<DOCUMENT>
<TYPE>EX-99.2
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<FILENAME>file003.txt
<DESCRIPTION>EX A-2 ARTICLES OF ASSOCIATION OF EMERA
<TEXT>

Exhibit A-2

                         AMENDED ARTICLES OF ASSOCIATION

                                       OF

                         NS POWER HOLDINGS INCORPORATED

                                     PART A

                                 INTERPRETATION

1. In these  Articles,  unless  there be  something  in the  subject  or context
inconsistent therewith:

     (a)  "the  Act"  means  the  Companies  Act,  R.S.N.S.  1989,  c.81 and all
     amendments thereto;

     (b) "affiliate" for purposes of these Articles shall mean:

          (i)  one body  corporate is affiliated  with another body corporate if
               one  of  them  is  the  subsidiary  of  the  other  or  both  are
               subsidiaries  of the  same  body  corporate  or  each  of them is
               controlled by the same person; and

          (ii) if two  bodies  corporate  are  affiliated  with  the  same  body
               corporate at the same time, they are deemed to be affiliated with
               each other.

     (c) the Company" means NS Power Holdings Incorporated;

     (d) "the  Office"  means the  registered  office  for the time being of the
     Company;

     (e) "the  Register"  means the register of members kept pursuant to Section
     42 of the Act;

     (f) "the Registrar" means the Registrar of Joint Stock Companies  appointed
     under the Act and includes the Deputy Registrar or any person authorized by
     the  Governor  in  Council to perform  the duties of the  Registrar  in the
     absence of the Registrar;

     (g) "month" means calendar month;

     (h) "in writing" and "written"  includes  printing,  lithography  and other
     modes of representing or reproducing words in visible form;

     (i) "these  Articles"  and  "these  presents"  include  these  Articles  of
     Association and all amendments thereto;

     (j) "reporting  company" and "reporting  issuer" shall have the meanings as
     set out in Section 2 of the Act;

     (k) "Secretary"  includes any person appointed to perform the duties of the
     Secretary temporarily;

     (l) "special resolution" means, in relation to the Company, notwithstanding
     the  provisions  of the Act, a resolution  passed by a majority of not less
     that three  fourths of such members of the Company  entitled to vote as are
     present in person or by proxy at a general  meeting of the Company of which
     notice  specifying  the  intention to propose the  resolution  as a special
     resolution has been duly given;

     (m)  "subsidiary"  for  purposes of these  Articles a body  corporate  is a
     subsidiary of another body corporate if:

          (I)  it is controlled by

               (i)  that other body corporate;

               (ii) that other body  corporate and one or more bodies  corporate
                    each of which is controlled by that other body corporate, or

               (iii)two or more bodies  corporate each of which is controlled by
                    that other body corporate; or

          (II) it is a subsidiary  of a body  corporate  that is a subsidiary of
               that other body corporate.

     (n) "proxyholder" includes an alternate proxyholder;

     (o)  "Privatization  Act" means the Nova Scotia  Power  Privatization  Act,
     S.N.S., 1992, c.8 - and all amendments thereto;

     (p) "Reorganization Act" means the Nova Scotia Power Reorganization  (1998)
     Act, S.N.S., 1998, c.19 - and all amendments thereto;

     (q) words  importing the singular number only include the plural number and
     vice versa;

     (r) words importing the masculine gender only include the feminine gender;

     (s) words importing persons include corporations.

2. The  regulations  appearing in Table A in the First Schedule to the Act shall
not apply to the Company.

3. The  Directors  may enter into and carry into  effect or adopt and carry into
effect any agreement or agreements made in connection with the reorganization of
the  Company  pursuant  to the  Reorganization  Act on behalf of the Company and
shall  have  full  power to agree to any  modification  in the terms of any such
agreement or agreements, either before or after their execution.

4. The  Directors  may,  out of any  moneys  of the  Company,  pay all  expenses
incurred for the formation and reorganization of the Company.

5. The business of the Company may be commenced as soon as the  Directors  think
fit.

6. The head office,  registered  office and principal  executive  offices of the
Company shall be situated in the Province of Nova Scotia.

                                     SHARES

7. The  Directors  shall  control the shares and,  subject to the  provisions of
these  Articles and the  Reorganization  Act, may allot or otherwise  dispose of
them to such  persons  at such  times,  on such terms and  conditions,  for such
consideration and either at a premium or at par as they think fit.

8. The Directors may pay on behalf of the Company a reasonable commission to any
person in  consideration  of that person  subscribing  or agreeing to  subscribe
(whether  absolutely  or  conditionally)  for  any  shares  in the  Company,  or
procuring or agreeing to procure subscriptions (whether absolute or conditional)
for any shares in the Company.  The  commission may be paid or satisfied in cash
or in shares, debentures or debenture stock of the Company.

9. On the issue of shares the  Company may  arrange  among the  holders  thereof
differences in the calls to be paid and in the times for their payment.

10.  If the  whole or part of the  allotment  price  of any  shares  is,  by the
conditions of their  allotment,  payable in  instalments,  every such instalment
shall, when due, be payable to the Company by the person who is at such time the
registered holder of the shares.

11. Shares may be  registered in the names of joint holders not exceeding  three
in number.

12. The joint  holders of a share shall be severally  as well as jointly  liable
for the payment of all  instalments  and calls due in respect of such share.  On
the death of one or more joint  holders of shares the  survivor or  survivors of
them shall alone be recognized by the Company as having title to the shares.

13. Save as herein  otherwise  provided,  the Company shall be entitled to treat
the registered holder of any share as the absolute owner thereof and accordingly
shall not, except as ordered by a court of competent jurisdiction or required by
statute,  be bound to recognize  any  equitable or other claim to or interest in
such share on the part of any other person.

                                  CERTIFICATES

14.  Certificates  of title to shares shall be in such form as the Directors may
from time to time approve.

15.  Certificates  of title to shares  shall be signed (i) by the  President,  a
Vice-President or a Director, and (ii) by the Secretary,  an Assistant Secretary
or such other persons as the Directors may authorize  and, if the Directors have
appointed a transfer  agent for the Company,  (iii) by an authorized  officer of
such transfer agent. The signature of the President or Vice-President  and, if a
transfer agent has been appointed,  of the Secretary or Assistant  Secretary may
be engraved, lithographed or printed upon the certificates or any one or more of
them and all such  certificates,  when  signed by the  Secretary,  an  Assistant
Secretary, such other person as the Directors authorize, or, if a transfer agent
has been appointed, an authorized officer of such transfer agent, shall be valid
and binding upon the Company. If the Company has appointed only one Director and
officer,  share  certificates  shall be  signed by that  Director  alone as sole
Director.

16.  Subject  to any  regulations  made  at any  time  by  the  Directors,  each
shareholder may have title to the shares  registered in the  shareholder's  name
evidenced by any number of  certificates  so long as the aggregate of the shares
stipulated  in  such  certificates  equals  the  aggregate   registered  in  the
shareholder's name.

17. Where shares are registered in the names of two or more persons, the Company
shall  not  be  bound  to  issue  more  than  one  certificate  or  one  set  of
certificates,  and such certificate or set of certificates shall be delivered to
the person first named on the register.

18. Any  certificate  that has become  worn,  damaged or defaced  may,  upon its
surrender to the Directors, be cancelled and replaced by a new certificate.  Any
certificate  that has become  lost or  destroyed  may also be  replaced by a new
certificate  upon proof of such loss or destruction to the  satisfaction  of the
Directors and the furnishing to the Company of such undertakings of indemnity as
the Directors deem adequate.

19. The sum of one dollar or such other sum as the  Directors  from time to time
determine  shall be paid to the  Company  for every  certificate  other than the
first certificate issued to any holder in respect of any share or shares.

20. The Directors  may cause one or more branch  registers of members to be kept
in any place or places, whether inside or outside of Nova Scotia.

                                      CALLS

21. The  Directors  may from time to time make such calls as they think fit upon
the  shareholders  in respect of all  monies  unpaid on the shares  held by them
respectively and not made payable at fixed times by the conditions on which such
shares were allotted and each shareholder  shall pay the amount of every call so
made on him or her to the persons and at the times and places  appointed  by the
Directors. A call may be made payable by instalments.

22. A call shall be deemed to have been made at the time when the  resolution of
the Directors authorizing such call was passed.

23. At least fourteen  days' notice of any call shall be given,  and such notice
shall specify the time and place at which and the person to whom such call shall
be paid.

24. If the sum  payable in respect of any call or  instalment  is not paid on or
before the day appointed for the payment thereof,  the holder for the time being
of the share in respect of which the call has been made or the instalment is due
shall pay interest on such call or  instalment at the rate of fifteen per centum
per annum  from the day  appointed  for the  payment  thereof  up to the time of
actual payment.

25. At the trial or hearing of any action for the  recovery of any money due for
any call, it shall be sufficient to prove that the name of the shareholder  sued
is entered on the  register  as the holder or one of the holders of the share or
shares in respect of which such debt  accrued,  that the  resolution  making the
call is duly  recorded  in the minute book and that notice of such call was duly
given to the shareholder  sued in pursuance of these  Articles.  It shall not be
necessary to prove the  appointment  of the  Directors who made such call or any
other  matters  whatsoever  and the  proof of the  matters  stipulated  shall be
conclusive evidence of the debt.

26. The Directors may, if they think fit,  receive from any shareholder  willing
to  advance  it all or any  part  of the  monies  due  upon  shares  held by the
shareholder  beyond the sums actually called for; and upon the monies so paid or
satisfied  in advance or so much thereof as from time to time exceeds the amount
of the calls then made upon the shares in respect of which such advance has been
made the Company may pay interest at such rate, not exceeding fifteen per centum
per annum, as the shareholder paying such sum in advance and the Directors agree
upon, or the Directors may agree with such  shareholder that the shareholder may
participate in profits upon the amount so paid or satisfied in advance.

                              FORFEITURE OF SHARES

27. If any shareholder  fails to pay any call or instalment on or before the day
appointed for payment,  the Directors may at any time thereafter  while the call
or instalment  remains unpaid serve a notice on such  shareholder  requiring the
shareholder  to pay the call or  instalment  together with any interest that may
have  accrued  and all  expenses  that may have been  incurred by the Company by
reason of such non-payment.

28. The notice  shall  name a day (not being less than  fourteen  days after the
date  of the  notice)  and a  place  or  places  on and at  which  such  call or
instalment  and such interest and expenses are to be paid. The notice shall also
state that, in the event of non-payment on or before the day and at the place or
one of the places so named,  the shares in respect of which the call was made or
instalment is payable will be liable to be forfeited.

29. If the  requirements of any such notice are not complied with, any shares in
respect of which such notice has been given may at any time  thereafter,  before
payment  of all calls or  instalments,  interest  and  expenses  due in  respect
thereof,  be  forfeited by a resolution  of the  Directors to that effect.  Such
forfeiture  shall  include all  dividends  declared in respect of the  forfeited
shares and not actually paid before the forfeiture.

30.  When any share has been so  forfeited,  notice of the  resolution  shall be
given  to the  shareholder  in  whose  name it  stood  immediately  prior to the
forfeiture and an entry of the forfeiture shall be made in the register.

31. Any share so  forfeited  shall be deemed the property of the Company and the
Directors may sell,  re-allot or otherwise  dispose of it in such manner as they
think fit.

32.  Directors  may at any time  before  any share so  forfeited  has been sold,
re-allotted  or otherwise  disposed of, annul the  forfeiture  thereof upon such
conditions as they think fit.

33. Any  shareholder  whose shares have been  forfeited  shall  nevertheless  be
liable to pay and shall  forthwith  pay to the Company  all calls,  instalments,
interest and expenses owing upon or in respect of such shares at the time of the
forfeiture  together with  interest  thereon at the rate of fifteen per cent per
annum from the time of forfeiture until payment.  The Directors may enforce such
payment if they think fit, but are under no obligation to do so.

34. A  certificate  in writing  under the hand of the  Secretary  stating that a
share has been duly forfeited on a specified date in pursuance of these Articles
and the time when it was  forfeited  shall be  conclusive  evidence of the facts
therein  stated as against all persons who would have been entitled to the share
but for such forfeiture.

                                 LIEN ON SHARES

35. The Company  shall have a first and  paramount  lien upon all shares  (other
than fully paid up shares)  registered in the name of each shareholder  (whether
solely or jointly with  others) and upon the proceeds  from the sale thereof for
the debts,  liabilities  and other  engagements  of the  shareholder,  solely or
jointly with any other person, to or with the Company, whether or not the period
for the payment,  fulfilment or discharge thereof has actually arrived, and such
lien shall extend to all dividends from time to time declared in respect of such
shares.  Unless otherwise agreed, the registration of a transfer of shares shall
operate as a waiver of any lien of the Company on such shares.

