SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No.)

Filed by the Registrant [_]

Filed by a party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

GENESIS MICROCHIP INCORPORATED
(Name of registrant as specified in its charter)

Not applicable
(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement no.:

3) Filing Party:

4) Date Filed:

GENESIS MICROCHIP INCORPORATED

NOTICE OF ANNUAL AND SPECIAL GENERAL MEETING OF SHAREHOLDERS
AND OF CONFIRMATORY MEETING OF SHAREHOLDERS

To our shareholders:

We are holding an annual and special general meeting of our shareholders on
September 28, 1999 at 9:00 AM. It will be held at our offices, located at 165
Commerce Valley Drive West, Thornhill, Ontario, L3T 7V8. The purpose of the
general meeting is for you to:

1. consider an ordinary resolution confirming that no directors are to
be elected to replace two directors whose terms of office will expire at
the general meeting and, if thought fit, to pass this resolution with or
without amendment. A copy of that resolution is annexed as Appendix "A" to
the accompanying information circular;

2. appoint auditors for fiscal 2000;

3. receive our financial statements for the ten-month fiscal period
ended March 31, 1999 together with the report of our auditors on those
financial statements;

4. consider a special resolution giving us the ability to acquire our
own shares and, if thought fit, to pass this resolution with or without
amendment. A copy of that resolution is annexed as Appendix "B" to the
accompanying information circular;

5. consider a special resolution giving us the ability to exercise
specific powers under section 26(4) of the Companies Act (Nova Scotia) and,
if thought fit, to pass this resolution with or without amendment. A copy
of that resolution is annexed as Appendix "C" to the accompanying
information circular;

6. consider a special resolution approving amendments to our articles of
association and, if thought fit, to pass this resolution with or without
amendment. A copy of that resolution is annexed as Appendix "D" to the
accompanying information circular;

7. transact any other business that may properly come before the general
meeting.

If necessary, we will also hold a confirmatory meeting of our shareholders
on October 19, 1999 at 9:00 AM. It too will be held at our offices at 165
Commerce Valley Drive West, Thornhill, Ontario L3T 7V8. The purpose of the
confirmatory meeting is to allow you to confirm the special resolutions to be
passed at the general meeting. These are described under the heading "Special
Resolutions" in the accompanying information circular. The Companies Act (Nova
Scotia) requires that special resolutions that are not unanimously passed by
all shareholders at a general meeting must be confirmed at a confirmatory
meeting in order to be effective.

You are invited to attend the general meeting and the confirmatory meeting.
Only shareholders of record on August 25, 1999 are entitled to vote at the
meetings. As of that date, there were 18,806,831 common shares issued and
outstanding. This number excludes any shares that are held by our wholly owned
subsidiaries, which will not be voted.

If you have transferred any common shares after that date and the
transferee of those common shares establishes proper ownership, the transferee
may request that their name be included in the list of shareholders for the
meetings. Provided that the request is made not later than ten days before the
meetings, the transferee is entitled to vote their common shares at the
meetings.

If you are unable to be present, please sign and return the accompanying
proxy form in the envelope provided.

On behalf of the Board,

/s/ Eric Erdman,
-------------------------
Secretary
September 1, 1999

GENESIS MICROCHIP INCORPORATED

165 Commerce Valley Drive West
Thornhill, Ontario
L3T 7V8

INFORMATION CIRCULAR

SOLICITATION OF PROXIES

Our Board of Directors is providing this information circular to you in
connection with the solicitation of proxies for use at our annual and special
general meeting of shareholders and at our confirmatory meeting of
shareholders. The times and place of these meetings is shown in the attached
notice of the meeting. It is expected that the solicitation will be primarily
by mail, but our officers or directors may also personally solicit proxies. The
cost of any solicitation will be borne by us.

APPOINTMENT, REVOCATION AND DEPOSIT OF PROXIES

The persons named in the proxy form are our officers.

You have the right to appoint someone to attend and act for you at the
meetings other than the persons designated in the enclosed proxy form. The
person you designate does not need to be a shareholder. You may exercise this
right by striking out the names of the persons designated in the enclosed proxy
form and inserting the name of your appointee in the blank space provided, or
by completing another proper form of proxy. In either case, you must deliver
your completed and executed proxy form to us before the meetings.

You may indicate the manner in which your appointee is to vote on any
specific item by checking the appropriate space on the proxy form. The shares
represented by your proxy will be voted in accordance with any directions that
you give in your proxy. If you want to confer a discretionary authority to your
appointee on any item of business, you may leave the space opposite the item
blank.

