OF SHAREHOLDERS

Number of Votes by Shareholder or by Shares

12.1                   Subject
to any special rights or restrictions attached to any shares and to the
restrictions imposed on joint shareholders under §12.3:

(a)           on
a vote by show of hands, every person present who is a shareholder or proxy
holder and entitled to vote on the matter has one vote; and

(b)           on
a poll, every shareholder entitled to vote on the matter has one vote in respect
of each share entitled to be voted on the matter and held by that shareholder
and may exercise that vote either in person or by proxy.

Votes of Persons in Representative Capacity

12.2                   A
person who is not a shareholder may vote 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, if, before doing so, the person satisfies the chair of the meeting, or
the directors, that the person is a legal personal representative or a trustee
in bankruptcy for a shareholder who is entitled to vote at the meeting.

Votes by Joint Holders

12.3                  
If there are joint shareholders registered in respect of any share:

(a)           any
one of the joint shareholders may vote at any meeting, either personally or by
proxy, in respect of the share as if that joint shareholder were solely entitled
to it; or

(b)           if
more than one of the joint shareholders is present at any meeting, personally or
by proxy, and more than one of them votes in respect of that share, then only
the vote of the joint shareholder present whose name stands first on the central
securities register in respect of the share will be counted.

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Legal Personal Representatives as Joint Shareholders

12.4                   Two
or more legal personal representatives of a shareholder in whose sole name any
share is registered are, for the purposes of §12.3, deemed to be joint
shareholders.

Representative of a Corporate Shareholder

12.5                  
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)           for
that purpose, the instrument appointing a representative must:

(i)           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 for the receipt of
proxies, or if no number of days is specified, two business days before the day
set for the holding of the meeting; or

(ii)          be
provided, at the meeting, to the chair of the meeting or to a person designated
by the chair of the meeting;

(b)           if
a representative is appointed under this §12.5:

(i)           the
representative is entitled to exercise in respect of and at that meeting the
same rights on behalf of the corporation that the representative represents as
that corporation could exercise if it were a shareholder who is an individual,
including, without limitation, the right to appoint a proxy holder; and

(ii)          the
representative, if present at the meeting, is to be counted for the purpose of
forming a quorum and is deemed to be a shareholder present in person at the
meeting.

Evidence of the appointment of any such representative may be
sent to the Company by written instrument, fax or any other method of
transmitting legibly recorded messages.

Proxy Provisions Do Not Apply to All Companies

12.6                  
If and for so long as the Company is a public company or a pre-existing
reporting company which has the Statutory Reporting Company Provisions as part
of its Articles or to which the Statutory Reporting Company Provisions apply,
then §12.7 to §12.15 are not mandatory, however the directors of the Company are
authorized to apply all or part of such sections or to adopt alternative
procedures for proxy form, deposit and revocation procedures to the extent that
the directors deem necessary in order to comply with securities laws applicable
to the Company.

Appointment of Proxy Holders

12.7                   Every
shareholder of the Company entitled to vote at a meeting of shareholders of the
Company may, by proxy, appoint one or more (but not more than two) proxy holders
to attend and act at the meeting in the manner, to the extent and with the
powers conferred by the proxy.

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Alternate Proxy Holders

12.8                   A
shareholder may appoint one or more alternate proxy holders to act in the place
of an absent proxy holder.

When Proxy Holder Need Not Be Shareholder

12.9                   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 §12.5;

(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.

Deposit of Proxy

12.10                  A
proxy for a meeting of shareholders must:

(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, two 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 or to a person designated by the chair of the meeting.

A proxy may be sent to the Company by written instrument, fax
or any other method of transmitting legibly recorded messages, including through
Internet voting or by email if permitted by the notice calling the meeting or
the information circular for the meeting.

Validity of Proxy Vote

12.11                 
A vote given in accordance with the terms of a proxy is valid notwithstanding
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.

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Form of Proxy

12.12                 
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 Company)

The undersigned, being a shareholder of
the Company, hereby appoints [name] or, failing that person, [name], as proxy
holder for the undersigned to attend, act and vote for and on behalf of the
undersigned at the meeting of shareholders of the Company to be held on [month,
day, year] and at any adjournment of that meeting.

Number of shares in respect of which
this proxy is given (if no number is specified, then this proxy if given in
respect of all shares registered in the name of the shareholder):
_____________________

Signed [month, day, year]

_________________________________[Signature of shareholder]

_________________________________[Name of shareholderprinted]

Revocation of Proxy

12.13                  Subject
to §12.14, 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.

Revocation of Proxy Must Be Signed

12.14                  An
instrument referred to in §12.13 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 legal personal
representative or trustee in bankruptcy;

(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 §12.5.

