BY-LAW NO. 1

                       A by-law relating generally to the
                   transaction of the business and affairs of

                          OLYMPUS PACIFIC MINERALS INC.
                               (the "Corporation")

                                    CONTENTS
                                    --------

                                                                         PAGE NO
                                                                         -------
ARTICLE 1  INTERPRETATION.............................................       1
ARTICLE 2  BUSINESS OF THE CORPORATION................................       3
ARTICLE 3  DIRECTORS..................................................       4
ARTICLE 4  COMMITTEES.................................................       7
ARTICLE 5  OFFICERS...................................................       7
ARTICLE 6  PROTECTION OF DIRECTORS, OFFICERS AND OTHERS...............       9
ARTICLE 7  SHARES.....................................................      11
ARTICLE 8  MEETINGS OF SHAREHOLDERS...................................      13
ARTICLE 9  DIVIDENDS AND RIGHTS.......................................      17
ARTICLE 10 NOTICE.....................................................      18

                            ARTICLE 1 INTERPRETATION

1.1  DEFINITIONS -

     (a)  In the by-laws of the Corporation

          (i)    "ACT" means the Canada Business Corporations Act and the
                 Regulations, and any statute that may be substituted therefor,
                 as from time to time amended, and any reference to a particular
                 provision of the Act shall be deemed also to be a reference to
                 any



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                 similar provision resulting from the amendment or replacement
                 thereof;

          (ii)   "APPOINT" includes "elect" and vice-versa;

          (iii)  "ARTICLES" means the "articles" as defined in the Act;

          (iv)   "BOARD" means the board of directors of the Corporation;

          (v)    "BY-LAWS" means this by-law as amended or restated and all
                 other by-laws of the Corporation from time to time in force and
                 effect;

          (vi)   "CHAIRPERSON" means the Chairperson of the Board;

          (vii)  "CONTRACTS, DOCUMENTS OR INSTRUMENTS IN WRITING" include,
                 without limitation, deeds, mortgages, hypothecs, charges,
                 conveyances, transfers and assignments of property, real or
                 personal, movable or immovable, agreements, releases, receipts
                 and discharges for the payment of money or other obligations,
                 conveyances, transfers and assignments of securities and all
                 paper writings;

          (viii) "MEETING OF SHAREHOLDERS" includes an annual meeting of
                 shareholders and a special meeting of shareholders; "SPECIAL
                 MEETING OF SHAREHOLDERS" means a meeting of any class or
                 classes of shareholders and/or a special meeting of all
                 shareholders entitled to vote at an annual meeting of
                 shareholders;

          (ix)   "REGULATIONS" means the Canada Business Corporations Act
                 Regulations;

          (x)    "SIGNING OFFICER" means, in relation to any contracts,
                 documents or instruments in writing, any person authorized to
                 sign the same on behalf of the Corporation pursuant to section
                 2.2 or any resolution passed pursuant thereto and, with respect
                 to certificates for shares of the Corporation, means any person
                 authorized to sign the same on behalf of the Corporation
                 pursuant to section 7.6; and

          (xi)   "UNANIMOUS SHAREHOLDER AGREEMENT" means an otherwise lawful
                 written agreement among all the shareholders of the
                 Corporation, or among all the shareholders and one or more
                 persons who are not shareholders or a written declaration of a
                 person who is the beneficial owner of all the issued shares of
                 the Corporation, that restricts, in whole or in part, the
                 powers of the directors to manage, or supervise the management
                 of, the business and affairs of the Corporation, as from time
                 to time amended.

     (b)  Terms defined in the Act and used herein but not otherwise defined
          herein, shall have the same meaning herein as in the Act.

1.2  GENDER AND NUMBER - In the by-laws, words importing the singular number
     include the plural and vice versa and words importing the masculine gender
     include the feminine and neuter genders.



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1.3  REFERENCES - The terms "herein", "hereof", "hereby" and similar expressions
     refer to the by-laws and not to any particular section or other portion
     hereof. Any reference to an article, section, subsection or paragraph shall
     be construed as a reference to an article, section, subsection or paragraph
     of the by-laws unless the context otherwise requires.

1.4  HEADINGS - The division of this by-law into articles and sections and the
     insertion of headings are for convenience of reference only and shall not
     affect the construction or interpretation hereof.

1.5  UNANIMOUS SHAREHOLDER AGREEMENT AND ARTICLES GOVERN - Notwithstanding any
     provision of the by-laws, where any such provision conflicts with a
     Unanimous Shareholder Agreement or the Articles, the Unanimous Shareholder
     Agreement or Articles, as the case may be, shall govern.

                     ARTICLE 2 BUSINESS OF THE CORPORATION

2.1  FINANCIAL YEAR - The financial year of the Corporation shall end on such
     date as determined by the Board from time to time.

2.2  EXECUTION OF INSTRUMENTS - Deeds, transfers, assignments, contracts,
     obligations, certificates and other instruments may be signed on behalf of
     the Corporation by:

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

     (b)  any two directors; or

     (c)  any one of the aforementioned officers together with any one director.

     In addition, the Board may from time to time direct the manner in which and
     the person or persons by whom any particular instrument or any class of
     instruments may or shall be signed on behalf of the Corporation. If at any
     time there shall be authorized only one director of the Corporation, then
     documents or instruments requiring the corporate seal may be signed by such
     sole director, acting alone.

2.3  VOTING RIGHTS IN OTHER BODIES CORPORATE - The Signing Officers of the
     Corporation may execute and deliver proxies and arrange for the issuance of
     voting certificates or other evidence of the right to exercise the voting
     rights attaching to any securities held by the Corporation. Such
     instruments, certificates or other evidence shall be in favour of such
     person or persons as may be determined by the officers executing such
     proxies or arranging for the issuance of voting certificates or such other
     evidence of the right to exercise such voting rights. In addition, the
     Board may from time to time by resolution direct the manner in which and
     the person or persons by whom any particular voting right or class of
     voting rights may or shall be exercised.

