<DOCUMENT>
<TYPE>EX-3.154
<SEQUENCE>153
<FILENAME>p68936exv3w154.txt
<DESCRIPTION>EXHIBIT 3.154
<TEXT>
<PAGE>

                                                                   Exhibit 3.154

[LOGO]

BRITISH COLUMBIA

                                   COMPANY ACT

                          CERTIFICATE OF INCORPORATION

                              I HEREBY CERTIFY that

                             U-HAUL INSPECTIONS LTD.

              has this day been incorporated under the Company Act

                              ISSUED under my hand at Victoria, British Columbia

                                              on May 08, 2002

                                                           /s/ John S. Powell

                                                           JOHN S. POWELL
                                                       Registrar of Companies
                                                    PROVINCE OF BRITISH COLUMBIA
                                                               CANADA
<PAGE>

TOTAL SHARES TAKEN                              1 Common share without par value

DATED the 7th day of May, 2002.

<PAGE>

<TABLE>
<CAPTION>
PART                 ARTICLE                                  SUBJECT
----    ---------------------------------    -----------------------------------------
<S>     <C>                                  <C>
 6      ALTERATION OF CAPITAL

        6.1                                  Increase of Authorized Capital
        6.2                                  Other Capital Alterations
        6.3                                  Special Rights and Restrictions of Shares
        6.4                                  Consent of Class or Series
        6.5                                  Class or Series Meetings of Members
        6.6                                  Reduction of Authorized Capital
        6.7                                  Shares Ranking Pari Passu

 7      PURCHASE AND REDEMPTION OF SHARES

        7.1                                  Company May Purchase or Redeem
        7.2                                  Selection for Redemption
        7.3                                  Shares Held by Company

 8      BORROWING POWERS

        8.1                                  Powers of Directors
        8.2                                  Special Rights in Debt Obligations
        8.3                                  Register of Debentures
        8.4                                  Execution of Debt Obligations
        8.5                                  Register of Indebtedness

 9      GENERAL MEETINGS

        9.1                                  Annual General Meetings
        9.2                                  Consent in Writing
        9.3                                  Classification of Meetings
        9.4                                  Calling of Meetings
        9.5                                  Advance Notice
        9.6                                  Particulars of Notice
        9.7                                  Waiver of Notice
        9.8                                  Notice of Documents

10      PROCEEDINGS AT GENERAL MEETINGS

        10.1                                 Special Business
        10.2                                 Need for Quorum
        10.3                                 Quorum
        10.4                                 Lack of Quorum
        10.5                                 Chairman
        10.6                                 Alternate Chairman
        10.7                                 Adjournments
        10.8                                 Moving and Seconding
        10.9                                 Show of Hands or Poll
        10.10                                Casting Vote Provision
        10.11                                Taking a Poll
        10.12                                Retention of Ballots
        10.13                                Casting of Votes on a Poll
        10.14                                Ordinary Resolution Sufficient
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
PART                  ARTICLE                                       SUBJECT
----    -----------------------------------    ---------------------------------------------------
<S>     <C>                                    <C>
 11     VOTING OF MEMBERS

        11.1                                   Number of Votes
        11.2                                   Persons in Representative Capacity
        11.3                                   Corporate Member
        11.4                                   Joint Holders
        11.5                                   Committee for a Member
        11.6                                   Appointment of Proxyholders
        11.7                                   Execution of Form of Proxy
        11.8                                   Deposit of Proxy
        11.9                                   Form of Proxy
        11.10                                  Validity of Proxy Vote
        11.11                                  Revocation of Proxy

 12     DIRECTORS

        12.1                                   Number of Directors
        12.2                                   Remuneration and Expenses
        12.3                                   Qualification

 13     ELECTION AND REMOVAL OF DIRECTORS

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

 14     POWERS AND DUTIES OF DIRECTORS
        14.1                                   Management of Business
        14.2                                   Appointment of Attorney

 15     DISCLOSURE OF INTEREST OF DIRECTORS

        15.1                                   Disclosure of Conflicting Interest
        15.2                                   Director May Hold Other Office
        15.3                                   Director Acting in Professional Capacity
        15.4                                   Director Receiving Remuneration From Others

 16     PROCEEDINGS OF DIRECTORS

        16.1                                   Chairman of Meetings
        16.2                                   Procedure at Meetings
        16.3                                   Meetings by Conference Telephone
        16.4                                   Notice of Meeting
        16.5                                   Waiver of Notice of Meetings
        16.6                                   Quorum
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
PART                   ARTICLE                                    SUBJECT
----    -----------------------------------    -------------------------------------------------
<S>     <C>                                    <C>
        16.7                                   Continuing Directors may Act
        16.8                                   Validity of Acts of Directors
        16.9                                   Resolution in Writing Effective

 17     EXECUTIVE AND OTHER COMMITTEES

        17.1                                   Appointment of Executive Committee
        17.2                                   Appointment of Committees Generally
        17.3                                   Audit Committee
        17.4                                   Procedure at Meetings

 18     OFFICERS

        18.1                                   President and Secretary Required
        18.2                                   Holding More Than One Office
        18.3                                   Remuneration
        18.4                                   Functions
        18.5                                   Disclosure of Conflicting Interest

 19     INDEMNITY AND PROTECTION OF
        DIRECTORS, OFFICERS AND EMPLOYEES

        19.1                                   Indemnification of Directors
        19.2                                   Indemnification of Officers, Employees, Agents
        19.3                                   Indemnification not Invalidated by Non-compliance
        19.4                                   Company may Purchase Insurance
        19.5                                   Duty to Act Honestly, etc.

 20     DIVIDENDS AND RESERVES

        20.1                                   Declaration of Dividends
        20.2                                   Date Dividend Payable
        20.3                                   Proportionate to Number of Shares
        20.4                                   Reserves
        20.5                                   Receipts from Joint Holders
        20.6                                   No Interest on Dividends
        20.7                                   Payment of Dividends
        20.8                                   Capitalization of Retained Earnings
                                                 or Surplus

21      DOCUMENTS, RECORDS AND REPORTS

        21.1                                   Documents to be Kept
        21.2                                   Accounts to be Kept
        21.3                                   Inspection of Accounts
        21.4                                   Financial Statements and Reports
        21.5                                   Copies to Members
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
PART                     ARTICLE                                  SUBJECT
----    ---------------------------------------    -------------------------------------
<S>     <C>                                        <C>
 22     NOTICES

        22.1                                       Method of giving Notice
        22.2                                       Notice to Joint Holder
        22.3                                       Notice to Personal Representative
        22.4                                       Persons to Receive Notice

 23     RECORD DATES

        23.1                                       Directors May Fix Record Dates
        23.2                                       When Record Date Not Fixed

 24     EXECUTION OF DOCUMENTS

        24.1                                       Authority to Affix Seal
        24.2                                       Facsimile Signatures
        24.3                                       Reproduction of Seal
        24.4                                       Official Seal for Other Jurisdictions

25      PROHIBITIONS IF NOT A REPORTING COMPANY

        25.1                                       Prohibitions
</TABLE>
<PAGE>
                          PROVINCE OF BRITISH COLUMBIA
                                  COMPANY ACT

                                    ARTICLES

                                       OF

                             U-HAUL INSPECTIONS LTD.

