Austin Developments 20FR12G Initial registration of securities (foreign private issuers)

EXHIBIT 3.1

DUPLICATE

NUMBER:  189456

BRITISH

COLUMBIA

CERTIFICATE

OF

CHANGE OF NAME

COMPANY ACT

I Hereby Certify that

HAYDEN RESOURCES LTD.

has this day changed its name to

AUSTIN DEVELOPMENTS CORP.

Issued under my hand at Victoria,

British Columbia on March 14, 2000

{seal}

JOHN S. POWELL

Registrar of Companies

PROVINCE OF BRITISH COLUMBIA CANADA

British Columbia

FORM 19

(Section 348)

PROVINCE OP BRITISH COLUMSIA

Certificate of

Inc. No. 189456

COMPANY ACT

SPECIAL RESOLUTION

The following special resolution was passed by the undermentioned Company on the date stated:

NAME OF COMPANY:

HAYDEN RESOURCES LTD.

DATE RESOLUTION PASSED:

NOVEMBER 10, 1999

RESOLUTION:

“IT WAS RESOLVED AS A SPECIAL RESOLUTION, THAT the name of the Company be changed from Hayden Resources Ltd. to “AUSTIN DEVELOPMENTS CORP.”.

IT WAS RESOLVED, AS A SPECIAL RESOLUTION, THAT the Memorandum of the Company be altered by deleting paragraph 1 which states:

‘1.

The name of the Company is Hayden Resources Ltd.’

and the following substituted therefor:

1.

The name of the Company is Austin Developments Corp.'

IT WAS RESOLVED, AS A SPECIAL RESOLUTION, THAT the authorized capital be altered by consolidating all 20,000.000 shares without par value of which 7,514,181 shares are issued as fully paid and non-assessable into 5,000,000 shares without par value of which 1,878,545.25 are issued as fully paid, every four (4) of such shares before consolidation being consolidated into one (1) share.

IT WAS RESOLVED, AS A SPECIAL RESOLUTION, THAT the authorized capital be increased from 5,000,000 shares without par value of which 1,878,545.25 are issued as fully paid and non-assessable into 100,000,000 shares without par value of which 1,878,545.25 shares are issued as fully paid and non-assessable.

IT WAS RESOLVED, AS A SPECIAL RESOLUTION, THAT the Company adopt a new Memorandum in the form attached hereto.

Certified a true copy the 9th day of March, 2000.

SCHEDULE ATTACHED TO AND FORMING A PART OF A SPECIAL RESOLUTION OF HAYDEN RESOURCES LTD. PASSED ON THE 10TH DAY OF NOVEMBER, 1999

COMPANY ACT

ALTERED MEMORANDUM

1.

The name of the Company is AUSTIN DEVELOPMENTS CORP.

2.

The authorized capital of the Company consists of 100,000,000 common shares without par value.

I hereby certify that

WEACO RESOURCES LTD.

has this day changed its name to

FORM 21

(Section 371 Company Act)

PROVINCE OF BRITISH COLUMBIA

Certificate of  

Incorporation No. 189458

SPECIAL RESOLUTION

The following special resolutions were passed by Weaco Resources Ltd. on the 5th day of November, 1992:

“RESOLVED THAT:

The Company change its name to Hayden Resources Ltd.

The authorized capital of the Company be altered by consolidating all of the 20,000,000 common shares without par value, of which 6,574,473 common shares are issued and fully paid, into 6,666,666.67 common shares without par value, of which 2,191,491 are issued and fully paid, every 3 of such shares before consolidation being consolidated into 1 share AND THAT the authorized capital of the Company be increased from 6,666,666.67 to 20,000,000 common shares without par value and Paragraph 2 of the Memorandum be altered accordingly.”

A copy of the Memorandum as altered by the above resolutions is attached hereto.

CERTIFIED a true copy this 26th day of August 1993.

ALTERED

COMPANY ACT

ALTERED MEMORANDUM OF

HAYDEN RESOURCES LTD.

(the "Company" as altered by Special Resolution dated 5 November 1992 changing the name and increasing the capital of the Company)

1.  The name of the Company is "HAYDEN RESOURCES, LTD."

2.  The authorized capital of the Company consists of 20,000,000 common shares without par value.

FORM 20

(Section 370)

PROVINCE OP BRITISH COLUMSIA

Certificate of

Inc. No. 189456

COMPANIES ACT

SPECIAL RESOLUTION

The following special resolution was passed by the undermentioned Company on the date stated:

Name of Company:

WEACO RESOURCES LTD

Date Resolution Passed:

September 19, 1983

Resolution:

RESOLVED AS SPECIAL RESOLUTIONS THAT:

1.

(a)

the authorized capital of the Company be increased from 5,000,000 common shares without par value, of which 4,294,622 shares are issued to 20,000.000 common shares without par value, of which 4,294,622 are issued;

(b)

paragraph 2 of the Memorandum be altered to read:

"2.  The authorized capital of the Company consists of 20,000,000 common shares without par value."

(c)

the Memorandum be in the form attached hereto and marked Schedule A, so that the altered Memorandum complies with the Company Act.

ALTERED

SCHEDULE “A”

Attached to Special Resolution of Weaco Resources Ltd. passed by the Company on September 19, 1983 pursuant to Part 8 of the Company Act.

FORM 1

(Section 5)

COMPANY ACT

MEMORANDUM

(ALTERED)

We wish to be formed into a Company with limited liability under the "Company Act” in pursuance of this Memorandum.

1.

The name of the Company is "WEACO RESOURCES LTD."

2.

The authorized capital of the Company consists of

20.000,000 common shares without par value.

3.

We agree to take the number at shares in the Company set opposite our names.

Full Name, Resident Address

Number of Shares Taken

& Occupation of Subscriber

by Subscriber

______________________________________________________________

Total shares taken

______________________________________________________________

DATED at Vancouver, British Columbia, this ____ day of ______________, 19 ___ .

189,456

FEES:  131,00

COMPANIES ACT

WEACO RESOURCES LTD.

MEMORANDUM

ALTERED

I wish to be formed into a company with limited liability under the Companies Act in pursuance of this Memorandum.

1.

The name of the Company is ‘WEACO RESOURCES LTD.”

2.

The authorized capital of the Company consists of Five Million (5,000,000) common shares without par value.

3.

I agree to take the number and class of shares in the Company set opposite my name.

________________________________________________________________

Full Name, Resident Address

Number and Class of Shares Taken

& Occupation of Subscriber

by Subscriber

________________________________________________________________

/s/ Kenneth Alan Gracey

________________________________________

ONE (1) Common share

Kenneth Alan Gracey

7591 Broadmoor Boulevard

Richmond B.C.

Barrister & Solicitor

________________________________________________________________

TOTAL SHARES TAREN

ONE (1) COMMON SHARE

________________________________________________________________

DATED the 21st day of March 1979

WITNESS TO ABOVE SIGNATURE:

/s/ Theresa Loh

______________________________

Theresa Loh

1504 - 1330 Harwood Street,

Vancouver, B.C.