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Production of Evidence of Authority to Vote

12.15                 
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.

ARTICLE 13

DIRECTORS

First Directors; Number of Directors

13.1                  
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 Act. The number of directors, excluding additional directors appointed under
§14.8, is set at:

(a)           subject
to §(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 most recently set
of:

(i)           the
number of directors set by a resolution of the directors (whether or not
previous notice of the resolution was given); and

(ii)          the
number of directors in office pursuant to §14.4;

(c)           if
the Company is not a public company, the most recently set of:

(i)           the
number of directors set by a resolution of the directors (whether or not
previous notice of the resolution was given); and

(ii)           the
number of directors in office pursuant to §14.4.

Change in Number of Directors

13.2                   If
the number of directors is set under §13.1(b)(i) or §13.1(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; or

(b)           if
the shareholders do not elect or appoint the directors needed to fill any
vacancies in the board of directors up to that number then the directors may
appoint directors to fill those vacancies.

Directors Acts Valid Despite Vacancy

13.3                    
An act or proceeding of the directors is not invalid merely because fewer than
the number of directors set or otherwise required under these Articles is in
office.

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Qualifications of Directors

13.4                   A
director is not required to hold a share as qualification for his or her office
but must be qualified as required by the Act to become, act or continue to act
as a director.

Remuneration of Directors

13.5                  
The directors are entitled to the remuneration for acting as directors, if any,
as the directors may from time to time determine. If the directors so decide,
the remuneration of the directors, if any, will be determined by the
shareholders.

Reimbursement of Expenses of Directors

13.6                  
The Company must reimburse each director for the reasonable expenses that he or
she may incur in and about the business of the Company.

Special Remuneration for Directors

13.7                  
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,
he or she may be paid remuneration fixed by the directors, or at the option of
the directors, fixed by ordinary resolution, and such remuneration will be in
addition to any other remuneration that he or she may be entitled to
receive.

Gratuity, Pension or Allowance on Retirement of Director

13.8                   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.

ARTICLE 14

ELECTION AND REMOVAL OF DIRECTORS

Election at Annual General Meeting

14.1                   At
every annual general meeting and in every unanimous resolution contemplated by
§10.2:

(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

all the directors cease to hold office immediately before the
  election or appointment of directors under §(a), but are eligible for re-election
  or re-appointment.

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Consent to be a Director

14.2                 No
election, appointment or designation of an individual as a director is valid
unless:

(a)           that
individual consents to be a director in the manner provided for in the Act;

(b)          
that individual is elected or appointed at a meeting at which the individual is
present and the individual does not refuse, at the meeting, to be a director; or

(c)           with
respect to first directors, the designation is otherwise valid under the Act.

Failure to Elect or Appoint Directors

14.3                
If:

(a)           the
Company fails to hold an annual general meeting, and all the shareholders who
are entitled to vote at an annual general meeting fail to pass the unanimous
resolution contemplated by §10.2, on or before the date by which the annual
general meeting is required to be held under the Act; or

(b)           the
shareholders fail, at the annual general meeting or in the unanimous resolution
contemplated by §10.2, to elect or appoint any directors;

then each director then in office continues to hold office
until the earlier of:

(c)          
the date on which his or her successor is elected or appointed; and

(d)          
the date on which he or she otherwise ceases to hold office under the Act or
these Articles.

Places of Retiring Directors Not Filled

14.4                  
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 complete the number of directors for the time being set
pursuant to these Articles but their term of office shall expire when 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 for the time being 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.

Directors May Fill Casual Vacancies

14.5                   Any
casual vacancy occurring in the board of directors may be filled by the
directors.

Remaining Directors Power to Act

14.6                   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 of summoning a meeting of shareholders for the purpose of filling
any vacancies on the board of directors or, subject to the Act, for any other
purpose.

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- 22 -

Shareholders May Fill Vacancies

14.7                  
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.

Additional Directors

14.8                   Notwithstanding
§13.1 and §13.2, between annual general meetings or unanimous resolutions
contemplated by §10.2, the directors may appoint one or more additional
directors, but the number of additional directors appointed under this §14.8
must not at any time exceed:

(a)          
one-third of the number of first directors, if, at the time of the appointments,
one or more of the first directors have not yet completed their first term of
office; or

(b)           in
any other case, one-third of the number of the current directors who were
elected or appointed as directors other than under this §14.8.

