Silver Eagle Resources Ltd/FI – ‘10SB12G’ on 1/16/98 – EX-2.2

As of:  Friday, 1/16/98   ·   Accession #:  1047469-98-1314   ·   File #:  0-23627

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Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     10-Sb                                                 40    186K 
 2: EX-2.1      Memorandum of Incorporation of Sultana Resources       2      8K 
 3: EX-2.2      British Columbia Company Act Articles of Silver       29    118K 

EX-2.2   —   British Columbia Company Act Articles of Silver
Exhibit Table of Contents

EX-2.2
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    BRITISH COLUMBIA COMPANY ACT ARTICLES OF
    SILVER EAGLE RESOURCES, LTD.

   EXHIBIT 2.2

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    ARTICLES

    OF

   SILVER EAGLE RESOURCES LTD.

   TABLE OF CONTENTS

PART      ARTICLE                  SUBJECT                                      

1         INTERPRETATION                                                        

1.1                      Definitions                        
1.2                      Expressions Referring to Writing   
1.3                      Construction of Words              
1.4                      Definitions Same as Company Act and
    Securities Act
     1.5                      Interpretation Act Rules of Construction
Apply     

2         SHARES                                                                

2.1                      Member Entitled to Certificate     
       2.2                      Replacement of Lost or Defaced Certificate
2.3                      Charge for Certificate             
2.4                      Execution of Certificate           
2.5                      Recognition of Trusts              

3         ISSUE OF SHARES                                                       

3.1                      Directors Authorized               
3.2                      Conditions of Allotment            
3.3                      Commissions and Brokerage          
3.4                      Conditions of issue                

4         SHARE REGISTERS                                                       

4.1                      Registers of Members, Transfers and
Allotments
4.2                      Branch Registers of Members        
4.3                      No Closure of Register of Members  

5         TRANSFER AND TRANSMISSION OF SHARES                                   

5.1                      Transfer of Shares                 
5.2                      Execution of Instrument of Transfer
5.3                      Enquiry as to Title Not Required   
  5.4                      Submission of Instruments of Transfer
5.5                      Transfer Fee                       
        5.6                      Personal Representative Recognized on Death
5.7                      Death or bankruptcy                
5.8                      Persons in Representative Capacity 

6         ALTERATION OF CAPITAL                                                 

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6.1                      Increase of Authorized Capital     
6.2                      Other Capital Alterations          
          6.3                      Creation, Variation and Abrogation of Special
            Rights or Restrictions
6.4                      Consent of Class Required          
6.5                      Special Rights of Conversion       
6.6                      Class Meetings of Members          

7         PURCHASE OR REDEMPTION OF SHARES                                      

         7.1                      Company Authorized to Purchase or Redeem its
Shares    
7.2                      Selection of Shares to be Redeemed 
   7.3.                     Purchased or Redeemed Shares Not Voted

8         BORROWING POWERS                                                      

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

9         GENERAL MEETINGS                                                      

9.1                      Annual General Meetings            
9.2                      Waiver of Annual General Meeting   
9.3                      Classification of General Meetings 
9.4                      Calling of Meetings                
    9.5                      Advance Notice of Election of Directors
9.6                      Notice of General Meeting          
9.7                      Waiver or Reduction of Notice      
          9.8                      Notice of Special Business at General Meeting

10        PROCEEDINGS AT GENERAL MEETINGS                                       

10.1                     Special Business                   
10.2                     Requirement of Quorum              
10.3                     Quorum                             
10.4                     Lack of Quorum                     
10.5                     Chairman                           
10.6                     Alternate Quorum                   
10.7                     Adjournments                       
10.8                     Resolutions Need Not Be Seconded   
10.9                     Decisions by Show of Hands or Poll 
10.10                    Casting Vote                       
10. 11                   Manner of Taking Poll              
10.12                    Retention of Ballots Cast on a Poll
10.13                    Casting of Votes                   
10.14                    Ordinary Resolution Sufficient     

11        VOTES OF MEMBERS                                                      

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11.l                     Number of Votes Per Share          
        11.2                     Votes of Persons in Representative Capacity
 11.3                     Representative of a Corporate Member
11.4                     Votes by Joint Holders             
11.5                     Votes by Committee for a Member    
11.6                     Appointment of Proxyholders        
11.7                     Execution of Form of Proxy         
ll.8                     Deposit of Proxy                   
11.9                     Form of Proxy                      
11.10                    Validity of Proxy Vote             
11.11                    Revocation of Proxy                

12        DIRECTORS                                                             

12.1                     Number of Directors                
   12.2                     Remuneration and Expenses of Directors
12.3                     Qualifications of Directors        

13        ELECTION AND REMOVAL OF DIRECTORS                                     

13.1                     Election at Annual General Meetings
13.2                     Eligibility of Retiring Director   
13.3                     Continuance of Directors           
     13.4                     Election of Less than Required Number of
Directors 
13.5                     Pilling a Casual Vacancy           
13.6                     Additional Directors               
13.7                     Alternate Directors                
13.8                     Termination of Directors           
13.9                     Removal of Directors               

l4        POWERS AND DUTIES OF DIRECTORS                                        

14.1                     Management of Affairs and Business 
14.2                     Appointment of Attorney            

15        DISCLOSURE OF INTEREST OF DIRECTORS                                   

15.l                     Disclosure of Conflict in Interest 
   15.2                     Voting and Quorum re Proposed Contract
        15.3                     Director May Hold Office or Place of Profit
  with Company
     15.4                     Director Acting in Professional Capacity
       15.5                     Director Receiving Remuneration from Other
  Corporations

