<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>3
<FILENAME>t16549exv3w2.txt
<DESCRIPTION>EX-3.2
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                                                                     EXHIBIT 3.2

                                 CANADA BUSINESS
                                CORPORATIONS ACT
                                    ARTICLES

1.    Name of the Corporation

      BIRKS & MAYORS INC.

2.    The province or territory in Canada where the registered office is
      situated

      Province of Quebec

3.    The classes and any maximum number of shares that the Corporation is
      authorized to issue

      The attached Schedule 1 is forming part hereof.

4.    Restrictions, if any, on share transfers

      None, except as otherwise set forth in Schedule 1.

5.    Number (or minimum and maximum number) of directors

      A minimum of three (3) directors and a maximum of fifteen (15) directors.

6.    Restrictions, if any, on the business the Corporation may carry on

      None.

7.    Other provisions, if any

      (a)   Meetings of shareholders of the Corporation may be held at the
            places in Canada as set out in the by-laws of the Corporation or in
            the greater metropolitan area of any city having a population of
            more than 80,000 inhabitants in the United States, in any
            member-country of the European Union or in Asia.

      (b)   A director's term of office shall be from the date of the meeting at
            which he is elected or appointed until the first annual meeting next
            following his election or nomination or, if an election of the board
            of directors is not held at such meeting or if such meeting does not
            occur, at the date on which his successor is elected or appointed,
            or earlier if he dies or resigns, is removed or disqualified, or if
            his term of office ends for any other reason.

      (c)   The directors may appoint one or more directors, who shall hold
            office for a term expiring no later than the close of the next
            annual meeting of shareholders, but the total number of directors so
            appointed may not exceed one-third of the number of directors
            elected at the previous annual meeting of shareholders.

                                       1
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                                                                      SCHEDULE 1

3.    THE CLASSES AND MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS
      AUTHORIZED TO ISSUE:

      Unlimited number of Class A Voting Shares without nominal or par value;
      Unlimited number of Class B Multiple Voting Shares without nominal or par
      value; and
      Unlimited number of Preferred Shares without nominal or par value,
      issuable in series.

      The Class A Voting Shares and the Class B Multiple Voting Shares are
      sometimes referred to herein collectively as the "Common Shares". Any
      capitalized term shall have the meaning assigned to such term in these
      Articles. Any reference herein to the Act is a reference to the Canada
      Business Corporations Act as it now exists and as it may be amended from
      time to time and any reference herein to a section of the Act is a
      reference to a section of the Act as such section is presently numbered or
      as it may be renumbered from time to time.

I.    THE CLASS A VOTING SHARES SHALL HAVE ATTACHED THERETO THE FOLLOWING
      RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS:

      (a)   Voting. Each Class A Voting Share shall entitle the holder thereof
            to one (1) vote at all meetings of the shareholders of the
            Corporation (except meetings at which only holders of another
            specified class of shares are entitled to vote pursuant to the
            provisions hereof or pursuant to the provisions of the Act).

      (b)   Ranking on Liquidation. In the event of the liquidation, dissolution
            or winding-up of the Corporation, whether voluntary or involuntary,
            or other distribution of assets of the Corporation among
            shareholders for the purpose of winding-up its affairs, subject to
            the rights, privileges, restrictions and conditions attaching to any
            other class of shares ranking prior to the Class A Voting Shares or
            the Class B Multiple Voting Shares, the holders of the Class A
            Voting Shares and the holders of the Class B Multiple Voting Shares
            shall be entitled to receive the remaining property of the
            Corporation. The holders of the Class A Voting Shares and the
            holders of the Class B Multiple Voting Shares shall rank equally
            with respect to the distribution of assets in the event of the
            liquidation, dissolution or winding-up of the Corporation, whether
            voluntary or involuntary, or any other distribution of the assets of
            the Corporation among shareholders for the purpose of winding-up its
            affairs.

      (c)   Dividends and Distributions. In addition to any dividend or
            distribution declared by the directors of the Corporation in respect
            of Class A Voting Shares, holders of Class A Voting Shares shall be
            entitled to receive a dividend or distribution, whether cash,
            non-cash or some combination thereof, equal (on a per share basis)
            to any dividend or distribution declared by the directors of the
            Corporation in respect of the Class B Multiple Voting Shares.
            Dividends and distributions on Class A Voting Shares shall be
            payable on the date fixed for payment of the dividend or
            distribution in respect of Class A Voting Shares or, if applicable,
            on the date fixed for payment of any dividend or distribution in
            respect of Class B Multiple Voting Shares.