Any director so appointed ceases to hold office immediately
before the next election or appointment of directors under §14.1(a), but is
eligible for re-election or re-appointment.

Ceasing to be a Director

14.9                   A
director ceases to be a director when:

(a)           the
term of office of the director expires;

(b)           the
director dies;

(c)           the
director resigns as a director by notice in writing provided to the Company or a
lawyer for the Company; or

(d)          
the director is removed from office pursuant to §14.10 or §14.11.

Removal of Director by Shareholders

14.10                  The
Company may remove any director before the expiration of his or her term of
office by special resolution. In that event, the shareholders may elect, or
appoint by ordinary resolution, a director to fill the resulting vacancy. If the
shareholders do not elect or appoint a director to fill the resulting vacancy
contemporaneously with the removal, then the directors may appoint or the
shareholders may elect, or appoint by ordinary resolution, a director to fill
that vacancy.

Removal of Director by Directors

14.11                  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.

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ARTICLE 15

ALTERNATE DIRECTORS

Appointment of Alternate Director

15.1                  
Any director (an appointor) may by notice in writing received by the Company
appoint any person (an appointee) who is qualified to act as a director to be
his or her alternate to act in his or her place at meetings of the directors or
committees of the directors at which the appointor is not present unless (in the
case of an appointee who is not a director) the directors have reasonably
disapproved the appointment of such person as an alternate director and have
given notice to that effect to his or her appointor within a reasonable time
after the notice of appointment is received by the Company.

Notice of Meetings

15.2                   Every
alternate director so appointed is entitled to notice of meetings of the
directors and of committees of the directors of which his or her appointor is a
member and to attend and vote as a director at any such meetings at which his or
her appointor is not present.

Alternate for More than One Director Attending Meetings

15.3                  
A person may be appointed as an alternate director by more than one director,
and an alternate director:

(a)           will
be counted in determining the quorum for a meeting of directors once for each of
his or her appointors and, in the case of an appointee who is also a director,
once more in that capacity;

(b)          
has a separate vote at a meeting of directors for each of his or her appointors
and, in the case of an appointee who is also a director, an additional vote in
that capacity;

(c)           will
be counted in determining the quorum for a meeting of a committee of directors
once for each of his or her appointors who is a member of that committee and, in
the case of an appointee who is also a member of that committee as a directors,
once more in that capacity; and

(d)           has
a separate vote at a meeting of a committee of directors for each of his or her
appointors who is a member of that committee and, in the case of an appointee
who is also a member of that committee as a director, an additional vote in that
capacity.

Consent Resolutions

15.4                   Every
alternate director, if authorized by the notice appointing him or her, may sign
in place of his or her appointor any resolutions to be consented to in
writing.

Alternate Director an Agent

15.5                   Every
alternate director is deemed to be the agent of his or her appointor.

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Revocation or Amendment of Appointment of Alternate Director

15.6                  
An appointor may at any time, by notice in writing received by the Company,
revoke or amend the terms of the appointment of an alternate director appointed
by him or her.

Ceasing to be an Alternate Director

15.7                   The
appointment of an alternate director ceases when:

(a)          
his or her appointor ceases to be a director and is not promptly re-elected or
reappointed;

(b)          
the alternate director dies;

(c)          
the alternate director resigns as an alternate director by notice in writing
provided to the Company or a lawyer for the Company;

(d)          
the alternate director ceases to be qualified to act as a director; or

(e)           the
term of his appointment expires, or his or her appointor revokes the appointment
of the alternate directors.

Remuneration and Expenses of Alternate Director

15.8                   The
Company may reimburse an alternate director for the reasonable expenses that
would be properly reimbursed if he or she were a director, and the alternate
director is entitled to receive from the Company such proportion, if any, of the
remuneration otherwise payable to the appointor as the appointor may from time
to time direct.

ARTICLE 16

POWERS AND DUTIES OF DIRECTORS

Powers of Management

16.1                   The
directors must, subject to the Act and these Articles, manage or supervise the
management of the business and affairs of the Company and have the authority to
exercise all such powers of the Company as are not, by the Act or by these
Articles, required to be exercised by the shareholders of the Company.
Notwithstanding the generality of the foregoing, the directors may set the
remuneration of the auditor of the Company.