Legal Secretary

WEACO RESOURCES LTD.

ARTICLES

TABLE OF CONTENTS

PART

ARTICLE

SUBJECT

1

INTERPRETATION

1.1

Definition

1.2 & 1.3

Construction of Words

1.4

Companies Act Definitions Applicable

Table “A’ Inapplicable

2

SHARES AND SHARE CERTIFICATES

2.1

Member entitled to Certificate

2.2

Replacement of Lost or Defaced

  Certificate

2.3

Recognition of Trusts

2.4

Execution of Certificates

2.5

Assistance for Purchase of Company’s

  Shares or Debt Obligations

2.6

Form of Certificate

2.7

Delivery to Joint Holders

3

ISSUE OF SHARES

3.1

Directors Authorized

3.2

Conditions of Allotment

3.3

Commissions and Brokerage

3.4

Idem

3.5

Conditions of Issue

4

SHARE TRANSFERS

4.1

Transferability and Instrument

  of Transfer

4.2

Submission of Instruments of

  Transfer

4.3

Execution of Instrument of Transfer

4.4

Enquiry as to Title not Required

4.5

Transfer Fee

5

TRANSMISSION OF SHARES

5.1

Personal Representative Recognized

 on Death

5.2

Persons in Representative Capacity

PART

ARTICLE

SUBJECT

6

ALTERATION CF CAPITAL

6.1

Ordinary Resolution Required

6.2

Determination of Selling Price

6.3

Articles Apply to New Capital

6.4

Class Meetings of Members

7

PURCHASE OR REDEMPTION OF SHARES

7.1

Company Authorized to Purchase its Shares

7.2

Redemption of Shares

8

BORROWING POWERS

8.1

Powers of Directors

8.2

Negotiability of Debt Obligations

8.3

Special Rights on Debt Obligations

8.4

Registers of Debt Obligations and Holders Thereof

8.5

Execution of Debt Obligation Documents

9

GENERAL MEETINGS

9.1

Annual General Meetings

9.2

Waiver of Annual General Meeting

9.3

Classification of General Meetings

9.4

Calling of Meetings

9.5

Requisition of General Meetings

9.6

Notice for General Meetings

9.7

Waiver of Notice

9.8

Notice of Special Business at General Meeting

10

PROCEEDINGS AT GENERAL MEETINGS

10.1

Special Business

10.2

Quorum

10.3

Requirement of Quorum

10.4

Lack of Quorum

10.5

Chairman

10.6

Alternate Chairman

10.7

Adjournments

10.8

Decisions by Show of Hands or Poll

10.9

Resolution Need Not be Seconded

10.10

Casting Vote

10.11

Manner of Taking Poll

PART

ARTICLE

SUBJECT

10.12

Casting of Votes

10.13

Demand for Poll

10.14

Demand for Poll Not to Prevent Continuance of Meeting

10.15

Retention of Ballots Cast on a Poll

11

VOTES OF MEMBERS

11.1

Number of Votes Per Share or Member

11.2

Votes of Parsons in Representative Capacity

11.3

Votes by Joint Holders

11.4

Representative of a Corporate Member

11.5

Votes by Committee of a Member

11.6

Appointment by Proxy Holders

11.7

Execution of Proxy Instrument

11.8

Qualification of Proxy Holder

11.9

Deposit of Proxy

11.10

Validity of Proxy Vote

11.11

Form of Proxy

12

DIRECTORS

12.1

Responsible for Management

12.2

Number of Directors

12.3

Share Qualification of Directors

12.4

Remuneration and Expenses of Directors

12.5

Appointment of Attorneys

12.6

Directors Interested in Transactions with Company

12.7

Right to Office and Contract with Company

12.8

Director Acting in Professional Capacity

12.9

Alternate Directors

13

TERMINATION OF DIRECTORSHIP OF DIRECTORS

13.1

Grounds for Termination

14

RETIREMENT AND ELECTION OF DIRECTORS

14.1

Election at Annual General Meetings

14.2

Removal of Directors

14.3

Filling a Casual Vacancy

PART

ARTICLE

SUBJECT

15

PROCEEDINGS OF DIRECTORS

15.1

Meetings - Quorum - Chairman

15.2

call and Notice of Meetings

15.3

Competence of Quorum

15.4

Continuing Directors May Act During a Vacancy

15.5

Number of Directors Below a Quorum

15.6

Appointment of Directors’ Committees

15.7

Committee Chairman

15.8

Committee Meetings

15.9

Validity of Meeting Where Directorship Deficient

15.10

Newly Elected Directors

15.11

Waiver of Notice of Meetings

15.12

Majority Rule

15.12

Resolution in Writing Effective

16

OFFICERS

16.1

President and Secretary Required

16.2

Directors’ Authority

16.3

Disclosure of Conflicting Interests

17

MINUTES, DOCUMENTS AND RECORDS

17.1

Minutes to Be Kept

17.2

Records Office

18

EXECUTION OF DOCUMENTS

18.1

Seal Optional

18.2

Official Seal

18.3

Affixation of Seal to Documents

18.4

Mechanical Reproduction of Signatures

19

DIVIDENDS

19.1

Declaration of Dividends

19.2

Proportionate to Number of Shares Held

19.3

Dividend Bears No Interest

19.4

Payment in Specie Permitted

19.5

Capitalization of Undistributed Surplus

19.6

Payment of Dividends

19.7

Effect of Transfer on Dividends

19.8

Fractional Shares

19.9

Reserves

PART

ARTICLE

SUBJECT

20

ACCOUNTS

20.1

Accounts to be Kept

20.2

Location of Accounts

20.3

Inspection of Accounts

21

NOTICES

21.1

Method of Giving Notice

21.2

Notice of Joint Holders

21.3

Notice to Personal Representative

21.2

Notice Deemed Effective

21.4

Date Notice Deemed Effective

21.5 & 21.6

Date Notice Deemed Given

21.7

Persons to Receive Notice

22

INDEMNIFICATION AND PROTECTION OF DIRECTORS,

OFFICERS, EMPLOYEES AND CERTAIN AGENTS

22.1

Party to Legal Proceedings

22.2

Officers, Employees, Agents

22.3

Extent of Indemnification

22.4

Persons Undertaking Liabilities

22.5

Limitation of Liability

22.6

Directors May Rely

22.7

Company May Purchase Insurance

“COMPANIES ACT”

ARTICLES

- of -

WEACO RESOURCES LTD.