                                       2
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      (d)   Right of Participation in a Sale Transaction.

            (i)   No holder of Class B Multiple Voting Shares (a "Selling
                  Holder") shall sell, transfer or otherwise dispose of Class B
                  Multiple Voting Shares if, immediately following such sale,
                  transfer or disposition of Class B Multiple Voting Shares,
                  such Selling Holder and its Affiliates shall control less than
                  a majority of the total voting rights attached to the Common
                  Shares issued and outstanding on the date of such sale,
                  transfer or disposition (a "Sale Transaction"), unless all
                  other holders of Common Shares shall have the right (A) to
                  receive the same consideration (on a per share basis), whether
                  cash, non-cash or some combination thereof, as that to be
                  received by the Selling Holder pursuant to the Sale
                  Transaction and (B) to participate in such Sale Transaction on
                  the same terms as the Selling Holder in all other material
                  respects, including in respect of the conditions to such Sale
                  Transaction. Written notice of any Sale Transaction, which
                  notice shall specify the terms of such Sale Transaction and
                  the right of all holders of Common Shares to participate in
                  such Sale Transaction, shall be provided to the holders of
                  Common Shares by first class mail, at least twenty (20)
                  business days prior to the consummation of such Sale
                  Transaction.

            (ii)  Any Sale Transaction not in compliance with subsection 00
                  above shall be null and void and shall not be registered in
                  the books of the Corporation.

            (iii) Notwithstanding the foregoing, none of the following shall
                  constitute a Sale Transaction: (A) any pledge, mortgage,
                  hypothecation, lien or similar encumbrance, whether by
                  possession or registration, of Class B Multiple Voting Shares
                  which creates a security interest in favor of another person
                  or entity, and (B) any sale, transfer or other disposition of
                  Class B Multiple Voting Shares to Affiliates, Associates or
                  shareholders of the transferor of such Class B Multiple Voting
                  Shares. For purposes of these Articles, an "Affiliate", when
                  used to indicate a relationship with any person, means a
                  person that directly or indirectly through one or more
                  intermediaries, controls, is controlled by, or is under common
                  control with, such specified person. For purposes of these
                  Articles, an "Associate", when used to indicate a relationship
                  with any person, means (x) any trust or other estate in which
                  such person has a substantial beneficial interest or as to
                  which such person serves as trustee or in a similar fiduciary
                  capacity and (y) a spouse or child of such person.

      (e)   Right of Participation in a Business Combination.

            (iv)  The Corporation shall not consummate a Business Combination
                  unless the holders of Class A Voting Shares shall have the
                  right (A) to receive the same consideration (on a per share
                  basis), whether cash, non-cash or some combination thereof, as
                  that to be received by the holders of Class B Multiple Voting
                  Shares in connection with such Business Combination and (B) to
                  participate in such Business Combination on the same terms as
                  the holders of Class B Multiple Voting Shares in all other
                  material respects, including in respect of the conditions to
                  such Business Combination.

                                       3
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            (v)   "Business Combination" as used herein shall mean, whether in
                  one or a series of related transactions:

                  (A)   any merger, amalgamation, recapitalization or
                        consolidation involving the Corporation, other than a
                        merger, amalgamation, recapitalization, consolidation or
                        similar transaction with a wholly-owned subsidiary of
                        the Corporation or which is solely for the purpose of
                        continuance of the Corporation as a corporation in
                        another jurisdiction;

                  (B)   any sale, lease, exchange, transfer or other disposition
                        involving 50% or more of the assets of the Corporation
                        and its subsidiaries, on a consolidated basis; or

                  (C)   any agreement, contract or other arrangement having the
                        same purpose or effect as the transactions described in
                        (A) and (B) above.

      (f)   Transactions or Actions Requiring Special Approval.

            (vi)  In addition to any other approvals required under the Act or
                  these Articles, prior to consummating a Related Party
                  Transaction, the Corporation shall obtain (A) the consent of
                  the majority of a committee of independent directors of the
                  Corporation and (B) with respect to clauses (x) and (y) of the
                  definition of Related Party Transaction below, the affirmative
                  vote in favor of the approval of the Related Party Transaction
                  by holders of a majority of the Class A Voting Shares
                  (exclusive of Class A Voting Shares held by the Related Person
                  (and its Affiliates and Associates) which is or would be a
                  party to such Related Party Transaction) that cast a vote, in
                  person or by proxy (but not including any vote that is not
                  counted as either an affirmative or negative vote), at the
                  annual or special shareholders meeting at which such Related
                  Party Transaction is considered.