Appointment of Attorney of Company

16.2                   The
directors may from time to time, by power of attorney or other instrument, under
seal if so required by law, appoint any person to be the attorney of the Company
for such purposes, and with such powers, authorities and discretions (not
exceeding those vested in or exercisable by the directors under these Articles
and excepting the power to fill vacancies in the board of directors, to remove a
director, to change the membership of, or fill vacancies in, any committee of
the directors, to appoint or remove officers appointed by the directors and to
declare dividends) and for such period, and with such remuneration and subject
to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the
protection or convenience of persons dealing with such attorney as the directors
think fit. Any such attorney may be authorized by the directors to sub-delegate
all or any of the powers, authorities and discretions for the time being vested
in him or her.

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ARTICLE 17

DISCLOSURE OF INTEREST OF DIRECTORS

Obligation to Account for Profits

17.1                   A
director or senior officer who holds a disclosable interest (as that term is
used in the Act) in a contract or transaction into which the Company has entered
or proposes to enter is liable to account to the Company for any profit that
accrues to the director or senior officer under or as a result of the contract
or transaction only if and to the extent provided in the Act.

Restrictions on Voting by Reason of Interest

17.2                  
A director who holds a disclosable interest in a contract or transaction into
which the Company has entered or proposes to enter is not entitled to vote on
any directors resolution to approve that contract or transaction, unless all
the directors have a disclosable interest in that contract or transaction, in
which case any or all of those directors may vote on such resolution.

Interested Director Counted in Quorum

17.3                  
A director who holds a disclosable interest in a contract or transaction into
which the Company has entered or proposes to enter and who is present at the
meeting of directors at which the contract or transaction is considered for
approval may be counted in the quorum at the meeting whether or not the director
votes on any or all of the resolutions considered at the meeting.

Disclosure of Conflict of Interest or Property

17.4                   A
director or senior officer who holds any office or possesses any property, right
or interest that could result, directly or indirectly, in the creation of a duty
or interest that materially conflicts with that individuals duty or interest as
a director or senior officer, must disclose the nature and extent of the
conflict as required by the Act.

Director Holding Other Office in the Company

17.5                  
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.

No Disqualification

17.6                   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, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way
interested is liable to be voided for that reason.

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Professional Services by Director or Officer

17.7                   Subject
to the Act, a director or officer, or any person in which a director or officer
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 person is entitled
to remuneration for professional services as if that director or officer were
not a director or officer.

Director or Officer in Other Corporations

17.8                  
A director or officer may be or become a director, officer or employee of, or
otherwise interested in, any person in which the Company may be interested as a
shareholder or otherwise, and, subject to the 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 person.

ARTICLE 18

PROCEEDINGS OF DIRECTORS

Meetings of Directors

18.1                   The
directors may meet together for the conduct of business, adjourn and otherwise
regulate their meetings as they think fit, and meetings of the directors held at
regular intervals may be held at the place, at the time and on the notice, if
any, as the directors may from time to time determine.

Voting at Meetings

18.2                   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 has a second
or casting vote.

Chair of Meetings

18.3                  
The following individual is entitled to preside as chair at a meeting of
directors:

(a)           the
chair of the board, if any;

(b)           in
the absence of the chair of the board, the president, if any, if the president
is a director; or

(c)           any
other director chosen by the directors if:

(i)          
neither the chair of the board nor the president, if a director, is present at
the meeting within 15 minutes after the time set for holding the meeting;

(ii)          neither
the chair of the board nor the president, if a director, is willing to chair the
meeting; or

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(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.

Meetings by Telephone or Other Communications Medium

18.4                  
A director may participate in a meeting of the directors or of any committee of
the directors in person or by telephone if all directors participating in the
meeting, whether in person or by telephone , 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 §18.4 is
deemed for all purposes of the Act and these Articles to be present at the
meeting and to have agreed to participate in that manner.

Calling of Meetings

18.5                   A
director may, and the secretary or an assistant secretary of the Company, if
any, on the request of a director must, call a meeting of the directors at any
time.

Notice of Meetings

18.6                   Other
than for meetings held at regular intervals as determined by the directors
pursuant to §18.1, 48 hours notice of each meeting of the directors, specifying
the place, day and time of that meeting must be given to each of the directors
by any method set out in §24.1 or orally or by telephone.

When Notice Not Required

18.7                   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 waived notice of the meeting.

Meeting Valid Despite Failure to Give Notice

18.8                   The
accidental omission to give notice of any meeting of directors to, or the
non-receipt of any notice by, any director, does not invalidate any proceedings
at that meeting.

Waiver of Notice of Meetings

18.9                   Any
director may send to the Company a document signed by him or her waiving notice
of any past, present or future meeting or meetings of the directors and may at
any time withdraw that waiver with respect to meetings held after that
withdrawal. After sending a waiver with respect to all future meetings and until
that waiver is withdrawn, no notice of any meeting of the directors need be
given to that director and all meetings of the directors so held are deemed not
to be improperly called or constituted by reason of notice not having been given
to such director.