PART I - INTERPRETATION

1.1

In these Articles, unless the context otherwise requires:

(a)

“Board of Directors” or “Board” means the directors of the Company for the time being;

(b)

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

(c)

“directors” means the directors of the Company for the time being;

(d)

“month” means calendar month;

(e)

“ordinary resolution” has the meaning assigned thereto by the Companies Act;

(f)

“register” means the register of members to be kept pursuant to the Companies Act;

(g)

“registered address” of a member shall be his address as recorded in the register;

(h)

“registered address” of a director means his address as recorded in the Company’s register of directors to be kept pursuant to the Companies Act;

(i)

“seal” means the common seal of the Company, if the Company has one;

(j)

“special resolution” has the meaning assigned thereto by the Companies Art

{stamp indicating filed/registered April 17, 1979}

1.2

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

1.3

Words importing the singular include the plural and vice versa; and words importing a male person include a female person and a corporation.

1.4

The definitions in the Companies Act shall with the necessary changes and so far as applicable apply to these Articles.

1.5

The regulations contained in Table A in the First Schedule to the Companies Act shall not apply to the Company.

PART 2 - SHARES AND SHARE CERTIFICATES

2.1

Every member is entitled, without charge, to one certificate representing the share or shares of each class held by him or upon paying a sum not exceeding the amount permitted by the Companies Act, as the directors may from time to time determine, several certificates each for one or more of those shares; provided that, in respect of a share or shares held jointly by several persons, the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders or to his duly authorized agent shall be sufficient delivery to all; and provided further that the Company shall not be bound to issue certificates representing redeemable shares, if such shares are to be redeemed within one month of the date on which they were allotted.  Any share certificate may be sent through the post by registered prepaid mail to the member entitl ed thereto at his registered address, and the Company shall not be liable for any loss occasioned to the member owing to any such share certificate so sent being lost in the post or stolen.

2.2

If a share certificate:

(a)

is worn out or defaced, the directors may, upon production to them of that certificate and upon such other terms if any, as they may think fit, order the certificate to be cancelled and may issue a new certificate in lieu thereof;

(b)

is lost, stolen or destroyed, -then upon proof thereof to the satisfaction of the directors and upon such indemnity, if any, as the directors deem adequate being given, a new share certificate in place thereof shall be issued to the person entitled to the lost, stolen or destroyed certificate, or

(c)

represents more than one share and the registered owner thereof surrenders it to the Company with a written request that the Company issue registered in his name two or more certificates each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Company shall cancel the certificate so surrendered and issue in place thereof certificates in accordance with the request.

A sum, not exceeding that permitted by the Companies Act, as the directors may from time to time fix, shall be paid to the Company for each certificate issued under this Article.

2.3

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

2.4

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

2.5

Save as provided by the Companies Act, the Company shall not give financial assistance by means of a loan, guarantee, the provision of security or otherwise for the purpose of or in connection with the purchase of or subscription by any person for shares or debt obligations issued by the Company or an affiliate of the Company or upon the security, in whole or in part, of a pledge or other charge upon the shares or debt obligations issued by the Company or an affiliate of the Company.

2.6

Every share certificate issued by the Company shall be in such form as the directors approve and shall comply with the Companies Act.

2.7

The certificates of shares registered in the name of two or more persons shall be delivered to the person first named on the register.

PART 3 -  ISSUE OF SHARES

3.1

Subject to the Companies Act, and to these Articles, and to any direction to the contrary contained in a resolution passed at a general meeting authorizing any increase of capital, the issue of shares, whether in the original or any increased capital of the Company, shall be under the control of the directors who may, subject to the rights of the holders of the shares of the Company for the time being issued, allot or otherwise dispose of, and/or grant options on, shares authorized but not yet issued at such times and to such persons, including directors, and in such manner and upon such terms and conditions, and at such price or for such consideration, as the directors, in their absolute discretion, may determine.

3.2

Unless the Company is a reporting company, before allotting any shares of the Company, the directors shall first offer those shares pro rata to the members; but if there are classes of shares, the directors shall first offer the shares to be allotted pro rata to the members holding shares of the class proposed to be allotted and if any shares remain, the directors shall then offer the remaining shares pro rata to the other members. The offer shall be made by notice specifying the number of shares offered and limiting a time, which shall be not less than seven days, for acceptance. After the expiration of the time for acceptance or on receipt of written confirmation from the person to whom the offer is made that he declines to accept the offer, and if there are no other members holding shares who should first receive an offer, the directors may for three months thereafter offe r the shares to such persons and in such manner as they think most beneficial to the Company; but the offer to those persons shall not be at a price less than, or on terms more favourable than, the offer to the members.

3.3

The Company may, by resolution of the directors, pay a commission or allow a discount to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares in the Company, or procuring or agreeing to procure subscriptions, whether absolutely or conditionally, for any such shares provided that the rate of the commission or discount shall not in the aggregate exceed 25 percent of the subscription price of such shares, or an amount equivalent to such percentage.

The Company may also pay such brokerage as may be lawful.

3.4

Except as permitted by Article 3.3 the Company shall not apply any of its shares or capital money, either directly or indirectly, in payment of any commission, discount or allowance to any person in consideration of his subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions whether absolutely or conditionally, for shares in the Company.

3.5

No share may be issued until it is fully paid by the receipt by the Company of the full consideration there-for in cash, property or past services actually performed for the Company.  A document evidencing indebtedness of the person to whom the shares arc allotted is not property for the purpose of this Article. The value of property and services for the purpose of this Article shall be the value determined by the directors by resolution to be, in all circumstances of the transaction, the fair market value thereof.

PART 4 -  SHARE TRANSFERS

4.1

Subject to the restrictions, if any, set forth in these Articles, any member may transfer his shares by instrument in writing executed by or on behalf of such member and delivered to the Company or its transfer agent. The instrument of transfer of any share of the Company shall be in the form, if any, on the back of the Company's form of share certificates, or in any form which the directors may approve. If the directors so require, each instrument of transfer shall be in respect of only one class of share.

4.2

Every instrument of transfer shall be executed by the transferor and left at the registered office of the Company or at the office of its transfer agent or registrar for registration together with the share certificate for the shares to be transferred and such other evidence, if any, as the directors or the transfer agent or registrar may require to prove the title of the transferor or his right to transfer the shares. All instruments of transfer where the transfer is registered shall be retained by the Company or its transfer agent or registrar and any instrument of transfer, where the transfer is not registered, shall be returned to the person depositing the same together with the share certificate which accompanied the same when tendered for registration. The transferor shall remain the holder of the share until the name of the transferee is entered on the register in res pect of that share.

4.3

The signature of the registered owner of any shares, or of his duly authorized attorney, upon the instrument of transfer constitutes an authority to the Company to register the shares specified in the instrument of transfer in the name of the person named in that instrument of transfer as transferee or, if no person is so named, then in any name designated in writing by the person depositing the share certificate and the instrument of transfer with the Company or its agents.

4.4

The Company, and its directors, officers and agents are not bound to enquire into any title of the transferee of any shares to be transferred, and are not liable to the registered or any intermediate owner of those shares, for registering the transfer.

PART 5 - TRANSMISSION OF SHARES

5.1

In the case of the death of a member the legal personal representative of the deceased shall be the only person recognized by the Company as having any title to or interest in the shares registered in the name of the deceased. Before recognizing any legal personal representative the directors may require him to obtain a grant of probate or letters of administration in British Columbia.