36. For the purpose of  enforcing  such lien the  Directors  may sell the shares
subject to the lien in such manner as they think fit;  but no sale shall be made
until the  period  for the  payment,  fulfilment  or  discharge  of such  debts,
liabilities or other engagements has arrived, and until notice in writing of the
intention to sell has been given to such  shareholder,  or to the  shareholder's
executors or administrators  and default has been made by the shareholder or the
executors or administrators  in such payment,  fulfilment or discharge for seven
days after such notice.

37. The net  proceeds  of any such sale after the  payment of all costs shall be
applied in or towards the satisfaction of such debts, liabilities or engagements
and  the  residue,  if  any,  paid  to  such  shareholder  or the  shareholder's
executors, administrators or assigns.

                                VALIDITY OF SALES

38.  Upon any sale after  forfeiture  or the  enforcing  of a lien in  purported
exercise  of the powers  given by these  Articles  the  Directors  may cause the
purchaser's  name to be entered in the  register in respect of the shares  sold,
and the purchaser shall not be bound to see to the regularity of the proceedings
or to the application of the purchase money,  and after the purchaser's name has
been  entered in the register in respect of such shares the validity of the sale
shall not be impeached  by any person and the remedy of any person  aggrieved by
the sale shall be in damages only and against the Company exclusively.

                               TRANSFER OF SHARES

39. The  instrument  of transfer of any share in the Company  shall be signed by
the  transferor.  The  transferor  shall be deemed to remain  the holder of such
share  until the name of the  transferee  is entered in the  register in respect
thereof and shall be entitled to receive any dividend  declared  thereon  before
the registration of the transfer.

40. The instrument of transfer of any share shall be in writing in the following
form or as near thereto as circumstances will permit:

     For value received I (we) assign and transfer unto

     --------------------------------------------------
     Please insert social  insurance  number or other tax identifying  number of
     assignee

     --------------------------------------------------

     --------------------------------------------------
     Please print name and address including postal code of assignee
     __________ shares of the Company represented by this certificate.

     Date ________________________
                                     Signature _________________________________

     SIGNATURE  GUARANTEE:  The signature  must be  guaranteed by a bank,  trust
     company or a member of a  recognized  stock  exchange  whose  signature  is
     acceptable to the Transfer Agent.

41.  The  Directors  may,  without  assigning  any reason  therefor,  decline to
register  any transfer of shares not fully paid up or upon which the Company has
a lien.

42. Every  instrument of transfer  shall be left at the office of the Company or
its  transfer  agent  where the  principal  or a branch  register  of members is
maintained for  registration  together with the  certificate of the shares to be
transferred  and such other  evidence  as the  Company  may require to prove the
title of the transferor or the right of the transferor to transfer the shares.

43. A fee not  exceeding  Five Dollars  ($5.00) may be charged for each transfer
and shall, if required by the Directors, be paid before its registration.

44. Every instrument of transfer shall,  after its  registration,  remain in the
custody of the Company.

45. Any  instrument of transfer that the  Directors  decline to register  shall,
except in case of fraud, be returned to the person who deposited it.

                             TRANSMISSION OF SHARES

46. The  executors  or  administrators  of a deceased  member  (not being one of
several joint  holders)  shall be the only persons  recognized by the Company as
having any title to the shares  registered  in the name of such  member.  When a
share is registered in the names of two or more joint  holders,  the survivor or
survivors or the executors or administrators of the deceased survivor,  shall be
the only persons  recognized  by the Company as having any title to, or interest
in, such share.

47.  Notwithstanding  anything  in these  Articles,  if the Company has only one
member,  not being one of several  joint  holders,  and that  member  dies,  the
executors  or  administrators  of such  deceased  member  shall be  entitled  to
register  themselves  in the register of members as the holders of such deceased
member's share  whereupon they shall have all the rights given by these Articles
and law to members.

48.  Any  person  becoming  entitled  to shares in  consequence  of the death or
bankruptcy  of any member or in any way other than by allotment or transfer upon
producing such evidence of being  entitled to act in the capacity  claimed or of
such person's title to the shares as the Directors think  sufficient,  may, with
the consent of the  Directors,  (which they shall not be under any obligation to
give) be registered as a member in respect of such shares, or may, without being
registered,  transfer such shares  subject to the  provisions of these  Articles
respecting the transfer of shares.

49.  The  Directors  shall  have the same  right to refuse to  register a person
entitled by  transmission  to any shares,  or that person's  nominee,  as if the
person  were  the  transferee  named  in  an  ordinary  transfer  presented  for
registration.

                             STATED CAPITAL ACCOUNTS

50. Notwithstanding anything contained in the Act:

     (a) The Company shall maintain a separate  stated capital  account for each
     class and series of shares it issues;

     (b) The Company shall add to the  appropriate  stated  capital  account the
     full amount of any consideration it receives for any shares it issues;

     (c)  Notwithstanding  paragraph  (b) of this  Article 50, where the Company
     issues shares in exchange for

          (i) property of a person who  immediately  before the exchange did not
          deal with the Company at arm's length  within the meaning of that term
          in the Income Tax Act (Canada), or

          (ii) shares of a body corporate that  immediately  before the exchange
          or that,  because of the  exchange,  did not deal with the  Company at
          arm's  length  within  the  meaning of that term in the Income Tax Act
          (Canada),

     the Company may,  subject to  paragraph  (d) of this Article 50, add to the
     stated capital accounts  maintained for the shares of the classes or series
     issued the whole or any part of the amount of the consideration it received
     in the exchange;

     (d) On the issue of a share the Company  shall not add to a stated  capital
     account in respect of the share it issues an amount greater than the amount
     of the consideration it received for the share.

                                  RECORD DATES

51. Notwithstanding anything contained in the Act:

     (a) For the purpose of determining shareholders:

          (i) entitled to receive payment of a dividend;

          (ii) entitled to participate in a liquidation distribution; or

          (iii) for any other purpose  except the right to receive  notice of or
          to vote at a meeting,

          the  Directors  may fix in advance a date as the record  date for such
          determination of shareholders,  but such record date shall not precede
          by more than fifty days the particular action to be taken;

          (b) For the purpose of  determining  shareholders  entitled to receive
          notice of a meeting of shareholders,  the Directors may fix in advance
          a date as the record date for such determination of shareholders,  but
          such  record date shall not precede by more than fifty days or by less
          than twenty-one days the date on which the meeting is to be held;

          (c) If no record date is fixed,

               (i)  the  record  date  for  the  determination  of  shareholders
               entitled to receive notice of a meeting of shareholders shall be

                    (A)  at  the  close  of  business  on  the  day  immediately
                    preceding the day on which the notice is given; or

                    (B) if no notice is given,  the day on which the  meeting is
                    held; and

               (ii) the record date for the  determination  of shareholders  for
               any  purpose  other than to  establish a  shareholder's  right to
               receive  notice of a meeting  or to vote shall be at the close of
               business on the day on which the  Directors  pass the  resolution
               relating thereto;

          (d) If a record  date is fixed,  unless  notice of the record  date is
          waived in  writing  by every  holder of a share of the class or series
          affected  whose  name  is set  out in the  Register  at the  close  of
          business on the day the directors fix the record date,  notice thereof
          shall, not less than seven days before the date so fixed, be given

               (i) by advertisement  in a newspaper  published or distributed in
               the place where the corporation has its registered  office and in
               each  place in Canada  where it has a  transfer  agent or where a
               transfer of its shares may be recorded; and

               (ii) by written  notice to each stock exchange in Canada on which
               the shares of the Company are listed for trading.

                              REDUCTION OF CAPITAL

52.  Subject to the  rights,  if any,  of the  holders of shares of any class or
series of shares to vote  separately as a class or series  thereon,  the Company
may, from time to time, by special  resolution  reduce its share capital and any
capital  redemption  reserve  fund in any  way,  and  having  done so  shall  in
accordance with the Act seek an order of the Court confirming such reduction.

                              REDEMPTION OF SHARES

53. Subject to the provisions of the Act from time to time in force, the Company
may redeem, purchase or otherwise acquire shares issued by it. The Directors may
determine the manner and terms for redeeming,  purchasing or otherwise acquiring
such  shares and may from time to time  provide a sinking  fund on such terms as
they think fit for the  redemption,  purchase  or  acquisition  of such  shares.
Preference  shares which by their provisions may be redeemed or purchased by the
Company shall be redeemed subject to such provisions.

                     MODIFICATION OF RIGHTS OF SHAREHOLDERS

54. The rights,  privileges,  restrictions and conditions attached to a class or
series  of  shares  may be added  to,  changed  or  removed  only with the prior
approval  of the holders of the issued  shares of that class or series  given as
specified herein, in addition to any vote or authorization  required by law. Any
approval of the holders of the shares with  respect to the  modification  of the
rights,  privileges,  restrictions and conditions  attached to the shares may be
given in such  manner  as may then be  required  by law,  subject  to a  minimum
requirement  that such approval be given either (i) by resolution  signed by all
the holders of the issued and outstanding shares of the class or series, or (ii)
passed by the affirmative  vote of at least  two-thirds of the votes cast by the
holders of the shares  who voted in respect of that  resolution  at a meeting of
the holders of the shares  duly called for that  purpose at which the holders of
at least fifty percent (50%) of the  outstanding  shares of that class or series
are present in person or represented by proxy, or, if such quorum is not present
at such  meeting,  at an  adjournment  thereof at which the holders of shares of
that  class or series  then  present  in person or  represented  by proxy  shall
constitute  a quorum for all  purposes.  The  formalities  to be  observed  with
respect to proxies,  the giving of notice,  voting,  and the conduct of any such
meeting or any adjourned  meeting shall be those from time to time prescribed by
these  articles  or  otherwise  prescribed  by law with  respect to  meetings of
shareholders. Notwithstanding the foregoing, the holders of shares of a class or
of a series are not entitled to vote separately as a class or series and are not
entitled to dissent, upon a proposal to amend the articles to,

     (a) increase or decrease any maximum  number of  authorized  shares of such
     class or series,  or increase any maximum number of authorized  shares of a
     class or series having rights or privileges equal or superior to the shares
     of such class or series;

     (b) effect an exchange,  reclassification or cancellation of all or part of
     the shares of such class or series; or

     (c) create a new class or series of shares  equal or superior to the shares
     of such class or series.

     This  Article  shall not be deemed by  implication  to limit,  restrict  or
curtail the power of  modification  which the Company would have if this Article
were omitted.

                               SURRENDER OF SHARES

55. The  Directors may accept the surrender of any share by way of compromise of
any question as to the holder being properly registered in respect thereof.  Any
share so surrendered may be disposed of in the same manner as a forfeited share.

                     BORROWING POWERS AND POWER OF GUARANTEE

56.  The  Directors  on  behalf  of the  Company  may from time to time in their
discretion:

     (a) raise or borrow money for the purposes of the Company or any of them;

     (b)  secure,  subject  to  compliance  with  Section  102 of the  Act,  the
     repayment  of moneys so raised or  borrowed  in such  manner  and upon such
     terms and  conditions  in all respects as they think fit, and in particular
     by the  execution  and  delivery  of  mortgages  of the  Company's  real or
     personal property, or by the issue of bonds,  debentures or debenture stock
     of the Company  secured by mortgage or other charge upon all or any part of
     the  property  of the  Company,  both  present and  future,  including  its
     uncalled capital for the time being;

     (c) sign or endorse bills,  notes,  acceptances,  cheques,  contracts,  and
     other  evidence of or securities  for money  borrowed or to be borrowed for
     the purposes aforesaid;

     (d) pledge debentures as security for loans.

57. Bonds, debentures and other securities may be made assignable, free from any
equities between the Company and the person to whom such securities were issued.

58. Any bonds,  debentures  and other  securities  may be issued at a  discount,
premium or otherwise and with special  privileges as to  redemption,  surrender,
drawings,  allotment of shares,  attending and voting at general meetings of the
Company, appointment of Directors and other matters.

59. The Directors may, from time to time and in their discretion:

     (a)  guarantee  on behalf of the Company the  performance  of  liabilities,
     contracts  and  loans of any kind  whatsoever,  and give any  postponements
     required in connection with such a guarantee; and

     (b) delegate authority to such officers and Directors of the Company and on
     such  terms and  conditions  as they,  in their sole  discretion  determine
     appropriate,  to provide  guarantees on behalf of the Company as set out in
     the preceding sub-paragraph including to give any postponements required in
     connection with such guarantees.