2.4  BANKING ARRANGEMENTS - The banking business of the Corporation including,
     without limitation, the borrowing of money and the giving of security
     therefor, shall be transacted with such banks, trust companies or other
     bodies corporate or



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     organizations as may from time to time be designated by or under the
     authority of the Board. Such banking business or any part thereof shall be
     transacted under such agreements, instructions and delegations of powers as
     the Board may from time to time prescribe.

2.5  DIVISIONS - The Board may cause the business and operations of the
     Corporation or any part thereof to be divided into one or more divisions
     upon such basis as may be considered appropriate in each case, including
     without limitation types of business or operations, geographical
     territories, product lines or goods or services. In connection with any
     such division the Board or, subject to any direction by the Board, the
     chief executive officer may authorize from time to time, upon such basis as
     may be considered appropriate in each case:

     (a)  SUBDIVISION AND CONSOLIDATION - the further division of the business
          and operations of any such division into sub-units and the
          consolidation of the business and operations of any such divisions and
          sub-units;

     (b)  NAME - the designation of any such division or sub-unit by, and the
          carrying on of the business and operations of any such division or
          sub-unit under, a name other than the name of the Corporation,
          provided that the Corporation shall set out its name in legible
          characters in all places required by law; and

     (c)  OFFICERS - the appointment of officers for any such division or
          sub-unit, the determination of their powers and duties, and the
          removal of any such officers so appointed, provided that any such
          officers shall not, as such, be officers of the Corporation.

                              ARTICLE 3 DIRECTORS

3.1  NUMBER OF DIRECTORS - Subject to the Act and the Articles, the number of
     directors shall be as determined from time to time by resolution of the
     directors.

3.2  QUORUM -

     (a)  Subject to subsection 3.2(b) and the Articles, a majority of the
          number of directors fixed or elected by the shareholders from time to
          time shall constitute a quorum for the transaction of business.
          Notwithstanding vacancies, a quorum of directors may exercise all the
          powers of the Board.

     (b)  Subject to subsection 3.2(c) and the Act, the directors of the
          Corporation shall not transact business at a meeting of the directors
          unless at least 25 percent of the directors present are resident
          Canadians or, if the Corporation has less than four directors, at
          least one of the directors present is a resident Canadian.

     (c)  Subject to the Act, the directors of the Corporation may transact
          business at a meeting of directors, where the number of resident
          Canadian directors required under subsection 3.2(b) is not present if



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          (i)  a resident Canadian director who is unable to be present approves
               in writing, or by telephonic, electronic or other communication
               facility, the business transacted at the meeting; and

          (ii) the required number of resident Canadian directors would have
               been present had that director been present at the meeting.

3.3  RESIDENCY - Subject to the Act, at least twenty-five percent of the
     directors of the Corporation must be resident Canadians. However, if the
     Corporation has less than four directors, at least one director must be a
     resident Canadian.

3.4  VACANCIES - Subject to the Act and the Articles, a quorum of the Board may
     fill a vacancy among the directors, howsoever arising, except a vacancy
     resulting from an increase in the number or the minimum or maximum number
     of directors or a failure to elect the number or minimum number of
     directors provided for in the Articles. If there is not a quorum of the
     Board, or if there has been failure to elect the number or the minimum
     number of directors provided for in the Articles, the directors then in
     office shall without delay call a special meeting of shareholders to fill
     the vacancy and, if they fail to call a meeting or if there are no
     directors then in office, the meeting may be called by any shareholder.

3.5  PLACE OF MEETINGS - Meetings of the Board may be held at any place in or
     outside Canada.

3.6  MEETINGS BY TELEPHONIC, ELECTRONIC OR OTHER COMMUNICATION FACILITY - A
     director may, in accordance with the Regulations, if any, and if all the
     directors of the Corporation consent, participate in a meeting of directors
     or of a committee of directors by means of a telephonic, electronic or
     other communications facility that permits all participants to communicate
     adequately with each other during the meeting. Any such consent shall be
     effective whether given before or after the meeting to which it relates and
     may be given with respect to all meetings of the Board held while a
     director holds office.

3.7  CALLING OF MEETINGS - Meetings of the Board shall be held from time to time
     and at such place as the Board, the Chair, the Managing Director, the
     President or any two directors may determine.

3.8  NOTICE OF MEETING - Notice of the time and place of each meeting of the
     Board shall be given in the manner provided in section 10.1 to each
     director not less than 48 hours before the time when the meeting is to be
     held. No notice of a meeting shall be necessary if all the directors in
     office are present or if those absent waive notice of such meeting, except
     where a director attends a meeting for the express purpose of objecting to
     the transaction of any business on the grounds that the meeting is not
     lawfully called. A notice of a meeting of directors need not specify the
     purpose of or the business to be transacted at the meeting except where the
     Act requires such purpose or business to be specified.

3.9  ADJOURNED MEETING - Notice of an adjourned meeting of the Board is not
     required to be given if the time and place of the adjourned meeting is
     announced at the original meeting.



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3.10 CHAIR - The chair of any meeting of the Board shall be the first mentioned
     of such of the following officers as have been appointed and who is a
     director and is present at the meeting: the Chairperson, Managing Director,
     President, or a Vice-President. If all such officers are absent or unable
     or refuse or fail to act, the directors present shall choose one of their
     number to be chair of the meeting.

3.11 VOTES TO GOVERN - At all meetings of the Board, every question shall be
     decided by a majority of the votes cast on the question. In case of an
     equality of votes the chair of the meeting shall not be entitled to a
     second or casting vote.

3.12 DISCLOSURE OF INTEREST - A director or officer of the Corporation shall
     disclose to the Corporation, in writing or by requesting to have it entered
     in the minutes of meetings of directors or of meetings of committees of
     directors, the nature and extent of any interest that such director or
     officer has in a material contract or material transaction, whether made or
     proposed, with the Corporation, if the director or officer:

     (a)  is a party to the contract or transaction;

     (b)  is a director or an officer, or an individual acting in a similar
          capacity, of a party to the contract or transaction; or

     (c)  has a material interest in a party to the contract or transaction.