5.2

Any person who becomes entitled to a share as a result of the death or bankruptcy of any member, upon producing the evidence required by the Companies Act, or who becomes entitled to a share as a result of an order of a court of competent jurisdiction or a statute, upon producing such evidence as the directors think sufficient that he is so entitled, may be registered as holder of the share or may transfer the share.

PART 6 - ALTERATION OF CAPITAL

6.1

The Company may by ordinary resolution filed with the registrar amend its memorandum to increase the share capital of the Company by:

(a)

creating shares with par value or shares without par value, or both;

(b)

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

(c)

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

6.2

The directors may by resolution determine the price or consideration at or for which shares without par value may be allotted or issued.

6.3

Except as otherwise provided by conditions imposed at the time of creation of any new shares or by these Articles, any addition to the authorized capital resulting from the creation of new shares shall be subject to the provisions of these Articles.

6.4

Unless these Articles elsewhere specifically otherwise provide, the provisions of these Articles relating to general meetings shall apply, with the necessary changes and so far as they are applicable, to a class meeting of members holding a particular class of shares.

PART 7 - PURCHASE OR REDEMPTION OF SHARES.

7.1

Subject to the special rights and restrictions attached to any class of shares, the Company may, by a resolution of the directors and in compliance with the Companies Act, purchase any of its shares at the price and upon the terms specified in such resolution, but no such purchase shall be made if the Company is insolvent at the time of the proposed purchase or the proposed purchase would render the Company insolvent. Unless the Company is purchasing the shares from a dissenting member pursuant to the Companies Act, or through a stock exchange, the Company shall make its offer to purchase pro rata to every member who holds shares of the class proposed to be purchased.  The shares so purchased by the Company may be sold by it but the Company shall not exercise any vote in respect of these shares while they are held by the Company.

7.2

Subject to the special rights and restrictions attached to any class of shares, the Company may, by a resolution of the directors and in compliance with the Companies Act, redeem any of its shares of a particular class or kind that have a right of redemption attached there to upon the terms specified in such resolution and such redemption need not be made pro rata among every member who holds shares of the class or kind to be redeemed.  No such redemption shall be made if the Company is insolvent at the time of the proposed redemption or the proposed redemption would render the Company insolvent.  The shares so redeemed by the Company may be issued by it  but the Company shall not exercise any vote in respect of these shares while they are held by the company.

PART 8 - BORROWING POWERS

8.1

The directors may from time to time at their discretion authorize the Company to borrow any sum of money for the purposes of the Company and may raise or secure the repayment of that sum in such manner and upon such terms and conditions, in all respects, as they think fit, and in particular, and without limiting the generality of the foregoing, by the issue of bonds or debentures, or any mortgage or charge, whether specific or floating, or other security on the undertaking or the whole or any part of the property of the Company, both present and future.

8.2

The directors may make any debentures, bonds or other debt obligations issued by the Company by their terms, assignable free from any equities between the Company and the person to whom they may be issued, or any other person who lawfully acquires the same by assignment, purchase, or otherwise, howsoever.

8.3

The directors may authorize the issue of any debentures, bonds or other debt obligations of the Company at a discount, premium or otherwise, and with special or other rights or privileges as to redemption, surrender, drawings, allotment of or conversion into or exchange for shares, attending at general meetings of the Company and otherwise as the directors may determine at or before the time of issue.

8.4

The Company shall keep or cause to be kept in accordance with the Companies Act

(a)

a register of its debentures and debt obligations, and

(b)

a register of the holders of its bonds, debentures and other debt obligations,

and subject to the provisions of the Companies Act may keep or cause to be kept one or more branch registers of the holders of its bonds, debentures, or other debt obligations within or without the Province of British Columbia as the directors may from time to time determine and the directors may by resolution, regulations or otherwise make such provisions as they think fit respecting the keeping of such branch registers.

8.5

Every bond, debenture or other debt obligation of the Company shall be signed manually by at least one officer or director of the Company, or by or on behalf of a registrar, branch registrar, transfer agent, or branch transfer agent of the Company and any additional signatures may be printed or otherwise mechanically reproduced and a bond, debenture or other debt obligation signed in either of those fashions shall be as valid as if signed manually, notwithstanding that any person whose signature is so printed or mechanically reproduced on such bond, debenture or other debt obligation has ceased to hold the office that he is stated on such bond, debenture or other debt obligation to hold at the date of the issue thereof.

PART 9 -  GENERAL MEETINGS

9.1

Subject to Article 9.2 and to the Companies Act the first annual general meeting shall be held within 15 months from the date of incorporation and thereafter an annual general meeting shall be held once in every calendar year at such time, not being more than 13 months after the holding of the last preceding annual general meeting, and place as the directors shall appoint. In default of the meeting being so held, the meeting shall be held in the month next following and may be called by any two members in the same manner as nearly as possible as that in which meetings are to be called by the directors.

9.2

If the Company is not a reporting company and if all members entitled to attend and vote at the annual general meeting of the Company consent in writing each year to the business required to be transacted at the annual general meeting, that business shall be as valid as if transacted at an annual general meeting duly convened and held and, it is not necessary for the Company to hold an annual general meeting that year.

9.3

Every general meeting, other than an annual general meeting, shall be called an extraordinary general meeting.

9.4

The directors may whenever they think fit, and they shall, promptly on the receipt of a requisition of a member or members of the Company representing not less than one-twentieth of such of the issued shares in the capital of the Company as at the date of the requisition carry the right of voting in all circumstances at general meetings, call a general meeting of the Company.

9.5

Any such requisition, and the meeting to be called pursuant thereto, shall comply with the provisions of the Companies Act.

9.6

Not less than 21 days' notice of any general meeting specifying the time and place of meeting, and in case of special business, the general nature of that business shall be given in the manner mentioned in Part 21, or in such other manner, if any, as may be prescribed by ordinary resolution whether previous notice thereof has been given or not, to any person as may by law or under these Articles or other regulations of the Company entitled to receive such notice from the Company, but the accidental omission to give notice of any meeting to, or the non-receipt of any such notice by, any of such persons shall not invalidate any proceedings at that meeting.

9.7

Persons entitled to notice of a general meeting may waive or reduce the period of notice convening the meeting, by unanimous consent in writing, and may give such waiver before, during or after the meeting.

9.8

Where any special business includes the presenting, considering, approving, ratifying or authorizing of the execution of any document, then the portion of any notice relating to such document shall be sufficient if the same states that a copy of the document or proposed document is or will be available for inspection by members at a place in the Province of British Columbia specified in such notice during business hours in any specified working day or days prior to the date of the meeting.

PART 10 - PROCEEDINGS AT GENERAL MEETINGS

10.1

The following business at a general meeting shall be deemed to be special business:

(a)

all business at an extraordinary general meeting, and

(b)

all business that is transacted at an annual general meeting, with the exception of the consideration of the financial statement and the report of the directors and auditors, the election of directors, the appointment of the auditors and such other business as, under these Articles, ought to be transacted at an annual general meeting, or any business which is brought under consideration by the report of the directors.