                                    MEETINGS

60. Ordinary general meetings shall be held at least once in every calendar year
at such time and place as may be  determined by the Directors and not later than
fifteen months after the preceding ordinary general meeting.  All other meetings
of the Company shall be called special general meetings.

61. The Directors may whenever they think fit, convene a special general meeting
and they shall,  upon the requisition of members of the Company holding not less
than five  percent of the total voting  rights of all the members  having at the
date of the deposit of the  requisition  a right to vote at general  meetings of
the Company and in respect of whose shares all calls or other sums then due have
been  paid,  forthwith  proceed  to  convene a special  general  meeting  of the
Company, to be held at such time and place as the Directors determine.

62. The requisition shall state the objects of the meeting requested,  be signed
by the members making it and deposited at the registered  office of the Company.
It may consist of several  documents  in like form each signed by one or more of
the requisitionists.

63.  If the  Directors  do not  proceed  to cause a  meeting  to be held  within
twenty-one  days (21) days from the date that the  requisition  is so deposited,
the  requisitionists,  or a majority of them in value, may themselves  convene a
meeting,  provided  it is held  within  three (3)  months  after the date of the
deposit of the requisition.

64. At least twenty-one (21) days' notice of every general  meeting,  specifying
the place,  day and hour of the  meeting  and,  when  special  business is to be
considered,  the general nature of such business,  shall be given to the members
entitled to be present at such  meeting by notice given in  accordance  with the
provisions of these Articles.  Subject to any exemption  authorized  pursuant to
the Act, when the Company is a reporting issuer, it shall,  concurrently with or
prior to  sending  notice of a meeting of the  Company,  send a form of proxy to
each member who is entitled to receive  notice of the meeting.  With the consent
in writing of all the members entitled to vote at such meeting, a meeting may be
convened  by a shorter  notice and in any manner  they think fit,  or if all the
members  are  present at a meeting  either in person or by proxy,  notice of the
time, place and purpose of the meeting may be waived.

65. The accidental omission to give any such notice to any of the members or the
failure of any  shareholder  to receive  such notice  shall not  invalidate  any
resolution passed at any such meeting.

                         PROCEEDINGS AT GENERAL MEETINGS

66. The  business  of any  ordinary  general  meeting  shall be to  receive  and
consider the financial  statements of the Company,  the reports of the Directors
and Auditors,  to elect Directors in the place of those retiring and to transact
any other  business  which under these  Articles  ought to be  transacted  at an
ordinary general meeting.

67. No business  shall be  transacted at any general  meeting  unless the quorum
requisite is present at the commencement of the business.  A corporation that is
a member  of the  Company  and has a duly  authorized  agent  or  representative
present at any such  meeting  shall for the purpose of this Article be deemed to
be personally present at such meeting.

68. Three members, where there are more than two members, personally present and
entitled  to vote  shall be a quorum for a general  meeting  for the choice of a
chair and the adjournment of the meeting.  For all other purposes the quorum for
a general meeting shall be three members personally present and entitled to vote
and holding or  representing  by proxy not less than one-tenth in number of such
of the issued shares of the Company as confer upon the holders thereof the right
to vote at such meeting.

69. The Chair of the Board shall be entitled to take the chair at every  general
meeting  or, if there be no Chair of the Board,  or if the Chair of the Board is
not present  within  fifteen  minutes  after the time  appointed for holding the
meeting,  the President shall be entitled to take the chair. If the Chair or the
President is not present  within  fifteen  minutes after the time  appointed for
holding the meeting,  the members present  entitled to vote at the meeting shall
choose  another  Director  as Chair and, if no Director is present or if all the
Directors  present decline to take the chair,  then the members present entitled
to vote shall choose one of their number to be Chair.

70. If within half an hour from the time  appointed  for the meeting a quorum is
not present,  the meeting,  if it was convened  pursuant to a  requisition  made
pursuant to these Articles  shall be dissolved;  if it was convened in any other
way, it shall  stand  adjourned  to the same day, in the next week,  at the same
time and place.  If at such  adjourned  meeting a quorum is not  present,  those
members  entitled to vote who are present shall be a quorum and may transact the
business for which the meeting was called.

71. At any general  meeting a resolution  put to the meeting may be decided by a
show of hands if the vote is unanimous otherwise the resolution shall be decided
by a poll of the members  present in person or by proxy and  entitled to vote at
such meeting.

72. A poll  shall be taken at the  meeting  in such  manner  as the chair of the
meeting directs, and either at once or after an interval. The result of the poll
shall be deemed to be the resolution of the meeting at which the poll was taken.
When any dispute  occurs over the  admission or rejection of a vote, it shall be
resolved by the chair and such  determination  made in good faith shall be final
and conclusive.

73. When on any motion there is an equality of votes, the motion shall fail.

74. The chair of a general  meeting  may,  with the consent of a majority of the
members present,  adjourn the meeting from time to time and from place to place,
but no business  shall be  transacted  at any  adjourned  meeting other than the
business left unfinished at the meeting that was adjourned.

                                VOTES OF MEMBERS

75.  Subject  to  the  Reorganization  Act  and  Part  B of  these  Articles  of
Association and the provisions  applicable to any shares issued under conditions
limiting  or  excluding  the  rights of the  holders  thereof to vote at general
meetings,  every  member  present in person or by proxy  shall have one vote for
every share held by such member.  In computing the majority on a poll  reference
shall be had to the number of votes to which each  member is  entitled  by these
Articles.

76. Any person  entitled under Article 46 to transfer any shares may vote at any
general meeting in respect thereof in the same manner as if such person were the
registered  holder of such  shares so long as the person,  at least  forty-eight
hours before the time of holding the meeting or  adjourned  meeting at which the
person proposes to vote,  satisfies the Directors that such person has the right
to transfer such shares.

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

78.  Votes  may be cast  either  personally  or by  proxy  or,  in the case of a
corporation, by a representative duly authorized under the Act.

79. A member of  unsound  mind in  respect of whom an order has been made by any
court having  jurisdiction may vote by such member's guardian or other person in
the nature of a guardian  appointed by that court and any such guardian or other
person may vote by proxy.

80.  Subject to the Act, no member shall be entitled to be present or to vote on
any question,  either  personally or by proxy or as proxy for another member, at
any meeting or be  recognized  for the  purposes  of a quorum  while any call or
other sum is due and  payable to the  Company in respect of any of the shares of
such member.

                                     PROXIES

81. The provisions of the Act relating to proxies shall apply to the Company.

82. No  instrument  appointing  a proxy shall be valid after the  expiration  of
twelve months from the date of its execution.

83. A vote given in accordance with the terms of an instrument of proxy shall be
valid notwithstanding the previous death of the principal, the revocation of the
proxy,  or the  transfer  of the  share in  respect  of which the vote is given,
provided  no  intimation  in writing of the death,  revocation  or  transfer  is
received at the office of the Company  before the meeting or by the chair of the
meeting before the vote is given.

84. Every  instrument  of proxy,  whether for a specified  meeting or otherwise,
shall be in such form as the  Directors  may from time to time  determine and as
required by law.

                             RESOLUTIONS IN WRITING

85. A resolution, including a special resolution, in writing and signed by every
shareholder  who would be entitled to vote on the  resolution at a meeting is as
valid as if it were passed by such  shareholders  at a meeting and satisfied all
the  requirements  of  the  Act  and  these  Articles   respecting  meetings  of
shareholders.  A Resolution  so passed shall be deemed to constitute a waiver of
all notices  required to have been given for that  meeting.  The  signature of a
member who is a body corporate shall be evidenced by the signature of an Officer
or Officers, Director or Directors, or other person or persons authorized by the
body corporate.

                                    DIRECTORS

86.  Unless  otherwise  determined by general  meeting,  the number of Directors
shall be determined by the Board of Directors but shall not be less than ten nor
shall they be more than fifteen  provided however that the number of the members
of the Board of Directors of the Company who are  employees of the Company or of
a subsidiary or affiliate of the Company shall not exceed two.

87. The Directors  shall have power at any time from time to time to appoint any
other person as a Director so long as the total number of Directors  does not at
any time exceed the  maximum  number  permitted.  No such  appointment  shall be
effective unless two-thirds of the Directors concur in it.

88. The Directors  shall be paid out of the funds of the Company as remuneration
for  their  service  such  sums,  if any,  as the  Board  may from  time to time
determine and such remuneration  shall be divided among them in such proportions
and in such manner as the Directors determine.  Any remuneration so payable to a
Director  who is also an officer or employee of the Company or who is counsel or
solicitor to the Company or otherwise  serves it in a professional  capacity may
be in addition to the Director's  salary as an officer or  professional  fees as
the case may be. In  addition,  the Board  may by  resolution  from time to time
award special  remuneration  out of the funds of the Company to any Director who
performs or  undertakes  any special  work or service  for, or on behalf of, the
Company  outside the work or services  ordinarily  required of a Director of the
Company. The Directors shall also be reimbursed for their out of pocket expenses
incurred in attending Board, Committee or Shareholders' meetings or otherwise in
respect of the performance by them of their duties as the Board may from time to
time determine.  Notwithstanding Article 92, the Directors shall not be required
to declare their  interest in nor shall the Directors be prohibited  from voting
in respect of the  determination  of their  remuneration in accordance with this
Article.

89. The continuing  Directors may act notwithstanding any vacancy in their body,
but if the number of  Directors  fall below the  minimum  permitted  under these
Articles,  the Directors  shall not, except in emergencies or for the purpose of
filling up  vacancies,  act so long as the number is below the  minimum.  If the
number of Directors  falls below the quorum  requirement  under these  Articles,
nominees shall be proposed by the Nominating Committee for election at a meeting
of shareholders of the Company and called pursuant to the Companies Act.

90. A Director  may, in  conjunction  with the office of  Director,  and on such
terms as to  remuneration  and otherwise as the Directors  arrange or determine,
hold any other office or position in the Company or in any company in which this
Company is a shareholder or is otherwise interested.

91. The office of a Director shall ipso facto be vacated:

     (a) if such Director makes an assignment or is petitioned in Bankruptcy; or

     (b) if such  Director is found by a court of competent  jurisdiction  to be
     mentally incompetent or of unsound mind; or

     (c) if by notice in writing to the Company such Director resigns the office
     of Director; or

     (d) if such Director is removed by special resolution of the Company.

                        DIRECTORS' INTEREST IN CONTRACTS

92. No Director shall be disqualified from contracting with the Company,  either
as vendor, purchaser, or otherwise, nor shall any such contract, or any contract
or  arrangement  entered  into or proposed to be entered into by or on behalf of
the Company in which any Director is in any way  interested,  either directly or
indirectly,  be  avoided,  nor shall any  Director  so  contracting  or being so
interested  be liable to account to the Company  for any profit  realized by any
such contract or arrangement by reason only of such Director holding office as a
Director  of the  Company  or of the  fiduciary  relation  thereby  established.
However, the existence and nature of the Director's interest must be declared by
such Director at a meeting of the Directors of the Company  unless the contract,
arrangement or transaction is one involving the fixing of  remuneration  payable
to the  Directors  in their  capacity  as  Directors  (herein  referred to as an
"Excluded  Transaction").  In the case of a proposed  contract  or  transaction,
other  than an  Excluded  Transaction,  any  Director  with an  interest  in the
contract  or  transaction  shall  declare the  interest of such  Director at the
meeting of Directors at which the matter is first taken into  consideration,  or
if the  Director  was not then  interested,  at the next  meeting held after the
Director  became so  interested.  A general  notice given to the  Directors by a
Director that the Director is a member, shareholder or director of any specified
firm or company  and is to be  regarded  as  interested  in any  transaction  or
contract  with  such  firm  or  company  shall  be  deemed  to  be a  sufficient
declaration under this Article and no further or other notice shall be required.
No Director  shall as a Director vote in respect of any contract or  arrangement
in which the Director is so  interested,  and if the Director does so vote,  the
vote  shall  not be  counted.  This  prohibition  may at any  time or  times  be
suspended  or relaxed to any extent by a general  meeting and shall not apply to
any  contract  or  arrangement  by or on  behalf of the  Company  to give to the
Directors or any of them any remuneration  payable to the Directors as such, any
security for advances or by way of indemnity.

                              ELECTION OF DIRECTORS

93. Subject to the next following  Article,  at the  dissolution of every annual
ordinary  general  meeting  all the  Directors  shall  retire from office and be
succeeded by the Directors elected at such meeting.  Retiring Directors shall be
eligible for re-election at such meeting.