                                     PART 1

                                 INTERPRETATION

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

         "Board" and "the Directors" or "the directors" or "the Board of
         Directors" mean the Directors or sole Director of the Company for the
         time being;

         "Company Act" means the Company Act of the Province of British Columbia
         as from time to time in force and all amendments thereto and includes
         the regulations made pursuant thereto;

         "Interpretation Act" means the Interpretation Act of the Province of
         British Columbia as and from time to time in force and all amendments
         thereto and includes the regulations made pursuant thereto;

         "proxyholder" means a person duly appointed by a registered holder to
         represent him at a meeting;

         "registered address" of a member or registered holder means his address
         as recorded in the register of members;

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

         "seal" means the common seal of the Company.

Expressions referring to writing shall be construed as including references to
printing, lithography, typewriting, photography and other modes of representing
or reproducing words in a visible form.

Words importing the singular include the plural and vice versa; and words
importing male persons include female persons and words importing individuals
shall include corporations and vice versa.

1.2.     The meaning of any words or phrases defined in the Company Act and the
Interpretation Act shall, if not inconsistent with definitions herein or with
the subject or context, bear the same meaning in these Articles provided that in
the event of any conflict or inconsistency between the Company Act and the
Interpretation Act, the former shall govern.

1.3.     Except as may be otherwise provided expressly or by necessary
implication in the Company Act, the rules of construction contained in the
Interpretation Act shall apply, with the necessary changes and so far as
applicable, to the interpretation of these Articles.

<PAGE>

                                      - 2 -

                                     PART 2

                          SHARES AND SHARE CERTIFICATE

2.1.     Every member is entitled without charge, to one certificate
representing the shares of each class or series held by him. If a member
requests the Company to issue to him more than one share certificate for any
shares of the same class or series registered in his name, the Directors may
prescribe the fee to be paid for each additional certificate. In respect of a
share or shares held jointly by several persons, the Company shall not be bound
to issue more than one certificate, and delivery of a certificate for a share to
one of several joint registered holders or to his duly authorized agent shall be
sufficient delivery to all; and provided further that the Company shall not be
bound to issue certificates representing redeemable shares, if such shares are
to be redeemed within one month of the date on which they were allotted. Any
share certificate may be sent through the mail by registered prepaid mail to the
member entitled thereto at his registered address, and neither the Company nor
any transfer agent shall be liable for any loss occasioned to the member owing
to any such share certificate so sent being lost in the mail, stolen or
destroyed

2.2.     If a share certificate:

         (a)      is worn out or defaced, the Company shall, upon production to
                  it of the said certificate and upon such other terms, if any,
                  as the Directors prescribe, order the said certificate to be
                  cancelled and shall issue a new certificate in replacement
                  thereof; or

         (b)      is lost, stolen or destroyed, then, upon proof thereof to the
                  satisfaction of the Directors and upon such indemnity, if any,
                  as the Directors deem adequate being given, a new share
                  certificate in lieu thereof shall be issued to the person
                  entitled to such lost, stolen or destroyed certificate.

Such sum, not exceeding the amount permitted by the Company Act, as the
Directors may from time to time fix, shall be paid to the Company for each
certificate to be issued under this Article.

2.3.     Save in the case of the personal representatives of a deceased member,
the Directors may refuse to register more than three persons as the joint
holders of a share.

2.4.     Every share certificate shall be signed manually by at least one
officer or Director of the Company, or by or on behalf of a registrar, branch
registrar, transfer agent or branch transfer agent of the Company and any
additional signatures may be printed or otherwise mechanically reproduced and,
in such event, a certificate so signed is as valid as if signed manually,
notwithstanding that any person whose signature is so printed or mechanically
reproduced shall have ceased to hold the office that he is stated on such
certificate to hold at the date of the issue of a share certificate.

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

                                     PART 3

                                 ISSUE OF SHARES

3.1.     Subject to the Company Act, the Memorandum and these Articles and to
the rights of holders of issued shares arising under the Company Act or
otherwise, the shares shall be under the control of the Directors who may issue,
allot, sell or otherwise dispose of, and/or grant options on or otherwise deal
in, shares authorized but not outstanding, and outstanding shares (including
shares purchased or redeemed by the Company but not cancelled) held by the
Company, at such times, to such persons (including Directors), in such manner,
upon such terms and conditions, and at such price or for such consideration, as
they may determine.

<PAGE>

                                      - 3 -

3.2.     The Directors may authorize the issue of share purchase or subscription
warrants to the purchasers or holders of any debt obligations or other evidences
of indebtedness or other obligations or shares of the Company, upon such terms
and subject to such restrictions as they may determine.

3.3.     Subject to the provisions of the Company Act, the Company, or the
Directors on behalf of the Company, may pay a commission or allow a discount to
any person in consideration of his subscribing or agreeing to subscribe, whether
absolutely or conditionally, for any shares in, or securities of, the Company,
or procuring or agreeing to procure subscriptions, whether absolutely or
conditionally, for any such shares or securities, provided that, if the Company
is not a specially limited company, the rate of the commission and discount
shall not in the aggregate exceed 25 per centum of the amount of the
subscription price of such shares. The Directors may also on any issue or sale
of shares or other securities cause the Company to pay such brokerage as may be
lawful.

3.4.     Subject to the exceptions permitted by the Company Act, no share may be
issued until it is fully paid and the Company shall have received the full
consideration therefor in cash, property or past services actually performed for
the Company. The value of property or services for the purpose of this Article
shall be the amount determined by the Directors by resolution to be, in all
circumstances of the transaction, no greater than the fair market value thereof.

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

                                     PART 4

                                 SHARE REGISTERS

4.1.     The Company shall keep or cause to be kept a register of members, a
register of transfers and a register of allotments within British Columbia, all
as required by the Company Act, and may combine one or more of such registers.
If the Company's capital shall consist of more than one class or series of
shares, a separate register of members, register of transfers and register of
allotments may be kept in respect of each class or series of shares. The
Directors may appoint a trust company to keep the register of members, register
of transfers and register of allotments or, if there is more than one class or
series of shares, the Directors may appoint a trust company, which need not be
the same trust company, to keep the register of members, the register of
transfers and the register of allotments for each class or series of shares. The
Directors may also appoint one or more trust companies, including the trust
company which keeps the said registers of its shares or of a class or series
thereof, as transfer agent or branch transfer agent for its shares or a class or
series thereof, as the case may be, and the same or another trust company or
companies as registrar for its shares or a class or series thereof, as the case
may be. The Directors may terminate the appointment of any trust company
referred to in this Article or in Article 4.2 at any time and may appoint
another trust company in its place.

4.2.     Subject to the Company Act, the Company may keep or cause to be kept
branch registers of members at such places as the Directors may determine,
provided that any such branch register kept within British Columbia shall be
kept by a trust company.