16        PROCEEDINGS OF DIRECTORS                                              

16.l                     Chairman and Alternate             
16.2                     Meetings - Procedure               
16.3                     Meetings by Conference Telephone   
16.4                     Notice of Meeting                  
16.5                     Waiver of Notice of Meetings       
16.6                     Quorum                             

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        16.7                     Continuing Directors may Act During Vacancy
16.8                     Validity of Acts of Directors      
16.9                     Validity of Resolution in Writing  

17        EXECUTIVE AND OTHER COMMITTEES                                        

17.1                     Appointment of Executive Committee 
17.2                     Appointment of Committees          
17.3                     Procedure at Meetings              

18        OFFICERS                                                              

18.1                     President and Secretary Required   
     18.2                     Persons Holding More Than One Office and
  Remuneration
18.3                     Disclosure of Conflict in Interest 

19        INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS 

19.1                     Indemnification of Directors       
       19.2                     Indemnification of Officers, Employees and
Agents    
19.3                     Indemnification Not Invalidated by 
    Non-compliance
19.4                     Company May Purchase insurance     

20        DIVIDENDS AND RESERVES                                                

20.1                     Declaration of Dividends           
20.2                     Declared Dividend Date             
   20.3                     Proportionate to Number of Shares Held
20.4                     Reserves                           
20.5                     Receipts from Joint Holders        
20.6                     No Interest on Dividends           
20,7                     Payment of Dividends               
    20.8                     Capitalization of Undistributed Surplus

21        DOCUMENTS, RECORDS AND REPORTS                                        

21.1                     Documents to be Kept               
21.2                     Accounts to be Kept                
21.3                     Inspection of Accounts             
         21.4                     Financial Statements and Reports for General
Meeting   
         11.5                     Financial Statements and Reports for Members

22        NOTICES                                                               

22.1                     Method of Giving Notice            
22.2                     Notice to Joint Holder             
22.3                     Notice to Personal Representation  

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22.4                     Persons to Receive Notice          

23        RECORD DATE                                                           

23.1                     Record Date                        
23.2                     No Record Date Fixed               

24        SEAL                                                                  

24.1                     Affixation of Seal                 
24.2                     Reproduction of Seal               
         24.3                     Official Seal for Use in Other Jurisdictions

25        MECHANICAL REPRODUCTION OF SIGNATURES                                 

  25.1                     Instrument May Be Mechanically Signed
25.2                     Definition of Instrument           

26        PROHIBITIONS                                                          

      26.1                     No Securities to be Offered to the Public
26.2                     Restriction on Transfer of Shares  

27        FRACTIONAL SHARES                                                     

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  BRITISH COLUMBIA

   COMPANY ACT

    ARTICLES
    OF

   SILVER EAGLE RESOURCES LTD.

    PART 1

    INTERPRETATION

1.1    In these Articles, unless the context otherwise requires:                

    "Board" or "the Directors" means the Directors or sole Director of the
Company for the time being,                                       

  "Company Act" means the Company Act of British Columbia from time to
time in force and all amendments to it,                           

"month" means calendar month,                                     

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

     "Securities Act" means the Securities Act of British Columbia from time
to time in force and all amendments to it.                        

1.2    Expressions referring to writing include printing, lithography,          
      typewriting, photography and other modes of reproducing words in visible
form.                                                             

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

1.4    The definitions in the Company Act and the Securities Act on the date    
    these Articles become effective, with the necessary changes and so far
as they are applicable, apply to these Articles.                  

1.5    The rules of construction contained in the Interpretation Act with the   
necessary changes and so far as they are applicable, apply to the 
interpretation of these Articles.                                 

    PART 2

   SHARES AND SHARE CERTIFICATES

2.1    Any member is entitled, without charge, to a share certificate           
representing the shares of each class held by him; except that, in
   respect of a share held jointly by several persons, the Company shall
not be bound to issue more than one certificate and delivery of a 
 certificate representing a share to one of several joint registered
holders or to his                                                 

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  duly authorized agent will be sufficient delivery to all, and except
further that the Company shall not be bound to issue certificates 
      representing redeemable shares, if such shares are to be redeemed within
    one month of the date on which they were allotted. A share certificate
    may be sent by registered prepaid mail to the member entitled thereto,
    and neither the Company nor any transfer agent will be liable for loss
      occasioned to the member if the share certificate is lost in the mail or
stolen.                                                           

2.2     If a share certificate:                                                 

     (a)     is worn out or defaced, the Directors shall, upon production to
           them of the certificate and upon such other terms, if any, as
          they may think fit, order the certificate to be canceled and
issue a new certificate;                          

      (b)     is lost, stolen or destroyed, then upon proof being given to the
               satisfaction of the Directors and upon an indemnity, if any being
               given, as the Directors think adequate, the Directors shall issue
a new certificate; or                             

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

2.3    A charge, not exceeding the amount fixed by regulation under the Company 
  Act, as the Directors may from time to time fix, must be paid to the
Company for each certificate to be issued under this Article.     

