APPENDIX I

to Information Circular Dated as of

May 14, 1993

PART I

PROVISIONS ATTACHING TO THE COMMON SHARES

The Common Shares shall each carry the right to one vote at all meetings of the shareholders and, subject to the rights attached to any preferred shares as hereinafter set forth or as may be created, shall be fully participating as to dividends and distribution of capital upon liquidation , dissolution or winding-up of the Corporation.

PARTD

PROVISIONS ATTACHING TO THE CLASS A PREFERRED SHARES AS A CLASS

The Class A Preferred Shares as a class shall carry and be subject to the following rights, privileges, restrictions and conditions:

(a)	Each Class A Preferred Share shall entitle the holder thereof to one vote in person or by proxy at all general meetings of the Corporation;

(b)

The Class A Preferred Shares shall have preferred rights as to dividends over the Common Shares of the Corporation, the extent of such preference for any such Class A Preferred Shares being issued shall be determined by the directors of the Corporation, by resolution, before the issuance of such Class A Preferred Shares;

(c)	The Class A Preferred Share shall be convertible to Common Shares of the Corporation, the ratio and extent of such convertibility shall be determined by the directors of the Corporation, by resolution, before the issuance of such Class A Preferred Shares ;

(d)

Subject to the Canada Business Corporations Act (the "CECA"), the Corporation may, upon giving notice as hereinafter provided, redeem at any time the whole or, from time to time, any part of the then outstanding Class A Preferred Shares on payment for each share to be redeemed of an amount equal to the stated value of each such Class A Preferred Share;

(e)

In case a part only of the then outstanding Class A Preferred Shares is at any time to be redeemed, the Class A Preferred Shares so redeemed shall be selected in such a manner as the directors, in their absolute discretion, determine and need not be selected in proportion to the number of Class A Preferred Shares registered in the name of each shareholder nor from every or any particular holder of the Class A Preferred Shares;

(f)

In the event of liquidation, dissolution or winding-up of the Corporation or other distribution of assets of the Corporation among its members for the purpose of winding-up its affairs, the holders of the Class A Preferred Shares shall be entitled to receive out of the assets and property of the Corporation, before any amount is paid or any property or assets of the Corporation distributed to the holders of the shares of any other class, an amount equal to the stated value of each such share; after payment to the holders of the Class A Preferred Shares of the amount so payable to them as above provided, they shall not be entitled to share in any further distribution of the property or assets of the Corporation.

PART ll

PROVISIONS ATTACHING TO THE CLASS B PREFERRED SHARES AS A CLASS

The Class B Preferred Shares as a class shall carry and be subject to the following rights, privileges, restrictions and conditions:

(a)	Directors' Rights to Issue in One or More Series

The Class B Preferred Shares may at any time from time to time be issued in one or more series, each series to consist of such number of shares as may before the issue thereof be detennined by the Directors by resolution; the Directors may (subject as .hereinafter provided) by resolution fix, from time to time before the issue thereof, the designation, rights privileges, restrictions and conditions attaching to the shares of such series including, without limiting the generality of the foregoing:

(i)	the issue price,

(ii)	the rate, amount or method of calculation of dividends and whether the same are subject to change or adjustment,

(iii)

whether such dividends shall be cumulative, non-cumulative or partly cumulative,

(iv)	the dates, manner and currencies of payments of dividends and the dates fonn which dividends shall accrue,

(v)	the redemption and/or purchase prices and terms and conditions of redemption and/or purchase,

with or without provision for sinking or similar funds,

(vi)	conversion and/or exchange and/or reclassification rights,

(vii)

the voting rights, if any, and/or

(viii)

other provisions, the whole subject to the following provisions and to the issue of Certificate(s) of Amendment setting forth such designation. rights, privileges, restrictions and conditions attaching to the shares of each series.

(b)	Ranking of Class B Preferred Shares

The Class B Preferred Shares shall be entitled to preference over the Common Shares [and Class A Preferred Shares) of the Corporation and over any other shares ranking junior to the Class B Preferred Shares with respect to payment of dividends and distribution of assets in the event of liquidation. dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation among its shareholders for the purpose of windup-up its affairs and may also be given such other preferences not inconsistent with paragraphs (a) and (b) hereof over the Common Shares [and the Class A Preferred Shares! of the Corporation and over any other shares ranking junior to the Class B Preferred Shares as may be determined in the case of each series of Class B Preferred Shares authorized to be issued .

(c)	Amendment with Approval of Holders of Class B Preferred Shares

The rights, privileges, restrictions and conditions attaching to the Class B Preferred Shares as a class may be repealed, altered, modified, amended or amplified by Certificate(s) of Amendment but in each case with the approval of the holders of Class B Preferred Shares (only as a class but not as individual series)

given as hereinafter specified.

(d)	Approval of Holders of Class B Preferred Shares

Subject to the provisions of the CBCA any consent or approval given by the holders of Class B Preferred Shares as a class shall be deemed to have been sufficiently given if it shall have been given in writing by the holders of all of the outstanding Class B Preferred Shares or by a resolution passed at a meeting of holders of the Class B Preferred Shares duly called and held upon not less than twenty-one (21) days'

notice at which the holders of at least a majority of the outstanding Class B Preferred Shares are present or are represented by proxy and carried by the affirmative vote of not less than sixty-six and two-thirds percent of the votes cast at such meeting, in addition to any other consent or approval required by the CBCA. If at any such meeting the holders of a majority of the outstanding Class B Preferred Shares are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting shall be adjourned to such date not less than fifteen (15) days thereafter and to such time and place as may be designated by the Chairman, and not less than ten (10) days' written notice shall be given of such adjourned meeting. At such adjourned meeting the holders of the Class B Preferred Shares present or represented by proxy may transact the business for which the meeting was originally convened and a resolution passed thereat by the affirmative vote of not less than sixty-six and two-thirds percent of the votes cast at such meeting shall constitute the consent or approval of the holder of Class B Preferred Shares. On every poll taken at every such meeting every holder of Class B Preferred Shares shall be entitled to one vote in respect of each such share held. Subject to the foregoing, the fonnalities to be observed in respect of the giving or waiving of notice of any such meeting and the conduct thereof shall be those from time to time prescribed in the By-laws of the Corporation with respect to meetings of shareholders. Any consent or approval given by the holders of a Series of Class B Preferred Shares shall be deemed to have been sufficiently given if given in the same manner as provided herein regarding holders of the Class B Preferred Shares as a class.