     Such a director shall not vote on any resolution to approve the contract or
     transaction except as provided by under the Act.

3.13 REMUNERATION AND EXPENSES - Subject to the Articles or any Unanimous
     Shareholder Agreement, the directors shall be paid such remuneration for
     their services as the Board may from time to time determine. The directors
     shall also be entitled to be reimbursed for travelling and other expenses
     properly incurred by them in attending meetings of the Board or any
     committee thereof. Nothing herein contained shall preclude any director
     from serving the Corporation in any other capacity and receiving
     remuneration therefor.

3.14 FIRST MEETING OF NEW BOARD - Provided a quorum of the Board is present for
     the first meeting of directors to be held following the election of
     directors at an annual or special meeting of the shareholders or for a
     meeting of directors at which a director is appointed to fill a vacancy in
     the board, no notice of such meeting need be given to the newly elected or
     appointed director or directors in order for the meeting to be duly
     constituted.

3.15 REGULAR MEETINGS - The Board may fix a day or days in any month or months
     for regular meetings of the Board at a place and hour to be named. A copy
     of any resolution of the Board fixing the place and time of such regular
     meetings shall be sent to each director forthwith after being passed, but
     no other notice shall be required for any such regular meeting except where
     the Act requires the purpose thereof or the business to be transacted
     thereat to be specified.

3.16 RESOLUTION IN LIEU OF MEETING - A resolution in writing, signed by all the
     directors entitled to vote on that resolution at a meeting of directors or
     committee of directors, is as valid as if it had been passed at a meeting
     of directors or committee of directors. Any such resolution may be signed
     in counterparts.



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                              ARTICLE 4 COMMITTEES

4.1  COMMITTEES OF THE BOARD - The Board may appoint from their number one or
     more committees of directors, however designated, and delegate to any such
     committee any of the powers of the Board except those which, under the Act,
     a committee of the Board has no authority to exercise.

4.2  TRANSACTION OF BUSINESS - The powers of a committee of directors may be
     exercised by a meeting at which a quorum is present or by resolution in
     writing signed by all the members of such committee who would have been
     entitled to vote on that resolution at a meeting of the committee. Meetings
     of such committee may be held at any place in or outside Canada.

4.3  ADVISORY BODIES - The Board may from time to time appoint such advisory
     bodies as it may deem advisable.

4.4  PROCEDURE - Unless otherwise determined by the Board, each committee and
     advisory body shall have the power to fix its quorum at not less than a
     majority of its members, to elect its chair and to regulate its procedure.

                               ARTICLE 5 OFFICERS

5.1  APPOINTMENT - Subject to the Act, the Articles and any Unanimous
     Shareholder Agreement, the Board may from time to time appoint a
     Chairperson, a Managing Director, a President, one or more Vice-Presidents
     (to which title may be added words indicating seniority or function), a
     Secretary, a Treasurer and such other officers as the Board may determine,
     including one or more assistants to any of the officers so appointed. The
     Board may specify the duties of and, in accordance with the by-laws and
     subject to the Act, delegate to such officers powers to manage the business
     and affairs of the Corporation. Subject to sections 5.2 and 5.3, an officer
     may but need not be a director.

5.2  CHAIRPERSON - The Board may from time to time appoint a Chairperson who
     shall be a director. If appointed, the Chairperson shall, subject to the
     Act, the Articles, the by-laws or any Unanimous Shareholder Agreement, have
     such other powers and duties as the Board may specify. During the absence
     or disability of the Chairperson, the Chairperson's duties shall be
     performed and the Chairperson's powers exercised by the Managing Director,
     if any, or by the President.

5.3  MANAGING DIRECTOR - The Board may from time to time appoint from their
     number a Managing Director who shall be a resident Canadian. If appointed,
     the Managing Director shall, subject to the Act, the Articles, the by-laws
     or any Unanimous Shareholder Agreement, have such powers of the directors
     as may be delegated to the Managing Director by the Board.

5.4  PRESIDENT - The Board may from time to time appoint a President who shall
     have such powers and duties as the Board may specify.



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5.5  CHIEF EXECUTIVE OFFICER -

     (a)  The Board may by resolution designate any individual as the Chief
          Executive Officer of the Corporation and may from time to time by
          resolution rescind any such designation and designate another
          individual as the Chief Executive Officer of the Corporation. If the
          Board shall fail to designate an individual as the Chief Executive
          Officer of the Corporation or if at any time or from time to time the
          Board shall rescind any such designation without designating another
          individual as the Chief Executive Officer of the Corporation, the
          President shall be deemed to have been designated the Chief Executive
          Officer of the Corporation until the Board designates another
          individual as the Chief Executive Officer of the Corporation.

     (b)  An individual designated or deemed to have been designated as the
          Chief Executive Officer of the Corporation pursuant to subsection
          5.5(a) shall exercise general supervision over the affairs of the
          Corporation.

5.6  VICE-PRESIDENT - The Board may from time to time appoint one or more
     Vice-Presidents who shall have such powers and duties as the Board or the
     Chief Executive Officer may specify.

5.7  SECRETARY - Unless otherwise determined by the Board, the Secretary shall
     attend and be the secretary of all meetings of the Board, shareholders and
     committees of the Board. The Secretary shall enter or cause to be entered
     in records kept for that purpose minutes of all proceedings at meetings of
     the Board, shareholders and committees of the Board, whether or not the
     Secretary attends such meetings; the Secretary shall give or cause to be
     given, as and when instructed, all notices to shareholders, directors,
     officers, auditors and members of committees of the Board; the Secretary
     shall be the custodian of all books, papers, records, documents and
     instruments belonging to the Corporation, except when some other officer or
     agent has been appointed for that purpose; and the Secretary shall have
     such other powers and duties as the Board or the Chief Executive Officer
     may specify.