2.4    Each share certificate must be signed manually by at least one officer   
   or Director of the Company, or by or on behalf of a registrar, branch
   registrar, transfer agent or branch transfer agent of the Company and
any additional signatures may be printed or otherwise mechanically
reproduced in accordance with these Articles.                     

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

    PART 3

   ISSUE OF SHARES

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

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3.2    If the Company is, or becomes, a company which is not a reporting        
company and the Directors are required by the Company Act before  
   allotting shares to offer them pro rata to the members, the Directors
      shall before allotting the shares, comply with the applicable provisions
of the Company Act.                                               

3.3    Subject to the provisions of the Company Act, the Company, or the        
 Directors on behalf of the Company, may pay a commission or allow a
     discount to a person in consideration of his subscribing or agreeing to
     subscribe, or procuring or agreeing to procure subscriptions for shares
   whether absolutely or conditionally in the Company. If the Company is
      not a specially limited company, the rate of the commission and discount
    must not in the aggregate exceed 25% of the subscription price. If the
    Company is a specially limited company, the rate of the commission and
      discount must not in the aggregate exceed 959 of the subscription price.

3.4    The Company shall not issue a share until it is fully paid and the       
     Company has received the full consideration for it in cash, property or
     past services actually performed for the Company. The value of property
      or services for the purposes of this Article is an amount determined lay
the Directors by resolution to be, in all circumstances of the    
transaction, no greater than fair market value.                   

    PART 4

   SHARE REGISTERS

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

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

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

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    PART 5

   TRANSFER AND TRANSMISSION
   OF SHARES

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

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

5.3    Neither the Company nor its Directors, officers or agents shall be bound 
      to enquire into the title of the person named in the form of transfer as
 transferee, or, if no person is named therein as transferee, of the
      person on whose behalf the certificate is deposited with the Company for
 the purpose of having the transfer registered, or be liable for any
     claim by such registered owner or by an intermediate owner or holder of
 the certificate or of the shares represented thereby or an interest
  therein for registering the transfer. The transfer, when registered,
will confer upon the person in whose name the shares have been    
registered a valid title to the shares.                           

5.4    Each instrument of transfer must be executed by the transferor and left  
 at the registered office of the Company, the office of its transfer
      agent or the office of its registrar for registration, together with the
share certificate for the shares to be transferred and such other 
    evidence, as the Directors, transfer agent or registrar may require to
   prove the title of the transferor or his right to transfer the shares
  and the right of the transferee to have the transfer registered. The
instruments of transfer where the transfer is registered must be  
retained by the Company, its transfer agent or registrar and an   
   instrument of transfer, where the transfer is not registered, must be
 returned, together with the share certificate which accompanied the
instrument of transfer to the person depositing the instrument of 
transfer when tendered for registration.                          

5.5    The transferee shall pay to the Company, in respect of the registration  
  of a transfer, a sum, if any, as the Directors may from time to time
determine.                                                        

5.6     In the case of the death of a member, the survivor or survivors where   
the deceased was a joint registered holder, and the legal personal
      representative of the deceased where he was the sole holder, will be the
only persons recognized by the Company as having                  

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      title to his interest in the shares. Before recognizing a legal personal
representative, the Directors may require him to obtain a grant of
probate or letters of administration in British Columbia.         

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

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

    PART 6

   ALTERATION OF CAPITAL

6.1    The Company may by ordinary resolution filed with the Registrar of       
Companies in British Columbia alter its Memorandum to increase the
authorized capital of the Company by:                             

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

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

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

6.2    The Company may by special resolution alter its Memorandum to subdivide  
     its shares, consolidate its shares, change its shares with par value to
     shares without par value, change its shares without par value to shares
      with par value, or change the designation of any of its shares, but only
   to the extent that the Company Act provides, and with the consents of
      members holding classes of shares which are affected by such alteration.

6.3    The Company may alter its Memorandum or these Articles:                  

 (a)     by special resolution, to create, define and attach special
rights or restrictions to shares; and             

(b)     by special resolution and by otherwise complying with its 
              Memorandum or these Articles, to vary or abrogate special rights
              or restrictions attached to shares, and in each case by filing a
              certified copy of the resolution with the Registrar of Companies
            in British Columbia, but no right or special right attached to
            issued shares will be prejudiced or interfered with unless all

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               members holding shares of each class whose right or special right
             is so prejudiced or interfered with consent thereto in writing,
               or unless a resolution consenting thereto is passed at a separate
              class meeting of the holders of the shares of each such class by
             a majority of 3/4, or such greater majority as may be specified
         by the special rights attached to the issued shares of such
class.                                            

6.4    Notwithstanding such consent in writing or such resolution, no           
     alteration will be valid as to a part of the issued shares of the class
      either all consent thereto in writing or consent thereto by a resolution
passed by a majority of 3/4, or such greater majority as may be   
   specified by the special rights attached to the issued shares of such
class.                                                            

6.5    If the Company is or becomes a reporting company, no resolution to       
create, vary or abrogate a special right of conversion or exchange
 attaching to shares will be submitted to a general, class or series
      meeting of member unless, if so required by the Company Act, the British
Columbia Superintendent of Brokers has first consented to the     
resolution.                                                       

6.6    Unless these Articles otherwise provide, the provisions of these         
      Articles relating to general meetings, with the necessary changes and so
     far as they are applicable, apply to a class meeting of members holding
   a particular class of shares, but the quorum at a class meeting is at
 least one person holding or representing by proxy 1/3 of the shares
      affected. One person, if he is a quorum, may constitute a class meeting.