You are entitled to one vote per share on any proposal presented at the
meetings, and you may vote in person or by proxy. Submission of a proxy will
not affect your right to attend the meeting and vote in person. You may revoke
your proxy at any time before it is exercised by giving either a written
revocation or a later-dated proxy to our Secretary or by attending the meeting
and voting in person.

MANNER OF VOTING AND EXERCISE OF DISCRETION BY PROXIES

The persons named in the attached proxy form will vote or withhold from
voting according to your instructions. They will vote in favor of any proposal
for which you have not given instructions.

We know of no other proposals to be presented at the meeting. If any other
proposal is presented, the shares represented by the proxies we receive will be
voted according to the best judgment of the persons named in the proxies.

We encourage you to attend the meetings. Whether or not you plan to attend,
you are urged to complete, date, sign and return the enclosed proxy in the
accompanying envelope. Your prompt response will greatly facilitate
arrangements for our meetings and your cooperation is appreciated. If you
attend the meeting you may vote your shares personally even if you have
previously sent in your proxy.

SHAREHOLDER PROPOSALS

You may present proposals for inclusion in our proxy statement for
consideration at the 2000 annual meeting of shareholders by submitting them to
us in a timely manner. In order to be included for the 2000 annual meeting of
shareholders, your proposals must be received by us no later than May 27, 2000,
and must comply with the requirements of Rule 14a-8 of the Securities Exchange
Act of 1934.

The individuals we name in our proxy for the 2000 annual shareholders'
meeting will be entitled to exercise discretionary voting authority on your
proposal if it is not included in our proxy statement, unless we receive notice
of your proposal by July 31, 2000. Even if we receive proper notice from you by
that date, the individuals we name in our proxy may still exercise
discretionary authority on your proposal. They can do this provided we tell our
shareholders of your proposal and how the individuals we name in our proxy
intend to vote on it, unless you solicit proxies on your proposal to the extent
required by Rule 14a-4(c)(2) under the Securities Exchange Act of 1934.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our officers,
directors and any person who owns more than ten percent of our common shares to
file reports of ownership on Forms 3, 4 and 5 with the Securities and Exchange
Commission and with us. These people were not subject to these requirements
before March 17, 1999. Based on our review of copies of forms and written
representations, we believe that all of our officers, directors and greater
than ten percent shareholders complied with all filing requirements applicable
to them for the fiscal period ended March 31, 1999.

DIRECTORS AND EXECUTIVE OFFICERS

The following table lists the names and positions held by each of our
directors and executive officers as of July 31,1999:

Name Age Position
---- --- --------

Paul M. Russo........... 56 Chairman of the Board and Chief Executive Officer
Wendy Benveniste........ 47 Vice President, Operations
Peter Dakin............. 58 Vice President, Manufacturing Operations
Jeffrey Diamond......... 46 Executive Vice President and Chief Operating Officer
Eric Erdman............. 41 Chief Financial Officer and Secretary
Hamid Farzaneh.......... 50 Senior Vice President, Sales and Marketing
Brian S. Campbell....... 37 Director
James E. Donegan........ 53 Director
George A. Duguay........ 46 Director
Lawrence G. Finch....... 65 Director
Alexander S. Lushtak.... 60 Director
William H. Welling...... 66 Director

Paul M. Russo is a co-founder and has served as Chief Executive Officer and
as a Director since inception in January 1987. Mr. Russo has served as Chairman
of the Board since November 1995, and served as President from inception to
November 1995. Mr. Russo served as General Manager of General Electric
Corporation's Microelectronics Center from October 1983 to December 1985 and as
Senior Manager in their Industrial Electronics Group from 1980 to September
1983. Mr. Russo was Manager of RCA's Microsystems Research Group from 1976 to
1980 and was a member of the technical staff at RCA's David Sarnoff Research
Center from 1970 to 1976. Mr. Russo holds a B.Eng. degree in Engineering
Physics from McGill University and M.S. and Ph.D. degrees in Electrical
Engineering and Computer Science from the University of California at Berkeley.
Mr. Russo also serves on the boards of directors of two private companies.

Wendy Benveniste has served as Vice President of Operations since May 1999.
She served as Vice President of Paradise Electronics from 1998 to May 1999.
From 1994 to 1998, she was the Vice President of Business Operations of the
Graphics Business Unit at Cirrus Logic.