5.8  TREASURER - The Treasurer shall keep proper accounting records in
     compliance with the Act and shall be responsible for the deposit of money,
     the safe keeping of securities and the disbursement of funds of the
     Corporation; the Treasurer shall render to the Board whenever required an
     account of all of the Treasurer's transactions and of the financial
     position of the Corporation; and the Treasurer shall have such other powers
     and duties as the Board or the Chief Executive Officer may specify.

5.9  COMPTROLLER - The Comptroller, if appointed, shall perform such of the
     duties of the Treasurer as may be prescribed by the Board and shall perform
     such other duties and have such additional powers as may from time to time
     be prescribed by the Board or the Chief Executive Officer. The Comptroller
     may also be known and designated as Controller.

5.10 POWERS AND DUTIES OF OTHER OFFICERS - The powers and duties of all other
     officers shall be such as the terms of their engagement call for or as the
     Board or



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     (except for those whose powers and duties are to be specified only by the
     Board) the chief executive officer may specify. The Board and (except as
     aforesaid) the chief executive officer may, from time to time and subject
     to the Act, vary, add to or limit the powers and duties of any officer. Any
     of the powers and duties of an officer to whom an assistant has been
     appointed may be exercised and performed by such assistant, unless the
     Board or the chief executive officer otherwise directs.

5.11 AGENTS AND ATTORNEYS - The Board shall have power from time to time to
     appoint agents or attorneys for the Corporation in or outside Canada with
     such lawful powers (including the power to sub-delegate) as may be thought
     fit by the Board.

5.12 TERM OF OFFICE - The Board, in its discretion, may remove any officer of
     the Corporation, without prejudice to such officer's rights under any
     employment contract. Otherwise, each officer appointed by the Board shall
     hold office until a successor is appointed or such officer resigns from
     such office.

             ARTICLE 6 PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

6.1  LIMITATION OF LIABILITY - Every director and officer of the Corporation in
     exercising the powers and discharging the duties of such position shall act
     honestly and in good faith with a view to the best interests of the
     Corporation and exercise the care, diligence and skill that a reasonably
     prudent person would exercise in comparable circumstances. Subject to the
     foregoing, no director or officer shall be liable for the acts, receipts,
     neglects or defaults of any other director or officer or employee, or for
     joining in any receipt or other act for conformity, or for any loss, damage
     or expense happening to the Corporation through the insufficiency or
     deficiency of title to any property acquired for or on behalf of the
     Corporation, or for the insufficiency or deficiency of any security in or
     upon which any of the moneys of the Corporation shall be invested, or for
     any loss or damage arising from the bankruptcy, insolvency or tortious acts
     of any person with whom any of the moneys, securities or effects of the
     Corporation shall be deposited, or for any loss occasioned by any error of
     judgment or oversight on the part of such officer or director, or for any
     other loss, damage or misfortune whatever which shall happen in the
     execution of the duties of such office or in relation thereto; provided
     that nothing herein shall relieve any director or officer from the duty to
     act in accordance with the Act and the Regulations thereunder or from
     liability for any breach thereof.

6.2  INDEMNITY -

     (a)  The Corporation shall indemnify a director or officer of the
          Corporation, a former director or officer of the Corporation, or
          another individual who acts or acted at the Corporation's request as a
          director or officer, or an individual acting in a similar capacity, of
          another entity, and such person's heirs and legal representatives,
          against all costs, charges and expenses, including an amount paid to
          settle an action or satisfy a judgment, reasonably incurred by the
          individual in respect of any civil, criminal, administrative,
          investigative or other proceeding in which such individual



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          is involved because of that association with the Corporation or other
          entity;

     (b)  the Corporation may advance moneys to an individual referred to in
          subsection 6.2(a) for the costs, charges and expenses of a proceeding
          referred to in subsection 6.2(a), provided such individual agrees in
          advance, in writing, to repay the moneys if the individual does not
          fulfil the conditions of subsection 6.2(c);

     (c)  the Corporation may not indemnify an individual under subsection
          6.2(a) unless the individual:

          (i)  acted honestly and in good faith with a view to the best
               interests of the Corporation, or, as the case may be, to the best
               interests of the other entity for which the individual acted as a
               director or officer or in a similar capacity at the Corporation's
               request; and

          (ii) in the case of a criminal or administrative action or proceeding
               that is enforced by a monetary penalty, had reasonable grounds
               for believing that the individual's conduct was lawful;

     (d)  the Corporation may also seek the approval of a court to indemnify an
          individual referred to in subsection 6.2(a), or advance monies under
          subsection 6.2(b), in respect of an action by or on behalf of the
          Corporation or other entity to procure a judgment in its favour, to
          which such individual is made a party because of the individual's
          association with the Corporation or other entity as described in
          subsection 6.2(a) against all costs, charges and expenses reasonably
          incurred by the individual in connection with such action, if the
          individual fulfils the conditions set out in subsection 6.2(c); and

     (e)  despite subsection 6.2(a), an individual referred to in subsection
          6.2(a) is entitled to indemnity from the Corporation in respect of all
          costs, charges and expenses reasonably incurred by the individual in
          connection with the defence of any civil, criminal, administrative,
          investigative or other proceeding to which the individual is subject
          because of the individual's association with the Corporation or other
          entity as described in subsection 6.2(a), if the individual seeking
          indemnity:

          (i)   was not adjudged by the court or other competent authority to
                have committed any fault or omitted to do anything that the
                individual ought to have done; and

          (ii)  fulfils the conditions set out in subsection 6.2 (c).

6.3  INSURANCE - Subject to the Act, the Corporation may purchase and maintain
     insurance for the benefit of an individual referred to in subsection
     6.2(a), against any liability incurred by the individual:

     (a)  in the individual's capacity as a director or officer of the
          Corporation; or



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     (b)  in the individual's capacity as a director or officer, or similar
          capacity, of another entity, if the individual acts or acted in that
          capacity at the Corporation's request.