    PART 7

   PURCHASE AND REDEMPTION
   OF SHARES

7.1    Subject to the special rights and restrictions attached to a class of    
shares, the Company may, by a resolution of its Directors and in  
   compliance with the Company Act, purchase its shares at the price and
  upon the terms specified in such resolution or redeem a class of its
     shares in accordance with the special rights and restrictions attaching
thereto. The Company shall not purchase or redeem shares if it is 
    insolvent at the time of the proposed purchase or redemption or if the
 proposed purchase or redemption would render the Company insolvent.
      Unless the shares are to be purchased through a stock exchange or from a
    bona fide employee or a bona fide former employee of the Company or of
     an affiliate of the Company or from the personal representative of such
    employee or former employee or from dissenting members pursuant to the
  requirements of the Company Act, the Company shall make its offer to
purchase pro rata to every member who holds shares of the class or
series to be purchased.                                           

7.2    If the Company proposes at its option to redeem some but not all of the  
    shares of a class or series, the Directors may, subject to the special
rights and restrictions attached to the class or series of shares,
decide how the shares to be redeemed will be selected.            

7.3    Subject to the provisions of the Company Act, a share purchased or       
  redeemed by the Company may be sold or reissued by it but, while the
 share is held by the Company, it shall not exercise a vote or pay a
dividend in respect of the share.                                 

    PART 8

    BORROWING POWERS

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

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

(b)     issue bonds, debentures and other debt obligations either 
          outright or as security for a liability or obligation of the
Company or another person, and                    

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

8.2    A bond, debenture or other debt obligation of the Company may be issued  
     at a discount, premium or otherwise, and with a special privilege as to
redemption, surrender, drawing, allotment of or conversion into or
      exchange for shares or other securities, attending and voting at general
     meetings of the Company, appointment of Directors or otherwise, and may
   by its terms be assignable free from equities between the Company and
     the person to whom it was issued or a subsequent holder thereof, all as
the Directors may determine.                                      

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

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

8.5    If the Company is or becomes a reporting company, it shall keep or cause 
     to be kept a register of its indebtedness in excess of $5000.00 to each
    Director or officer of the Company, or an associate of any of them, in
accordance with the provisions of the Company Act.                

    PART 9

    GENERAL MEETINGS

9.1    Subject to an extension of time permitted by the Company Act, the        
  Company shall hold its first annual general meeting within 15 months
      from the date of incorporation, amalgamation or continuation. Thereafter
     the Company shall hold an annual general meeting once in every calendar
    year at a time (not being more than 13 months after the holding of the
   last preceding annual general meeting) and place as determined by the
Directors.                                                        

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

9.3    A general meeting other than an annual general meeting is called an      
extraordinary general meeting.                                    

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

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

9.6    A notice convening a general meeting specifying the place, day, and hour 
    of the meeting, and in case of special business, the general nature of
  the business, must be given as provided in the Company Act and these
      Articles, to the persons who are entitled by law or under these Articles
    to receive notice from the Company. Accidental omission to give notice
     of a meeting to, or the non-receipt of notice of a meeting by, a member
will not invalidate the proceedings at that meeting.              

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

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

   PART 10

   PROCEEDINGS AT GENERAL MEETINGS

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

    (a)     an extraordinary general meeting other than the conduct of and
voting at the meeting; and                        

     (b)     an annual general meeting, with the exception of the conduct of
           and voting at the meeting, the consideration of the financial
          statement and of the respective reports of the Directors and
             Auditor, the fixing or changing of the number of Directors, the
               election of Directors, the appointment of the Auditor, the fixing
               of the remuneration for the Auditor and such other business as by
              these Articles or the Company Act may be transacted at a general
meeting without prior                             

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           notice thereof being given to the members or which is brought
 under consideration by the report of the Directors.

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

10.3   Except as otherwise provided in these Articles, a quorum is two persons  
   present and being, or representing by proxy, members holding not less
    than 1/20 of the issued shares entitled to be voted at the meeting. If
      there is only one member, the quorum is one person present and being, or
representing by proxy, the member. The Directors, the Auditor, the
     Secretary, an Assistant Secretary, and the solicitor of the Company are
 entitled to attend a general meeting but will not be counted in the
quorum or be entitled to vote at a general meeting unless they are
members or proxyholders entitled to vote thereat.                 

10.4   If within half an hour from the time appointed for a general meeting a   
     quorum is not present, the meeting, if convened upon the requisition of
      members, will be dissolved. In any other case it will stand adjourned to
   the same day in the next week, at the same time and place, and, if at
      the adjourned meeting a quorum is not present within 30 minutes from the
      time appointed for the meeting, the person or persons present and being,
  or representing by proxy, a member or members entitled to attend and
vote at the meeting will be a quorum.                             

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

10.6   If at a general meeting neither the Chairman of the board nor President  
nor a Vice-President is present within 15 minutes after the time  
     appointed for holding the meeting or is willing to act as chairman, the
      Directors present shall choose one of their number to be chairman or, if
      all the Directors present decline to take the chair or fail to so choose
 or if no Director is present, the members present shall choose some
   other person in attendance, who need not be a member, to be chairman.