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Quorum

18.10                  The
quorum necessary for the transaction of the business of the directors may be set
by the directors and, if not so set, is deemed to be a majority of the directors
or, if the number of directors is set at one, is deemed to be set at one
director, and that director may constitute a meeting.

Validity of Acts Where Appointment Defective

18.11                 
Subject to the Act, an act of a director or officer is not invalid merely
because of an irregularity in the election or appointment or a defect in the
qualification of that director or officer.

Consent Resolutions in Writing

18.12                  A
resolution of the directors or of any committee of the directors may be passed
without a meeting:

(a)           in
all cases, if each of the directors entitled to vote on the resolution consents
to it in writing; or

(b)           in
the case of a resolution to approve a contract or transaction in respect of
which a director has disclosed that he or she has or may have a disclosable
interest, if each of the other directors who are entitled to vote on the
resolution consents to it in writing.

18.13                  A
consent in writing under this Article may be by signed document, fax, email or
any other method of transmitting legibly recorded messages. A consent in writing
may be in two or more counterparts which together are deemed to constitute one
consent in writing. A resolution of the directors or of any committee of the
directors passed in accordance with this §18.12 is effective on the date stated
in the consent in writing or on the latest date stated on any counterpart and is
deemed to be a proceeding at a meeting of directors or of the committee of the
directors and to be as valid and effective as if it had been passed at a meeting
of the directors or of the committee of the directors that satisfies all the
requirements of the Act and all the requirements of these Articles relating to
meetings of the directors or of a committee of the directors.

ARTICLE 19

EXECUTIVE AND OTHER COMMITTEES

Appointment and Powers of Executive Committee

19.1                  
The directors may, by resolution, appoint an executive committee consisting of
the director or directors that they consider appropriate, and this committee
has, during the intervals between meetings of the board of directors, all of the
directors powers, except:

(a)           the
power to fill vacancies in the board of directors;

(b)          
the power to remove a director;

(c)          
the power to change the membership of, or fill vacancies in, any committee of
the directors; and

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(d)          
such other powers, if any, as may be set out in the resolution or any subsequent
directors resolution.

Appointment and Powers of Other Committees

19.2                  
The directors may, by resolution:

(a)           appoint
one or more committees (other than the executive committee) consisting of the
director or directors that they consider appropriate;

(b)          
delegate to a committee appointed under §(a) any of the directors powers,
except:

(i)          
the power to fill vacancies in the board of directors;

(ii)          the
power to remove a director;

(iii)         the
power to change the membership of, or fill vacancies in, any committee of the
directors; and

(iv)          the
power to appoint or remove officers appointed by the directors; and

(c)           make
any delegation referred to in §(b) subject to the conditions set out in the
resolution or any subsequent directors resolution.

Obligations of Committees

19.3                   Any
committee appointed under §19.1 or §19.2, in the exercise of the powers
delegated to it, must:

(a)          
conform to any rules that may from time to time be imposed on it by the
directors; and

(b)           report
every act or thing done in exercise of those powers at such times as the
directors may require.

Powers of Board

19.4                   The
directors may, at any time, with respect to a committee appointed under §19.1 or
§19.2:

(a)          
revoke or alter the authority given to the committee, or override a decision
made by the committee, except as to acts done before such revocation, alteration
or overriding;

(b)          
terminate the appointment of, or change the membership of, the committee; and

(c)           fill
vacancies in the committee.

Committee Meetings

19.5                  
Subject to §19.3(a) and unless the directors otherwise provide in the resolution
appointing the committee or in any subsequent resolution, with respect to a
committee appointed under §19.1 or §19.2:

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(a)           the
committee may meet and adjourn as it thinks proper;

(b)          
the committee may elect a chair of its meetings but, if no chair of a meeting is
elected, or if at a meeting the chair of the meeting is not present within 15
minutes after the time set for 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 the committee constitutes a quorum of the committee;
and

(d)           questions
arising at any meeting of the 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 does not have a second or casting vote.

ARTICLE 20

OFFICERS

Directors May Appoint Officers

20.1                   The
directors may, from time to time, appoint such officers, if any, as the
directors determine and the directors may, at any time, terminate any such
appointment.

Functions, Duties and Powers of Officers

20.2                   The
directors may, for each officer:

(a)           determine
the functions and duties of the officer;

(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)           revoke,
withdraw, alter or vary all or any of the functions, duties and powers of the
officer.