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

<PAGE>

                                      - 4 -

                                     PART 5

                       TRANSFER AND TRANSMISSION OF SHARES

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

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

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

5.4.     Every instrument of transfer shall be executed by the transferor and
left at the registered office of the Company or at the office of its transfer
agent or branch transfer agent or registrar or branch registrar for the shares
to be transferred for registration together with the share certificate for the
shares to be transferred and such other evidence, if any, as the Directors or
the transfer agent or branch transfer agent or registrar or branch registrar may
require to prove the title of the transferor or his right to transfer the shares
and the right of the transferee to have the transfer registered. All instruments
of transfer or a photographic reproduction thereof, if the transfer is
registered, shall be retained by the Company or its transfer agent or branch
transfer agent or registrar or branch registrar and any instrument of transfer,
if the transfer is not registered, shall be returned to the person depositing
the same together with the share certificate which accompanied the same when
tendered for registration.

5.5.     There shall be paid to the Company in respect of the registration of
any transfer such sum, if any, as the Directors may from time to time determine.

5.6.     In the case of the death of a member, the survivors where the deceased
was a joint registered holder, and the personal representatives of the deceased
where he was the sole registered holder, shall be the only persons recognized by
the Company as having any title to the deceased's interest in the shares
registered in his name. Before recognizing any persona] representative the
Directors may require him to deliver to the Company the documents required by
the Company Act and such other evidence as the Directors may require of the
personal representative's appointment, including a grant of probate, letters of
administration or other similar documentation from the jurisdiction in which the
shares are to be transferred, and of the payment or satisfaction of all taxes,
duties, fees and other similar assessments payable to any governmental authority
of any applicable jurisdiction with respect to the shares arising out of the
member's death.

<PAGE>

                                      - 5 -

5.7.     A guardian, committee, trustee, curator, tutor, personal representative
or trustee in bankruptcy of a member, although not a member himself, shall have
the same rights, privileges and obligations that attach to the shares held by
the member if the documents and evidence referred in Article 5.6 are delivered
to the Company. This Article does not apply on the death of a member with
respect to shares registered in his name and the name of another person in joint
tenancy.

5.8.     Any person referred to in Article 5.7 who becomes entitled to shares of
a member, upon the documents and evidence referred to in Article 5.6 being
delivered to the Company, has the right either to be registered as a member in
his representative capacity in respect of such shares, or, if he is a personal
representative, instead of being registered himself, to make such transfer of
the shares as the member could have made; but the Directors shall, as regards a
transfer by any such person, have the same right, if any, to decline
registration of a transferee as they would have in the case of a transfer of the
shares by the member.

                                     PART 6

                             ALTERATION OF CAPITAL

6.1.     The Company may by ordinary resolution amend its Memorandum to increase
the authorized capital of the Company by:

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

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

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

6.2.     The Company may by special resolution alter its Memorandum to
subdivide, consolidate, change from shares with par value to shares without par
value, or from shares without par value to shares with par value, or change the
designation of, all or any of its shares but only to such extent, in such manner
and with such consents of members holding a class or series of shares which is
the subject of or affected by such alteration, as the Company Act provides.

6.3.     The Company may alter its Memorandum or these Articles by such
resolution as is permitted by the Company Act and by otherwise complying with
any applicable provisions of the Memorandum or these Articles, to create,
define and attach special rights or restrictions to any shares and to vary or
abrogate any special rights and restrictions attached to any shares.

6.4.     No right or special right attached to the issued shares of any class or
series shall be prejudiced or interfered with unless the consents of the holders
of the shares of each such class or series required by the Company Act are
obtained. Notwithstanding such consent, no right or special right attached to
any issued shares shall be prejudiced or interfered with as to any part of
issued shares of any class or series unless the holders of the rest of the
issued shares of such class or series either all consent thereto in writing or
consent thereto by a resolution passed by the votes of members holding
three-fourths of the rest of such class or series.

6.5.     Subject to the Company Act, and unless these Articles or the Memorandum
otherwise provide, the provisions of these Articles relating to general meetings
shall apply, with the necessary changes and so far as they are applicable, to a
class or series meeting of members holding a particular class or series of
shares but the quorum at a class or series meeting shall be one person holding
in person or by proxy not less than one-third of the issued shares of that class
or series, as the case may be.

6.6.     The Company may, by resolution of the Directors, alter the Memorandum
by cancelling shares which are lot allotted or issued, or which are surrendered
to the Company either by way of gift or otherwise in accordance with be Company
Act, and diminish its authorized capital accordingly.

<PAGE>

                                      - 6 -

6.7.     The rights, or special rights or restrictions attached to the shares of
any class or series shall, unless otherwise expressly provided by the terms, if
any, of such rights, or special rights or restrictions be deemed not to be
modified, abrogated, varied or dealt with by the creation or issue of further
shares ranking pari passu therewith.

                                     PART 7

                       PURCHASE AND REDEMPTION OF SHARES

7.1.     Subject to the special rights and restrictions attached to any shares,
the Company may, by resolution of the Directors and in compliance with the
Company Act, purchase any of its shares at the price and upon the terms
specified in such resolution, or redeem any of its shares which have a right of
redemption attached to them. No such purchase or redemption shall be made if the
Company is insolvent at the time of the proposed purchase or redemption or if
the proposed purchase or redemption would render the Company insolvent. Unless
the shares are to be purchased through a stock exchange or the Company is
purchasing the shares from dissenting members pursuant to the requirements of
the Company Act, or from a bona fide employee or former employee of the Company
or an affiliate of the Company or his personal representative in respect of
shares beneficially owned by such employee or former employee, the Company
shall, if required by the Company Act, make its offer to purchase pro rata to
every member who holds shares of the class or series, as the case may be, to be
purchased.

7.2.     If the Company proposes at its option to redeem some but not all of the
shares of any class or series, the Directors may, subject to the special rights
and restrictions attached to the shares of such class or series, decide the
manner in which the shares to be redeemed shall be selected, and, subject as
aforesaid, need not redeem pro rata.

7.3.     Subject to the Company Act and the Memorandum, any shares purchased or
redeemed by the Company, if not cancelled, may be sold or, if cancelled (but
still in the Company's authorized capital), may be reissued, but, while such
shares which have not been cancelled are held by the Company, it shall not
exercise any vote in respect of such shares and no dividend or other
distribution shall be paid or made thereon.

                                     PART 8

                                BORROWING POWERS

8.1.     Subject to the Company Act, the Directors may authorize and cause the
Company to:

         (a)      borrow money in such manner and amounts, on such security, or
                  without security, from such sources and upon such terms and
                  conditions as they think fit;

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

         (c)      issue debt obligations, or other evidences of obligations or
                  indebtedness, either outright or as security for any liability
                  or obligation of the Company or any other person;

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

         (e)      for the purposes of the Special Corporate Powers Act of the
                  Province of Quebec and without in any way limiting the powers
                  conferred upon the Company and the Directors by the foregoing
                  or by any other provisions of these Articles, or by the
                  Memorandum, or by the Company Act, for the purpose of securing
                  any notes, bonds, debentures or debenture stock which it is by
                  law entitled to, issue, hypothecate, mortgage or pledge, and
                  cede and transfer, any property, moveable, or immovable,
                  present or future, which it may own in the Province of Quebec.