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

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

10.9   Subject to the provisions of the Company Act, at a general meeting a     
    resolution put to the vote of the meeting will be decided on a show of
      hands, unless (before or on the declaration of the result of the show of
  hands a poll is directed by the chairman or demanded by at least one
      member entitled to vote who is present in person or by proxy, or, if the
     Company is a reporting issuer under the Securities Act, more than 5% of
   all voting rights attached to all the shares, that are entitled to be
    voted and to be represented at the meeting, are represented by proxies
required to be voted against what would otherwise be the meeting's
decision. The chairman shall declare to the                       

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     meeting the decision on every question in accordance with the result of
     the show of hands or the poll, and such decision must be entered in the
      book of proceedings of the Company. A declaration by the chairman that a
     resolution has been carried, or carried unanimously, or by a particular
    majority, or lost or not carried by a particular majority and an entry
     to that effect in the minute book of the Company is conclusive evidence
 of the fact, without proof of the number or proportion of the votes
recorded in favor of or against that resolution.                  

10.10  In the case of an equality of votes, whether on a show of hands or on a  
      poll, the chairman of the meeting at which the show of hands takes place
     or at which the poll is demanded is not entitled to have a casting vote
      in addition to the vote or votes to which he may be entitled as a member
or proxyholder.                                                   

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

10.l2  A ballot cast upon a poll and a proxy appointing a proxyholder who casts 
   a ballot upon a poll must be retained by the Secretary for the period
and be subject to the inspection provided by the Company Act.     

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

10.l4  Unless the Company Act, the Memorandum or these Articles otherwise       
     provide, action to be taken by a resolution of the members may be taken
by an ordinary resolution.                                        

   PART 11

    VOTES OF MEMBERS

11.1   Subject to special voting rights or restrictions attached to a class of  
     shares and the restrictions on joint registered holders of shares, on a
      show of hands a member who is present in person and entitled to vote has
     one vote and on a poll a member has one vote for each share of which he
     is the registered holder and may exercise such vote either in person or
by proxyholder.                                                   

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

11.3   A corporation not being a subsidiary which is a member of the Company    
      may, by resolution of its directors or other governing body, authorize a
  person as it thinks fit to act as its representative at a general or
class meeting. The person so authorized is                        

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  entitled to exercise at the meeting the same powers on behalf of the
      corporation which he represents as that corporation could exercise if it
     were an individual member of the Company personally present, including,
     without limitation, the right, unless restricted by such resolution, to
     appoint a proxyholder to represent the corporation, and must be counted
     for the purpose of forming a quorum if present at the meeting. Evidence
   of the  appointment of a representative may be sent to the Company by
written instrument, telegram, telex or any method of transmitting 
      legibly recorded messages. Notwithstanding the  foregoing, a corporation
being a member may appoint a proxyholder.                         

11. 4  In the  case of joint registered holders of a share, the  vote of the    
    senior who exercises a vote, whether in person or by proxyholder, will
     be accepted to the exclusion of the votes of the other joint registered
      holders; and for this purpose, seniority will be determined by the order
in which the names stand in the register of members. Several legal
personal representatives of a deceased member whose shares are    
registered in his sole name are, for the purpose of this Article, 
deemed joint registered holders.                                  

11.5   A member of unsound mind entitled to attend and vote, in respect of whom 
an order has been made by a court having jurisdiction, may vote,  
  whether on a show of )lands or on a poll, 1)y his committee, curator
  bonis, or other person in the nature of a committee or curator bonis
  appointed by that court, and such committee, curator bonis, or other
person may appoint a proxyholder.                                 

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

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

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

11.9   Unless the Company Act or another statute or law which is applicable to  
the Company or to a class of its shares requires any other form of
proxy, a proxy, whether for a                                     

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    specified meeting or otherwise, must be in the form following, but may
also be in another form that the Directors or the chairman of the 
meeting approves:                                                 

   (Name of Company)

      The undersigned, being a member of the above named Company, hereby
     appoints ______________________ or failing him _____________________ as
proxyholder for the undersigned to attend, act and vote for and on
   behalf of the undersigned at the general meeting of the Company to be
held on the ____________ day of _________________ 1998 and at any 
adjournment thereof.                                              

Signed this ______ day of ________________, 1998.           

                                    ------------------------------------
                       (Signature of member)

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

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

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

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

   PART 12

   DIRECTORS

12.1   The Directors to succeed the first Directors may be appointed in writing 
    by a majority of the members or at a meeting of the members, or if not
   so appointed, they must be elected by the members entitled to vote on
    the election of Directors. The number of Directors must be the same as
    the number so appointed or elected. The number of Directors, excluding
 additional Directors, may be fixed and changed from time to time by
    ordinary resolution, whether previous notice thereof has been given or
not, but notwithstanding anything contained in these Articles, the
    number of Directors must not be less than one or, if the Company is or
becomes a reporting company, less than three.                     