            (vii) For purposes of these Articles, (A) "Related Party
                  Transaction" shall mean (x) consummation of a Business
                  Combination with a Related Person; (y) amending, repealing or
                  altering in anyway any provision of these Articles or the
                  By-laws of the Corporation, except for matters not having an
                  adverse effect on the holders of Class A Voting Shares; or (z)
                  the issuance, sale, exchange, transfer or other disposition
                  (in one transaction or a series of related transactions) by
                  the Corporation or any wholly-owned subsidiary of the
                  Corporation of any securities of the Corporation or of such
                  subsidiary to a Related Person (other than pursuant to: an
                  employee or director stock incentive plan or other
                  compensation arrangements approved by the Compensation
                  Committee of the Corporation; an offering made to all holders
                  of Class A Voting Shares; or a public offering); and (B)
                  "Related Person" shall mean any individual, corporation,
                  partnership, group, association or other person or entity
                  that, together with its Affiliates and Associates,
                  beneficially owns Class A Voting Shares and/or Class B
                  Multiple Voting Shares which, in the aggregate, equal twenty
                  percent (20%) or more of the total voting rights attached to
                  the Common Shares issued and outstanding at the time the
                  definitive agreement with respect to a Related Party
                  Transaction is executed.

                                       4
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      (g)   Subdivision, Consolidation, Reclassification or other Change. No
            subdivision, consolidation or reclassification of, or other change
            to, the Class A Voting Shares shall be carried out, either directly
            or indirectly unless, at the same time, the Class B Multiple Voting
            Shares are subdivided, consolidated, reclassified or changed in the
            same manner and on the same basis.

      (h)   Equal Status. Except as otherwise expressly provided in these
            Articles, Class A Voting Shares and Class B Multiple Voting Shares
            shall have the same rights and privileges and shall rank equally,
            share ratably and be equal in all respects as to all matters.

      (i)   Approval of Issuance. For so long as the outstanding Class B
            Multiple Voting Shares represent a majority of the total voting
            rights attached to the Common Shares, the Corporation shall not
            issue any Class A Voting Shares, or any security convertible into or
            exercisable or exchangeable for Class A Voting Shares, unless such
            issuance, or the plan or agreement under which such security is to
            be issued, has been approved by (i) a majority of the votes cast at
            a meeting of the holders of Class B Multiple Voting Shares or (ii)
            unanimous written consent of the holders of Class B Multiple Voting
            Shares; provided, however, such approval shall not be required for
            the issuance of:

            (A)   Class A Voting Shares, options or warrants under any plan or
                  agreement approved by the Corporation prior to June 1, 2005
                  (including without limitation, pursuant to the Agreement and
                  Plan of Merger and Reorganization, dated as of April 18, 2005
                  and as thereafter amended, among the Corporation, Birks Merger
                  Corporation and Mayor's Jewelers, Inc.); or

            (B)   Class A Voting Shares upon the exercise of an option or
                  warrant issued or to be issued under any plan or agreement
                  approved by the Corporation prior to June 1, 2005; or

            (C)   Class A Voting Shares upon the conversion of Class B Multiple
                  Voting Shares; or

            (D)   Class A Voting Shares upon the conversion, exercise or
                  exchange of any security, obligation or other instrument of
                  the Corporation for Class A Voting Shares if the issuance of
                  such security, obligation or other instrument of the
                  Corporation was previously approved pursuant to this paragraph
                  3.I.(i).

II.   THE CLASS B MULTIPLE VOTING SHARES SHALL HAVE ATTACHED THERETO THE
      FOLLOWING RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS:

      (a)   Voting. Each Class B Multiple Voting Share shall entitle the holder
            thereof to ten (10) votes at all meetings of the shareholders of the
            Corporation (except meetings at which only holders of another
            specified class of shares are entitled to vote pursuant to the
            provisions hereof or pursuant to the provisions of the Act).

      (b)   Ranking on Liquidation. In the event of the liquidation, dissolution
            or winding-up of the Corporation, whether voluntary or involuntary,
            or other distribution of assets of the Corporation among
            shareholders for the purpose of winding-up its affairs, subject to
            the rights, privileges, restrictions and conditions attaching to any
            other class of shares ranking prior to the Class B Multiple Voting
            Shares or the Class A Voting Shares, the

                                       5
<PAGE>

            holders of the Class B Multiple Voting Shares and the holders of the
            Class A Voting Shares shall be entitled to receive the remaining
            property of the Corporation. The holders of the Class B Multiple
            Voting Shares and the holders of the Class A Voting Shares shall
            rank equally with respect to the distribution of assets in the event
            of the liquidation, dissolution or winding-up of the Corporation,
            whether voluntary or involuntary, or any other distribution of the
            assets of the Corporation among shareholders for the purpose of
            winding-up its affairs.