                                ARTICLE 7 SHARES

7.1  ISSUE - Subject to the Act, the Articles and any Unanimous Shareholder
     Agreement, the Board may from to time issue, or grant options to purchase,
     the whole or any part of the authorized and unissued shares of the
     Corporation at such times and to such persons and for such consideration as
     the Board shall determine. No share shall be issued until it is fully paid
     as provided by the Act.

7.2  COMMISSIONS - The Board may from time to time authorize the Corporation to
     pay a reasonable commission to any person in consideration of such person
     purchasing or agreeing to purchase shares of the Corporation, whether from
     the Corporation or from any other person, or procuring or agreeing to
     procure purchasers for any such shares.

7.3  REGISTRATION OF TRANSFER - Subject to the Act, no transfer of shares shall
     be registered in a securities register except upon:

     (a)  presentation of the certificate representing such shares with an
          endorsement which complies with the Act made thereon or delivered
          therewith duly executed by an appropriate person as provided by the
          Act, together with such reasonable assurance that the endorsement is
          genuine and effective as the Board may from time to time prescribe,

     (b)  payment of all applicable taxes and any fees prescribed by the Board,
          not exceeding the prescribed amount provided for under the Act,

     (c)  compliance with such restrictions on transfer as are authorized by the
          Articles, and

     (d)  satisfaction of any lien referred to in section 7.5.

7.4  TRANSFER AGENTS AND REGISTRARS - The Board may from time to time appoint a
     registrar to maintain the securities register and a transfer agent to
     maintain the register of transfers and may also appoint one or more branch
     registrars to maintain branch securities registers and one or more branch
     transfer agents to maintain branch registers of transfers but one person
     may be appointed both registrar and transfer agent. The Board may at any
     time terminate any such appointment.

7.5  ENFORCEMENT OF LIEN - If the Articles provide that the Corporation shall
     have a lien on any share or shares registered in the name of a shareholder
     or a shareholder's legal representative for a debt of that shareholder to
     the Corporation, such lien may be enforced by any means permitted by law,
     and:

     (a)  where the shares are redeemable pursuant to the Articles, by redeeming
          such share or shares and applying the redemption price to the debt;



                                      -12-


     (b)  subject to the Act, by purchasing the share or shares for cancellation
          for a price equal to the book value of such share or shares and
          applying the proceeds to the debt;

     (c)  by selling the share or shares to any third party whether or not such
          party is at arms length to the Corporation, and including, without
          limitation, any officer or director of the Corporation, for the best
          price which the directors consider to be obtainable for such share or
          shares; or

     (d)  by refusing to register a transfer of such share or shares until the
          debt is paid.

7.6  SHARE CERTIFICATES -

     (a)  Every holder of one or more shares of the Corporation shall be
          entitled, at the shareholder's option, to a share certificate that
          complies with the Act, or to a non-transferable written
          acknowledgement of the shareholder's right to obtain such a share
          certificate from the Corporation, stating the number and class of
          shares and the designation of any series that the certificate
          represents. Subject to the Act, share certificates and
          acknowledgements of a shareholder's right to a share certificate,
          respectively, shall be in such form as the Board shall from time to
          time approve.

     (b)  A share certificate shall be signed by at least one of the following
          persons, or the signature of at least one of the following persons
          shall be printed or otherwise mechanically reproduced on the share
          certificate:

          (i)  a director or officer of the Corporation; or

          (ii) a registrar, transfer agent or branch transfer agent of the
               Corporation or an individual on their behalf.

     (c)  If a share certificate contains a printed or mechanically reproduced
          signature of a person, the Corporation may issue the share
          certificate, notwithstanding that the person has ceased to be a
          director or an officer of the Corporation, and the share certificate
          is valid as if the person were a director or an officer at the date of
          its issue.

     (d)  Unless the Board otherwise determines, certificates representing
          shares in respect of which a transfer agent and/or a registrar has
          been appointed shall not be valid unless countersigned by or on behalf
          of such transfer agent or registrar.

7.7  REPLACEMENT OF SHARE CERTIFICATES - The Board or any officer or agent
     designated by the Board may in its or such person's discretion direct the
     issue of a new share certificate in lieu of and upon cancellation of a
     share certificate that has been mutilated or in substitution for a share
     certificate claimed to have been lost, destroyed or wrongfully taken on
     payment of such reasonable fee, and on such terms as to indemnity,
     reimbursement of expenses and evidence of loss and of title as the Board
     may from time to time prescribe, whether generally or in any particular
     case.



                                      -13-


7.8  JOINT SHAREHOLDERS - If two or more persons are registered as joint holders
     of any share, the Corporation shall not be bound to issue more than one
     certificate in respect thereof, and delivery of such certificate to one of
     such persons shall be sufficient delivery to all of them. Any one of such
     persons may give effectual receipt for the certificate issued in respect
     thereof or for any dividend, bonus, return of capital or other money
     payable or warrant issuable in respect of such share.

7.9  DECEASED SHAREHOLDERS - In the event of the death of a holder, or of one of
     the joint holders, of any share, the Corporation shall not be required to
     make any entry in the securities register in respect thereof or to make
     payment of any dividend or other payments in respect thereof except upon
     production of all such documents as may be required by law and upon
     compliance with the reasonable requirements of the Corporation and its
     transfer agents.

                       ARTICLE 8 MEETINGS OF SHAREHOLDERS

8.1  ANNUAL MEETINGS - Subject to the Act, the annual meeting of shareholders
     shall be held on such day and at such time in each year as the Board may
     determine, for the purpose of considering the financial statements and
     reports required by the Act to be placed before the annual meeting,
     electing directors, appointing auditors and for the transaction of such
     other business as may properly be brought before the meeting.