94. If at any ordinary  general  meeting at which an election of Directors ought
to take place no such election takes place, or if no ordinary general meeting is
held in any year or period of years,  the retiring  Directors  shall continue in
office until their successors are elected and a general meeting for that purpose
may on notice be held at any time.

95. The Company in general  meeting may from time to time increase or reduce the
number of Directors and may determine or alter their qualification.

96. The  Company  may, by special  resolution,  remove any  Director  before the
expiration  of the period of office and appoint  another  person in their stead.
The person so appointed  shall hold office during such time only as the Director
in whose place the person is  appointed  would have held office if the  Director
had not been removed.

97. If at any  time,  a  vacancy  occurs on the Board as a result of a  Director
ceasing to be a Director,  the Board of Directors shall fill such vacancy, after
receiving a recommendation from the nominating committee,  by the appointment as
a Director of an individual who meets the requirements of Article 123.

                               CHAIR OF THE BOARD

98. At the first meeting of the Directors of the Company  following each general
election of Directors by the Shareholders of the Company at an annual meeting of
Shareholders, the Directors shall appoint a Chair of the Board from their number
who is not an employee of the Company or of any  subsidiary  or affiliate of the
Company.  The Chair of the Board shall  perform  such  duties and  receive  such
special remuneration as the Board may from time to time provide.

                          PRESIDENT AND VICE-PRESIDENT

99.  (a) The  Directors  shall  elect from their  number  the  President  of the
     Company and may determine the period for which he or she is to hold office.
     The President shall be the Chief Executive Officer of the Company and shall
     have general  supervision  of the business of the Company and shall perform
     such  duties  as may be  assigned  to him or her  from  time to time by the
     Board.

     (b) The Directors may also appoint Vice-Presidents and determine the period
     for which they are to hold office. A Vice-President  need not be a Director
     and any Vice-President  shall, at the request of the President or the Board
     and  subject  to the  directions  of the Board,  perform  the duties of the
     President during the absence, illness or incapacity of the President.

                             PROCEEDING OF DIRECTORS

100. The Directors  may meet together for the dispatch of business,  adjourn and
otherwise  regulate their meetings and  proceedings as they think fit,  provided
that no business  shall be transacted  unless there is a quorum.  A quorum for a
meeting of the Board of Directors shall be a majority of the Directors.

101.  Meetings of Directors may be held either within or without the Province of
Nova Scotia and the Directors may from time to time make  arrangements  relating
to the time and place of holding  Directors'  meetings,  the notices to be given
for such meetings and what meetings may be held without notice. Unless otherwise
provided by such arrangements:

     (1) A  meeting  of  Directors  may be held at the  close of every  ordinary
     general meeting of the Company without notice.

     (2)  Notice  of  every  other  Directors'  meeting  may be in  writing  and
     delivered  by personal  delivery,  telex or  facsimile  or mailed or may be
     given by  telephone to each  Director  before the meeting is to take place.
     Such  notice  shall be  delivered,  mailed or given by  telephone  at least
     forty-eight hours before the time fixed for the meeting.

     (3) A meeting of  Directors  may be held without  formal  notice if all the
     Directors  are present or if those  absent have  signified  their assent to
     such meeting or their consent to the business transacted at such meeting.

     (4) The accidental omission to give any such notice to any of the Directors
     or the failure of any director to receive such notice shall not  invalidate
     any resolution passed at any such meeting.

102. A Director  may  participate  in meetings of the Board and in meetings of a
Committee  of the  Board  by  means of such  telephone  or other  communications
facilities  as permit all persons  participating  in such a meeting to hear each
other and a  Director  participating  by such  means  will be  considered  to be
present at the meeting.

103. The  President or any other  Director may at any time,  and the  Secretary,
upon the request of the President or any other Director,  shall summon a meeting
of the Directors to be held at the Registered  Office of the Company.  The Chair
of the Board or a majority  of the Board may at any time  summon a meeting to be
held elsewhere.

104.  Questions  arising  at any  meeting  of  Directors  shall be  decided by a
majority of votes and when, on any motion before the Board, there is an equality
of votes, the motion shall fail.

105. If no Chair of the Board is elected,  or if at any meeting of Directors the
Chair is not present within fifteen minutes after the time appointed for holding
the meeting, the President shall preside. If neither the Chair nor the President
is present at such time,  the  Directors  present shall choose some one of their
number to chair the meeting.

106. A meeting of the  Directors at which a quorum is present shall be competent
to exercise all or any of the  authorities,  powers and discretions for the time
being vested in or exercisable by the Directors generally.

107. The Directors may delegate any of their powers to committees  consisting of
such number of members of their body as they think fit. Any  committee so formed
shall in the exercise of the powers so delegated conform to any regulations that
may be  imposed  on them by the  Directors  or by  these  Articles.  At  least a
majority of members of any  committee of Directors  appointed by the Board shall
be  Directors  who are not  employees  of the  Company or of any  subsidiary  or
affiliate of the Company.

108. The meetings and  proceedings  of any such  committee  consisting of two or
more members shall be governed by the provisions contained in these Articles for
regulating  the meetings and  proceedings  of the Directors  insofar as they are
applicable and are not superseded by any regulations made by the Directors.

109.  All  acts  done at any  meeting  of the  Directors  or of a  committee  of
Directors or by any person acting as a Director shall,  notwithstanding  that it
is afterwards  discovered  that there was some defect in the  appointment of the
Directors or persons so acting,  or that they or any of them were  disqualified,
be as valid as if every such person had been duly appointed and was qualified to
be a Director.

110. A resolution in writing  signed by all the Directors  shall be as valid and
effectual as if it had been passed at a meeting of the Directors duly called and
constituted.  A Resolution so effected shall be deemed to constitute a waiver of
any notice  required under these Articles or the Act to have been given for such
a meeting.

                               EXECUTIVE COMMITTEE

111.  The Board  may  establish  an  Executive  Committee  of not less than five
Directors made up as follows:

     (a) The chief  executive  officer of the Company,  or, if no officer of the
     Company is designated as chief executive officer, the most senior executive
     officer of the Company as determined by the Directors; and

     (b) The balance being  Directors who are not employees of the Company or of
     a subsidiary or affiliate of the Company.

The Executive  Committee shall  generally  perform such duties and exercise such
powers as may be directed or delegated to such committee by the Board.

112. At least three members of the Executive  Committee  shall be present at all
meetings to constitute a quorum for the transaction of business.

113.  Any member of the  Executive  Committee  may be removed or replaced at any
time by the Board and  shall at any time  cease to be a member of the  Executive
Committee upon ceasing to be a Director.  Subject to the foregoing,  each member
of the  Executive  Committee  shall hold  office as such  until the next  annual
meeting of shareholders after the member's appointment to the committee.

114. The Executive Committee shall choose one of its own members to be its Chair
and the  Secretary  of the  Company  shall  be the  Secretary  of the  Executive
Committee.

115. The times of and places where meetings of the Executive  Committee shall be
held and the calling of and procedure at such meetings, shall be determined from
time to time by the Executive Committee.

116.  The  Directors  may  from  time to time  entrust  to and  confer  upon the
Executive  Committee  such  powers  exercisable  under  these  Articles  by  the
Directors as they think fit, and may confer such powers for such time, and to be
exercised for such objects and purposes and upon such terms and conditions,  and
with such restrictions as they think expedient;  and they may confer such powers
either  collaterally  with, or to the exclusion of, and in substitution for, all
or any of the powers of the Directors in that behalf;  and may from time to time
revoke, withdraw, alter or vary all or any of such powers.

117. The Executive  Committee  shall keep regular minutes of its proceedings and
report to the Board as required.

                                 AUDIT COMMITTEE

118. (a) The Board shall appoint  annually from among its members a committee to
     be known as the Audit  Committee  to be  composed  of not less  than  three
     directors,  none  of whom  shall  be  employees  of the  Company  or of any
     subsidiary or affiliate of the Company.  Two members of the audit committee
     shall constitute a quorum.

     (b) Any member of the Audit  Committee  may be removed or  replaced  at any
     time by the Board  and shall at any time  cease to be a member of the Audit
     Committee  upon ceasing to be a director.  Subject to the  foregoing,  each
     member of the Audit  Committee  shall  hold  office as such  until the next
     annual  meeting  of  shareholders  after the  member's  appointment  to the
     Committee.

119. The Audit Committee shall:

     (a) review the  financial  statements  of the Company  before the financial
     statements are approved by the Directors;

     (b) ensure that appropriate internal control procedures are in place;

     (c) review such  investments and  transactions  that could adversely affect
     the  well-being of the Company as the auditor or any officer of the Company
     may bring to the attention of the committee;

     (d)  meet  with  the  auditor  to  discuss  the  financial  statements  and
     transactions referred to in this Article;

     (e) meet with the chief internal auditor of the Company,  or the officer or
     employee of the Company acting in a similar  capacity,  and with management
     of the  Company,  to discuss  the  effectiveness  of the  internal  control
     procedures established for the Company; and

     (f) generally  perform such other duties and exercise such powers as may be
     directed or delegated to such committee by the Board.

120. The members of the Audit  Committee shall have the right for the purpose of
performing  their duties of inspecting  all the books and records of the Company
and its affiliates  and of discussing  such accounts and records and any matters
relating to the financial position of the Company with the officers and auditors
of the Company and its affiliates.

121. The Audit Committee shall choose one of its own members to be its Chair and
the Secretary of the Company shall be the Secretary of the Audit Committee.

122. (a) The times of and places where meetings of the Audit  Committee shall be
     held and the calling of and procedure at such meetings  shall be determined
     from time to time by the Audit Committee.  The auditor of the Company shall
     be given  notice  of every  meeting  of the  Audit  Committee  and shall be
     permitted to attend and be heard at the meeting on matters  relating to the
     auditor's duties as auditor.

     (b) The Audit  Committee  shall keep regular minutes of its proceedings and
     report to the Board as required.

                              NOMINATING COMMITTEE

123. (a) The Board shall appoint  annually from among its members,  a Nominating
     Committee  consisting of three  Directors and each member of the Nominating
     Committee  shall be neither an employee of the Company or of any subsidiary
     or affiliate of the Company nor the Chair of the Board.

     (b) Not later than sixty days prior to each annual meeting of  shareholders
     of the Company,  the  Nominating  Committee will provide the Company with a
     list of nominees for election as Directors to be included in the  Company's
     management proxy circular for that meeting.

     (c) The nominating committee will include in its list of nominees:

          (i) The chief  executive  officer of the  Company  and may include one
          other senior  executive of the Company as determined by the Nominating
          Committee; and

          (ii)  Individuals  who in the  reasonable  opinion  of the  Nominating
          Committee:

               (A)  other  than  as  expressly   authorized   by  the  preceding
               subparagraph  (i),  are not  employees  of the  Company or of any
               subsidiary or affiliate of the Company; and

               (B) have not reached seventy (70) years of age.

     (d) A majority of the members of the Nominating  Committee shall constitute
     a quorum.

     (e) All of the nominees to be included in the Nominating  Committee's  list
     of nominees  referred to in Article 123(c) shall be individuals who, in the
     reasonable opinion of the Nominating  Committee,  shall have the ability to
     contribute to the broad range of issues with which the Directors  must deal
     and who are able to devote the time  necessary  to  prepare  for and attend
     meetings  of the Board  and  committees  of the Board to which  they may be
     appointed.

                 MANAGEMENT RESOURCES AND COMPENSATION COMMITTEE

124. (a) The Board shall  appoint  annually  from among its members a Management
     Resources  and  Compensation  Committee  composed  of not less  than  three
     Directors  to make  recommendations  from  time to  time  to the  Board  of
     Directors  with respect to the  remuneration  of senior  management  of the
     Company,  any other matter with respect to senior  management the Committee
     deems  appropriate and such other matters as the Directors may decide.  The
     Management Resources and Compensation  Committee shall consist of Directors
     selected  by the  Board  who are not  employees  of the  Company  or of any
     subsidiary or affiliate of the Company nor the Chair of the Board.

     (b) A majority of the members of the Management  Resources and Compensation
     Committee shall constitute a quorum.

                                    REGISTERS

125. The Directors shall cause to be kept a register of the  shareholders of the
Company,  a register  of  holders of bonds,  debentures  and  securities  of the
Company  and a  register  of its  Directors  and may  cause  to be  kept  branch
registers of the  shareholders  and holders of bonds,  debentures and securities
either  within or without Nova  Scotia.  The  Directors  may appoint one or more
transfer  agents to  maintain  the  central  register  and branch  registers  of
shareholders  and holders of bonds,  debentures and securities of the Company at
any place within Canada.