Qualifications

20.3                  
No person may be appointed as an officer unless that person is qualified in
accordance with the Act. One person may hold more than one position as an
officer of the Company. Any person appointed as the chair of the board or as a
managing director must be a director. Any other officer need not be a
director.

Remuneration and Terms of Appointment

20.4                  
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 directors thinks fit and are subject to
termination at the pleasure of the directors, and an officer may in addition to
such remuneration be entitled to receive, after he or she ceases to hold such
office or leaves the employment of the Company, a pension or gratuity.

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ARTICLE 21

INDEMNIFICATION

Definitions

21.1                     In
this Article 21:

(a)          
eligible party means an individual who:

(i)           is
or was a director or officer of the Company;

(ii)          is or
was a director or officer of another corporation

(A)           at
a time when the corporation is or was an affiliate of the Company, or

(B)           at
the request of the Company; or

(iii)         at the
request of the Company, is or was, or holds or held a position equivalent to
that of, a director or officer of a partnership, trust, joint venture or other
unincorporated entity;

(b)          
eligible penalty means a judgment, penalty or fine awarded or imposed in, or
an amount paid in settlement of, an eligible proceeding;

(c)          
eligible proceeding means a legal proceeding or investigative action, whether
current, threatened, pending or completed, in which a director or former
director of the Company or any of the heirs and legal personal representatives
of the eligible party, by reason of the eligible party being or having been a
director of the Company:

(i)           is
or may be joined as a party; or

(ii)          is or
may be liable for or in respect of a judgment, penalty or fine in, or expenses
related to, the proceeding;

and shall include any other proceeding
or action contemplated by the Act; and

(d)           expenses
has the meaning set out in the Act and includes costs, charges and expenses,
including legal and other fees, but does not include judgments, penalties, fines
or amounts paid in settlement of a proceeding.

Mandatory Indemnification of Directors and Former Directors

21.2                  
Subject to the Act, the Company must indemnify a director or former director of
the Company and his or her heirs and legal personal representatives against all
eligible penalties to which such person is or may be liable, and the Company
must, after the final disposition of an eligible proceeding, pay the expenses
actually and reasonably incurred by such person in respect of that proceeding.
Each director or officer is deemed to have contracted with the Company on the
terms of the indemnity contained in this §21.2.

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Indemnification of Other Persons

21.3                   Subject
to any restrictions in the Act, the Company may agree to indemnify and may
indemnify any person (including an eligible party) against eligible penalties
and pay expenses incurred in connection with the performance of services by that
person for the Company.

Authority to Advance Expenses

21.4                   The
Company may advance expenses to an eligible party to the extent permitted by and
in accordance with the Act.

Non-Compliance with Act

21.5                  
Subject to the Act, the failure of a director or officer of the Company to
comply with the Act or these Articles does not, of itself, invalidate any
indemnity to which he or she is entitled under this Part.

Company May Purchase Insurance

21.6                  
The Company may purchase and maintain insurance for the benefit of any eligible
party person (or his or her heirs or legal personal representatives) against any
liability incurred by him or her as such director, officer or person who holds
or held such equivalent position.

ARTICLE 22

DIVIDENDS

Payment of Dividends Subject to Special Rights

22.1                  
The provisions of this Article 22 are subject to the rights, if any, of
shareholders holding shares with special rights as to dividends.

Declaration of Dividends

22.2                  
Subject to the Act, the directors may from time to time declare and authorize
payment of such dividends as they may deem advisable.

Record Date

22.3                   The
directors must set a date as the record date for the purpose of determining
shareholders entitled to receive payment of a dividend. The record date must not
precede the date on which the dividend is to be paid by more than two months.

Manner of Paying Dividend

22.4                   A
resolution declaring a dividend may direct payment of the dividend wholly or
partly by the distribution of specific assets or of fully paid shares or of
bonds, debentures or other securities of the Company, or in any one or more of
those ways.

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Settlement of Difficulties

22.5                  
If any difficulty arises in regard to a distribution under §22.4, the directors
may settle the difficulty as they deem advisable, and, in particular, may:

(a)           set
the value for distribution of specific assets;

(b)          
determine that cash payments in substitution for all or any part of the specific
assets to which any shareholders are entitled may be made to any shareholders on
the basis of the value so fixed in order to adjust the rights of all parties;
and

(c)          
vest any such specific assets in trustees for the persons entitled to the
dividend.

When Dividend Payable

22.6                   Any
dividend may be made payable on such date as is fixed by the directors.

Dividends to be Paid in Accordance with Number of Shares

22.7                   All
dividends on shares of any class or series of shares must be declared and paid
according to the number of such shares held.