Jeffrey Diamond has served as Executive Vice President and Chief Operating
Officer since May 1999. He served as President and Chief Executive Officer of
Paradise Electronics from 1998 until May 1999. From 1996 to 1998, he was a
director of and advisor to Paradise and its predecessor. From 1992 to 1996, he
was Vice President of Business Development for the Graphics Business Unit at
Cirrus Logic.

Peter Dakin is a co-founder and has served as Vice President, Manufacturing
Operations since May 1994. Mr. Dakin served as the Director of Procurement and
Sourcing for the Semiconductor Division of Mitel Corporation, a
telecommunications company, from May 1991 to May 1994. Mr. Dakin holds a B.S.
degree in Physics from Carleton University.

Eric Erdman has served as Chief Financial Officer since December 1997 and as
Secretary since October 1995. He joined Genesis in July 1995 as Director,
Finance and Administration, served as Vice President, Finance and
Administration from July 1996 to May 1999, and as a Director from October 1995
to September 1996. Mr. Erdman was Controller of Vistar Telecommunications Inc.
from August 1993 to July 1995. Mr. Erdman holds a B. Math. degree from the
University of Waterloo, and is a member of both the Canadian Institute of
Chartered Accountants and of the American Institute of Certified Public
Accountants.

Hamid Farzaneh has served as Senior Vice President, Sales and Marketing
since May 1999. He served as Vice President, Worldwide Sales from January 1997
to May 1999 and from September 1994, when he joined, to June 1995. He also
served as Vice President, Sales and Marketing from June 1995 to January 1997.
Mr. Farzaneh served as Vice President, Sales and Marketing of ASAT Corporation,
an integrated circuit subcontract assembly company, from February 1990 to
September 1994. Mr. Farzaneh holds a B.S. degree in Mechanical Engineering and
an M.S. degree in Industrial Engineering from the Institut National des
Sciences Appliquees in Lyon, France and an M.B.A. degree from Golden Gate
University.

Brian S. Campbell, whose term as a director expires at the annual meeting,
has served as a Director since July 1996. Mr. Campbell has served as a Director
of Yorkton Securities Inc., a Canadian investment bank, since February 1996.
Mr. Campbell served as a Vice President of Midland Walwyn Capital Inc., a
Canadian investment bank, from May 1992 to February 1996. Mr. Campbell also
serves as a member on the board of directors of Linmor Technologies Inc., a
network management software company. Mr. Campbell holds a Bachelor of
Electrical Engineering degree from the University of Waterloo and an M.B.A.
degree from the University of Western Ontario.

James E. Donegan has served as a Director since September 1997. Mr. Donegan
has served as the Chairman of the Board, President and Chief Executive Officer
of Sipex Corporation, a semiconductor company, since 1985. Mr. Donegan holds a
B.A. degree from Villanova University.

George A. Duguay has served as a Director since May 1993. Mr. Duguay has
served as the President and partner of Duguay and Ringler Corporate Services,
which provides bookkeeping and corporate secretarial services, since May 1985.

Lawrence G. Finch has served as a Director since May 1999. He is a former
Director of Paradise Electronics, and has been a venture capitalist and general
partner of the general partner of various Sigma Partners funds since 1987. Mr.
Finch is a director of Splash Technology Holdings and International Network
Services.

Alexander S. Lushtak has served as a Director since May 1999. He is a
founder of Paradise and served as the Chairman of the Board of Directors of
Paradise from 1996 to May 1999. From 1993 to 1996 he was the founder and
Chairman of the Board of Directors of Accent Inc., a voice recognition chip
company.

William H. Welling, whose term as a director expires at the annual meeting,
has served as a Director since November 1993. Mr. Welling has served as
Managing Partner of Venture Growth Associates, an investment firm since 1983.
Mr. Welling serves as Chief Executive Officer and Chairman of the Board of Xiox
Corp., a telecommunications company, and as a director of Western Micro
Technology, Inc., a distributor of computer systems and products. Mr. Welling
holds a B.S. degree in Mechanical Engineering from Marquette University.

OWNERSHIP BY OUR DIRECTORS, OFFICERS AND PRINCIPAL SHAREHOLDERS

The following table contains information about the beneficial ownership of
our common shares as of July 31, 1999, for:

. each of our directors,

. our Chief Executive Officer and each of our four other most highly
compensated executive officers during the fiscal period ended March 31,
1999,

. all of our directors and executive officers as a group, and

. all persons known by us to be beneficial owners of more than five percent
of our outstanding shares.