8.2  SPECIAL MEETINGS - Subject to the Act, the Board may at any time call a
     special meeting of shareholders to be held on such day and at such time as
     the Board may determine.

8.3  PLACE OF MEETINGS - Subject to the Act, meetings of shareholders shall be
     held at such place within Canada as the directors shall determine or at any
     place outside Canada that may be specified in the Articles.

8.4  PARTICIPATION IN MEETING BY ELECTRONIC MEANS - Subject to the Act, any
     person entitled to attend a meeting of shareholders may participate in the
     meeting, in accordance with the Regulations, if any, by means of a
     telephonic, electronic or other communication facility that permits all
     participants to communicate adequately with each other during the meeting,
     if the Corporation makes available such a communication facility. A person
     participating in a meeting by such means is deemed for the purposes of the
     Act to be present at the meeting.

8.5  MEETING HELD BY ELECTRONIC MEANS - If the Board or the shareholders of the
     Corporation call a meeting of shareholders pursuant to the Act, those
     directors or shareholders, as the case may be, may determine that the
     meeting shall be held, in accordance with the Regulations, if any, entirely
     by means of a telephonic, electronic or other communication facility that
     permits all participants to communicate adequately with each other during
     the meeting.

8.6  NOTICE OF MEETINGS - Notice of the time and place of each meeting of
     shareholders shall be given in the manner provided in section 10.1 not less
     than 10 days nor more than 50 days before such meeting (or within such
     other time



                                      -14-


     limits as may be prescribed under the Act or the Regulations), to each
     shareholder entitled to vote at the meeting, each director and the auditor
     of the Corporation. Notice of a meeting of shareholders called for any
     purpose other than consideration of the financial statements, auditor's
     report, election of directors and reappointment of the incumbent auditor
     shall state the nature of that business in sufficient detail to permit the
     shareholder to form a reasoned judgment thereon and shall state the text of
     any special resolution to be submitted to the meeting.

8.7  RECORD DATE FOR NOTICE - The Board may, within the prescribed period
     required under the Act or the Regulations, fix in advance a date as the
     record date for the purposes of determining shareholders entitled to
     receive notice of a meeting of shareholders and shareholders entitled to
     vote at a meeting of shareholders, provided that notice of any such record
     date is given within the prescribed period and in the manner provided under
     the Act or the Regulations, except where notice of the record date is
     waived in writing by every holder of a share of the class or series
     affected whose name is set out in the securities register at close of
     business on the day the Board fixes such record date. If no record date is
     fixed by the Board, the record date for the determination of the
     shareholders entitled to receive notice of the meeting shall be the close
     of business on the day immediately preceding the day on which the notice is
     given or, if no notice is given, the record date shall be the day on which
     the meeting is held.

8.8  LIST OF SHAREHOLDERS ENTITLED TO RECEIVE NOTICE - For each meeting of
     shareholders, the Corporation shall prepare an alphabetical list of its
     shareholders entitled to receive notice of a meeting showing the number of
     shares held by each shareholder,

     (a)  if a record date for such notice is fixed under section 8.7, not later
          than 10 days after that date, or

     (b)  if no record date is fixed, on the record date established under
          section 8.7.

     If a separate list is not prepared, the names of the shareholders entitled
     to receive notice of the meeting and the number of shares entitled to be
     voted thereat and held by them, respectively, as they appear in the
     securities register at the requisite time (excluding shares not entitled to
     be voted at the meeting), shall constitute the list prepared in accordance
     with this section.

8.9  EXAMINATION OF LIST - A shareholder may examine the list of shareholders:

     (a)  during usual business hours at the registered office of the
          Corporation or at the place where its central securities register is
          maintained; and

     (b)  at the meeting of shareholders for which the list was prepared.

8.10 WAIVER OF NOTICE - A shareholder or any other person entitled to attend a
     meeting of shareholders may, in any manner, waive notice of a meeting of
     shareholders. Attendance at a meeting of shareholders is a waiver of notice
     of the meeting, except where such person attends a meeting for the express
     purpose of objecting to the transaction of any business on the grounds that
     the meeting is not lawfully called.



                                      -15-


8.11 CHAIR, SECRETARY AND SCRUTINEERS - The chair of any meeting of shareholders
     shall be the first mentioned of such of the following officers as have been
     appointed and who is present at the meeting: the Chairperson, managing
     director, president or a vice-president of the Corporation. If no such
     officer is present within 15 minutes after the time fixed for holding the
     meeting, the persons present and entitled to vote thereat shall choose a
     person from their number to be chair of the meeting. The Secretary of the
     Corporation shall be secretary of any meeting of shareholders, but if the
     Secretary of the Corporation is not present, the chair of the meeting shall
     appoint some person, who need not be a shareholder, to act as secretary of
     the meeting. If desired, one or more scrutineers, who need not be
     shareholders, may be appointed by a resolution or by the chair of the
     meeting with the consent of the shareholders and persons entitled to vote
     at the meeting present at the meeting.

8.12 PERSONS ENTITLED TO BE PRESENT - The only persons entitled to be present at
     a meeting of the shareholders shall be those shareholders entitled to vote
     thereat, the directors and auditors of the Corporation and others who,
     although not entitled to vote, are entitled or required under the Act, the
     Articles or the by-laws to be present at the meeting. Any other person may
     be admitted only on the invitation of the chair of the meeting or with the
     consent of the meeting.

8.13 QUORUM - The quorum for the transaction of business at a meeting of
     shareholders is two persons who are, or who represent by proxy,
     shareholders who, in the aggregate, hold at least 5% of the issued shares
     entitled to be voted at the meeting. If a quorum is present at the opening
     of a meeting of shareholders, the shareholders present or represented may,
     unless the by-laws otherwise provide, proceed with the business of the
     meeting, notwithstanding that a quorum is not present throughout the
     meeting. If a quorum is not present at the opening of any meeting of
     shareholders, the shareholders present may adjourn the meeting to a fixed
     time and place but may not transact any other business. At such adjourned
     meeting the holders of shares carrying voting rights who are present or
     represented shall constitute a quorum thereat and may transact the business
     for which the meeting was originally called notwithstanding that such
     quorum is not present throughout the meeting.