<PAGE>

                                      - 7 -

8.2.     Any debt obligations of the Company may be issued at a discount,
premium or otherwise, and with any special privileges as to redemption,
surrender, drawings, allotment of or conversion into or exchange for shares or
other securities, attending and voting at general meetings of the Company
appointment or election of Directors, or otherwise, and may by their terms be
assignable free from any equities between the Company and the person to whom
they are issued or any other person who subsequently acquires the same, all as
the Directors may determine.

8.3.     The Company shall keep or cause to be kept within the Province of
British Columbia in accordance with the Company Act a register of its debentures
and a register of debentureholders, which registers may be combined, and if
there is more than one series of debentures a separate register of debentures
and debentureholders may be kept in respect of each series. The Directors may
appoint a trust company to keep the register of debentureholders. Subject to the
Company Act, the Company may keep or cause to be kept branch registers of its
debentureholders at such places as the Directors may determine, provided that
any such branch register kept within British Columbia shall be kept by a trust
company. The Directors may also appoint a trust company as transfer agent or
branch transfer agent for its debentures or a series thereof. The Directors may
terminate the appointment of any such trust company at any time and may appoint
another trust company in its place.

8.4.     Every debt obligation of the Company shall be signed manually be at
least one Director or officer of the Company or by or on behalf of a trustee,
registrar, branch registrar, transfer agent or branch transfer agent for the
debt obligation appointed by the Company or under any instrument under which the
debt obligation is issued, or by or on behalf of a trustee who certifies it in
accordance with a trust indenture, and any additional signatures may be printed
or otherwise mechanically reproduced thereon and, in such event, a debt
obligation so signed is as valid as if signed manually notwithstanding that any
person whose signature is so printed or mechanically reproduced shall have
ceased to hold the office that he is stated on such debt obligation to hold at
the date of the issue thereof.

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

                                     PART 9

                                GENERAL MEETINGS

9.1.     Annual general meetings of the Company shall be held as required by the
Company Act at such time and place as is determined by the Directors.

9.2.     If the Company is, or becomes, a company which is not a reporting
company, and all the members entitled to attend and vote at an annual general
meeting consent in writing to all the business which is required or desired to
be transacted at the meeting, the meeting need not be held, and shall be deemed
to have been held on the date specified in such written consent, or, failing
such a date being specified, on the date all such members consent thereto. A
written consent for the purposes of this Article 9.2 may be given by any method
or means authorized by Article 16.9 for consenting in writing to a resolution.

9.3.     All general meetings other than annual general meetings are herein
referred to as and may be called extraordinary general meetings or special
general meetings:

9.4.     The Directors may, whenever they think fit, convene a special general
meeting. A special general meeting, if requisitioned in accordance with the
Company Act, shall be convened by the Directors or, if not convened by the
Directors, may be convened by the requisitionists as provided in the Company
Act.

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

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                                      - 8 -

9.6.     A notice convening a general meeting specifying the place, the day, and
the hour of the meeting, and, in case of special business, the general nature of
that business, shall be given as provided in the Company Act and in the manner
hereinafter in these Articles mentioned, or in such other manner (if any) as may
be prescribed by ordinary resolution, whether previous notice thereof has been
given or not, to such persons as are entitled by law or under these Articles to
receive such notice from the Company. Accidental omission to give notice of a
meeting to, or the non-receipt of notice of a meeting, by any member shall not
invalidate the proceedings at that meeting.

9.7.     All the members of the Company entitled to attend and vote at a general
meeting may, by unanimous consent in writing given before, during or after the
meeting, or if they are present at the meeting by a unanimous vote, waive or
reduce the period of notice of such meeting and an entry in the minute book of
such waiver or reduction shall be sufficient evidence of the due convening of
the meeting. A consent in writing for the purposes of this Article 9.7 may be
given by any method or means authorized by Article 16.9 for consenting in
writing to a resolution.

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

                                     PART 10

                         PROCEEDINGS AT GENERAL MEETINGS

10.1.    All business shall be deemed special business which is transacted at:

         (a)      a special general meeting other than the conduct of and voting
                  at, such meeting; and

         (b)      an annual general meeting, with the exception of the conduct
                  of, and voting at, such meeting, the consideration of the
                  financial statement and of the respective reports of the
                  Directors and Auditor,  fixing or changing the number of
                  Directors, electing Directors, appointing the Auditor, fixing
                  the remuneration of the Auditor and the Directors if
                  applicable, and such business as by these Articles or the
                  Company Act may be transacted at a general Meeting without
                  prior notice thereof being given to the members and any
                  business which is brought under consideration by the report of
                  the Directors.

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

10.3.    Save as herein otherwise provided, a quorum for a meeting shall be two
persons present and being, or representing by proxy, members holding not less
than one-twentieth of the issued shares entitled to be voted at the meeting. If
there is only one member the quorum is one person present and being, or
representing by proxy, such member. The Directors, the Secretary, an Assistant
Secretary and a solicitor of the Company shall be entitled to attend at any
general meeting but no such person shall be counted in the quorum or vote at any
meeting unless he shall be a member or proxyholder entitled to vote thereat.

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

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                                      - 9 -

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

10.6.    If at any general meeting neither the Chairman of the Board nor
President nor a Vice-President is present within fifteen minutes after the time
appointed for holding the meeting or is willing to act as chairman, the
Directors present shall choose some one of their number to be chairman, or if
all the persons occupying the said offices shall have advised the Secretary or
an Assistant Secretary that they will not be present at a meeting, the Directors
present shall choose one of their number to be chairman or if no Director is
present, the members and proxyholders present may choose one of their number to
be a chairman. If a person willing to act is not chosen as chairman in
accordance with these provisions within 45 minutes after the time appointed for
holding the meeting, the meeting shall be dissolved.

10.7.    The chairman may and shall, if so directed by the meeting, adjourn a
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 from which the adjournment took place. When a meeting is adjourned
for thirty days or more, notice, but not, "advance notice" referred to in
Article 9.5, of the adjourned meeting shall be given as in the case of an
original meeting. Save as aforesaid, it shall not be necessary to give any
notice of an adjourned meeting or of the business to be transacted at an
adjourned meeting.

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

10.9.    Subject to the provisions of the Company Act, at any general meeting a
resolution put to the vote of the meeting shall be decided on a show of hands,
unless (before or on the declaration of the result of the show of hands) a poll
is directed by the chairman or demanded by at least one member or proxyholder
entitled to vote who is present. The chairman shall declare to the meeting the
decision on every question in accordance with the result of the show of hands or
the pool, and such decision shall be entered in th book of proceedings of the
Company. A declaration by the chairman that a resolution has been carried, or
carried unanimously, or by a particular majority, or lost or not carried by a
particular majority and an entry to that effect in the book of the proceedings
of the Company shall be conclusive evidence of the fact, without proof of the
number or proportion of the votes recorded in favour of, or against, that
resolution.

10.10.   In the case of an equality of votes, whether on a show of hands or on a
poll, the chairman of the meeting at which the show of hands takes place or at
which the poll is demanded shall not be entitled to a second or casting vote.