The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities and Exchange Act of 1934 and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under Rule 13d-3 beneficial ownership includes any shares over which
the individual or entity has voting power or investment power and any shares
that the individual has the right to acquire within 60 days of July 31, 1999
through the exercise of any stock options. Unless indicated, each person or
entity has sole voting and investment power over the shares shown as
beneficially owned, or shares those powers with his or her spouse.

The number of options exercisable within 60 days of July 31, 1999 is shown
in the first column of the table, and is included in the number of common
shares beneficially owned shown in the second column.

The number and percentage of shares beneficially owned is computed on the
basis of 18,693,788 common shares outstanding on July 31, 1999.

Number of
Common
Shares Number of
Issuable Common
Pursuant Shares Percentage of
to Beneficially Outstanding
Beneficial Owner Options Owned Common Shares
---------------- --------- ------------ -------------

Fidelity Management & Research
Company............................. -- 1,363,600 7.3
82 Devonshire Street
Boston, MA 02109
Rocco A. Schiralli(1)................ -- 1,268,313 6.8
121 Harrington Sound Road
Smith's Parish, Bermuda
Knight, Bain, Seath & Holbrook
Capital Management Inc. ............ -- 1,061,600 5.7
1 Toronto Street, Suite 708
Toronto, Ontario M5C 2V6
Resolve Limited...................... -- 1,026,501 5.5
c/o CIBC Trust Company
(Channel Islands) Limited
St. Peter Port, Guernsey
Channel Islands
Directors and Executive Officers (a):
Paul M. Russo........................ 9,604 402,723 2.2

Brian S. Campbell..................... 17,625 17,625 *
James E. Donegan...................... 9,375 9,375 *
George A. Duguay...................... 9,000 9,000 *
Lawrence G. Finch(2).................. 5,000 440,409 2.4
Alexander S. Lushtak.................. 5,000 616,645 3.3
William H. Welling.................... 46,125 86,445 *
Peter Dakin........................... 26,929 58,278 *
Eric Erdman........................... 21,364 34,400 *
Hamid Farzaneh........................ 51,155 57,177 *
All directors and executive officers
as a group (12 persons).............. 235,504 1,971,760 10.4

- --------
* Less than one percent

(a) Excludes Mr. Stephen Solari, whose employment ceased in July 1999.

(1) Includes 1,223,313 common shares held by companies which are wholly owned
by various trusts established for the benefit of Mr. Schiralli and his
family, including 1,026,501 shares held by Resolve Limited. Mr. Schiralli
does not exercise dispository or voting control over the various trusts,
however Mr. Schiralli can appoint a new trustee for these trusts at any
time.

(2) Includes 348,946 common shares held by Sigma Partners III, L.P. of which
Mr. Finch is a general partner of the general partner. Mr. Finch disclaims
beneficial ownership of these shares except to the extent of his
proportional interest therein.

COMMITTEES OF DIRECTORS, LENGTH OF SERVICEAND COMPENSATION OF DIRECTORS

Meetings of our Board of Directors and its committees

Our Board of Directors held 14 meetings during the ten months ended March
31, 1999. During their tenure, each of the directors attended at least 75% of
the aggregate of all meetings held during the fiscal period.

Our Board of Directors has standing compensation and audit committees. At
July 31, 1999, the compensation committee comprised Messrs. Campbell, Duguay
and Lushtak, each of whom is an independent, non-employee director. It reviews
and evaluates the compensation and benefits of our officers, reviews general
policy matters relating to compensation and benefits of our employees and makes
recommendations concerning these matters to the Board of Directors. The
compensation committee also administers our stock option and stock purchase
plans. The compensation committee held seven meetings during the fiscal 1999
period. During their tenure, each of the directors who were members of this
committee attended at least 75% of the aggregate of all meetings held.

At July 31, 1999, the audit committee comprised Messrs. Duguay, Finch and
Welling, all of whom are independent outside directors. It reviews the scope
and timing of audit services and any other services that our independent
auditors are asked to perform, the auditors' report on our consolidated
financial statements following completion of their audit and our policies and
procedures with respect to internal accounting and financial controls. The
audit committee held one meeting during the fiscal 1999 period. During their
tenure, each of the directors who were members of this committee attended the
meeting.

There is no standing nominating committee or committee performing similar
functions.

Terms of directors

Our directors have staggered terms, with each director serving a three-year
term. The terms for Messrs. Campbell and Welling expire on the date of the 1999
annual meeting. The terms of Messrs. Donegan, Finch and Russo expire on the
date of the 2000 annual meeting. The terms of Messrs. Lushtak and Duguay expire
on the date of the 2001 annual meeting.