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12.2   The remuneration of the Directors may from time to time be determined by 
the Directors or, if the Directors decide, by the members. The    
    remuneration may be in addition to a salary or other remuneration paid
      to an officer or employee of the Company as such who is also a Director.
     The Directors must be repaid such reasonable traveling, hotel and other
    expenses as they incur concerning the business of the Company and if a
     Director performs a professional or other service for the Company that,
  in the opinion of the Directors, is outside the ordinary duties of a
Director, or is otherwise specially occupied with the Company's   
     business, he may be paid a remuneration to be fixed by the Board or, at
    the option of the Director, by the members and the remuneration may be
      either in addition to, or in substitution of any other remuneration that
   he may be entitled to receive. The Directors on behalf of the Company
   unless other pension or allowance on retirement to a Director who has
  held a salaried office or place of profit with the Company or to his
spouse or dependents, and may make contribution to a fund and pay 
 premiums for the purchase or provision of such gratuity, pension or
allowance.                                                        

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

   PART 13

   ELECTION AND REMOVAL OF DIRECTORS

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

13.2   A retiring Director is eligible for re-election.                         

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

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

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

13.6   Between successive annual general meetings the Directors have the power  
      to appoint one or more additional Directors but not more than 1/3 of the
number of Directors fixed                                         

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    pursuant to these Articles, and in effect, at the last general meeting
   at which Directors were elected. A Director so appointed holds office
      only until the next following annual general meeting of the Company, but
      is eligible for election at that meeting. So long as he is an additional
Director the number of Directors will be increased accordingly.   

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

13.8   The office of Director is vacated if the Director:                       

(a)     resigns his office by notice in writing delivered to the  
registered office of the Company;                 

   (b)     is convicted of an indictable offence and the other Directors
resolve to remove him; or                         

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

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

   PART 14

    POWERS AND DUTIES OF DIRECTORS

14.1   The Directors shall manage, or supervise the management of, the affairs  
    and business of the Company and have the authority to exercise all the
 powers of the Company as are not, by the Company Act, Memorandum or
     these Articles, required to be exercised by the members of the Company.

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

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   PART 15

   DISCLOSURE OF INTEREST OF DIRECTORS

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

15.2   A Director shall not vote in respect of a contract or transaction with   
   the Company in which he is interested and if he does so his vote will
 not be counted, but he will be counted in the quorum present at the
  meeting at which the vote is taken. Subject to the provisions of the
Company Act, the foregoing prohibitions do not apply to:          

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

  (b)     a contract or transaction made or to be made with or for the
             benefit of a holding corporation or a subsidiary corporation of
which a Director is a director or officer;        

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

(d)     determining the remuneration of the Directors;            

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

(f)     the indemnification of a Director by the Company.         

   These exceptions may from time to time be suspended or amended to the
     extent approved by the members and permitted by the Company Act, either
      generally or in respect of a particular contract or transaction or for a
particular period.                                                

15.3   A Director may hold an office or place of profit with the Company (other 
than the office of Auditor of the Company) in conjunction with his
    office of Director for the period and on the terms (as to remuneration
   or otherwise) as the Directors may determine. No Director or intended
   Director will be disqualified by his office from contracting with the
  Company either with regard to the tenure of any such other office or
    place of profit, or as vendor, purchaser or otherwise, and, subject to
compliance with the provisions of the Company Act, no contract or 
transaction entered into by or on behalf of the Company in which a
Director is interested is liable to be voided by reason thereof.  

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15.4   Subject to compliance with the provisions of the Company Act, a Director 
    or his firm may act in a professional capacity for the Company (except
as Auditor of the Company), and he or his firm is entitled to     
  remuneration for professional services as if he were not a Director.

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

   PART 16

    PROCEEDINGS OF DIRECTORS

16.l   The Chairman of the Board, if any, or in his absence, the President      
      shall preside as chairman at every meeting of the Directors, or if there
      is no Chairman of the Board or neither the Chairman of the Board nor the
      President is present within 15 minutes of the time appointed for holding
     the meeting or is willing to act as chairman, or if the Chairman of the
   Board, if any, and the President have advised the Secretary that they
    will not be present at the meeting, the Directors present shall choose
one of their number to be chairman of the meeting.                

16.2   The Directors may meet together for the dispatch of business, and        
adjourn and otherwise regulate their meetings as they think fit.  
     Questions arising at a meeting must be decided by a  majority of votes.
    In case of an equality of votes the chairman does not have a second or
  casting vote. Meetings of the Board held at regular intervals may be
      held at the place and time and upon the notice (if any) as the Board may
by resolution from time to time determine.                        

16.3   A Director may participate in a meeting of the Board or of a committee   
  of the Directors using conference telephones or other communications
     facilities by which all Directors participating in the meeting can hear
each other and provided that all such Directors agree to such     
     participation. A Director participating in a meeting in accordance with
this Article is deemed to be present at the meeting and to have so
 agreed. Such Director will be counted in the quorum and entitled to
speak and vote at the meeting.                                    

16.4   A Director may, and the Secretary or an Assistant Secretary on request   
    of a Director shall, call a meeting of the Board. Reasonable notice of
   the meeting specifying the place, day and hour of the meeting must be
    given by mail, postage prepaid, addressed to each of the Directors and
  alternate Directors at his address as it appears on the books of the
      Company or by leaving it at his usual business or residential address or
   by telephone, telegram, telex or other method of transmitting legibly
   recorded messages. It is not necessary to give notice of a meeting of
     Directors to a Director or alternate Director who is at the time not in
     British Columbia, or if the meeting is to be held immediately following
 a general meeting at which the Director has been elected, or is the
meeting of Directors at which the Director is appointed.          