10.2

Save as otherwise herein provided a quorum for a general meeting shall be: two members or proxy holders representing two members, or one member and a proxy holder representing another member, personally present at the commencement of the meeting and holding or representing by proxy not less than one-tenth of the issued shares of a class of shares the holders of which are entitled to attend and to vote at such meeting; unless the Company has only one member, in which case the quorum shall be one member.

10.3

No business, other than the election of a chairman and the adjournment of the meeting shall be transacted at any general meeting unless the quorum requisite was present at the commencement of the meeting.

10.4

If within 1/2 hour from the tine appointed for a meeting a quorum is not present, the meeting it convened by the requisition of the members, shall be dissolved; but in any other case it shall stand adjourned to the same day in the next week at the same time and place.  If at such adjourned meeting a quorum is not present within 1/2 hour from the time appointed, the members present shall be a quorum.

10.5

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

10.6

If at any meeting neither the Chairman of the Board, if any, nor the President is present within fifteen minutes after the time appointed for holding the meeting or is willing to act as chairman, the directors present shall choose some one of their number to be chairman. If no director be present or if all the directors present decline to take the chair or shall fail to so choose, the members present shall choose one of their number to be chairman.

10.7

The chairman of the meeting may, with the consent of any meeting at which a quorum is present and shall if so directed by the meeting, adjourn the meeting from tine to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of a general meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

10.8

Subject to the provisions of the Companies Act every question submitted to a general meeting shall be decided on a show of hands unless a poll is, before or on the declaration of the result of the show of hands, directed by the chairman or demanded by a member entitled to vote who is present in person or by proxy, and the chairman shall declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, and such decision shall be entered in the book of proceedings of the Company. A declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority, or lost or not carried by a particular majority, and an entry to that effect in the book containing the minutes or the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

10.9

No resolution proposed at a meeting need be seconded and the chairman of any meeting shall be entitled to move or second a resolution.

10.10

In case of an equality of votes upon a resolution, the chairman shall , either on a show of hands or on a poll, have a casting or second vote in addition to the vote or votes to which he may be entitled as a member.

10.11

Subject to the provisions of Article 10.12 if a poll is duly demanded as aforesaid, it shall be taken in such manner and at such time within seven days from the date of the meeting and place as the chairman of the meeting directs, and either at once or after an interval or adjournment not exceeding seven days, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded.  A demand for a poll may be withdrawn.  In the case of any dispute as to the admission or rejection of a vote, the chairman shall determine the same and such dctermination made in good faith shall be final and conclusive.

10.12

A member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.

10.13

No poll may be demanded on the election of a chairman of a meeting and a poll demanded on a question of adjournment shall be taken at the meeting without adjournment.

10.14

The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

10.15

Every ballot cast upon a poll and every proxy appointing a proxy holder who cast a ballot upon a poll shall be retained by the secretary for the period and be subject to the inspection as the Companies Act may provide.

PART 11 - VOTES OF MEMBERS

11.1

Subject to any special rights or restrictions for the time being attached to any shares, on a show of hands every member present in person shall have one vote, and on a poll every member, present in person or by proxy, shall have one vote for each share of which he is the holder.

11.2

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

11.3

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

11.4

A corporation, not being a subsidiary, that is a member may vote by its proxy holder or by its duly authorized representative, who is entitled to speak and vote, and in all other respects exercise the rights of a member and any authorized representative shall be deemed to be a member for all purposes in connection with any meeting or any class meeting of the Company.

11.5

A member for whom a committee has been duly appointed may vote, whether on a show of hands or on a poll, by his committee and his committee may appoint a proxy holder.

11.6

A member holding more than one share in respect of which who is entitled to vote shall be entitled to appoint one or more proxy holders to attend, act and vote for him on the same occasion. If such a member should appoint more than one proxy holder for the same occasion he shall specify the numbers or shares each proxy holder shall be entitled to vote.

11.7

A proxy or an instrument appointing a duly authorized representative of a corporation shall be in writing, under the hand of the appointor or of his attorney duly authorized in writing, or, if such appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorized.

11.8

Any person, having attained the age of eighteen years, may act as a proxy holder whether or not he is entitled on his own behalf to be present and to vote at the meeting at which he acts as proxy holder. The proxy may authorize the person so appointed to act as proxy holder for the appointor for the period, at such meeting or meetings and to the extent permitted by the Companies Act.

11.9

A proxy and the power of attorney or other authority, if any, under which it is signed or a notorially certified copy thereof shall be deposited at the registered office of the Company or at such other place as is specified for that purpose in the notice calling the meeting, not less than 48 hours before the time for holding the meeting at which the person named in the proxy proposes to vote, or shall be deposited with the chairman of the meeting prior to the commencement thereof. In addition to any other method of depositing proxies provided for in these Articles, the directors may from time to time make regulations permitting the lodging of proxies appointing proxy holders at some place or places other than the place at which a meeting or adjourned meeting of members is to be held and for particulars of such proxies to be cabled or telegraphed or sent in writing before the meeting or adjou rned meeting to the Company or any agent of the Company for the purpose of receiving such particulars and providing that proxies appointing a proxy holder so lodged may be voted upon as though the proxies themselves were produced to the chairman of the meeting or adjourned meeting as required by this Part and votes given in accordance with such regulations shall be valid and shall be counted.

11.10

A vote given in accordance with the terms of a proxy shall be valid notwithstanding the previous death or insanity of the member or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given, provided no prior notice in writing of the death, insanity, revocation or transfer as aforesaid shall have been received at the registered office of the Company or by the chairman of the meeting or adjourned meeting at which the vote was given.

11.11

Unless, in the circumstances, the Companies Act requires any other form of proxy, a proxy appointing a proxy holder, whether for a specified meeting or otherwise, shall be in the form following, or in any other form that the

directors shall approve:

(Name of Company)

The undersigned hereby appoints ________

__________________ (or failing him

__________________ of __________________

as proxy holder for the undersigned to attend at and vote for and on behalf of the undersigned at the general meeting of the Company to be held on the

day of _________ 19

and at any adjournment of that meeting.

Signed this

day of 19

(Signature of Member)

PART 12 - DIRECTORS

12.1

The management of the business of the Company shall be vested in the directors and the directors may exercise all such powers and do all such acts and things as the Company is, by its Memorandum, these Articles, or otherwise, authorized to exercise and do, and which are not by these Articles or by statute or otherwise lawfully directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of all laws affecting the Company and of these Articles and to any regulations not being inconsistent with these Articles which shall from time to time be made by the Company in general meeting; but no regulation made by the Company in general meeting shall invalidate any prior act of the directors that would have been valid if that regulation had not been made.