10.11.   No poll may be demanded on the election of a chairman. A pol demanded
on a question of adjournment shall be taken forthwith. A poll demanded on any
other question shall be taken as soon as, in the opinion of the chairman, is
reasonably convenient, but in no event later than seven days after the meeting
and at such time and place and in such manner as the chairman of the meeting
directs. The result of the poll shall be deemed to be resolution of and passed
at the meeting at which the poll was demanded. Any business other than that upon
which the poll has been demanded may be proceeded with pending the taking of the
poll. A demand for a poll may be withdrawn. In any dispute as to the admission
or rejection of a vote the decision of the chairman made in good faith shall be
final and conclusive. In the event of a poll by mail, the seven days limit
hereinbefore prescribed shall be deemed to be satisfied if the ballot is mailed
within seven days and specifies a date by which completed ballots must be
received to be counted in the poll that date being such date as the chairman in
the reasonable exercise of his discretion thinks is appropriate, but being in no
event later than twenty-one days after the mailing of the ballot form.

10.12.   Every ballot cast upon a poll and every proxy appointing a proxyholder
who casts a ballot upon a poll shall be retained by the Secretary for such
period and be subject to such inspection as the Company Act may provide.

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

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                                     - 10 -

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

                                     PART 11

                                VOTES OF MEMBERS

11.1.    Subject to any special voting rights or restrictions attached to any
shares and the restrictions on joint registered holders of shares, on a show of
hands every member who is present in person at a meeting and entitled to vote
thereat shall have one vote and on a poll every member shall have one vote for
each share entitled to be voted at the meeting of which he is the registered
holder and may exercise such vote either in person or by proxyholder. A
proxyholder shall not have the right to vote on a show of hands unless he is a
member entitled to vote at the meeting on a show of hands.

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

11.3.    Any corporation not being a subsidiary which is a member of the Company
may authorize such person as it thinks fit to act as its representative at any
meeting. The person so authorized shall be entitled to exercise in respect of
and at such meeting the same powers on behalf of the corporation which he
represents as that corporation could exercise if it were an individual member of
the Company personally present, including, without limitation, the right to
appoint a proxyholder to represent such corporation, and shall, if present at
the meeting, be counted for the purpose of forming a quorum and be deemed to be
a member present at the meeting. Evidence of the appointment of any such
representative may be sent to the Company by written instrument, telegram, telex
or any method of transmitting legibly recorded messages. Notwithstanding the
foregoing, a corporation being a member and entitled to vote may appoint a
proxyholder.

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

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

11.6.    A member holding more than one share in respect of which he is entitled
to vote shall be entitled to appoint one or more, but not more than three,
proxyholders to attend, act and vote for him on the same occasion. If such a
member should appoint more than one proxyholder for the same occasion he shall
specify the number of shares each proxyholder shall be entitled to vote. A
member may also appoint one or more alternate proxyholders to act in the place
and stead of an absent proxyholder.

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

                                      -11-

11.8.    Unless otherwise permitted by the Directors, a proxy and the power of
attorney or other authority, if any, under which it is signed or a notarially
certified copy thereof shall be deposited at the registered office of the
Company or at such other place as is specified for that purpose in the notice
convening the meeting, not less than 48 hours (excluding Saturdays and holidays)
before the time for holding the meeting in respect of which the person named in
the instrument is appointed. In addition to any other method of depositing
proxies provided for in these Articles, the Directors may, subject to the
Company Act, make regulations relating to the depositing of proxies at any place
or places and fixing the time or times for depositing the proxies prior to the
meeting or adjourned meeting at which they are to be used and providing for
particulars of such proxies to be sent to the Company or any agent of the
Company in writing or by letter, telegram, telex or any method of transmitting
legibly recorded messages so as to arrive before the commencement of the meeting
or adjourned meeting at the office of the Company or of any agent of the Company
appointed for the purpose of receiving such particulars and providing that
proxies so deposited may be acted upon as though the proxies themselves were
deposited as required by this Part and votes given in accordance with such
regulations shall be valid and shall be counted.

11.9.    Unless the Company Act or any other statute or law which is applicable
to the Company or to any class of its shares requires any other form of proxy, a
proxy, whether for a specified meeting or otherwise, shall be in the form
following, but may also be in any other form that the Directors or the chairman
of the meeting shall approve:

                                      PROXY

         The undersigned, being a member of_______________, hereby appoints
         ______________________________, or failing him, __________, as
         proxyholder for the undersigned to attend, act and vote for and on
         behalf of the undersigned at the annual or extraordinary (as the case
         may be) general meeting of the Company to be held on the_day of_______,
         19_ and at any adjournment thereof.

         Signed this__day of_______, 19_.

                               ___________________
                              (Signature of member)

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

11.11.   Every proxy may be revoked by an instrument in writing:

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

         (b)      delivered either at the registered office of the Company at
                  any time up to and including the last business day preceding
                  the day of the meeting, or any adjournment thereof at which
                  the proxy is to be used, or to the chairman of the meeting on
                  the day of the meeting or any adjournment thereof before any
                  vote in respect of which the proxy is to be used shall have
                  been taken,

or in any other manner provided by law.

<PAGE>

                                      -12-

                                     PART 12

                                    DIRECTORS

12.1.    If the Company is an amalgamated Company, the first Directors shall be
the persons so specified in the amalgamation agreement. The Directors to succeed
the first Directors, after incorporation of the Company, may be appointed in
writing by a majority of the subscribers to the Memorandum or at a meeting of
the subscribers, or if not so appointed, they shall be elected by the members
entitled to vote on the election of Directors and the number of Directors shall
be the same as the number of Directors so appointed or elected. The number of
Directors, excluding additional Directors, may be fixed or changed from time to
time by ordinary resolution, whether previous notice thereof has been given or
not, but notwithstanding anything contained in these Articles the number of
Directors shall never be less than one or, if the Company is or becomes a
reporting company, less than three.

12.2.    The remuneration of the Directors as such may from time to time be
determined by the Directors or, if the Directors shall so decide, by the
members. Such remuneration may be in addition to any salary or other
remuneration paid to any officer or employee of the Company as such who is also
a Director. The Directors shall be repaid such reasonable travelling, hotel and
other expenses as they incur in and about the business of the Company
(including, if authorized by resolution of the Directors in respect of the
Directors generally, those incurred in attending meetings of the Directors or of
any committees of the Directors) and if any Director shall perform any
professional or other services for the Company that in the opinion of the
Directors are outside the ordinary duties of a Director or shall otherwise be
specially occupied in or about the Company's business, he may be paid a
remuneration to be fixed by the Board, or, at the option of such Director, by
the Company in general meeting, and such remuneration may be either in addition
to, or in substitution for any other remuneration that he may be entitled to
receive. The Directors on behalf of the Company, unless otherwise determined by
ordinary resolution, may pay a gratuity or pension or allowance on retirement to
any Director who has held any salaried office or place of profit with the
Company or to his spouse or dependents and may make contributions to any fund
and pay premiums for the purchase or provision of any such gratuity, pension or
allowance.

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

                                     PART 13

                       ELECTION AND REMOVAL OF DIRECTORS

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

13.2.    A retiring Director shall be eligible for re-election.

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

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

<PAGE>

                                      -13-

fixed pursuant to these Articles such number shall be fixed at the number of
Directors actually elected or continued in office. If no Directors are elected
at such meeting the retiring Directors shall be deemed to have been re-elected,
but nothing herein shall prohibit or restrict the right of a Director to resign.