Receipt by Joint Shareholders

22.8                   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.

Dividend Bears No Interest

22.9                   No
dividend bears interest against the Company.

Fractional Dividends

22.10                  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.

Payment of Dividends

22.11                 
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 to the address of the shareholder, or in the case of joint shareholders,
to the address of the joint shareholder who is first named on the central
securities register, or to the person and to the address the shareholder or
joint shareholders may direct in writing. The mailing of such cheque will, to
the extent of the sum represented by the cheque (plus the amount of the tax
required by law to be deducted), discharge all liability for the dividend unless
such cheque is not paid on presentation or the amount of tax so deducted is not
paid to the appropriate taxing authority.

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Capitalization of Surplus

22.12                  Notwithstanding
anything contained in these Articles, the directors may from time to time
capitalize any surplus of the Company and may from time to time issue, as fully
paid, shares or any bonds, debentures or other securities of the Company as a
dividend representing the surplus or any part of the surplus.

ARTICLE 23

DOCUMENTS, RECORDS AND REPORTS

Recording of Financial Affairs

23.1                   The
directors must cause adequate accounting records to be kept to record properly
the financial affairs and condition of the Company and to comply with the Act.

Inspection of Accounting Records

23.2                   Unless
the directors determine otherwise, or unless otherwise determined by ordinary
resolution, no shareholder of the Company is entitled to inspect or obtain a
copy of any accounting records of the Company.

ARTICLE 24

NOTICES

Method of Giving Notice

24.1                   Unless
the Act or these Articles provide otherwise, a notice, statement, report or
other record required or permitted by the Act or these Articles to be sent by or
to a person may be sent by:

(a)          
mail addressed to the person at the applicable address for that person as
follows:

(i)          
for a record mailed to a shareholder, the shareholders registered address;

(ii)          for a
record mailed to a director or officer, the prescribed address for mailing shown
for the director or officer in the records kept by the Company or the mailing
address provided by the recipient for the sending of that record or records of
that class;

(iii)         in any
other case, the mailing address of the intended recipient;

(b)          
delivery at the applicable address for that person as follows, addressed to the
person:

(i)          
for a record delivered to a shareholder, the shareholders registered address;

(ii)          for a
record delivered to a director or officer, the prescribed address for delivery
shown for the director or officer in the records kept by the Company or the
delivery address provided by the recipient for the sending of that record or
records of that class;

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(iii)         in any
other case, the delivery address of the intended recipient;

(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.

Deemed Receipt of Mailing

24.2                   A
record that is mailed to a person by ordinary mail to the applicable address for
that person referred to in §24.1 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.

Certificate of Sending

24.3                   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 §24.1,
prepaid and mailed or otherwise sent as permitted by §24.1 is conclusive
evidence of that fact.

Notice to Joint Shareholders

24.4                   A
notice, statement, report or other record may be provided by the Company to the
joint shareholders of a share by providing the notice to the joint shareholder
first named in the central securities register in respect of the share.

Notice to Trustees and Personal Representatives

24.5                  
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)           by
name, by the title of the legal personal representative of the deceased or
incapacitated shareholder, by the title of trustee of the bankrupt shareholder
or by any similar description; and

(ii)          at the
address, if any, supplied to the Company for that purpose by the persons
claiming to be so entitled; or

(b)           if
an address referred to in §(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.

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ARTICLE 25

SEAL

Who May Attest Seal

25.1                   Except
as provided in §25.2 and §25.3, the Companys seal, if any, must not be
impressed on any record except when that impression is attested by the
signatures of:

(a)           any
two directors;

(b)           any
officer, together with any director;

(c)           if
the Company only has one director, that director; or

(d)          
any one or more directors or officers or persons as may be determined by the
directors.

Sealing Copies

25.2                   For
the purpose of certifying under seal a certificate of incumbency of the
directors or officers of the Company or a true copy of any resolution or other
document, despite §25.1, the impression of the seal may be attested by the
signature of any director or officer.