Our articles of association provide that the number of directors is to be
not less than five or more than eleven. At a meeting held on July 21, 1999, the
Board of Directors resolved to set the number of directors at five, effective
on the date of the 1999 annual meeting.

Compensation of directors

Directors who are not our employees receive $2,000 per quarter as a
retainer, $1,000 for each meeting of the Board of Directors attended in person,
$500 for each teleconference meeting of the Board of Directors attended and
$500 for each committee meeting attended. Directors who are employees receive
no separate compensation for services rendered as a director. All directors are
reimbursed for reasonable expenses to attend meetings. Compensation paid to
non-employee directors as retainers and as attendance fees in the ten months
ended March 31, 1999 was $95,000.

Non-employee directors are also entitled to stock options under the terms of
the 1997 Non-Employee Stock Option Plan.

COMPENSATION AND OTHER INFORMATION CONCERNING OFFICERS

Executive compensation

The following table contains information for the last three fiscal periods
about compensation paid to our Chief Executive Officer and to our four other
most highly compensated executive officers as of March 31, 1999, the end of our
last fiscal period. The data for fiscal 1998 and 1997 covers the years ended
May 31, and the data for fiscal 1999 covers the ten months ended March 31,
1999.

Summary Compensation Table

Annual Securities
Compensation Underlying All Other
Fiscal ----------------- Options Compensation
Name and Principal Position Period Salary Bonus (#) (2)
--------------------------- ------ ------ -------- ---------- ------------

Paul M. Russo................. 1999 $182,996 $208,333 70,000 $60,000
Chief Executive Officer 1998 163,627 90,000 51,000 --
1997 153,108 -- 30,000 --

Stephen Solari(1)............. 1999 131,041 85,667 74,000 --
President and Chief Operating
Officer 1998 130,500 50,000 26,000 --
1997 53,333 -- 50,000 --

Peter Dakin................... 1999 79,050 39,666 22,500 --
Vice President, Manufacturing
Operations 1998 91,933 34,000 22,000 --
1997 89,159 -- 10,000 --

Eric Erdman................... 1999 73,667 79,334 22,500 --
Chief Financial Officer 1998 76,808 29,920 19,000 --
1997 72,019 -- 12,500 --

Hamid Farzaneh................ 1999 135,250 137,500 35,000 --
Vice President, Worldwide
Sales 1998 144,500 55,000 20,000 --
1997 130,167 -- 32,500 --

- --------
(1) Mr. Solari's employment commenced in January 1997 and ceased in July 1999.

(2) Represents relocation costs paid.

Options granted in the ten months ended March 31, 1999

The following table contains information about stock option grants made
during the ten months ended March 31, 1999 to our Chief Executive Officer and
to our four other most highly compensated executive officers as of March 31,
1999. No stock appreciation rights were granted to these individuals during the
fiscal period. All stock options were granted under our 1997 Employee Stock
Option Plan. Those options have a maximum term of ten years, subject to earlier
termination upon cessation of service.

Individual Grants
---------------------------------------------
Potential Realizable
% of Total Value at Assumed
Number of Options Annual Rates of Stock
Securities Granted to Price Appreciation
Underlying Employees in Exercise for Option Term(1)
Options Fiscal Price Expiration ---------------------
Name Granted (#) Period ($/Share) Date 5% ($) 10% ($)
---- ----------- ------------ --------- ---------- ---------- ----------

Paul M. Russo........... 70,000 11.6% $ 8.94 6/25/08 $ 254,763 $ 593,707
Stephen Solari(2)....... 27,000 4.4 8.94 6/25/08 98,266 229,001
47,000 7.8 20.50 12/7/08 392,241 914,089
Peter Dakin............. 22,500 3.7 8.94 6/25/08 81,888 190,834
Eric Erdman............. 22,500 3.7 8.94 6/25/08 81,888 190,834
Hamid Farzaneh.......... 35,000 5.8 8.94 6/25/08 127,382 296,854

- --------
(1) The 5% and 10% assumed annual rates of compounded stock price appreciation
are mandated by rules of the Securities and Exchange Commission. There is
no assurance that the actual stock price appreciation over the option terms
will be at the assumed 5% and 10% levels or at any other defined level.
Unless the market price of the common shares appreciates over the term of
the option, no value will be realized from the option grants made to the
executive officers.

(2) Mr. Solari's employment ceased in July 1999.