13.5.    Subject to Article 16.7, any casual vacancy occurring in the Board of
Directors may be filled by the remaining Directors or Director.

13.6.    Between successive annual general meetings the Board of Directors shall
itself have power to appoint one or more additional Directors of the Company but
the number of Directors so appointed shall not at any time exceed one-third of
the number of Directors elected at the last general meeting at which Directors
were elected. Any Director so appointed shall hold office only until the next
following annual general meeting of the Company, but shall be eligible for
election at such meeting and so long as he is an additional Director the number
of Directors shall be increased accordingly.

13.7.    Any Director may by instrument in writing delivered to the Company
appoint any person to be his alternate to act in his place at meetings of the
Directors at which he is not present unless the Directors shall have reasonably
disapproved the appointment of such person as an alternate Director and shall
have given notice to that effect to the Director appointing the alternate
Director within a reasonable time after delivery of such instrument to the
Company. Every such alternate shall be entitled to notice of meetings of the
Directors and to attend, be counted in the quorum and vote as a Director at a
meeting at which the person appointing him is not personally present, and, if
the alternate is a Director in his own right, to be separately counted in the
determination of a quorum on behalf of the Director or Directors he is
representing and to have a separate vote on behalf of the Director or Directors
he is representing. Every such alternate, to the extent not restricted by the
instrument appointing him, may sign on behalf of the Director or Directors who
appointed him, resolutions submitted to the Directors to be consented to in
writing, as referred to in Article 16.9, and shall be deemed to be a Director
for the purposes of so signing such resolutions. Save as aforesaid or as
expressly otherwise provided in these Articles, an alternate Director shall not
generally have the power to act as a Director. A Director may at any time by
instrument in writing revoke the appointment of an alternate appointed by him.
The remuneration if any payable to such an alternate Director shall be payable
out of the remuneration of the Director appointing him. The appointment or
revocation of the appointment of an alternate Director may be by telegram, telex
or any method of transmitting legibly recorded messages delivered to the
Company.

13.8.    In addition to the provisions of Article 13.1 and Article 13.9, a
         Director shall cease to hold office if he:

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

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

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

The appointment of an alternate Director shall terminate if:

         (a)      the Director who appointed him at any time or by notice to the
                  Company revokes his appointment; or

         (b)      he resigns by notice to the Company; or

         (c)      the Director who appointed him ceases for any reason to be a
                  Director; or

         (d)      he is convicted of an indictable offence and the other
                  Directors shall have resolved to remove him; or

         (e)      he ceases to hold the qualifications necessary for a Director
                  pursuant to the Company Act; or

         (f)      the term of his appointment, if any, expires.

<PAGE>

                                      -14-

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

                                     PART 14

                         POWERS AND DUTIES OF DIRECTORS

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

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

                                     PART 15

                    DISCLOSURE OF INTEREST OF DIRECTORS

15.1.    A Director who:

         (a)      is, in any way, directly or indirectly interested in an
                  existing or proposed contract or transaction with the
                  Company; or

         (b)      holds any office or possesses any property whereby, directly
                  or indirectly, a duty or interest may be created to conflict
                  with his duty or interest as a Director,

shall declare the nature and extent of his interest in such contract or
transaction or of the conflict or potential conflict with his duty and interest
as a Director, as the case may be, in accordance with the Company Act. A
Director interested in a contract or transaction as aforesaid shall be counted
in the quorum at a meeting of the Directors at which the proposed contract or
transaction is approved, if present at the meeting, and such Director may vote
in respect of the approval of the contract or transaction. If he votes he may be
liable to account for any profit in accordance with the provisions of the
Company Act.

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

15.3.    Subject to the Company Act, a Director or his firm may act in a
professional capacity for the Company (except as auditor of the Company) and he
or his firm shall be entitled to remuneration for professional services as if he
were not a Director.

<PAGE>

                                      -15-

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

                                     PART 16

                            PROCEEDINGS OF DIRECTORS

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

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

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

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

16.5.    Any Director or alternate Director may file with the Secretary a
document executed by him waiving notice of any past, present or future meeting
or meetings of the Directors being, or required to have been, sent to him and
may at any time withdraw such waiver with respect to meetings held after such
withdrawal. After filing such waiver with respect to future meetings and until
such waiver is withdrawn no notice need be given to such Director and, unless
the Director otherwise requires in writing to the Secretary, to his alternate
Director of any meeting of Directors and all meetings of the Directors so held
shall be deemed not to be improperly called or constituted by reason of notice
not having been given to such Director or alternate Director. A waiver as
aforesaid may be given by telegram, telex or other method of transmitting
legibly recorded messages.

16.6.    The quorum necessary for the transaction of the business of the
Directors may be fixed by the Directors and if not so fixed shall be that number
of Directors that is a majority of the number of Directors positions then fixed
for the Company, whether or not each position is filled.

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

<PAGE>

                                      -16-

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

16.9.    A resolution consented to in writing (which resolution may be in
counterparts which together shall be deemed to constitute one resolution in
writing) whether by document, telegram, telex or any method of transmitting
legibly recorded messages or other means, by all of the Directors shall be as
valid and effectual as if it had been passed at a meeting of the Directors duly
called and held on the date, expressly or by necessary implication stated
thereon to be the effective date of the passage or adoption of the resolution.
In the event of counterparts bearing expressly or by implication different
effective dates, then in the absence of a further resolution of the Directors in
that regard, the date the resolution is passed or adopted shall be deemed to be
the latest effective date stated on any counterpart.

                                     PART 17

                         EXECUTIVE AND OTHER COMMITTEES

17.1.    The Directors may appoint an Executive Committee to consist of such
member or members of their body as they think fit, which Committee shall have,
and may exercise during the intervals between the meetings of the Directors, all
the powers vested in the Directors except the power to fill vacancies in the
Board of Directors, the power to change the membership of, or fill vacancies in,
said Committee and such other powers, if any, as may be specified by the
Directors.

17.2.    The Directors may appoint committees consisting of such members of
their body as they think fit and may delegate to any such committee any power of
the Directors (except the power to fill vacancies in the Board of Directors, the
power to change the membership of, or fill vacancies in, any committee of the
Directors and the power to appoint or remove officers appointed by the
Directors), subject to such conditions as may be prescribed by the Directors.

17.3.    If the Company is or becomes a reporting company, the Directors shall
appoint an audit committee at such time and consisting of such members of their
body as they think fit subject to the Company Act. The audit committee shall
exercise the powers and perform the functions of an audit committee as described
in the Company Act. In addition, the Directors may delegate to the audit
committee any power of the Directors (except the power to fill vacancies in the
Board of Directors, the power to change the membership of, or fill vacancies in,
any committee of the Directors and the power to appoint or remove officers
appointed by the Directors), subject to such conditions as may be prescribed by
the Directors.