126. The Directors shall:

     (a) ensure that all registers required by these Articles to be prepared and
     maintained are in a bound or loose-leaf form or in a photographic film form
     or entered or  recorded  by any system of  mechanical  or  electronic  data
     processing  or  other  information   storage  device  that  is  capable  of
     reproducing in Nova Scotia any required information in intelligible written
     form within a reasonable time; and

     (b) cause the Company or its transfer agent to maintain  within Nova Scotia
     an office  or other  facility  at which  the  transfer  of  shares,  bonds,
     debentures and securities of the Company may be effected.

                                     MINUTES

127. The Directors shall cause minutes to be entered in books designated for the
purpose:

     (a) of all appointments of officers;

     (b) of the names of the Directors  present at each meeting of Directors and
     of any committees of Directors;

     (c) of all orders made by the Directors and committees of Directors;

     (d) of all resolutions and proceedings of meetings of the  Shareholders and
     of the Directors.

128. Any such minutes of any meeting of the Directors or of any committee of the
Directors or of the  Company,  if  purporting  to be signed by the chair of such
meeting or by the chair of the next succeeding  meeting,  shall be receivable as
prima facie evidence of the matters stated in such minutes.

129. Any resolution of the  Shareholders,  the Directors,  or a committee of the
Directors,  passed  pursuant  to the  provisions  of Articles 85 or 110 of these
Articles,  shall be  receivable  as prima facie  evidence of the matters  stated
therein.

                               POWER OF DIRECTORS

130.  The  management  of the  business  of the  Company  shall be vested in the
Directors  who, in addition to the powers and  authorities  by these Articles or
otherwise expressly conferred upon them, may exercise all such powers and do all
such acts and  things as may be  exercised  or done by the  Company  and are not
hereby or by statute  expressly  directed or required to be exercised or done by
the Company in general  meeting,  but subject  nevertheless to the provisions of
the statutes in that behalf and of these  Articles and to any  regulations  from
time to time made by the Company in general meeting; provided that no regulation
so made shall  invalidate  any prior act of the  Directors  that would have been
valid if such regulation had not been made.

131.  Without  restricting  the  generality  of the terms of the last  preceding
Article and without  prejudice to the powers  conferred  thereby,  and the other
powers conferred by these Articles, the Directors shall have power:

     (1) To take such  steps as they  think fit to carry  out any  agreement  or
     contract made by or on behalf of the Company;

     (2) To pay the costs,  charges and expenses  preliminary  and incidental to
     the promotion, formation, establishment, and registration of the Company;

     (3) To purchase or otherwise  acquire for the Company any property,  rights
     or privileges,  stocks, bonds,  debentures,  or other securities (including
     shares in the  capital  stock of any other  company)  that the  Company  is
     authorized  to acquire,  and at such price and  generally on such terms and
     conditions as they think fit;

     (4) At their  discretion to pay for any property,  rights,  or  privileges,
     stocks,  bonds,  debentures,  or other securities  (including shares in the
     capital stock of any other  company)  acquired by, or services  rendered to
     the  Company  either  wholly  or  partially  in cash or in  shares,  bonds,
     debentures or other  securities of the Company,  and any such shares may be
     issued  either as fully paid up, or with such  amount  credited  as paid up
     thereon as may be agreed upon;

     (5) To secure the fulfilment of any contracts or  engagements  entered into
     by the Company by  mortgaging or charging all or any of the property of the
     Company and its unpaid capital for the time being,  or in such other manner
     as they think fit;

     (6) To  appoint,  remove  or  suspend  at their  discretion  such  experts,
     managers,  secretaries,  treasurers,  officers, clerks, agents and servants
     for  permanent,  temporary or special  services,  as they from time to time
     think fit, and to determine their powers and duties, and fix their salaries
     or emoluments and to require security in such instances and to such amounts
     as they think fit;

     (7) To accept from any member  insofar as the law permits and on such terms
     and  conditions as may be agreed upon a surrender of the member's  share or
     any part thereof;

     (8) To  appoint  any  person or persons  (whether  incorporated  or not) to
     accept and hold in trust for the  Company  any  property  belonging  to the
     Company, or in which it is interested, to execute and do all such deeds and
     things as may be  requisite  in relation to any such trust,  and to provide
     for the remuneration of any such trustee or trustees;

     (9)  To  institute,   conduct,   defend,  compound  or  abandon  any  legal
     proceedings  by and  against  the  Company  or its  officers  or  otherwise
     concerning the affairs of the Company,  and also to compound and allow time
     for payment or  satisfaction  of any debts due and of any claims or demands
     by or against the Company;

     (10)  To  refer  any  claims  or  demands  by or  against  the  Company  to
     arbitration and observe and perform the awards;

     (11) To make and give  receipts,  releases and other  discharges  for money
     payable to the Company and for claims and demands of the Company;

     (12) To determine who shall be entitled to exercise the borrowing powers of
     the Company and sign on the  Company's  behalf  bonds,  debentures or other
     securities, bills, notes, receipts,  acceptances,  assignments,  transfers,
     hypothecations,   pledges,   endorsements,   cheques,   drafts,   releases,
     contracts, agreements and all other instruments and documents;

     (13) To provide from time to time for the  management of the affairs of the
     Company  abroad in such  manner as they think  fit,  and in  particular  to
     appoint any persons to be the  attorneys or agents of the Company with such
     powers  (including  power to  sub-delegate)  and upon such  terms as may be
     thought fit;

     (14)  To  invest  and  deal  with  any of the  moneys  of the  Company  not
     immediately  required for the purposes  thereof in such  securities  and in
     such  manner as they  think  fit;  and from time to time to vary or realize
     such investments;

     (15) To execute  in the name and on behalf of the  Company in favour of any
     Director  or other  person who may incur or be about to incur any  personal
     liability  for the benefit of the Company such  mortgages of the  Company's
     property, present and future, as they think fit, and any such mortgages may
     contain a power of sale and such other powers,  covenants and provisions as
     are agreed on;

     (16) To give  any  officer  or  other  person  employed  by the  Company  a
     commission on the profits of any  particular  business or  transaction or a
     share in the general  profits of the Company,  and such commission or share
     of profits shall be treated as part of the working expenses of the Company;

     (17) To set aside out of the profits of the Company  before  declaring  any
     dividend  such  sums  as  they  think  proper  as a  reserve  fund  to meet
     contingencies or provide for dividends, depreciation,  repairing, improving
     and  maintaining any of the property of the Company and such other purposes
     as the Directors may in their absolute  discretion  think  conducive to the
     interests of the Company;  and to invest the several sums set aside in such
     investments,  other than shares of the Company,  as they may think fit, and
     from time to time to deal with and vary such investments, and to dispose of
     all or any part of them for the benefit of the  Company,  and to divide the
     reserve fund into such special  funds as they think fit, with full power to
     employ the assets  constituting  the  reserve  fund in the  business of the
     Company without being bound to keep them separate from the other assets;

     (18) From time to time to make, vary and repeal rules for the regulation of
     the business of the Company, its officers and servants,  the members of the
     Company or any section or class of them;

     (19) To enter into all such  negotiations  and contracts,  rescind and vary
     all such contracts,  and execute and do all such acts, deeds, and things in
     the name and on behalf of the Company as they may consider expedient for or
     in relation to any of the matters  aforesaid or otherwise  for the purposes
     of the Company;

     (20) From time to time to provide for the  management of the affairs of the
     Company in such manner as they shall think fit;

     (21) Subject to the Act and the  Company's  Memorandum of  Association,  to
     sell,  lease  or  otherwise  dispose  of any  property,  real or  personal,
     undertaking,  franchises,  business, assets, interests or effects which the
     Company is  authorized  to sell,  lease or  otherwise  dispose of, for such
     price or  consideration  and generally and on such terms and  conditions as
     the directors may think fit, and in  particular  for shares,  debentures or
     securities of any company having  objects  altogether or in part similar to
     those of this Company;

     (22) To delegate  any of the duties of the board to any standing or special
     committee,  or to any manager or any other officer,  attorney or agent, and
     to appoint any person to be the attorney or agent of the Company, with such
     powers,  including  the power to  sub-delegate  and upon such terms as they
     think fit.

                                   SOLICITORS

132.  The  Company  may  employ or retain a  solicitor  or  solicitors  and such
solicitor  may, at the request of the Board of Directors or on  instructions  of
the Chair of the Board,  or the President,  attend  meetings of the Directors or
Shareholders,  whether or not the  solicitor  is a member or a  Director  of the
Company.  If such solicitor is also a Director,  the solicitor may  nevertheless
charge for services rendered to the Company as a solicitor.

                                    SECRETARY

133. The Directors  shall appoint a Secretary of the Company to keep the minutes
of the  shareholders'  and Directors'  meetings and perform such other duties as
may be assigned to the Secretary by the Board.  The Directors may also appoint a
temporary  substitute  for the  Secretary  who shall,  for the purposes of these
Articles, be deemed to be the Secretary.

                                    THE SEAL

134. The Common Seal may be affixed to any instrument (i) in the presence of and
contemporaneously  with the attesting signatures of two persons who are officers
and/or   directors   of  the   Company,   or  (ii)  in  the   presence   of  and
contemporaneously  with the attesting  signature of any one person designated by
and under the  authority  of a  resolution  of the  Board of  Directors  or of a
committee  thereof.  If the Company has only one Director and Officer the common
seal may be affixed in the presence of and contemporaneously  with the attesting
signature of that Director and Officer.  For the purpose of certifying documents
or  proceedings  of the Company the Common Seal may be affixed by any one of the
President, Vice-President, Secretary or a Director.

135. (a) The  Company may have  facsimiles  of the Common Seal which may be used
     interchangeably with the Common Seal.

     (b) The Company may have for use at any place  outside Nova Scotia to which
     the  corporate  existence  and capacity of the Company  extends an official
     seal  that is a  facsimile  of the  Common  Seal of the  Company  with  the
     addition on its face of the name of the place  where it is to be used;  and
     the Company may by writing under the seal of its Common Seal  authorize any
     person to affix such  official  seal to any document at such place to which
     the Company is a party,  and may  prescribe and limit the type of documents
     to which the official seal may be affixed by such person.

                                    DIVIDENDS

136. The  Directors  may from time to time  declare  such  dividend as they deem
proper upon the shares of the Company according to the rights of the members and
the  respective  classes  thereof,  and may  determine  the date upon which such
dividend  will be payable and that it will be payable to the persons  registered
as the  holders of such  shares at the close of  business  upon the record  date
determined  in  accordance  with  Article 51. No transfer of such shares made or
registered  after  the  record  date so  specified  shall  pass any right to the
dividend so declared.

137.  The  Company  may declare or pay a dividend  unless  there are  reasonable
grounds for believing that:

     (a) The  Company  is, or would  after  the  payment  be,  unable to pay its
     liabilities as they become due; or

     (b) The realizable value of the Company's assets would thereby be less than
     the aggregate of its liabilities and stated capital of all classes.

138.  The  Directors  may from  time to time  pay to the  members  such  interim
dividends as in their judgment the position of the Company justifies.

139. The Directors may deduct from the dividends  payable to any member all such
sums of money as may be due and  payable by the member to the Company on account
of  calls,  instalments  or  otherwise,  and may  apply  the same in or  towards
satisfaction of such sums of money so due and payable.

140. The Directors may retain any dividends on which the Company has a lien, and
may apply the same in or  towards  satisfaction  of the  debts,  liabilities  or
engagements in respect of which the lien exists.

141. The Directors  may retain the  dividends  payable upon shares in respect of
which any person is under  Article 46 entitled to become a member,  or which any
person under that clause is entitled to transfer, until such person has become a
member in respect of or has duly transferred such shares.

142.  Any meeting  declaring a dividend  may make a call on the members for such
amount as the  meeting  fixes so long as the call on each member does not exceed
the  dividend  payable to him or her. The call shall be made payable at the same
time as the dividend and the  dividend  may, if so arranged  between the Company
and the member,  be set off  against  the call.  The making of a call under this
Article shall be deemed to be and be business of a meeting which declares such a
dividend.

143. Any meeting  declaring a dividend  may resolve  that such  dividend be paid
wholly  or in part by the  distribution  of  specific  assets,  paid up  shares,
debentures,  bonds  or  debenture  stock  of the  Company  or  paid  up  shares,
debentures,  bonds,  or debenture  stock of any other Company,  or in any one or
more of such ways.