Aggregate option exercises in the last fiscal period and fiscal period end
option values

The following table contains information about option exercises during the
ten months ended March 31, 1999 and option holdings as of March 31, 1999 for
our Chief Executive Officer and our four other most highly compensated
executive officers in the fiscal period ended March 31, 1999.

Number of Securities
Underlying Unexercised Value of Unexercised In-the-
Shares Options At money Options/SARs
Acquired Fiscal Period End(#) at the Fiscal Period End($)(1)
Upon Value ------------------------- ---------------------------------
Name Exercise Realized Unexercisable Exercisable Unexercisable
---- -------- ---------- Exercisable ------------- --------------- ----------------

Paul M. Russo........... 74,958 $2,001,177 18,604 112,438 $ 441,845 $ 2,670,403
Stephen Solari(2)....... -- -- 37,708 112,292 895,565 2,666,935
Peter Dakin............. 20,000 378,800 30,437 39,063 722,879 927,746
Eric Erdman............. 20,010 440,220 10,395 38,595 246,881 916,631
Hamid Farzaneh.......... 15,000 345,000 68,656 58,844 1,630,580 1,397,545

- --------
(1) The value of an in-the-money stock option represents the difference between
the aggregate estimated fair market value of the underlying stock and the
aggregate exercise price of the stock option. The estimated fair market
value of our common shares is based on the reported closing price of $23.75
per share on the NASDAQ National Market on March 31, 1999.

(2) Mr. Solari's employment ceased in July 1999.

Compensation committee's report on executive compensation

The compensation committee of the Board of Directors currently consists of
Messrs. Campbell, Duguay and Lushtak, each of whom is an independent, non-
employee director. We are responsible for reviewing and/or establishing the
compensation programs that relate to Genesis's executive officers, senior
management and other key employees and for establishing the specific short- and
long-term compensation elements thereunder. We oversee the general compensation
structure for all of Genesis's employees and we administer the stock option and
stock purchase plans.

The executive compensation program that has been established is designed to
provide levels of compensation in formats that assist Genesis in attracting,
motivating and retaining qualified executives by providing a competitive
compensation package geared to individual and corporate performance. We strive
to establish performance criteria, evaluate performance and establish base
salary, annual bonuses and long-term incentives for our key decision makers
based upon performance and designed to provide appropriate incentives for
maximization of our short- and long-term financial results for the benefit of
our shareholders.

In order to meet our objectives, we have chosen four basic components for
Genesis's executive compensation program to meet our compensation philosophy.
Base salaries, which are the fixed regular component of executive compensation,
are based upon

.base salary levels among a competitive peer group,

.Genesis's past financial performance and future expectations,

.the general and industry-specific business environment, and

.individual performance.

Annual bonuses, which are directly linked to Genesis's performance, are
designed to provide additional incentive cash compensation based on short-term
performance of Genesis and its employees. Stock option grants, under the long-
term component of executive compensation, are designed as an incentive to
reward executive officers and employees for delivering value to our
shareholders over a longer, measurable period of time. Historically, Genesis
has used the grant of stock options that vest over some measurable period of
time, generally four years, to accomplish this objective.

Respectfully submitted by the compensation committee:

Brian S. Campbell
George A. Duguay
Alexander S. Lushtak

Compensation committee interlocks and insider participation

At no time since our formation did any of the members of our compensation
committee serve as our officers or employees. An interlocking relationship does
not exist between our board of directors or compensation committee and the
board of directors or compensation committee of any other company, nor did any
interlocking relationships exist during the past fiscal period.

TRANSACTIONS WITH OUR DIRECTORS, OFFICERS AND PRINCIPAL SHAREHOLDERS

Transactions with Yorkton

On July 31, 1996, we completed a private placement of 17,800,000 warrant
units at a price of CDN$0.90 per unit for total gross proceeds of CDN$16.0
million. Yorkton Securities Inc. arranged the sale of the units as underwriter.
Brian S. Campbell, a director of Yorkton, joined our Board of Directors
subsequent to this transaction. As consideration for services, we paid Yorkton
an underwriting fee of CDN$1,041,000 and granted to them a non-assignable
option to purchase 213,600 common shares at an exercise price of
CDN$9.00 (US$6.18) per common share. These options were exercised in full in
June 1998.

On February 24, 1998, our common shares commenced trading on the NASDAQ
National Market following our initial public offering. A wholly owned
subsidiary of Yorkton acted as one of the lead underwriters in the offering.
The underwriters, including Yorkton, received $2,654,795 in commissions and
fees for our initial public offering.