17.4.    All committees of Directors shall keep regular minutes of their
proceedings and meetings and shall cause them to be recorded in books kept for
that purpose, and shall report the same to the Directors at such times as the
Directors may from time to time require. Committees may make rules for the
conduct of their business and may appoint such assistants as they may deem
necessary. A majority of the members of a committee shall constitute a quorum
thereof. Save as set out in this Part 17 or in the rules made by a committee as
aforesaid, the meetings and proceedings of a committee consisting of more than
one member shall be governed by the provisions of these Articles regulating the
proceedings and meetings of the Directors, including, without limitation, the
provisions with respect to the appointment of alternates to the intent that a
Director who is a member of a committee may appoint an alternate to represent
him at a meeting of the committee unless the Board of Directors shall prohibit
the appointment of alternates by the members of such committee, and including
the provisions with respect to resolutions consented to in writing. The
Directors shall have power at any time to revoke or override any authority given
to or acts to be done by any such committees, except with respect to acts done
before such revocation or overriding, and to terminate the appointment or change
the membership of a committee and to fill vacancies in it.

<PAGE>

                                      -17-

                                     PART 18

                                    OFFICERS

18.1.    The Directors shall appoint a President and a Secretary and such other
officers, if any, as the Directors shall determine from time to time and the
Directors may, at any time, terminate any such appointment. No officer shall be
appointed unless he is qualified in accordance with the provisions of the
Company Act.

18.2.    One person may hold more than one of such offices except that the
offices of President and Secretary must be held by different persons unless the
Company has only one member. Any person appointed as the Chairman of the
Board, the President or the Managing Director shall be a Director. The other
officers need not be Directors.

18.3.    The remuneration of the officers of the Company as such and the terms
and conditions of their tenure of office or employment shall from time to time
be determined by the Directors; such remuneration may be by way of salary, fees,
wages, commission or participation in profits or any other means or all of these
modes and an officer may in addition to such remuneration be entitled to receive
after he ceases to hold such office or leaves the employment of the Company a
pension or gratuity.

18.4.    The Directors may decide what functions and duties each officer shall
perform and may entrust to and confer upon him any of the powers exercisable by
them upon such terms and conditions and with such restrictions as they think fit
and may from time to time revoke, withdraw, alter or vary all or any of such
functions, duties and powers. The Secretary shall, inter alia, perform the
functions of the Secretary specified in the Company Act.

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

                                     PART 19

                          INDEMNITY AND PROTECTION OF
                       DIRECTORS, OFFICERS AND EMPLOYEES

19.1.    Subject to the Company Act and these Articles, the Directors shall
cause the Company to indemnify a Director or former Director of the Company and
a Director or former Director of a corporation which is or was a subsidiary of
the Company or (if he acted as such at the request of the Company) of any other
corporation of which the Company is or was a shareholder and the heirs and
personal representatives of any such person against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment,
actually and reasonably incurred by him or them including an amount paid to
settle an action or satisfy a judgment in a civil, criminal or administrative
action or proceeding to which he is or they are made a party by reason of his
being or having been a Director of the Company or a director of such
corporation, including any action brought by the Company or any such
corporation. The Company shall apply to the Court for all approvals of the Court
which may be required to make any indemnity referred to in this Article
effective and enforceable. The Company shall be deemed to have contracted, on
the terms of the foregoing indemnity, with each Director of the Company and each
such Director of such corporation on his being elected or appointed.

19.2.    Subject to the Company Act and these Articles, the Directors shall
cause the Company to indemnify:

         (a)      any officer or former officer (but in the case of an officer
                  of a corporation other than a subsidiary of the Company only
                  if he acted as such at the request of the Company); and

         (b)      any employee, former employee or agent or former agent
                  designated by the Directors,

of the Company or of a corporation which is or was a subsidiary of the Company
or of any other corporation of which the Company is or was a shareholder
(notwithstanding that he is also a Director) and his heirs and personal

<PAGE>

                                      -18-

representatives against all costs, charges and expenses whatsoever (including,
without limiting the generality of the foregoing, those specifically referred to
in Article 19.1 above) incurred by him or them and resulting from his acting as
an officer, employee or agent of the Company or of such corporation. The Company
shall be deemed to have contracted, on the terms of the foregoing indemnity,
with each such officer or former officer on his being appointed.

19.3.    The failure of a person to comply with the Company Act or of the
Memorandum or these Articles shall not, of itself, invalidate any indemnity to
which such person is entitled under this Part.

19.4.    The Directors may cause the Company to purchase and maintain insurance
for the benefit of:

         (a)      any person who is or was serving as a Director or officer of
                  the Company or as a director or officer of a corporation which
                  is or was a subsidiary of the Company or (if he acted as such
                  at the request of the Company) of any other corporation of
                  which the Company is or was a shareholder; and

         (b)      any person designated by the Directors who is or was serving
                  as an employee or agent of the Company or of such corporation;
                  and

         (c)      any person in respect of whom the Company is or may be
                  obligated to indemnify pursuant to this Part 19,

and his heirs and personal representatives against any liability incurred by him
as such Director, director, officer, employee or agent.

19.5.    If any of the provisions of this Part shall be void, illegal or
invalid, the remaining provisions of this Part shall be construed and take
effect as if the void, illegal or invalid provision had never been contained
herein. The Company shall not be required to indemnify a person pursuant to
Articles 19.1 or 19.2 if such person did not, with respect to the act or matter
giving rise to the proposed indemnification, act honestly and in good faith and
with a view to the best interests of the Company or the corporation referred to
therein, as the case may be, or in the case of a criminal or administrative act
or proceeding, if he did not have reasonable grounds for believing his conduct
was lawful or duly authorized. The provisions of this Part 19 relating to
Directors and former Directors of the Company and to directors and former
directors of a corporation which is or was a subsidiary of the Company or of a
corporation in which the Company is or was a shareholder also apply, with the
necessary changes and so far as applicable, to alternate Directors of the
Company and alternate directors of such corporations.

                                     PART 20

                             DIVIDENDS AND RESERVES

20.1.    Subject to the Company Act and to the special rights and restrictions
as to dividends attached to any shares, the Directors may from time to time
declare and authorize payment of such dividends, if any, as they may deem
advisable and need not give notice of such declaration to any member. No
dividend shall be paid otherwise than out of funds and/or assets properly
available for the payment of dividends and a declaration by the Directors as to
the amount of such funds and/or assets available for dividends shall be
conclusive. The Company may pay any such dividend wholly or in part by the
distribution of specific assets and in particular by paid up shares, bonds,
debentures or other securities of the Company or any other corporation or in any
one or more such ways as may be authorized by the Company or the Directors and
where any difficulty arises with regard to such a distribution the Directors may
settle the same as they think expedient, and in particular may fix the value for
distribution of such specific assets or any part thereof, and may determine that
cash payments in substitution for all or any part of the specific assets to
which any members are entitled shall be made to any members on the basis of the
value so fixed in order to adjust the rights of all parties and may vest any
such specific assets in trustees for the persons entitled to the dividend as may
seem expedient to the Directors.

20.2.    Any dividend declared on shares of any class or series by the Directors
may be made payable on such date as is fixed by the Directors.

<PAGE>

                                      -19-

20.3.    Subject to the rights of members (if any) holding shares with special
rights as to dividends, all dividends on shares of any class or series shall be
declared and paid according to the number of such shares held.