12.2

The subscribers to the memorandum are the first directors. The directors to succeed the first directors and the number of directors may be determined in writing by a majority of the subscribers to the Memorandum. The number of directors may be changed from time to time by ordinary resolution, whether previous notice thereof has been given or not, but shall never be less than one while the Company is not a reporting company and three while the Company is a reporting company.

12.3

A director shall not be required to have any share qualification but any person not being a member of the Company who becomes a director shall be deemed to have agreed to be bound by the provisions of these Articles to the same extent as if he were a member of the Company.

12.4

The remuneration of the directors as such may from time to time be determined by the members, unless by ordinary resolution the directors are authorized to determine their remuneration, such remuneration to be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director. The directors shall be repaid such reasonable expenses as they may incur in and about the business of the Company and if any director shall perform any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director or shall otherwise be specifically occupied in or about the Company’s business, he may be paid a remuneration to be fixed by the Board, or, at the option of such director, by the Company in general meeting, and such remuneration may be either in addition to, or in substitution for, an’; other remuneration that he may be entitled to receive, and the same shall be charged as part of the ordinary working expenses. Unless otherwise determined by ordinary resolution the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement

to any director who has held any salaried office or place of profit with the Company or to his spouse or dependants and! may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

12.5

The directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions, not exceeding those vested in or exercisable by the directors under these Articles, and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the directors may think fit and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

12.6

A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract or transaction with the Company shall declare the nature and extent of his interest at a meeting of the directors in accordance with the provisions of the Companies Act. A director shall not vote in respect of any such contract or transaction with the Company in which he is interested and if he shall do so his vote shall not be counted, but he may be counted in the quorum present at the meeting at which such vote is taken. Subject to the Companies Act, the foregoing shall not apply to

(a)

any contract or transaction relating to a loan to the Company, which a director or a specified corporation or a specified firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or any part of the loan, or

(b)

any contract or transaction made or to be made with, or for the benefit of a holding corporation or a subsidiary corporation of which a director is a director, or

(c)

any contract by a director to subscribe for shares, debentures or debt obligations to be issued by the Company or a subsidiary of the Company, or any contract, arrangement or transaction in which a director is, directly or indirectly, interested if all the other directors are also, directly or indirectly interested in the contract, arrangements or transaction, or

(d)

if authorized by ordinary resolution pursuant to Article 12.4, the remuneration of the directors.

Subject to the Companies Act the foregoing prohibitions and exceptions thereto may from time to time be suspended or amended to any extent by ordinary resolution, either generally or in respect of any particular contract, arrangement or transaction or for any particular period.

12.7

A director may hold any office or place of profit under the Company, other than auditor, in conjunction with his office of director for such period and on such terms, as to remuneration or otherwise, as the directors may determine. Subject to compliance with the Companies Act, no director or intended director shall be disqualified by his office from contracting with the Company either with regard to his tenure or any such office or place of profit or as vendor, purchaser or otherwise, and, subject to compliance with the Companies Act, no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested shall be liable to be avoided.

12.8

Any director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a director.

12.9

Any director may, from time to time, appoint any person who is approved by resolution of the directors to be his alternate director. The appointee, while he holds office as an alternate director, shall be entitled to notice of meetings of the directors and, in the absence of the director for whom he is an alternate, to attend and vote and be counted for a quorum thereat as a director. If an alternate director is a director, he shall be entitled to a vote as an alternate director in addition to his vote as a director. An alternate director, ipso facto, vacates office as an alternate director if and when the appointing director vacates office as a director or revokes the appointment of his alternate director, and any such appointment, removal or revocation shall be made in writing or by telegram or by cable to be delivered or addressed, postage and other charges prepaid to the registered offi ce of the Company.

PART 13 - TERMINATION OF DIRECTORSHIP OF DIRECTORS

13.1

The directorship of a director shall, be immediately terminated:

(a)

if he is found to be incapable of managing his own affairs by reason of mental infirmity;

(b)

if he becomes bankrupt;

(c)

if by notice in writing to the Company at its registered office he resigns;

(d)

if he is removed pursuant to Article 14.2;

(e)

if he is convicted within or without the Province of an offence

(i) in connection with the promotion, formation or management of a corporation; or

(ii) involving fraud; or

(f)

if he ceases to be qualified to act as a director under the Companies Act.

PART 14 - RETIREMENT AND ELECTION OF DIRECTORS

14.1

At each annual general meeting of the Company all the directors shall retire and the Company shall elect a Board of Directors consisting of the number of directors for the time being fixed pursuant to these Articles. If in any calendar year the Company does not hold an annual general meeting, the directors appointed at the last annual general meeting of the Company shall be deemed to have been elected or appointed as directors on the last day on which the meeting could have been held pursuant to the Companies Act and the directors so appointed or elected may hold office until other directors are appointed or elected or until the day on which the next annual general meeting is held.

14.2

The Company may by special resolution remove any director and, by ordinary resolution, appoint another person in his stead. Any director so appointed shall hold office only unti1 the next following annual general meeting of the Company, but shall be eligible for re-election at such meeting.

14.3

The directors shall have power at any time and from time to time to appoint any person as a director, to fill a casual vacancy on the Board or a vacancy resulting from an increase of the number of directors necessitated by the Companies Act upon the Company becoming a reporting company. Any director so appointed shall hold office only until the next following annual general meeting of the Company, but shall be eligible for re-election at such meeting.

PART 15 - PROCEEDINGS OF DIRECTORS

15.1

The directors may meet together at such places as they think fit for the for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.  The directors may from time to time fix the quorum necessary for the transaction of business and unless so fixed such quorum shall be a majority of the Boards.  The Chairman of the Board, if any or in his absence the President of the Company, shall be chairman of all meetings of the Board, but if at any meeting neither the Chairman of the Board, if any, nor the President shall be present within 30 minutes after the time appointed for the holding the same or if both the Chairman of the Board and the President, being present decline to act, the directors present may choose some one of their number to be chairman at such meeting.  A director interested is to be counted in a quorum notwithstanding his interest.

15.2

A director may at any time, and the Secretary, upon the written request of a director, shall call a meeting of the directors.  Notice thereof specifying the time and place of such meeting shall be mailed, postage prepaid, addressed to each of the directors at his registered address at least 48 hours before the time fixed for the meeting or such lesser period as may be reasonable under the circumstances, or such notice may be given to each director either personally or by leaving it at his usual business or residential address or by telephone, telegram, telex or other method of transmitting visually recorded messages, at least 48 hours before such time or such lesser period as may be reasonable under the circumstances.  It shall not be necessary to give to any director notice of meeting of directors immediately following a general meeting at which such director has been elected or not ice of a meeting of directors at which such director shall have been appointed.  Accidental omission to give notice of a meeting of directors to, or the non-receipt of notice by, any director, shall not invalidate the proceedings at that meeting.

15.3

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

15.4

The continuing directors may act notwithstanding any vacancy in their body, and any vacancy which occurs may be filled for the unexpired term by the continuing directors.