8.14 RIGHT TO VOTE - A shareholder whose name appears on a list of shareholders
     prepared in accordance with section 8.8 or otherwise in accordance with the
     Act is entitled to vote the shares shown opposite such shareholder's name
     at the meeting to which such list relates.

8.15 PROXIES - A shareholder entitled to vote at a meeting of shareholders may
     by means of a proxy appoint a proxyholder or one or more alternate
     proxyholders who are not required to be shareholders, to attend and act at
     the meeting in the manner and to the extent authorized by the proxy and
     with the authority conferred by the proxy. A proxy shall be executed by the
     shareholder or by the shareholder's attorney authorized in writing. A proxy
     may be deposited with the Corporation in accordance with section 8.17 by
     telephone transmission of a facsimile of the proxy or by any other form of
     electronic or other communication facility if there is a record that the
     proxy has been sent.



                                      -16-


8.16 REVOCATION OF PROXIES - A shareholder may revoke a proxy

     (a)  by depositing an instrument in writing executed by the shareholder or
          by the shareholder's attorney authorized in writing

          (i)  at the registered office of the Corporation at any time up to and
               including the last business day preceding the day of the meeting,
               or an adjournment thereof, at which the proxy is to be used, or

          (ii) with the chair of the meeting on the day of the meeting or an
               adjournment thereof; or

     (b)  in any other manner permitted by law.

8.17 TIME FOR DEPOSIT OF PROXIES - The directors may specify in a notice calling
     a meeting of shareholders a time not exceeding 48 hours, excluding
     Saturdays and holidays, preceding the meeting or an adjournment thereof
     before which time proxies to be used at the meeting must be deposited with
     the Corporation or its agent. A proxy shall be acted upon only if, prior to
     the time so specified, it shall have been deposited with the Corporation or
     an agent thereof specified in such notice or, where no such time is
     specified in such notice, if it has been received by the secretary of the
     Corporation or the chair of the meeting or any adjournment thereof before
     the time of voting.

8.18 VOTES TO GOVERN - At any meeting of shareholders every question shall,
     unless otherwise required by the Act, the Articles, any Unanimous
     Shareholder Agreement, the by-laws or applicable law, be determined by the
     majority of the votes cast on the question. In case of an equality of votes
     either upon a show of hands or upon a poll, the chair of the meeting shall
     not be entitled to a second or casting vote.

8.19 VOTING - Unless the Articles otherwise provide, each share of the
     Corporation entitles the holder thereof to one vote at a meeting of
     shareholders. Voting at a meeting of shareholders shall be by show of hands
     except where a ballot is demanded by a shareholder or proxyholder entitled
     to vote at the meeting. Whenever a vote by show of hands shall have been
     taken upon a question, unless a ballot thereon is demanded, an entry in the
     minutes of a meeting to the effect that the chair of the meeting declared a
     resolution to be carried or defeated is, in the absence of evidence to the
     contrary, proof of the fact without proof of the number or proportion of
     the votes recorded in favour of or against the resolution.

8.20 JOINT SHAREHOLDERS - If two or more persons hold a share or shares jointly,
     any one of them present in person or represented by proxy at a meeting of
     shareholders may, in the absence of the other or others, vote the share or
     shares in accordance with section 8.19; but if two or more of those persons
     are present in person or represented by proxy and vote, they shall vote as
     one on the shares jointly held by them.

8.21 ELECTRONIC VOTING - Despite section 8.19, any vote referred to in section
     8.19 may be held in accordance with the Regulations, if any, entirely by
     means of a telephonic, electronic or other communication facility, if the
     Corporation makes available such a communication facility.



                                      -17-


8.22 VOTING WHILE PARTICIPATING ELECTRONICALLY - Any person participating in a
     meeting under sections 8.4 or 8.5 and entitled to vote at that meeting, may
     vote, in accordance with the Regulations, if any, by means of the
     telephonic, electronic or other communication facility that the Corporation
     has made available for that purpose.

8.23 BALLOTS - On any question proposed for consideration at a meeting of
     shareholders, and whether or not a show of hands has been taken thereon,
     any shareholder or proxyholder entitled to vote at the meeting may require
     or demand a ballot. A ballot so required or demanded shall be taken in such
     manner as the chair of the meeting shall direct. A requirement or demand
     for a ballot may be withdrawn at any time prior to the taking of the
     ballot. If a ballot is taken each person present shall be entitled, in
     respect of the shares which such person is entitled to vote at the meeting
     upon the question, to that number of votes provided by the Act or the
     Articles. The result of the ballot so taken shall be the decision of the
     shareholders upon the said question.

8.24 ADJOURNMENTS - If a meeting of shareholders is adjourned for less than 30
     days, it is not necessary to give notice of the adjourned meeting, other
     than by announcement at the earliest meeting that is adjourned. If a
     meeting of shareholders is adjourned by one or more adjournments for an
     aggregate of 30 days or more, notice of the adjourned meeting shall be
     given as for an original meeting but, unless the meeting is adjourned by
     one or more adjournments for an aggregate of more than 90 days, the
     Corporation is not required to comply with the Act with respect to the
     mandatory solicitation of proxies for such adjourned meeting.

8.25 RESOLUTION IN LIEU OF MEETING - Subject to the Act, a resolution in writing
     signed by all the shareholders entitled to vote on that resolution at a
     meeting of shareholders is as valid as if it had been passed at a meeting
     of the shareholders. Any such resolution may be signed in counterparts.