20.4.    The Directors may, before declaring any dividend, set aside out of the
funds properly available for the payment of dividends such sums as they think
proper as a reserve or reserves, which shall, at the discretion of the
Directors, be applicable for meeting contingencies, or for equalizing dividends,
or for any other purpose to which such funds of the Company may be properly
applied, and pending such application may, at the like discretion, either be
employed in the business of the Company or be invested in such investments as
the Directors may from time to time think fit. The Directors may also, without
placing the same in reserve, carry forward such funds, which they think prudent
not to divide.

20.5.    If several persons are registered as joint holders of any share, any
one of them may give an effective receipt for any dividend, bonuses or other
moneys payable in respect of the share.

20.6.    No dividend shall bear interest against the Company. Where the dividend
to which a member is entitled includes a fraction of a cent, such fraction shall
be disregarded in making payment thereof and such payment shall be deemed to be
payment in full.

20.7.    Any dividend, bonus or other moneys payable in cash in respect of
shares may be paid by cheque or warrant sent through the post directed to the
registered address of the holder, or in the case of joint holders, to the
registered address of that one of the joint holders who is first named on the
register or to such person and to such address as the holder or joint holders
may direct in writing. Every such cheque or warrant shall be made payable to the
order of the person to whom it is sent. The mailing of such cheque or warrant
shall, to the extent of the sum represented thereby (plus the amount of any tax
required by law to be deducted) discharge all liability for the dividend, unless
such cheque or warrant shall not be paid on presentation or the amount of tax so
deducted shall not be paid to the appropriate taxing authority.

20.8.    Notwithstanding anything contained in these Articles the Directors may
from time to time capitalize any retained earnings or surplus of the Company and
may issue as fully paid and non-assessable any unissued shares or any debt
obligations of the Company as a dividend representing such retained earnings or
surplus or any part thereof.

                                     PART 21

                         DOCUMENTS, RECORDS AND REPORTS

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

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

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

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

21.5.    Every member shall be entitled to be furnished once gratis on demand
with a copy of the latest annual financial statement of the Company and, if so
required by the Company Act, a copy of each such annual financial statement and
interim financial statement shall be mailed to each member.

<PAGE>

                                      -20-

                                     PART 22

                                     NOTICES

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

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

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

22.4.    Notice of every general meeting or meeting of members shall be given in
a manner hereinbefore authorized to every member holding at the record date for
determining the members entitled to such notice shares which confer the right to
notice of and to attend and vote at any such meeting. No other person except the
auditor of the Company and the Directors of the Company shall be entitled to
receive notices of any such meeting.

                                     PART 23

                                  RECORD DATES

23.1.    Subject to the Company Act, the Directors may fix in advance a date as
the record date for the determination of the members entitled to notice of any
meeting of members or any adjournment thereof, and/or a date as the record date
for the determination of the members entitled to attend and vote at any meeting
of members or any adjournment thereof (which may but need not be the same date
as the record date for determining members entitled to notice) and/or a date as
a record date for the determination of members entitled to receive payment of a
dividend, or for any other proper purpose and in such case, notwithstanding
anything elsewhere contained in these Articles, only members or persons of
record on the date so picked shall be deemed to be members for the particular
purpose or purposes aforesaid.

23.2.    Where no record date is fixed for the determination of members entitled
to notice, or to vote, or of members entitled to receive payment of a dividend
or for any other proper purpose, the date on which notice of the meeting is
mailed or on which the resolution of the Directors declaring the dividend is
adopted respectively is the record date for such determination.

                                     PART 24

                             EXECUTION OF DOCUMENTS

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

<PAGE>

                                      -21-

         (a)      the President or the Secretary;

         (b)      any two Directors of the Company;

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

         (d)      such person or persons as the Directors may from time to time
                  by resolution appoint,

and the said Directors, officers, person or persons in whose presence the seal
is so affixed to an instrument shall sign such instrument. For the purpose of
certifying under the seal copies or extracts from the Memorandum or Articles of
the Company, minutes of meetings or resolutions of the members or Directors or
committees of Directors, or any instrument executed or issued by the Company,
the seal may be affixed in the presence of any one of the persons hereinbefore
mentioned unless the Directors shall by resolution determine otherwise.

24.2.    The signatures of any one or more of the Chairman of the Board,
President, Vice-Presidents, Directors, Secretary, Treasurer,
Assistant-Secretaries, Assistant-Treasurers and any other officers of the
Company and any persons referred to in Article 24.1(d) may, if authorized by the
Directors, be printed, lithographed, engraved or otherwise mechanically
reproduced upon all instruments executed or issued by the Company; and any
instrument on which the signature of any such person is so reproduced by
authorization of the Directors shall be deemed to have been manually signed by
such person whose signature is so reproduced and shall be, subject to the
Company Act, as valid to all intents and purposes as if such instrument had been
signed manually, and notwithstanding that the person whose signature is so
reproduced may have ceased to hold office (if applicable) at the date of the
delivery or issue of such instrument. The term "instrument" as used in Article
24.1 and this Article 24.2 shall include deeds, mortgage, hypothecs, charges,
conveyances, transfers and assignments of properly, real or personal,
agreements, releases, receipts and discharges for the payment of money or other
obligation, certificates of the Company's shares, bonds, debentures and other
securities and debt obligations of the Company, and all paper-writings.

24.3.    To enable the seal of the Company to be affixed to any debt
obligations, share certificates, or other securities of the Company, whether in
definitive or interim form, on which facsimiles of any of the signatures of the
Directors or officers of the Company are, in accordance with the Company Act
and/or these Articles, printed or otherwise mechanically reproduced there may be
delivered to the firm or company employed to engrave, lithograph or print such
definitive or interim debt obligations, share certificates or other securities
one or more unmounted dies reproducing the Company's seal and the Chairman of
the Board, the President, the Managing Director or a Vice-President and the
Secretary, Treasurer, Secretary-Treasurer, an Assistant Secretary, an Assistant
Treasurer or an Assistant Secretary-Treasurer may by a document authorize such
firm or company to cause the Company's seal to be affixed to such definitive or
interim debt obligations, share certificates or other securities by the use of
such dies. Debt obligations, share certificates or other securities to which the
Company's seal has been so affixed shall for all purposes be deemed to be under
and to bear the Company's seal lawfully affixed thereto.

24.4.    The Company may have for use in any other province, state, territory or
country an official seal which shall have on its face the name of the province,
state, territory or country where it is to be used.

                                     PART 25

                     PROHIBITIONS IF NOT A REPORTING COMPANY

25.1.    If the Company is, or becomes, a company which is not a reporting
company under the Company Act:

         (a)      the number of members for the time being of the Company,
                  exclusive of persons who are for the time being in the
                  employment of the Company and continue to be members after the
                  termination of such employment, shall not exceed 50;

<PAGE>

                                      -22-

         (b)      no securities of the Company shall be offered for sale or
                  subscription to the public;

         (c)      no shares shall be transferred without the previous consent of
                  the Directors expressed by a resolution of the Board and the
                  Directors shall not be required to give any reason for
                  refusing to consent to any such proposed transfer.

 FULL NAME, RESIDENT ADDRESS AND OCCUPATION OF SUBSCRIBER:

/s/ CAROL A. KERFOOT
--------------------------
CAROL A. KERFOOT
Suite 607-522 Moberly Road
Vancouver, B.C.
V5Z 4G4
Solicitor

DATED the 7th day of May, 2002.


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