16.5   A Director of the Company may file with the Secretary a document         
    executed by him waiving notice of a past, present or future meeting or
    meetings of the Directors being, or required to have been, sent to him
   and may at any time withdraw the waiver with respect to meetings held
      thereafter. After filing such waiver with respect to future meetings and
    until the waiver is withdrawn no notice of a meeting of Directors need
be                                                                

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  given to the Director and, unless the Director otherwise requests in
      writing of the Secretary, to his alternate Director. All meetings of the
Directors so held will be deemed not to be improperly called or   
      constituted by reason of notice not having been given to the Director or
alternate Director.                                               

16.6   The quorum necessary for the transaction of the business of the          
Directors may be fixed by the Directors and if not so fixed is a  
  majority of the Directors or, if the number of Directors is fixed at
one, is one Director.                                             

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

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

16.9   A resolution consented to in writing, whether by telegram, telex or      
   other method of transmitting legibly recorded messages, by all of the
     Directors or their alternates is as valid as if it had been passed at a
   meeting of the Directors duly called and held. A resolution may be in
  two or more counterparts which together are deemed to constitute one
   resolution in writing. A resolution must be filed with the minutes of
     the proceedings of the directors and is effective on the date stated on
it or on the latest date stated on a counterpart.                 

   PART 17

    EXECUTIVE AND OTHER COMMITTEES

17.1   The Directors may by resolution appoint an Executive Committee to        
    consist of one or more Directors. The Executive Committee has, and may
      exercise during the intervals between the meetings of the Board, all the
  powers vested in the Board except the power to fill vacancies in the
     board, the power to change the membership of, or fill vacancies in, the
  Executive Committee or another committee of the Board and such other
  powers, if any, as may be specified in the resolution. The Committee
    shall keep regular minutes of its transactions, shall cause them to be
   recorded in the books kept for that purpose, and shall report them to
     the Board at such times as the Board may from time to time require. The
 Board has the power at any time to revoke or override the authority
     given to or acts done by the Executive Committee except as to acts done
      before such revocation or overriding and to terminate the appointment or
    change the membership of the Executive Committee and to fill vacancies
  in it. The Executive Committee may make rules for the conduct of its
      business and may appoint assistants as it deems necessary. A majority of
the members of the Executive Committee constitutes a quorum.      

17.2   The Directors may by resolution appoint one or more committees           
consisting of one or more Directors and may delegate to any such  
     committee between meetings of the Board the powers of the Board (except
the power to fill vacancies in the Board, the power to change the 
  membership of or fill vacancies in a committee of the Board, and the
power                                                             

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  to appoint or remove officers appointed by the Board) subject to any
     condition prescribed in the resolution, and all committees so appointed
      shall keep regular minutes of their transactions, shall cause them to be
   recorded in the books kept for that purpose, and shall report them to
      the Board at such times as the Board may from time to time require . The
Directors also have the power at any time to revoke or override an
      authority given to, or acts to be done by, a committee except as to acts
     done before such revocation or overriding, to terminate the appointment
  or change the membership of a committee and to fill vacancies in it.
 Committees may make rules for the conduct of their business and may
     appoint assistants as they deem necessary. A majority of the members of
a committee constitutes a quorum.                                 

17.3   The Executive Committee or another committee may meet and adjourn as it  
   thinks proper. Questions arising at a meeting will be determined by a
    majority of votes of the members of the committee present, and in case
    of an equality of votes the chairman will not have a second or casting
  vote. A resolution consented to in writing by all the members of the
    Executive Committee or another committee is as valid as if it had been
     passed at a meeting of the Committee duly called and held. A resolution
may be in two or more counterparts which together are deemed to   
   constitute one resolution in writing. A resolution must be filed with
     the minutes of the proceedings of the committee and is effective on the
date stated on it or on the latest date stated on a counterpart.  

   PART 18

    OFFICERS

18.1   The Directors shall, from time to time, appoint a President and a        
 Secretary and other officers, if any, as the Directors determine by
     resolution except that if there is an Amalgamation Agreement, the first
     officers may be determined by that Agreement. The Directors may, at any
time, terminate any such appointment. No officer will be appointed
     unless he is qualified in accordance with the provisions of the Company
Act.                                                              

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

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

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   PART 19

   INDEMNITY AND PROTECTION OF
    DIRECTORS OFFICERS, EMPLOYEES AND AGENTS

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

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

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

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

   PART 20

   DIVIDENDS AND RESERVE

20.1   The Directors may from time to time declare and authorize payment of     
    dividends, if any, as they think advisable and need not give notice of
      the declaration to a member. No dividend will be paid otherwise than out
of funds or assets or both properly available for the payment of  
  dividends and a declaration by the Directors as to the amount of the
     funds or assets available for dividends will be conclusive. The Company
  may pay a dividend wholly or in part by the distribution of specific
    assets and in particular by paid up shares, bonds, debentures or other
  securities of the Company or any other corporation or in one or more
ways as are authorized by the Company or the                      

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     Directors. Where a difficulty arises with regard to a distribution, the
 Directors may settle the difficulty as they think expedient, and in
     particular may fix the value for distribution of the specific assets or
    part thereof, and may determine that cash payments in substitution for
   any part of the specific assets to which a member is entitled will be
    made to a member on the basis of the value so fixed in order to adjust
    the rights of all parties and may vest the specific assets in trustees
   for the persons entitled to the dividend as may seem expedient to the
Directors.                                                        

20.2   A dividend declared on shares of a class by the Directors may be made    
payable on such date as is fixed by the Directors.                