Mechanical Reproduction of Seal

25.3                   The
directors may authorize the seal to be impressed by third parties on share
certificates or bonds, debentures or other securities of the Company as they may
determine appropriate from time to time. To enable the seal to be impressed on
any share certificates or bonds, debentures or other securities of the Company,
whether in definitive or interim form, on which facsimiles of any of the
signatures of the directors or officers of the Company are, in accordance with
the Act or these Articles, printed or otherwise mechanically reproduced, there
may be delivered to the person employed to engrave, lithograph or print such
definitive or interim share certificates or bonds, debentures or other
securities one or more unmounted dies reproducing the seal and the chair of the
board or any senior officer together with the secretary, treasurer,
secretary-treasurer, an assistant secretary, an assistant treasurer or an
assistant secretary-treasurer may in writing authorize such person to cause the
seal to be impressed on such definitive or interim share certificates or bonds,
debentures or other securities by the use of such dies. Share certificates or
bonds, debentures or other securities to which the seal has been so impressed
are for all purposes deemed to be under and to bear the seal impressed on them.

ARTICLE 26

SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO PREFERRED SHARES

Special Rights and Restrictions

26.1                   The
Preferred shares without par value shall have attached thereto the following
special rights and restrictions:

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(a)           The
holders of the Preferred shares shall be entitled to receive notices of and to
attend and vote at all Meetings of the shareholders of the Company in the same
manner and to the same extent as are the holders of the common shares;

(b)           The
holders of the Preferred shares shall be entitled to receive, and the Company
shall pay thereon as and when declared by the board of directors out of the
monies of the Company properly applicable to the payment of dividends, dividends
which shall be in the amounts and upon the conditions that shall have been
agreed upon by the board of directors at the time of issuance and sale of each
such share. More specifically, the directors of the Company shall be entitled,
upon agreeing to sell a Preferred share, to contract as to the rate of dividend
which will be paid on the share, if any, how often the dividends are to be paid,
whether they are to be accumulative and whether the rate is fixed for the life
of the share or shall be subject to declaration by the board of directors each
year.

(c)          
The holders of the Preferred shares shall be entitled to exchange them for
Common shares in the capital of the Company; provided that when the directors
agree to the issuance of any Preferred shares they shall be entitled to specify
the terms, conditions and rates during which and upon which the holders of these
Preferred shares subject to such specifications shall be entitled to exercise
these conversion privileges.

(d)           The
Company may, upon giving notice as hereinafter provided, redeem the whole or any
part of the Preferred shares on payment for each share to be redeemed of the
amount paid up thereon, together with all dividends declared thereon and unpaid;
in case a part only of the then outstanding Preferred shares is at any time to
be redeemed, the shares so to be redeemed shall be selected by lot in such
manner as the directors in their discretion shall decide or, if the directors so
determine, may be redeemed pro rata, disregarding fractions, and the directors
may make such adjustments as may be necessary to avoid the redemption of
fractional parts of shares; not less than thirty (30) days' notice in writing of
such redemption shall be given by mailing such notice to the registered holders
of the shares to be redeemed, specifying the date and place or places of
redemption; if notice of any such redemption be given by the Company in the
manner aforesaid and an amount sufficient to redeem the shares be deposited with
any trust company or chartered bank in Canada as specified in the notice on or
before the date fixed for redemption, dividends on the Preferred shares to be
redeemed shall cease after the date so fixed for redemption and the holders
thereof shall thereafter have no rights against the Company in respect thereof
except, upon the surrender of certificates for such shares, to receive payment
therefor out of the money so deposited; after the redemption price of such
shares has been deposited with any trust company or chartered bank in Canada, as
aforesaid, notice shall be given to the holders of any Preferred shares called
for redemption who have failed to present the certificates representing such
shares within two (2) months of the date specified for redemption that the money
has been so deposited and may be obtained by the holders of the said Preferred
shares upon presentation of the certificates representing such shares called for
redemption at the said trust company or chartered bank. The Company will redeem
such Preferred shares at the price so specified, provided the redemption will
not be in breach of any of the provisions of the Business Corporations
Act (British Columbia).

(e)          
The Preferred shares shall rank, both as regards dividends and return of
capital, in priority to all other shares of the Company, but shall not be
entitled to any further right to participate in the profits or assets of the
Company.

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(f)           In
the event of the liquidation, dissolution or winding-up of the Company, whether
voluntary or involuntary, the holders of the Preferred shares shall be entitled
to receive, before any distribution of any part of the property and assets of
the Company among the holders of any other shares, an amount equal to one
hundred percent (100%) of the amount paid thereon and any dividends declared
thereon and unpaid, and no more.

(g)          
The directors of the Company may issue the Preferred shares in one or more
series. In addition, the directors may, by resolution, alter the Notice of
Articles to fix the number of shares in and to determine the designation of the
shares of each series; the directors may also, by resolution, alter the Notice
of Articles to create, define and attach special rights and restrictions to the
shares of each series, subject to the special rights and restrictions attached
to the Preferred shares.

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