      (c)   Dividends and Distributions. In addition to any dividend or
            distribution declared by the directors in respect of Class B
            Multiple Voting Shares, holders of Class B Multiple Voting Shares
            shall be entitled to receive a dividend or distribution, whether
            cash, non-cash or some combination thereof, equal (on a per share
            basis) to any dividend or distribution declared by the directors of
            the Corporation in respect of Class A Voting Shares. Dividends and
            distributions on Class B Multiple Voting Shares shall be payable on
            the dated fixed for payment of the dividend or distribution in
            respect of Class B Multiple Voting Shares or, if applicable, on the
            date fixed for payment of a dividend or distribution in respect of
            Class A Voting Shares

      (d)   Conversion by Holder into Class A Voting Shares. Each Class B
            Multiple Voting Share may at any time and from time to time, at the
            option of the holder, be converted into one (1) fully paid and
            non-assessable Class A Voting Share. Such conversion right shall be
            exercised as follows:

            (i)   the holder of Class B Multiple Voting Shares shall send to the
                  transfer agent of the Corporation a written notice,
                  accompanied by a certificate or certificates representing the
                  Class B Multiple Voting Shares in respect of which the holder
                  desires to exercise such conversion right. Such notice shall
                  be signed by the holder of the Class B Multiple Voting Shares
                  in respect of which such right is being exercised, or by the
                  duly authorized representative thereof, and shall specify the
                  number of Class B Multiple Voting Shares which such holder
                  desires to have converted. The holder shall also pay any
                  governmental or other tax, if any, imposed in respect of such
                  conversion. The conversion of the Class B Multiple Voting
                  Shares into Class A Voting Shares shall take effect upon
                  receipt by the transfer agent of the Corporation of the
                  conversion notice accompanied by the certificate or
                  certificates representing the Class B Multiple Voting Shares
                  in respect of which the holder desires to exercise such
                  conversion right.

            (ii)  upon receipt of such notice and certificate or certificates by
                  the transfer agent of the Corporation, the Corporation shall,
                  effective as of the date of such receipt, issue or cause to be
                  issued a certificate or certificates representing Class A
                  Voting Shares into which Class B Multiple Voting Shares are
                  being converted. If less than all of the Class B Multiple
                  Voting Shares represented by any certificate are to be
                  converted, the holder shall be entitled to receive a new
                  certificate representing the Class B Multiple Voting Shares
                  represented by the original certificate which are not to be
                  converted.

      (e)   Subdivision, Consolidation, Reclassification or other Change. No
            subdivision, consolidation or reclassification of, or other change
            to, the Class B Multiple Voting Shares shall be carried out unless,
            at the same time, the Class A Voting Shares are subdivided,
            consolidated, reclassified or changed in the same manner and on the
            same basis.

                                       6
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      (f)   Equal Status. Except as otherwise expressly provided in these
            Articles, Class B Multiple Voting Shares and Class A Voting Shares
            shall have the same rights and privileges and shall rank equally,
            share ratably and be equal in all respects as to all matters.

      (g)   Approval of Issuance. For so long as the outstanding Class B
            Multiple Voting Shares represent a majority of the total voting
            rights attached to the Common Shares, the Corporation shall not
            issue any Class B Multiple Voting Shares, or any security
            convertible into or exercisable or exchangeable for Class B Multiple
            Voting Shares, unless such issuance has been approved by (i) a
            majority of the votes cast at a meeting of the holders of Class B
            Multiple Voting Shares or (ii) unanimous written consent of the
            holders of Class B Multiple Voting Shares; provided, however, such
            approval shall not be required for the issuance of Class B Multiple
            Voting Shares upon the conversion, exercise or exchange of any
            security of the Corporation for Class B Multiple Voting Shares if
            the issuance of such security of the Corporation was previously
            approved pursuant to this paragraph 3.II.(g).