   PART 21

    DOCUMENTS, RECORDS AND REPORTS

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

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

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

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

21.5   Any member is entitled to be furnished once free of charge on demand     
      with a copy of the latest annual financial statement of the Company and,
if so required by the Company Act, a copy of the annual financial 
      statement and interim financial statement must be mailed to each member.

   PART 22

   NOTICES

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

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

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

22.4   Notice of every general meeting or meeting of members holding a class of 
  shares must be given in the manner prescribed by the Company Act and
     authorized by these Articles to every member holding at the time of the
issue of the notice or the date fixed for determining the members 
    entitled to such notice, whichever is the earlier, shares which confer
    the right to notice of and to attend and vote at the meeting. No other
person except the Auditor of the Company and the Directors of the 
Company are entitled to receive notices of any such meeting.      

   PART 23

   RECORD DATE

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

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

   PART 24

    SEAL

24.1   The Directors may provide a seal for the Company and, if they do so,     
  shall provide for the safe custody of the seal. The seal must not be
affixed to an instrument except in the presence of the following  
persons, namely,                                                  

(a)     any two Directors;                                        

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

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(c)     if the Company has only one member, the President or the  
Secretary; or                                     

      (d)     such person as the Directors may from time to time by resolution
appoint;                                          

      and, each such Director, officer or person in whose presence the seal is
 so affixed shall sign the instrument. For the purpose of certifying
    under seal true copies of an instrument the seal may be affixed in the
presence of any one of the foregoing persons.                     

24.2   To enable the seal to be affixed to a security of the Company, whether   
     in definitive or interim form, on which facsimiles of the signatures of
  the Directors or officers of the Company are, in accordance with the
      Company Act or these Articles or both, printed or otherwise mechanically
   reproduced, there may be delivered to the person employed to engrave,
     lithograph or print the security one or more unmounted dies reproducing
the Company's seal. The Chairman of the Board, the President, the 
 Managing Director or a Vice-President and the Secretary, Treasurer,
    Secretary-Treasurer, an Assistant Secretary, an Assistant Treasurer or
      an Assistant Secretary-Treasurer may by a document authorize such person
     to cause the Company's seal to be affixed to the security by the use of
   such dies. Securities to which the Company's seal has been so affixed
are deemed to be under and to bear the Company's seal.            

24.3   The Company may have for use in another province, state, territory or    
  country an official seal which must have on its face the name of the
      province, state, territory or country where it is to be used. All of the
   powers conferred by the Company Act with respect to the official seal
    may be exercised by the Directors or by a duly authorized agent of the
Company.                                                          

   PART 25

    MECHANICAL REPRODUCTIONS OF SIGNATURES

25.1   The signature of an officer, Director, registrar, branch registrar,      
      transfer agent or branch transfer agent of the Company, unless otherwise
     required by the Company Act or by these Articles, may, if authorized by
the Directors, be printed, lithographed, engraved or otherwise    
  mechanically reproduced on all instruments executed or issued by the
    Company or an officer thereof. An instrument on which the signature of
   any such person is so reproduced will be deemed to have been manually
  signed by the person whose signature is so reproduced and will be as
    valid to all intents and purposes as if the instrument had been signed
 manually, and notwithstanding that the person whose signature is so
    reproduced may have ceased to hold the office that he is stated on the
instrument to hold at the date of the delivery or issue of the    
instrument.                                                       

25.2   The term "instrument" as used in Article 25.1 includes deeds, mortgages, 
     hypothecs, charges, conveyances, transfers and assignments of property,
     real or personal, agreements, releases, receipts and discharges for the
     payment of money or other obligations, shares and share warrants of the
   Company, bonds, debentures and other debt obligations of the Company,
and all paper writings.                                           

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   PART 26

    PROHIBITIONS

26.1   If the Company is or becomes a company which is not a reporting company, 
the Company shall not offer for sale to the public shares or debt 
obligations issued by the Company.                                

26.2   If the Company is or becomes a company which is not a reporting company, 
   the Company shall not transfer shares without the previous consent of
      the Directors expressed by a resolution of the Board. The Directors will
    not be required to give a reason for refusing to consent to a proposed
transfer.                                                         

   PART 27

   FRACTIONAL SHARES

27.1   Notwithstanding anything else in these Articles, the Company, if the     
      Directors so resolve, will not be required to issue fractional shares in
     connection with an amalgamation, consolidation, exchange or conversion.
    At the discretion of the Directors, fractional interests in shares may
 be rounded to the nearest whole number, with fractions of 1/2 being
rounded to the next highest whole number, or may be purchased for 
 cancellation by the Company for such consideration as the Directors
   determine. The Directors may determine the manner in which fractional
    interests in shares are to be transferred and delivered to the Company
  in exchange for consideration and a determination so made is binding
upon all members of the Company. In case members having fractional
   interests in shares fail to deliver them to the Company in accordance
      with a determination made by the Directors, the Company may deposit with
    the Company's Registrar and Transfer Agent a sum sufficient to pay the
  consideration payable by the Company for the fractional interests in
  shares, such deposit to be set aside in trust for such members. Such
      setting aside is deemed to be payment to such members for the fractional
interests in shares not so delivered which will thereupon not be  
     considered as outstanding and such members will not be considered to be
members of the Company with respect thereto and will have no right
    except to receive payment of the money so set aside and deposited upon
delivery of the certificate for the shares held prior to the      
 amalgamation, consolidation, exchange or conversion which result in
fractional interests in shares.                                   

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