Loan from the Royal Bank of Canada to Paul Russo and our guarantee of the loan

On October 31, 1997, Mr. Russo arranged to borrow up to approximately
CDN$1.4 million from the Royal Bank of Canada for the purpose of repaying his
debt to Mr. Rocco A. Schiralli, one of our principal shareholders. This
obligation was evidenced by a promissory note. Interest was payable monthly,
and the principal became due on demand. The loan was guaranteed by us and
reduced our ability to borrow under our credit facility with the Royal Bank of
Canada to the extent of Mr. Russo's outstanding loan balance. In exchange for
our guarantee of his loan, Mr. Russo pledged 100,000 common shares. On December
16, 1998, the Royal Bank of Canada released us from our guarantee and we
released Mr. Russo from his pledge agreement.

Loans to our officers

On October 25, 1996, we loaned CDN$150,000 to Mr. Paul M. Russo for his
personal financial purposes. This obligation was evidenced by a promissory
note. No interest was payable on the loan and the principal amount of the loan
became due in accordance with its terms. Once this loan became payable on
demand, interest accrued on the principal amount at 1% above the prime rate of
the Royal Bank of Canada. Mr. Russo pledged 25,000 common shares as security
for his obligation. On July 25, 1997, Mr. Russo borrowed an additional
CDN$80,000 from us to purchase common shares. This obligation was also
evidenced by a promissory note. No interest was payable on this loan and the
principal amount of the loan became due in accordance with its terms. Mr. Russo
pledged 40,000 common shares as security for his obligation. On October 28,
1998, the above two loans were repaid and Mr. Russo's shares were released to
him.

On July 25, 1997, Mr. Lance Greggain borrowed CDN$50,000 from us in to
purchase common shares while employed as an officer. This obligation was
evidenced by a promissory note. No interest was payable on this loan and the
principal amount of the loan became due in accordance with its terms. Mr.
Greggain pledged 30,000 common shares as security for his obligation. On
September 18, 1998, the loan was repaid and Mr. Greggain's shares were released
to him.

There are currently no loans outstanding to our officers or directors.

Consulting arrangements with our directors

We contracted with Messrs. Ronald A. Rohrer and William H. Welling, while
they were serving as our directors, to provide us with consulting services for
a fourteen-month term commencing September 1998. Under the terms of the
agreements, each of Messrs. Rohrer and Welling will provide up to three days of
service each month at a flat rate of $7,500 per month plus expenses. We may
request additional services, which are to be charged to us at a rate of $2,500
per day. As of March 31, 1999, we had paid each of Messrs. Rohrer and Welling
consulting fees of $77,500 under these agreements.

STOCK PERFORMANCE GRAPH

The following performance graph compares the percentage change in the
cumulative total shareholder return on our common shares with the cumulative
total return for

. a group of our peer corporations, comprising the NASDAQ Electronic
Components Stocks, and

. the Total Return Index for the NASDAQ Stock Market (US and Foreign).

This comparison covers the period from the date of our initial public
offering on February 24, 1998 to March 31, 1999. It assumes $100 was invested
on February 24, 1998 in our common shares, our peer corporations and the NASDAQ
Stock Market and assumes reinvestment of dividends, if any.

The NASDAQ Electronic Components Stocks consists of all corporations traded
on the NASDAQ Market with 367 as their primary standard industrial
classification number. The Total Return Index for the NASDAQ Stock Market (US
and Foreign) comprises all ADRs, domestic shares, and foreign common shares
traded on the NASDAQ National Market and The NASDAQ Small Cap Market, excluding
preferred shares, rights and warrants.

Comparative Chart

[PERFORMANCE CHART APPEARS HERE]

Total
Date Genesis Peer group NASDAQ Return
---- ------- ---------- -------------

February 24, 1998.......................... 100.00 100.00 100.00
March 31, 1998............................. 122.29 88.00 106.30
September 30, 1998......................... 82.07 85.03 98.65
March 31, 1999............................. 206.52 128.79 143.07

- --------
(1) This chart is not "soliciting material." It is not deemed filed with the
Securities and Exchange Commission and it is not to be incorporated by
reference in any of our filings under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended.

(2) The stock price performance shown on the graph is not necessarily
indicative of future price performance. Information used on this graph was
obtained from NASDAQ. Although we believe it to be accurate, we are not
responsible for any errors or omissions.