144.  Any meeting  may resolve  that any  moneys,  investments  or other  assets
forming part of the undivided  profits of the Company  standing to the credit of
the reserve fund or in the hands of the Company and  available  for dividends or
representing premiums received on the issue of shares and standing to the credit
of share premium account, be capitalized and distributed to the shareholders who
would be entitled to receive them if  distributed  by way of dividend and in the
same  proportions,  that all or any part or such  capitalized fund be applied on
behalf  of such  shareholders  in  paying  up in full,  either at par or at such
premium as the  resolution  may provide,  any unissued  shares or  debentures or
debenture stock of the Company (which shall be distributed accordingly) or in or
towards payment of the uncalled  liability on any issued shares or debentures or
debenture stock, and that such distribution or payment shall be accepted by such
shareholders in full satisfaction of their interest in such capitalized sum.

145.  For the  purpose  of giving  effect to any  resolution  under the two last
preceding  Articles,  the Directors may settle any difficulty  that may arise in
regard to the distribution as they think expedient,  and in particular may issue
fractional  certificates,  may fix the value for  distribution  of any  specific
assets,  may  determine  that cash payments will be made to any members upon the
footing of the value so fixed or that  fractions of less value than $5.00 may be
disregarded in order to adjust the rights of all parties,  and may vest any such
cash or specific assets in trustees upon such trusts for the persons entitled to
the dividend or capitalized fund as may seem expedient to the Directors.

146.  A transfer  of shares  shall not pass the right to any  dividend  declared
thereon after such transfer and before the registration of the transfer.

147. Anyone of several  persons  registered as the joint holder of any share may
give  effectual  receipts for all dividends and payments on account of dividends
in respect of such share.

148. Unless otherwise determined by the Directors, any dividend may be paid by a
cheque  or  warrant  delivered  to or sent  through  the post to the  registered
address  of the  member  entitled,  or,  when  there are joint  holders,  to the
registered  address of the one whose name stands  first on the  register for the
shares jointly held.  Every cheque or warrant so delivered or sent shall be made
payable to the order of the person to whom it is delivered or sent.

149.  Notice of the  declaration of any dividend,  whether interim or otherwise,
shall be given to the  holders of  registered  shares in the manner  hereinafter
provided.

150. All dividends  unclaimed  one year after having been  declared  may,  until
claimed,  be invested or otherwise  made use of by the Directors for the benefit
of the Company.

                                    ACCOUNTS

151.  The  Directors  shall  cause  proper  books of  account  to be kept of the
business of the Company.

152. The Directors shall from time to time determine  whether and to what extent
and at what  times and  places  and under what  conditions  or  regulations  the
accounts and books of the Company or any of them shall be open to  inspection of
the  members,  and no member shall have any right of  inspecting  any account or
book or document of the Company  except as conferred by statute or authorized by
the Directors or a resolution of the Company in general meeting.

153.  At the  ordinary  general  meeting in every year the  Directors  shall lay
before the Company the financial  statements  required by the Act, the report to
the members of the auditor,  if any, and, if the Company is a reporting  issuer,
the report of the Directors required by subsection 121(1) of the Act.

154. The financial  statements  shall be approved by the Board and such approval
shall be evidenced by the signatures on the balance sheet of two Directors or by
the Director if there is only one.

155. The Directors  shall, not less than twenty-one (21) days before the date of
the ordinary general meeting,  send copies of the financial  statements together
with copies of the auditor's report, if any, and the report of the Directors, if
any, to all members holding voting  securities or otherwise  entitled to receive
notices of general meetings of the Company.

                               AUDITORS AND AUDIT

156.  Unless in  respect of a  financial  year the  Company  is exempt  from the
requirements of the Act regarding the  appointment and duties of an auditor,  an
auditor shall be appointed and the auditor's duties regulated in accordance with
the Act.

157.  Every  account of the  directors,  when  audited and approved by a general
meeting  shall be  conclusive,  except as  regards an error  discovered  therein
within three months next after the approval thereof.  Whenever any such error is
discovered  within the period,  the account shall  forthwith be  corrected,  and
thenceforth shall be conclusive.

                                     NOTICES

158. A notice may be served by the Company upon members personally or by sending
it through the post in a prepaid envelope or wrapper addressed to such member at
the member's registered place of address.

159.  Members who have no  registered  place of address shall not be entitled to
receive any notice.

160.  The  holder of a share  warrant  shall  not,  unless  otherwise  expressed
therein,  be entitled in respect thereof to notice of any general meeting of the
Company.

161. Any notice  required to be given by the Company to the  members,  or any of
them, and not expressly  provided for by these  Articles,  shall be sufficiently
given if given by advertisement.

162.  Any notice given by  advertisement  shall be  advertised  twice in a paper
published in the place where the head office of the Company is  situated,  or if
no paper is published  there,  then in any  newspapers  published in the City of
Halifax, Nova Scotia.

163. All notices shall,  with respect to any registered  shares to which persons
are jointly  entitled,  be given to  whichever of such persons is named first in
the register for such shares,  and notice so given shall be sufficient notice to
all the holders of such shares.

164.  Any notice sent by post shall be deemed to be served on the day  following
that upon which the letter,  envelope or wrapper containing it is posted, and in
proving such service it shall be sufficient  to prove that the letter,  envelope
or wrapper  containing  the notice was properly  addressed and put into the post
office with the postage prepaid thereon.  A certificate in writing signed by any
manager, secretary or other official of the Company that the letter, envelope or
wrapper  containing  the notice was so addressed  and posted shall be conclusive
evidence thereof.  The foregoing  provisions of this clause shall not apply to a
notice of a meeting of the Directors.

165.  Every person who by operation of law,  transfer or other means  whatsoever
becomes  entitled to any share shall be bound by every notice in respect of such
share that prior to such person's name and address being entered on the register
was duly served in the manner  hereinbefore  provided  upon the person from whom
the person derived title to such share.

166.  Any notice or  document  so  advertised  or sent by post to or left at the
registered  address  of  any  member  in  pursuance  of  the  Articles,   shall,
notwithstanding  that such  member is then  deceased  and that the  Company  has
notice of such death, be deemed to have been served in respect of any registered
shares,  whether  held by such  deceased  member  solely or  jointly  with other
persons,  until some other person is registered in stead of such deceased member
as the holder or joint holder  thereof,  and such service shall for all purposes
of these  Articles be deemed a sufficient  service of such notice or document on
the deceased  member's heirs,  executors or administrators  and all persons,  if
any, jointly interested with the deceased member in any such share.

167. The signature to any notice given by the Company may be written or printed.

168.  When a given  number of days'  notice or notice  extending  over any other
period is required  to be given,  the day of service and the day upon which such
notice expires shall not,  unless it is otherwise  provided,  be counted in such
number of days or other period.

                                    INDEMNITY

169.  Every  Director,  Manager,  Secretary  and other officer or servant of the
Company shall be indemnified by the Company against, and it shall be the duty of
the  Directors  out of the funds of the  Company to pay,  all costs,  losses and
expenses that any such Director,  Manager, Secretary or other officer or servant
may incur or become liable to pay by reason of any contract entered into, or act
or thing  done by such  person as such  officer  or servant or in any way in the
discharge of such person's duties including travelling expenses;  and the amount
for which such  indemnity  is proved shall  immediately  attach as a lien on the
property of the Company and have  priority as against the members over all other
claims.

170. No Director or other  officer of the Company  shall,  in the absence of any
dishonesty  on the  part of such  person,  be  liable  for the  acts,  receipts,
neglects  or defaults  of any other  Director or officer,  or for joining in any
receipt or other act for conformity, or for any loss or expense happening to the
Company  through  the  insufficiency  or  deficiency  of title  to any  property
acquired by order of the Directors  for or on behalf of the Company,  or through
the  insufficiency  or  deficiency  of any  security in or upon which any of the
moneys of the Company are invested,  or for any loss or damage  arising from the
bankruptcy,  insolvency  or  tortious  act of any person  with whom any  moneys,
securities  or effects are  deposited,  or for any loss  occasioned  by error of
judgment or oversight on the part of such person,  or for any other loss, damage
or  misfortune  whatsoever  which happens in the execution of the duties of such
person's office or in relation thereto.


<PAGE>



                                     PART B

                        OWNERSHIP AND VOTING RESTRICTIONS

                                 INTERPRETATION

171. (a) In this Part "B",  all terms  that are not  defined  have the  meanings
     attributed to those terms in the Privatization Act and:

     "directors'  determination"  and similar  expressions means a determination
     made by the directors of the Company in accordance with Article 182;

     "excess  voting  shares"  means voting shares held,  beneficially  owned or
     controlled  in  contravention  of the  individual  share  constraint or the
     non-resident share constraint, as the case may be;

     "individual share constraint" has the meaning set forth in Article 172(a);

     "non-resident  share  constraint"  has the  meaning  set  forth in  Article
     173(a);

     "non-resident voting constraint" has the meaning set forth in Article 174;

     "principal stock exchange" means, at any time, the stock exchange in Canada
     on which the highest  volume of voting  shares is generally  traded at that
     time, as determined by the directors of the Company;

     "sell-down notice" has the meaning set forth in Article 175(a);

     "shareholder default" has the meaning set forth in Article 175(a)(iv);

     "shareholder's  declaration"  means a declaration  made in accordance  with
     Article 183; and

     "suspension"  has the  meaning  set forth in Article  176(a) and  "suspend,
     "suspended" and similar expressions have corresponding meanings.

     (b) The provisions of subsections 8(3) and (8) of the Privatization Act are
     deemed to be incorporated in this Part "B", with references  therein to the
     "Company"  deemed to be  references  to the Company.  Any provision of this
     Part  "B"  that  may be read in a  manner  that is  inconsistent  with  the
     Privatization Act shall be read so as to be consistent therewith.

     (c) For greater certainty,  no person is presumed to be an associate of any
     other  person for purposes of paragraph  8(5)(g) of the  Privatization  Act
     solely by reason  that one of them has given the other the power to vote or
     direct the voting of voting shares of a class of voting shares at a meeting
     of the holders of that class pursuant to a revocable  proxy where the proxy
     is solicited solely by means of an information  circular issued in a public
     solicitation  of proxies  that is made in  respect of all voting  shares of
     that class and in accordance with applicable law.

     (d) For the purposes of this Part "B";

          (i) where voting shares of the Company are held, beneficially owned or
          controlled by two or more persons jointly, the number of voting shares
          held,  beneficially  owned or  controlled  by each such  person  shall
          include  the  number  of voting  shares  held,  beneficially  owned or
          controlled jointly with such other persons;

          (ii)  where one or more  joint  holders  of,  beneficial  owners of or
          persons controlling voting shares is a non-resident, the voting shares
          are deemed to be held,  beneficially owned or controlled,  as the case
          may be, by such non-resident;

          (iii) where a person who was not a non-resident becomes a non-resident
          on any day, the day of acquisition or  registration  in respect of the
          acquisition  of  the  voting  shares  held,   beneficially   owned  or
          controlled  by such  person  shall be  deemed  to be the day that such
          person became a non-resident; and

          (iv)   references  to  shares  "of"  a  person  are  to  shares  held,
          beneficially  owned or controlled,  directly or indirectly,  otherwise
          than by way of security only, by that person.

     (e) In this Part "B",  except where the context  requires to the  contrary,
     words  importing  the singular  shall include the plural and vice versa and
     words  importing  gender  shall  include  masculine,  feminine  and  neuter
     genders.

                           INDIVIDUAL SHARE CONSTRAINT

172. (a) No person,  together with the  associates  of that person,  shall hold,
     beneficially own or control, directly or indirectly,  otherwise than by way
     of security only, in the aggregate voting shares to which are attached more
     than  15 per  cent of the  votes  that  may  ordinarily  be  cast to  elect
     directors of the Company. (The foregoing prohibition is referred to in this
     Part "B" as the "individual share constraint".)

     (b) In the event  that it  appears  from the  register  of  members  of the
     Company that any person, together with the associates of that person, is in
     contravention of the individual share constraint:

          (i) the Company  shall not accept any  subscription  for voting shares
          from that person or any associate of that person;

          (ii) the Company  shall not issue any voting  shares to that person or
          any associate of that person; and

          (iii) the  Company  shall not  register  or  otherwise  recognize  the
          transfer of any voting  shares to that person or any associate of that
          person.