III.  THE PREFERRED SHARES SHALL HAVE ATTACHED THERETO, AS A CLASS, THE
      FOLLOWING RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS:

      (a)   Issuance of Preferred Shares, in Series. The directors of the
            Corporation may, at any time and from time to time, issue Preferred
            Shares in one (1) or more series, each series to consist of such
            number of Preferred Shares as may, before issuance thereof, be
            determined by the directors.

      (b)   Determination of Rights, Privileges, Restrictions, Conditions and
            Limitations attaching to Series of Preferred Shares. The directors
            of the Corporation may, subject to the following, from time to time
            fix, before issuance, the designation, rights, privileges,
            restrictions, conditions and limitations to attach to the Preferred
            Shares of each series including, without limiting the generality of
            the foregoing,

            (i)   the rate, amount or method of calculation of preferential
                  dividends of the Preferred Shares of such series, if any,
                  whether cumulative or non-cumulative or partially cumulative,
                  and whether such rate, amount or method of calculation shall
                  be subject to change or adjustment in the future, the currency
                  or currencies of payment, the date or dates and place or
                  places of payment thereof and the date or dates from which
                  such preferential dividends shall accrue; provided, that, the
                  dividends payable with respect to any series of Preferred
                  Shares, whether cumulative or non-cumulative or partially
                  cumulative, shall not exceed five (5) percent of the
                  liquidation preference of such series of Preferred Shares;

            (ii)  the redemption price and terms and conditions of redemption,
                  if any, of the Preferred Shares of such series; provided,
                  that, without the approval by a majority of the votes cast at
                  a meeting of shareholders of the Company duly called, the
                  redemption price shall not exceed the liquidation preference
                  of such shares;

            (iii) the rights of retraction, if any, vested in the holders of
                  Preferred Shares of such series, and the prices and the other
                  terms and conditions of any rights of retraction, and whether
                  any additional rights of retraction may be vested in such
                  holders in the future; provided, that, without the approval by
                  a majority of the

                                       7
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                  votes cast at a meeting of shareholders of the Company duly
                  called, the retraction price shall not exceed the liquidation
                  preference of such shares;

            (iv)  the voting rights, if any, of the Preferred Shares of such
                  series; provided, that, the approval by a majority of the
                  votes cast at a meeting of shareholders of the Corporation
                  duly called shall be required for the issuance of any series
                  of Preferred Shares with voting rights;

            (v)   the conversion rights and terms and conditions of conversion,
                  if any, of the Preferred Shares of such series; provided,
                  that, the approval by a majority of the votes cast at a
                  meeting of shareholders of the Company duly called shall be
                  required for the issuance of any series of Preferred Shares
                  which are convertible into securities with voting rights;

            (vi)  any sinking fund, purchase fund or other provisions attaching
                  to the Preferred Shares of such series; and

            (vii) any other relative rights, preferences and limitations of the
                  Preferred Shares of such series,

            the whole subject to the issuance of a certificate of amendment in
            respect of articles of amendment in the prescribed form to designate
            a series of Preferred Shares.

      (c)   Cumulative Dividends or Return of Capital not Paid in Full. Pursuant
            to section 27(2) of the Act, when any cumulative dividends or
            amounts payable on a return of capital in respect of a series of
            Preferred Shares are not paid in full, the Preferred Shares of all
            series shall participate ratably in respect of such dividends
            including accumulations, if any, in accordance with the sums which
            would be payable on the Preferred Shares if all such dividends were
            declared and paid in full, and on any return of capital in
            accordance with the sums which would be payable on such return of
            capital if all sums so payable were paid in full.

      (d)   Payment of Dividends and Other Preferences. The Preferred Shares
            shall be entitled to preference over the Class A Voting Shares, the
            Class B Multiple Voting Shares and any other shares of the
            Corporation ranking junior to the Preferred Shares with respect to
            the payment of dividends, and may also be given such other
            preferences over the Class A Voting Shares, the Class B Multiple
            Voting Shares and any other shares of the Corporation ranking junior
            to the Preferred Shares, as may be fixed by the directors of the
            Corporation, as to the respective series authorized to be issued.

      (e)   Procedure for Payment of Dividends. No dividends shall at any time
            be declared or paid or set apart for payment on any shares of the
            Corporation ranking junior to the Preferred Shares, unless all
            dividends up to and including the dividends payable for the last
            completed period for which such dividends shall be payable on each
            series of Preferred Shares then issued and outstanding shall have
            been declared and paid or set apart for payment at the date of such
            declaration or payment or setting apart for payment on such shares
            of the Corporation ranking junior to the Preferred Shares, nor shall
            the Corporation call for redemption or redeem or purchase for
            cancellation or reduce or otherwise pay off any of the Preferred
            Shares (less than the total amount then outstanding) or any shares
            of the Corporation ranking junior to the Preferred Shares, unless
            all dividends up to and including the dividend payable for the last
            completed

                                       8
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            period for which such dividends shall be payable on each series of
            the Preferred Shares then issued and outstanding shall have been
            declared and paid or set apart for payment at the date of such call
            for redemption, purchase, reduction or other payment.