15.5

If and so long as the number of directors is reduced below the number fixed pursuant to these Articles as the necessary quorum of directors, the continuing directors or director may act for the purpose of filling any vacancies up to that number, or for the purpose of summoning a general meeting of the Company, but for no other purpose.

15.6

The directors may delegate any but not all of their powers to committees consisting of such of the directors as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed on it by the directors, and shall report every act or thing done in exercise of such powers to the earliest meeting of the direc­tors to be held next after the same shall have been done.

15.7

A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meetings the chairman is not present within 30 minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.

15.8

The members of a committee may meet and adjourn as they think proper. Questions arising at any meeting shall be determined by a majority of votes of the meters present and in case of an equality of votes the chairman shall have a second or casting vote.

15.9

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

15.10

For the first meeting of the Board to be held immediately following the appointment or election of a director or directors at an annual or general meeting of shareholders or for a meeting of the Board, at which a director is appointed to fill a vacancy in the Board, no notice of such meetings shall be necessary to the newly elected or appointed director or directors in order for the meeting to he duly constituted, provided that a quorum of directors is present.

15.11

Any director of the Company who may be absent either temporarily or permanently from the Province of British Columbia may file at the office of the Company a waiver of notice which may be by letter, telegram or cable of any meeting of the directors and may at any time withdraw such waiver, and until such waiver is withdrawn, no notice of meetings of directors shall be sent to such director, and any and all meetings of the directors of the Company, notice of which shall not have been given to such director, shall, provided a quorum of the directors is present, be valid and binding upon the Company.

15.12

Questions arising at any meeting of the directors shall be decided by a majority of votes. In case an equality of votes the Chairman shall have a second or casting vote.

15.13

A resolution in writing, signed by each director or his alternate shall be as valid and effectual as if it had been passed at a meeting of directors duly called and held. Such resolution may be in one or more counterparts each signed by one or more directors or alternate directors which together shall be deemed to constitute one resolution in writing.

PART 16 - OFFICERS

16.1

The Board of Directors shall from time to time appoint a President, a Secretary and such other officers of the Company as it may determine, none of whom, save the Chairman of the Board, if any, and the President, need be directors. Unless the Company has only one member, the President and the Secretary shall be different persons.

16.2

All appointments of officers shall be made upon such terms and conditions and at such remuneration, whether by way of salary, fee, commission, participation in profits, or otherwise, as the directors may determine, and every such appointment shall be subject to termination at the pleasure of the directors unless otherwise fixed by contract.

16.3

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

PART 17 - MINUTES, DOCUMENTS AND RECORDS

17.1

The directors shall cause minutes to be duly entered in books provided for the purposes:

(a)

of all appointments of officers;

(b)

of the names of the directors or their alternates present at each meeting of directors and of any committee of directors;

(c)

of all orders made by the directors or committees of directors;

(d)

of all resolutions and proceedings of general meetings of the Company and of all meetings of the directors and of committees of directors.

17.2

The directors shall cause the Company to keep at its records office or at such other place as the Companies Act may permit, the documents, copy documents, registers, minutes, and records which the Company is required by the Companies Act to keep at its records office or other such place.

PART 18 - EXECUTION OF DOCUMENTS

18.1

The directors may provide a common seal for the Company and for its use and the directors shall have power from time to time to destroy the same and substitute a new seal in place thereof.

18.2

Subject to the provisions of the Companies Act, the directors may provide for use in any other Province, Territory, State, or Country an official seal, which shall have on its face the name of the Province, Territory, States or Country where it is to be used.

18.3

The directors shall provide for the safe custody of the common seal of the Company, if any, which shall not be affixed to any instrument except in the presence of any two directors of the Company by the authority of a resolution of the directors and by such person or persons as may be authorized and by such resolution; and such person or persons shall sign every instrument to which the seal of the Company is affixed in his or their presence; provided that a resolution of the directors directing the general use of the seal, if any, may at any time be passed by the directors and shall apply to the use of the seal until countermanded by another resolution of the directors.

18.4

Subject to Articles 2.4 and 8.5 the signature of any officer of the Company may, if authorized by the directors, be printed, lithographed, engraved or otherwise mechanically reproduced upon all instruments executed or issued by the Company or any officer thereof; and any instrument on which the signature of any such person is so reproduced, shall be deemed to have been manually signed by such person whose signature is so reproduced and shall be as valid to all intents and purposes as if such instrument had been signed manually, and notwithstanding that the person whose signature is so reproduced may have ceased to hold office at the date of the delivery or issue of such instrument. The term “instrument” as used in this Article shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, agreements, releases, receipts and discharges for the payment of money or. other obligations, certificates of the Company’s shares, share warrants of the Company, bonds, debentures and other debt obligations of the Company, and all paper writings.

PART 19 - DIVIDENDS

19.1

The directors may declare dividends and fix the date of record therefor and the date for payment thereof.  No notice need be given of the declaration of any dividend.

19.2

Subject to the terms of shares with special rights or restrictions, all dividends shall be declared accord­ing to the number of shares held.

19.3

No dividend shall bear interest against the Company.

19.4

The directors may direct payment of any dividend wholly or partly by the distribution of specific assets or of paid-up shares, bonds, debentures or other debt obligations of the Company, or in any one or more of those ways, and, where any difficulty arises in regard to the distribution, the directors may settle the same as they think expedient, and in particular may fix the value for distribution of specific assets, and may determine that cash payments shall be made to a member upon the basis of the value so fixed in place of fractional shares, bonds, debentures or other debt obligations in order to adjust the rights of all parties, and may vest any of those specific assets in trustees upon such trusts for the persons entitled as may seem expedient to the directors.

19.5

Notwithstanding anything contained in these Articles the directors may from time to time capitalize any undistributed surplus on hand of the Company and may from time to time issue as fully paid and non-assessable any unissued shares or any bonds, debentures or other debt obligations of the Company as a dividend representing such undistributed surplus on hand or any part thereof.

19.6

Any dividend, interest or other moneys payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder, or, in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register or to such person and to such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.  Any one of two or more joint holders may give effectual receipts for any dividends, bonuses or other moneys payable in respect of the shares held by them as joint holders.

19.7

A transfer of a share shall not pass the right to any dividend declared thereon before the registration of the transfer in the register.

19.8

Notwithstanding any other provisions of these Articles should any dividend result in any shareholders being entitled to a fractional part of a share of the Company, the directors shall have the right to pay such shareholders in place of that fractional share, the cash equivalent thereof calculated on the par value thereof or, in the case of shares without par value, calculated on the price or consideration for which such shares were or were deemed to be issued, and shall have the further right and complete discretion to carry out such distribution and to adjust the rights of the share holders with respect thereto on as practical and equitable a basis as possible including the right to arrange through a fiscal agent or otherwise for the sale, consolidation or other disposition of those fractional shares on behalf of those shareholders at the Company.