     (c) In the event of a directors'  determination  that any person,  together
     with the associates of that person,  is in  contravention of the individual
     share constraint:

          (i) the Company  shall not accept any  subscription  for voting shares
          from that person or any associate of that person;

          (ii) the Company  shall not issue any voting  shares to that person or
          any associate of that person;

          (iii) the  Company  shall not  register  or  otherwise  recognize  the
          transfer of any voting  shares to that person or any associate of that
          person;

          (iv) no person may, in person or by proxy,  exercise the right to vote
          any of the voting  shares of that person or of any  associate  of that
          person;

          (v) subject to Article  181(a),  the Company  shall not declare or pay
          any dividend, and or make any other distribution:

               (A) on any of the excess  voting  shares of that person or of any
               associate of that person; or

               (B)  if  the  directors  of  the  Company   determine   that  the
               contravention   of  the  individual   ownership   constraint  was
               intentional and that it would not be inequitable to do so, on all
               of the voting shares of that person and of each associate of that
               person;

          and any  entitlement to such dividend or other  distribution  shall be
          forfeited; and

          (vi) the  Company  shall  send a  sell-down  notice to the  registered
          holder of the voting  shares of that person and of each  associate  of
          that person.

     (d) In the event  that it  appears  from the  register  of  members  of the
     Company  that,  or in the event of a  directors'  determination  that,  any
     person,  together with the  associates  of that person,  after any proposed
     subscription, issue or transfer of voting shares, would be in contravention
     of the individual share constraint, the Company shall not:

          (i) accept the proposed subscription for voting shares from;

          (ii) issue the proposed voting shares to; or

          (iii)  register or otherwise  recognize  the proposed  transfer of any
          voting shares to;

          that person or any associate of that person.

     (e) In the event of a directors'  determination  that during any period any
     person,  together with the associates of that person,  was in contravention
     of the individual share  constraint,  the directors of the Company may also
     determine that:

          (i) any votes  cast,  in person or by  proxy,  during  that  period in
          respect of the voting  shares of that  person or of any  associate  of
          that person  shall be  disqualified  and deemed not to have been cast;
          and

          (ii) subject to Article 181(a), each of that person and the associates
          of that  person is liable to the Company to restore to the Company the
          amount of any  dividend  paid or  distribution  received  during  that
          period on:

               (A) the excess voting shares of that person and of each associate
               of that person; or

               (B)  if  the  directors  of  the  Company   determine   that  the
               contravention   of  the  individual   ownership   constraint  was
               intentional and that it would not be inequitable to do so, on all
               of the voting shares of that person and of each associate of that
               person.

                          NON-RESIDENT SHARE CONSTRAINT

173. (a) Non-residents shall not hold, beneficially own or control,  directly or
     indirectly, otherwise than by way of security only, in the aggregate voting
     shares to which are  attached  more than 25 per cent of the votes  that may
     ordinarily  be cast to  elect  directors  of the  Company.  (The  foregoing
     prohibition  is  referred  to in this Part "B" as the  "non-resident  share
     constraint".)

     (b) In the event  that it  appears  from the  register  of  members  of the
     Company that, or in the event of a directors'  determination that, there is
     a contravention of the non-resident share constraint:

          (i) the  Company  shall make a public  announcement,  whether by press
          release, newspaper advertisements or otherwise, reasonably expected to
          inform  the  markets  in  which  voting   shares  are  traded  of  the
          contravention; and

          (ii) the Company shall not:

               (A)  accept  any   subscription   for  voting   shares  from  any
               non-resident;

               (B) issue any voting shares to any non-resident; or

               (C)  register or otherwise  recognize  the transfer of any voting
               shares from any resident to any non-resident.

     (c)  In  the  event  of  a  directors'   determination   that  there  is  a
     contravention of the non-resident  share constraint and that to do so would
     be  practicable  and would not be  unfairly  prejudicial  to, and would not
     unfairly disregard the interests of, persons holding,  beneficially  owning
     or controlling voting shares who are non-resident, the Company shall send a
     sell-down  notice to the registered  holders of such of those voting shares
     as  shall  be  chosen  on the  basis  of  inverse  order  to the  order  of
     acquisition or registration of all  non-residents,  by lot or by such other
     method that is authorized by a directors' determination.

     (d) In the event  that it  appears  from the  register  of  members  of the
     Company that, or in the event of a directors' determination that, after any
     proposed   subscription,   issue  or  transfer   of  voting   shares  to  a
     non-resident,  there would be a  contravention  of the  non-resident  share
     constraint, the Company shall not:

          (i) accept the proposed subscription for voting shares;

          (ii) issue the proposed voting shares; or

          (iii) register or otherwise recognize the proposed transfer.

                         NON-RESIDENT VOTING CONSTRAINT

174. In the event of a directors'  determination  that on any motion made at any
meeting of  shareholders of the Company more than 25 per cent of the votes cast,
in person or by proxy, have been cast in respect of voting shares that are held,
beneficially owned or controlled, directly or indirectly, by non-residents,  all
votes  cast,  in person or by proxy,  in respect of such  voting  shares on that
motion  shall  be  proportionally   adjusted  so  that  such  votes  cast  equal
twenty-five percent of all votes cast. (The foregoing  adjustment is referred to
in this Part "B" as the "non-resident voting constraint".)

                                SELL-DOWN NOTICE

175. (a) Any notice (a "sell-down  notice")  required to be sent to a registered
     holder of voting shares pursuant to Article 172(c)(vi) or Article 173(c):

          (i) shall specify in reasonable detail the nature of the contravention
          of  the  individual  share   constraint  or  the  non-resident   share
          constraint, as the case may be, the number of voting shares determined
          to be excess voting shares and the  consequences of the  contravention
          specified in Article 172 or 173, as the case may be;

          (ii) shall request an initial or further shareholder's declaration;

          (iii) shall specify a date,  which shall be not less than, in the case
          of a contravention of the individual share constraint, 45 days, or, in
          the case of a contravention of the non-resident  share constraint,  60
          days,  after the date of the  sell-down  notice,  by which the  excess
          voting shares are to be sold or disposed of; and

          (iv) shall state that unless the registered holder either:

               (A) sells or otherwise  disposes of the excess  voting  shares by
               the date  specified in the sell-down  notice on a basis that does
               not  result  in  any   contravention   of  the  individual  share
               constraint or the  non-resident  share constraint and provides to
               the  Company,  in  addition  to  the  shareholder's   declaration
               requested  pursuant  to  Article  175(a)(ii),   written  evidence
               satisfactory to the Company of such sale or other disposition; or

               (B)  provides to the  Company,  in addition to the  shareholder's
               declaration requested pursuant to the Article 175(a)(ii), written
               evidence  satisfactory  to the Company that no such sale or other
               disposition of excess voting shares is required;

               such  default  (a  "shareholder  default")  shall  result  in the
               consequence of suspension  pursuant to Article 176 and may result
               in the  consequence  of sale in  accordance  with  Article 177 or
               redemption in  accordance  with Article 178, in each case without
               further  notice to the  registered  holder,  and shall specify in
               reasonable detail the nature and timing of those consequences.

     (b) In the event that, following the sending of a sell-down notice, written
     evidence is submitted to the Company for purposes of Article 175(a)(iv)(B),
     the Company shall assess the evidence as soon as is reasonably  practicable
     and in any event shall give a second  notice to the person  submitting  the
     evidence not later than 10 days after the receipt  thereof  stating whether
     the  evidence  has or has not  satisfied  the Company that no sale or other
     disposition  of excess  voting  shares is required.  If the evidence has so
     satisfied the Company,  such  sell-down  notice shall be cancelled and such
     second  notice shall so state.  If the  evidence  has not so satisfied  the
     Company,  such second notice shall reiterate the statements  required to be
     made in such sell-down notice pursuant to Articles 175(a)(iii) and (iv). In
     either case, the 45 day or 60 day period,  as the case may be,  referred to
     in Article 175(a)(iii) shall be automatically extended to the end of the 10
     day  period  referred  to in this  Articles  175(b)  if such 10 day  period
     extends beyond such 45 day or 60 day period.

                                   SUSPENSION

176. (a) In the event of a  shareholder  default in  respect  of any  registered
     holder of voting  shares,  then,  without  further notice to the registered
     holder:

          (i) all of the voting shares of the registered  holder shall be deemed
          to be struck from the register of members of the Company;

          (ii) no person may, in person or by proxy,  exercise the right to vote
          any of such voting shares;

          (iii) subject to Article 181(a),  the Company shall not declare or pay
          any dividend,  or make any other  distribution,  on any of such voting
          shares and any  entitlement  to such  dividend  or other  distribution
          shall be forfeited;

          (iv)  the  Company  shall  not send  any  form of  proxy,  information
          circular  or  financial   statements  of  the  Company  or  any  other
          communication from the Company to any person in respect of such voting
          shares; and

          (v) no person may  exercise  any other right or  privilege  ordinarily
          attached to such voting shares.

          (All  of the  foregoing  consequences  of a  shareholder  default  are
          referred to in this Part "B" as a "suspension".)  Notwithstanding  the
          foregoing,  a registered  holder of suspended voting shares shall have
          the right to transfer such voting shares on any securities register of
          the  Company on a basis that does not result in  contravention  of the
          individual share constraint or the non-resident share constraint.

     (b) The  Directors  of the Company  shall cancel any  suspension  of voting
     shares of a registered  holder and reinstate the  registered  holder to the
     register of members of the Company for all purposes if they determine that,
     following the  cancellation and  reinstatement,  none of such voting shares
     will be held,  beneficially  owned or  controlled in  contravention  of the
     individual  share  constraint or the  non-resident  share  constraint.  For
     greater certainty,  any such reinstatement shall permit, from and after the
     reinstatement,  the exercise of all rights and  privileges  attached to the
     voting shares so reinstated but,  subject to Article 181(a),  shall have no
     retroactive effect.

                                      SALE

177. (a) In the event of a  shareholder  default in  respect  of any  registered
     holder of voting shares, the Company may elect by directors'  determination
     to sell,  on behalf of the  registered  holder,  the excess  voting  shares
     thereof,  without  further notice  thereto,  on the terms set forth in this
     Article 177 and Article 179.

     (b) The Company may sell any excess voting  shares in accordance  with this
     Article 177:

          (i) on the principal stock exchange; or

          (ii) if there is no  principal  stock  exchange,  on such other  stock
          exchange  or  organized  market on which the  voting  shares  are then
          listed or traded as the directors of the Company shall determine; or

          (iii) if the voting  shares are not then listed on any stock  exchange
          or  traded  on any  organized  market,  in such  other  manner  as the
          directors of the Company shall determine.

     (c) The net  proceeds of sale of excess  voting  shares sold in  accordance
     with this  Article 177 shall be the net  proceeds  after  deduction  of any
     commission, tax or other cost of sale.

     (d) For all purposes of a sale of excess voting  shares in accordance  with
     this  section,  the  Company  is  the  agent  and  lawful  attorney  of the
     registered holder and the beneficial owner of the excess voting shares.

                                   REDEMPTION

178. (a)  For  the  purposes  of  enforcing  the  ownership   restrictions   and
     constraints   imposed   pursuant  to  the   foregoing   articles   and  the
     Reorganization Act, in the event of a shareholder default in respect of any
     registered  holder of voting  shares and in the event that the Directors of
     the Company  determine either that the Company has used reasonable  efforts
     to sell excess voting  shares in accordance  with Article 177 but that such
     sale is  impracticable  or that it is  likely  that such  sale  would  have
     material  adverse  consequences  to the  Company  or the  holders of voting
     shares, the Company may,  notwithstanding  section 51 of the Companies Act,
     elect by  directors'  determination,  to redeem  the excess  voting  shares
     thereof,  without  further notice  thereto,  on the terms set forth in this
     Article 178 and Article 179.

     (b) The  redemption  price paid the  Company  to redeem  any excess  voting
     shares in accordance with this Article 178 shall be:

          (i) the average of the closing  prices per share of the voting  shares
          on the principal  stock  exchange (or, if there is no principal  stock
          exchange or if the requisite trading of voting shares has not occurred
          on the principal  stock  exchange,  such other stock  exchange or such
          other organized market on which such requisite trading has occurred as
          the directors of the Company shall determine) over the last 10 trading
          days on which at least one board lot of voting  shares  has  traded on
          the  principal  stock  exchange (or such other stock  exchange or such
          other  organized  market)  in the  period  ending on the  trading  day
          immediately preceding the redemption date; or

          (ii) if the requisite trading of voting shares has not occurred on any
          stock  exchange  or  other  organized  market,  on such  basis  as the
          Directors of the Company shall determine.