      (f)   Ranking for Payment of Dividends and Liquidation, Dissolution or
            Winding-up. The Preferred Shares of each series shall rank on a
            parity with the Preferred Shares of every other series with respect
            to priority in payment of dividends and in the distribution of
            assets in the event of liquidation, dissolution or winding-up of the
            Corporation whether voluntary of involuntary.

      (g)   Liquidation, Dissolution or Winding-up. In the event of the
            liquidation, dissolution or winding-up of the Corporation or other
            distribution of assets of the Corporation among shareholders for the
            purpose of winding-up its affairs, the holders of the Preferred
            Shares shall, before any amount shall be paid to or any property or
            assets of the Corporation distributed among the holders of the Class
            A Voting Shares, the Class B Multiple Voting Shares or any other
            shares of the Corporation ranking junior to the Preferred Shares, be
            entitled to receive:

            (i)   an amount equal to the consideration received by the
                  Corporation upon the issuance of such shares together with, in
                  the case of cumulative Preferred Shares, all unpaid cumulative
                  dividends (which for such purpose shall be calculated as if
                  such cumulative dividends were accruing from day to day for
                  the period from the expiration of the last period for which
                  cumulative dividends have been paid-up to and including the
                  date of distribution) and, in the case of non-cumulative
                  Preferred Shares, all declared and unpaid non-cumulative
                  dividends; and

            (ii)  if such liquidation, dissolution, winding-up or distribution
                  shall be voluntary, an additional amount equal to the premium,
                  if any, which would have been payable on the redemption of the
                  said Preferred Shares respectively if they had been called for
                  redemption by the Corporation on the date of distribution and,
                  if said Preferred Shares could not be redeemed on such date,
                  then an additional amount equal to the greatest premium, if
                  any, which would have been payable on the redemption of said
                  Preferred Shares respectively.

      (h)   Purchase by the Corporation. The Preferred Shares of any series may
            be purchased for cancellation or made subject to redemption by the
            Corporation at such times and at such prices and upon such other
            terms and conditions as may be specified in the rights, privileges,
            restrictions and conditions attaching to the Preferred Shares of
            such series as set forth in the articles of amendment relating to
            such series.

      (i)   Amendments. The provisions of this section III may be deleted or
            varied in whole or in part by a certificate of amendment, but only
            with the prior approval of the holders of the Preferred Shares,
            given as hereinafter specified, in addition to any other approval
            required by the Act (or any other statutory provision of the like or
            similar effect, from time to time in force). The approval of the
            holders of the Preferred Shares with respect to any and all matters
            hereinbefore referred to, may be given by at least two-thirds (2/3)
            of the votes cast at a meeting of the holders of the Preferred
            Shares duly called for that purpose and held upon at least
            twenty-one (21) days notice at which the holders of a majority of
            the outstanding Preferred Shares are present or represented by
            proxy. If at any such meeting the holders of a majority of the
            outstanding Preferred Shares are not present or represented by proxy
            within thirty (30) minutes after the time appointed for

                                       9
<PAGE>

            such meeting, then the meeting shall be adjourned to such date being
            not less than thirty (30) days later and to such time and place as
            may be determined by the chairman of the meeting and not less than
            twenty-one (21) days notice shall be given of such adjourned meeting
            but it shall not be necessary in such notice to specify the purpose
            for which the meeting was originally called. At such adjourned
            meeting the holders of Preferred Shares, present or represented by
            proxy, may transact the business for which the meeting was
            originally called and a resolution passed thereat by not less than
            two-thirds (2/3) of the votes cast at such adjourned meeting, shall
            constitute the authorization of the holders of the Preferred Shares
            referred to above. The formalities to be observed in respect of the
            giving of notice of any such meeting or adjourned meeting and the
            conduct thereof shall be those from time to time prescribed by the
            by-laws of the Corporation with respect to meetings of shareholders.
            On every poll taken at every such meeting or adjourned meeting,
            every holder of Preferred Shares shall be entitled to one (1) vote
            in respect of each Preferred Share held.

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