                         ARTICLE 9 DIVIDENDS AND RIGHTS

9.1  DIVIDENDS - Subject to the Act, the Articles and any Unanimous Shareholder
     Agreement, the Board may from time to time declare and the Corporation may
     pay dividends to the shareholders according to their respective rights and
     interests in the Corporation. Dividends may be paid by issuing fully paid
     shares of the Corporation or options or rights to acquire fully paid shares
     of the Corporation or, subject to the Act, may be paid in money or
     property.

9.2  DIVIDENDS AND OTHER AMOUNTS - A dividend or other amount payable in cash
     with respect to the outstanding shares of the Corporation may be paid by
     cheque drawn on a financial institution or by electronic means to or to the
     order of each registered holder of shares of the class or series in respect
     of which it is to be paid. Cheques may be sent by prepaid ordinary mail or
     delivered to such registered holder at such holder's address as recorded in
     the securities register of the Corporation, unless such holder has
     otherwise directed. In case of joint holders, a cheque or payment by
     electronic means shall, unless such joint holders have



                                      -18-


     otherwise directed, be made payable to the order of all such joint holders
     and if more than one address is recorded in the securities register of the
     Corporation in respect of such joint holding, the cheque shall be mailed or
     delivered to the first address so recorded or the amount paid by electronic
     means to the first address or account so recorded. The mailing or
     electronic delivery of such cheque or amount as aforesaid, unless the same
     is not paid on due presentation, or the payment of the dividend in such
     manner as directed by the registered holder, shall satisfy and discharge
     all liability for the dividends (or other amounts) for the sum represented
     thereby plus the amount of any tax, levy or duty which the Corporation was
     required to and did withhold.

9.3  NON-RECEIPT OF PAYMENT - In the event of non-receipt of any cheque or
     electronic payment by the person to whom it is sent as aforesaid, the
     Corporation shall issue to such person a replacement cheque or send again
     by electronic means, a like amount on such terms as to indemnity,
     reimbursement of expenses and evidence of non-receipt and of title as the
     Board may from time to time prescribe, whether generally or in any
     particular case.

9.4  RECORD DATE FOR DIVIDENDS AND RIGHTS - The Board may, within the prescribed
     period under the Act, fix in advance a date as the record date for the
     purpose of determining shareholders entitled to receive payment of a
     dividend or the record date for the purposes of determining persons
     entitled to the right to acquire securities. If a record date is fixed,
     unless notice of the record date is waived in writing by every holder of a
     share of the class or series affected whose name is set out in the
     securities register at the close of business on the day the directors fix
     the record date, notice of the record date must be given within the
     prescribed period. Where no record date is so fixed, the record date for
     the determination of the persons entitled to receive payment of any
     dividend or right to acquire securities shall be at the close of business
     on the day on which the resolution relating to such dividend or right to
     acquire is passed by the Board.

9.5  UNCLAIMED DIVIDENDS - Any dividend unclaimed after a period of six (6)
     years from the date on which the same has been declared to be payable shall
     be forfeited and shall revert to the Corporation.

                               ARTICLE 10 NOTICE

10.1 METHOD OF GIVING NOTICE -

     (a)  A notice or document required by the Act, the Regulations, the
          Articles or the by-laws to be sent to a shareholder or director of the
          Corporation may be sent by prepaid mail addressed to, or may be
          personally delivered to,

          (i)  the shareholder at the shareholder's latest address as shown in
               the records of the Corporation or its transfer agent; and

          (ii) the director at the director's latest address as shown in the
               records of the Corporation or in the last notice of directors or
               notice of change of directors filed under the Act.



                                      -19-


     (b)  A notice or document sent in accordance with section 10.1(a) to a
          shareholder or director of the Corporation is deemed to be received by
          such person at the time it would be delivered in the ordinary course
          of mail unless there are reasonable grounds for believing that the
          shareholder or director did not receive the notice or document at that
          time or at all.

10.2 NOTICE TO JOINT SHAREHOLDERS - If two or more persons are registered as
     joint holders of any share, any notice shall be addressed to all of such
     joint holders but notice to one of the joint holders shall be sufficient
     notice to all of them.

10.3 COMPUTATION OF TIME - In computing the date when notice must be given under
     any provision requiring a specified number of days notice of any meeting or
     other event, the date of giving the notice shall be excluded and the date
     of the meeting or other event shall be included in such calculations.

10.4 UNDELIVERED NOTICES - If the Corporation sends a notice or document to a
     shareholder in accordance with section 10.1(a) and the notice or document
     is returned on two consecutive occasions because the shareholder cannot be
     found, the Corporation is not required to send any further notices or
     documents to the shareholder until the shareholder informs the Corporation
     in writing of the shareholder's new address.

10.5 OMISSIONS AND ERRORS - The accidental omission to give any notice to any
     shareholder, director, officer, auditor or member of a committee of the
     Board or the non-receipt of any notice by any such person or any error in
     any notice not affecting the substance thereof shall not invalidate any
     action taken at any meeting held pursuant to such notice or otherwise
     founded thereon.

10.6 PERSONS ENTITLED BY DEATH OR OPERATION OF LAW - Every person who, by
     operation of law, transfer, death of a shareholder or any other means
     whatsoever, becomes entitled to any share ( a "transferee"), shall be bound
     by every notice in respect of such share which shall have been duly given
     to the shareholder from whom such person derives his or her title to such
     share prior to the transferee's name and address being entered on the
     securities register (whether such notice was given before or after the
     happening of the event upon which the transferee became so entitled) and
     prior to the transferee furnishing to the Corporation the proof of
     authority or evidence of the transferee's entitlement prescribed by the
     Act.

10.7 WAIVER OF NOTICE - Where a notice or document is required by the Act or the
     Regulations to be sent, the sending of the notice or document may be waived
     or the time for the notice or document may be waived or abridged at any
     time with the consent in writing of the person entitled thereto.

     ENACTED: _____ day of ___________________________, 2006.


/s/ David Seton                            /s/ Erik Martin
----------------------------------------   -------------------------------------
Chairman                                   Corporate Secretary