                   PROCEDURES RELATING TO SALE AND REDEMPTION

179. (a) In the  event of any sale or  redemption  of  excess  voting  shares in
     accordance with Article 177 or Article 178, respectively, the Company shall
     deposit an amount  equal to the amount of the net  proceeds  of sale or the
     redemption price,  respectively,  in a special account in any bank or trust
     company  in Canada  selected  by it. The  amount of the  deposit,  less the
     reasonable costs of administration of the special account, shall be payable
     to the  registered  holder of the excess  voting shares sold or redeemed on
     presentation  and surrender by the registered  holder to that bank or trust
     company of the certificate or certificates  representing  the excess voting
     shares.  Any interest earned on any amount so deposited shall accrue to the
     benefit of the Company.

     (b) From and after  any  deposit  made  pursuant  to  Article  179(a),  the
     registered holder shall not be entitled to any of the remaining rights of a
     registered  holder in respect of the excess voting shares sold or redeemed,
     other than the right to receive the funds so deposited on presentation  and
     surrender of the certificate or certificates representing the excess voting
     shares sold or redeemed.

     (c) If a part only of the voting shares  represented by any  certificate is
     sold or redeemed in accordance with Articles 177 or 178, respectively,  the
     Company shall, on presentation and surrender of such certificate and at the
     expense of the registered holder, issue a new certificate  representing the
     balance of the voting shares.

     (d) So soon as is  reasonably  practicable  after,  and, in any event,  not
     later than 30 days after,  a deposit made pursuant to Article  179(a),  the
     Company shall send a notice to the  registered  holder of the excess voting
     shares sold or redeemed and the notice shall state:

          (i)  that a  specified  number  of  voting  shares  has  been  sold or
          redeemed, as the case may be;

          (ii) the amount of the net proceeds of sale or the  redemption  price,
          respectively;

          (iii) the name and  address of the bank or trust  company at which the
          Company  has  made  the  deposit  of the net  proceeds  of sale or the
          redemption price, respectively; and

          (iv)  all  other  relevant  particular  of  the  sale  or  redemption,
          respectively.

     (e) For greater  certainty,  the Company may sell or redeem  excess  voting
     shares in accordance  with Articles 177 or 178,  respectively,  despite the
     fact that the  Company  does not possess the  certificate  or  certificates
     representing  the  excess  voting  shares  at  the  time  of  the  sale  or
     redemption.  If, in  accordance  with Article 177, the Company sells excess
     voting  shares  without  possession  of  the  certificate  or  certificates
     representing  the excess  voting  shares,  the  Company  shall issue to the
     purchaser of such excess voting shares or its nominee a new  certificate or
     certificates  representing the excess voting shares sold. If, in accordance
     with Articles 177 or 178, the Company sells or redeems excess voting shares
     without  possession of the  certificate or  certificates  representing  the
     excess  voting  shares  and,  after  the  sale  or  redemption,   a  person
     establishes  that it is a bona fide  purchaser of the excess  voting shares
     sold or redeemed, then, subject to applicable law:

          (i) the excess  voting shares held or  beneficially  owned by the bona
          fide  purchaser  are  deemed  to be,  from  the  date  of the  sale or
          redemption  by the  Company,  as the case may be,  validly  issued and
          outstanding voting shares in addition to the excess voting shares sold
          or redeemed; and

          (ii)  notwithstanding  Article 179(b),  the Company is entitled to the
          deposit made pursuant to Article  179(a) and, in the case of a sale in
          accordance  with Article  177,  shall add the amount of the deposit to
          the stated capital account for the class of voting shares issued.

                                   EXCEPTIONS

180. (a)  Notwithstanding  Article  172 or 173,  neither  the  individual  share
     constraint  nor the  non-resident  share  constraint  applies in respect of
     voting shares of the Company that are held:

          (i) by one or more underwriters solely for the purpose of distributing
          the voting shares to the public; or

          (ii)  by any  person  who  provides  centralized  facilities  for  the
          clearing of trades in  securities  and is acting in relation to trades
          in the voting shares solely as an intermediary in the payment of funds
          or the delivery of securities, or both.

     (b) A person  referred to in Article  180(a)(ii)  shall not exercise voting
     rights attached to the voting shares so held by that person.

                                SAVING PROVISIONS

181. (a) Notwithstanding any other provision of this Part "B";

          (i) the Directors of the Company may determine to pay a dividend or to
          make any other  distribution  on voting shares that would otherwise be
          prohibited  by  any  other  provision  of  this  Part  "B"  where  the
          contravention  of the individual  share constraint or the non-resident
          share  constraint that gave rise to the prohibition was inadvertent or
          of a technical  nature or it would otherwise be inequitable not to pay
          the dividend or make the distribution; and

          (ii) where a dividend has not been paid or any other  distribution has
          not  been  made  on  voting   shares  as  a  result  of  a  directors'
          determination of a contravention of the individual share constraint or
          the non-resident  share constraint,  or where the amount of a dividend
          or any other distribution has been restored to the Company pursuant to
          Article  172(e)(ii)  as a result of a  directors'  determination  of a
          contravention of the individual share constraint, the Directors of the
          Company shall declare and pay the dividend, make the distribution,  or
          refund  the  restored  amount,  respectively,   if  they  subsequently
          determine that no such contravention occurred.

     (b) In the event that the  Company  suspends  or redeems  voting  shares in
     accordance  with Article 176 or 178,  respectively,  or otherwise  redeems,
     purchases for  cancellation or otherwise  acquires  voting shares,  and the
     result of such action is that any person and the  associates of that person
     who,  prior to such action,  were not in  contravention  of the  individual
     share  constraint  are,  after  such  action,   in   contravention,   then,
     notwithstanding  any other provision of this Part "B", the sole consequence
     of such action to that person and the associates of that person, in respect
     of the voting  shares of that person and of the  associates  of that person
     held, beneficially owned or controlled at the time of such action, shall be
     that the number of votes  attached to those voting  shares shall be reduced
     to a number that is the largest  whole number of votes that may be attached
     to the voting  shares which that person and the  associates  of that person
     could hold,  beneficially  own or control  from time to time in  compliance
     with the individual share constraint.

     (c)  Notwithstanding  any other provision of this Part "B", a contravention
     of the individual  share  constraint or the  non-resident  share constraint
     shall have no consequences  except those that are expressly provided for in
     this Part "B". For greater certainty but without limiting the generality of
     the foregoing:

          (i) no  transfer,  issue or  ownership  of,  and no title  to,  voting
          shares;

          (ii) no  resolution  of  shareholders  [except to the extent  that the
          result  thereof is affected as a result of a directors'  determination
          under Article 172(e)(i)]; and

          (iii) no act of the Company,  including any transfer of property to or
          by the Company;

     shall  be  invalid  or  otherwise  affected  by  any  contravention  of the
     individual  share  constraint or the  non-resident  share constraint or the
     failure to make the adjustment required pursuant to the non-resident voting
     constraint.

                            DIRECTORS' DETERMINATIONS

182. (a) The Directors of the Company shall have the sole right and authority to
     administer  the  provisions of this Part "B" and to make any  determination
     required or  contemplated  hereunder.  In so acting,  the  Directors of the
     Company shall enjoy,  in addition to the powers set forth in this Part "B",
     all of the powers  necessary or desirable,  in their opinion,  to carry out
     the intent and purpose of this Part "B". The Directors of the Company shall
     make on a timely basis all determinations  necessary for the administration
     of the provisions of this Part "B" and,  without limiting the generality of
     the  foregoing,  if the  Directors of the Company  consider  that there are
     reasonable  grounds for believing  that a  contravention  of the individual
     ownership constraint or the non-resident  ownership constraint has occurred
     or will occur, the Directors shall make a determination with respect to the
     matter.  Any directors'  determination  that is not  inconsistent  with the
     Reorganization Act, the Privatization Act and other applicable law shall be
     conclusive,  final  and  binding  except  to  the  extent  modified  by any
     subsequent directors' determination.

     (b) The  Directors of the Company shall make any  directors'  determination
     contemplated by Article 172 or 173:

          (i) after the relevant  shareholder's  declaration have been requested
          and received by the Company, only:

               (A) on a basis consistent with those shareholder's  declarations;
               or

               (B) if the  Directors  of the Company are of the opinion that the
               shareholder's  declarations  do not contain  adequate or accurate
               information  and they  believe  and have  reasonable  grounds for
               believing  that  they  will not be  provided  with  shareholder's
               declarations  that do contain adequate and accurate  information;
               or

          (ii) whether or not any  shareholder's  declaration has been requested
          or  received  by the  Company,  only if the  Directors  of the Company
          believe  and have  reasonable  grounds  for  believing  that they have
          sufficient information to make the directors' determination,  that the
          consequences of the directors'  determination would not be inequitable
          to those  affected by it and that it would be  impractical,  under all
          the  circumstances,  to  request  or  to  await  the  receipt  of  any
          shareholder's declaration.

     (c) In administering  the provisions of this Part "B",  including,  without
     limitation,  in making any  directors'  determination  in  accordance  with
     Article  182(b) or otherwise,  the Directors of the Company may rely on any
     information  on which the  Directors  consider it reasonable to rely in the
     circumstances.  Without  limiting  the  generality  of the  foregoing,  the
     Directors of the Company may rely upon any shareholder's  declaration,  the
     register of members of the Company, the knowledge of any Director,  officer
     or employee of the Company or any advisor to the Company and the opinion of
     counsel to the Company.

     (d) In administering  the provisions of this Part "B",  including,  without
     limitation, in making any directors' determination, the Directors shall act
     honestly and in good faith.  Provided  that the Directors of the Company so
     act,  they  shall not be liable to the  Company  and  neither  they nor the
     Company shall be liable to any holder or beneficial  owner of voting shares
     or any other  person for,  nor with  respect to any matter  arising from or
     related to, any act or omission to act in relation to this Part "B".

     (e) Any directors'  determination required or contemplated by this Part "B"
     shall be expressed and conclusively evidenced by a resolution duly adopted.

     (f) The  Directors  may  delegate any of their powers and duties under this
     Article 182 to any standing or special committee consisting of such members
     of the Board as the Directors may determine.

                           SHAREHOLDERS' DECLARATIONS

183. (a) For purposes of  monitoring  the  compliance  with and of enforcing the
     provisions  of this Part "B", the Directors of the Company may require that
     any registered  holder or beneficial  owner, or any other person of whom it
     is, in the  circumstances,  reasonable or make such request,  file with the
     Company or its  registrar  and  transfer  agent a  completed  shareholder's
     declaration. The Directors of the Company shall determine from time to time
     written  guidelines  with  respect  to  the  nature  of  the  shareholder's
     declaration to be requested, the times at which shareholder's  declarations
     are  to  be  requested  and  any  other   relevant   matters   relating  to
     shareholder's declarations.

     (b) A  shareholder's  declaration  shall be in the form  from  time to time
     determined by the directors of the Company  pursuant to Article 183(a) and,
     without  limiting the  generality of the foregoing may be required to be in
     the form of a simple  declaration  in  writing or a  statutory  declaration
     under the Canada  Evidence  Act.  Without  limiting the  generality  of its
     contents,  any  shareholder's   declaration  may  be  required  to  contain
     information with respect to:

          (i) the name,  address and residency of the  shareholder  ("Registered
          Shareholder")  and if  the  shareholder  is an  individual  and  not a
          Canadian citizen, such shareholder's citizenship;

          (ii) the name,  address and  residency of any person who  beneficially
          owns or controls,  directly or  indirectly,  otherwise  than by way of
          security  only,  the  Registered   Shareholder's  shares  ("Beneficial
          Shareholder")  and if such person is an individual  and not a Canadian
          citizen, such person's citizenship;

          (iii)  the  name,  address  and  residency  of  any  person  who is an
          associate of the Registered  Shareholder or any Beneficial Shareholder
          ("Associate"),  and if such person is an individual and not a Canadian
          citizen, such person's citizenship;

          (iv) the number of shares  held by the  Registered  Shareholder,  each
          Beneficial  Shareholder and each  Associate,  including the dates such
          shares were acquired or proposed to be acquired; and

          (v) if the Registered  Shareholder,  any Beneficial Shareholder or any
          Associate  is a  corporation,  trust,  partnership  or  unincorporated
          organization  the name,  address and residency of each person who is a
          controlling   shareholder,   trustee,   partner   or   member  of  the
          corporation, trust, partnership or unincorporated organization, as the
          case may be, and if such  person is an  individual  and not a Canadian
          citizen, such person's citizenship.

</TEXT>
</DOCUMENT>