19.9

The directors may, before declaring any dividend, set aside out of the profits of the Company such sums as they think proper as appropriations from income, which shall at the discretion of the directors, be applicable for meeting contingencies, or for equalizing dividends, or for any other purpose to which the profits of the Company may be properly applied, and pending such application may, either be employed in the business of the Company or be invested in such investments as the directors in their discretion may from time to time determine.

PART 20 - ACCOUNTS

20.1

The directors shall cause records and books of accounts to be kept as necessary to properly record the financial affairs and conditions of the Company and to comply with the provisions of statutes applicable to the Company.

20.2

The directors shall determine the place at which the accounting records of the Company shall be kept and those records shall be open to the inspection of any director during the normal business hours of the Company.

20.3

Unless otherwise determined by ordinary resolution no member who is not a director shall have the right to inspect the accounting records of the Company.

PART 21 — NOTICES

21.1

A notice may be given to any member or director, either personally or by sending it by post to him in a prepaid letter, envelope or wrapper addressed to the member or director at his registered address.

21.2

A notice may be given by the Company to joint members in respect of a share registered in their names by giving the notice to the joint member first named in the register of members in respect of that share.

21.3

A notice may be given by the Company to the persons entitled to a share in consequence of the death or bankruptcy of a member by sending ft through the post in a prepaid letter, envelope or wrapper addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the persons claiming to been entitled, or until that address has been so supplied, by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

21.4

Any notice or document sent by post to or left at the registered address of any member shall, notwithstanding that member is then deceased and whether or not the Company has notice of his death, be deemed to have been duly served in respect of any registered shares, whether held solely or jointly with other persons by that deceased member, until some other person is registered in his place as the member or joint member in respect of those shares, and that service shall for all purposes of these Articles be deemed a sufficient service of such notice or document on his personal representatives and all persons, if any, jointly interested with him in those shares.

21.5

Any notice sent by post shall be deemed to have been served on the next business day following that on which the letter, envelope or wrapper containing that notice is posted, and in proving service thereof it shall be sufficient to prove that the letter, envelope or wrapper containing the notice was properly addressed and put in a Canadian Government post office, postage prepaid.

21.6

If a number of days’ notice or a notice extending over any other period is required to be given, the day of service shall not, unless it is otherwise provided in these Articles, be counted in the number of days or other period required.

21.7

Notice of every general meeting shall be given in the manner authorized by these Articles, to:

(a)

every member holding a share or shares carrying the right to vote at such meetings on the record date or, if no record date was established by the directors, on the date of the mailing;

(b)

the personal representative of a deceased member holding a share or shares carrying the right to vote as described in Article 21.7 (a); and

(c)

the trustee in bankruptcy of a bankrupt member holding a share or shares carrying the right to vote as described in Article 21.7 Ca).

PART 22 - INDEMNIFICATION AND PROTECTION OF DIRECTORS, OFFICERS, EMPLOYEES AND CERTAIN AGENTS

22.1

The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether or not brought by the Company or by a corporation or other legal entity or enterprise as hereinafter mentioned and whether civil, criminal or administrative, by reason of the fact that he is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, a partnership, joint venture, trust or other enterprise, against all costs, charges and expenses, including legal fees and any amount paid to settle the action or proceeding or satisfy a judgment, if he acted honestly and in good faith with a view to the best interests of the corporation or other legal entity or enterprise as aforesaid of which he is or was a direc tor, officer, employee or agent, as the case may be, and exorcised the care, diligence and skill of a reasonably prudent person, and with respect to any criminal or administrative, action or proceeding, he had reasonable grounds for believing that his conduct was lawful; provided that the Company shall not be bound to indemnify any such person, other than a director, officer or an employee of the Company (who shall be deemed to have notice of this Article and to have contracted with the Company in the terms hereof solely by virtue of his acceptance of such office or employment) if in acting as agent for the Company or as a director, officer, employee or agent of another corporation or other legal entity or enterprise as aforesaid, he does so by written request of the Company containing an express reference to this Article; and provided further that no indemnification of a director or former director of the Company, or director or former director of a corporation in which the Company is or was a shareholder, shall be made except to the extent approved by the Court pursuant to the Companies Act or any other statute. The determination of any action, suit or proceeding by judg­ment, order, settlement, conviction or otherwise shall not, of itself, create a presumption that the person did not act honestly and in good faith and in the best interests of the Company and did not exercise the care, diligence and skill of a reasonably prudent person and, with respect to any criminal action or proceeding, did not have reasonable grounds to believe that his conduct was lawful.

22.2

The Company shall indemnify any person other than a director in respect of any loss, damage, costs or expenses whatsoever incurred by him while acting as an officer, employee or agent for the Company unless such loss, damage, costs or expenses shall arise out of failure to comply with instructions, willful act or default or fraud by such person in any of which events the Company shall only indemnify such person if the directors, in their absolute discretion, so decide or the Company by ordinary resolution shall so direct.

22.3

The indemnification provided by this Part shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any other Part, or any valid and lawful agreement, vote of members or dis­interested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall enure to the benefit of the heirs, executors and administrators of such person. The indemnification provided by this Article shall not be exclusive of any powers, rights, agreements or undertakings which may be legally permissible or authorized by or under any applicable law. Notwithstanding any other provisions set forth in this Part, the indemnification authorized by this Part shall be applicable only to the extent that any such indemnification shall not duplicate indemnity or reimbursement which that person has received or shall receive otherwise than under this Part.

22.4

The directors are authorized from time to time to cause the Company to give indemnities to any director, officer, employee, agent or other person who has undertaken or is about to undertake any liability on behalf of the Company or any corporation controlled by it.

22.5

Subject to the Companies Act, no director or officer or employee for the time being of the Company 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 act for conformity, or for any loss, damage or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Board for the Company, or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Company shall be invested or for any loss or damages arising from the bankruptcy, insolvency, or tortious act of any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any loss occasioned by any error of judgment or oversight on his part or for any other loss, damage or misfortune whatever w hich may happen in the execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his own willful act or default, negligence, breach of trust or breach of duty.

22.6

Directors may rely upon the accuracy of any statement of fact represented by an officer of the Company to be correct or upon statements in a written report of the auditor of the Company and shall not be responsible for or held liable for any loss or damage resulting from the paying of any dividends or otherwise acting in good faith upon any such statement.

22.7

The directors may cause the Company to purchase and maintain insurance for the benefit of any person who is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, a partnership, joint venture, trust or other enterprise against any liability incurred by him as a director, officer, employee or agent.

FULL NAME(S), RESIDENT ADDRESS (ES) AND

OCCUPATION(S) OF SUBSCRIBERS

/s/ Kenneth Alan Gracey

________________________________________

Kenneth Alan Gracey

7591 Broadmoor Boulevard

Richmond B.C.

Barrister & Solicitor

DATED at Vancouver, B.C., this 21st day of March, 1979.

WITNESS TO THE above signatures:

/s/ Theresa Loh

______________________________

Theresa Loh

1504 - 1330 Harwood Street,

Vancouver, B.C.

Legal Secretary