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE GENERAL MEETING

Election of directors

Our articles of association provide for a rotating Board of Directors. The
number of directors must be not less than five or more than eleven. Two
directors, Messrs. Ferguson and Rohrer, resigned as directors on May 28, 1999,
and the Board of Directors appointed Alexander S. Lushtak and Lawrence G. Finch
as replacement directors to hold office for the remainder of their terms. On
July 21, 1999, the directors unanimously resolved to reduce the number of
directors to five from seven, effective on the date of the general meeting,
coinciding with the expiration of the terms of Messrs. Campbell and Welling.
Consequently, no directors need to be elected this year.

The persons named in the enclosed proxy intend to vote the shares
represented by those proxies in favor of the resolution, which is attached as
Appendix "A" to this information circular. The resolution must be passed by a
majority of the votes cast at the general meeting to be approved.

Appointment of auditors

You are being asked to confirm the appointment of KPMG LLP as auditors for
the year ending March 31, 2000 and to authorize our directors to fix the
remuneration paid to the auditors.

We have selected KPMG LLP as our independent auditors for the 2000 fiscal
year. KPMG LLP or their predecessor firms have served as our independent
auditors since our inception in 1987. Representatives of KPMG LLP are expected
to be present at the general meeting. They will have the opportunity to make a
statement if they desire to do so and will also be available to respond to
appropriate questions from you.

The resolution must be passed by a majority of the votes cast at the general
meeting to be approved. The persons named in the enclosed proxy intend to vote
the shares represented by those proxies in favor of the resolution.

Financial statements

Our consolidated financial statements for the ten months ended March 31,
1999 are included in the Transition Report on Form 10-K accompanying this
information circular.

Special resolutions

You are being asked at the meetings to consider and, if thought advisable,
to approve, several special resolutions that are described below. In order for
these resolutions to be deemed "special resolutions" under the Companies Act
(Nova Scotia), they must be:

. passed by a majority of not less than three-fourths of the shareholders
entitled to vote at the general meeting and

. confirmed by a majority of the shareholders entitled to vote at a
subsequent confirmatory meeting, which must be held not less than 14 days
and not more than one month after the date of the first meeting.

Resolutions that have been unanimously passed by all of the shareholders are
also deemed to be special resolutions where notice of intention to pass the
resolution as a special resolution has been given.

Proxies will be voted for the approval of the special resolutions unless you
specify that you wish to vote against any of them.

Post-continuance special resolutions

On October 27, 1998, our shareholders approved a continuance under the laws
of the province of Nova Scotia. This continuance was completed on January 20,
1999. Following a continuance, it is standard procedure for shareholders of the
continued company to pass special resolutions to ensure that the continued
company has the same powers as before the continuance. As a result you are
being asked to approve the following special resolutions. The Board of
Directors recommends that you vote in favor of each of these special
resolutions.

Power to acquire shares resolution

Prior to our continuance we were permitted to acquire our shares under the
provisions of the Business Corporations Act (Ontario) without shareholder
approval. Under the provisions of the Companies Act (Nova Scotia), we are
permitted to acquire our shares only if we obtain authorization from our
shareholders. As a result, you are asked to approve a special resolution
sanctioning our acquiring previously issued shares and authorizing our
directors to exercise that power. The text of the special resolution, in
substantially the form to be presented at the meetings, is contained in
Appendix "B" attached to this information circular.

General powers resolution

It is unclear whether certain powers apply to companies incorporated under
and governed by the Companies Act (Nova Scotia) without a special resolution of
the shareholders approving those powers. As a result, it is standard practice
in Nova Scotia for shareholders to pass a special resolution on continuance
confirming that the directors of a company may exercise those powers on behalf
of the company. Accordingly, you are asked to approve a special resolution
confirming that we may exercise those powers. The text of the special
resolution, in substantially the form to be presented at the meetings, is
contained in Appendix "C" attached to this information circular.

Amendment of articles resolution

Prior to the continuance, our by-laws contained provisions that reflected
Ontario law and which are no longer necessary or desirable under Nova Scotia
law. The Board of Directors have considered a number of changes to our articles
of association to eliminate provisions that were previously necessary or
desirable under Ontario legislation, but that are no longer relevant as a
result of the continuance. Accordingly, you are being asked to approve a
special resolution amending our articles. The text of the special resolution,
in substantially the form to be presented at the meetings, is contained in
Appendix "D" attached to this information circular. The amendments are
summarized below:

(a) Article 76: Quorum

Our articles currently provide that a meeting of shareholders may only
be held when two persons, being shareholders, proxy holders or
representatives of corporate shareholders, are present at a meeting, are
entitled to vote and hold or represent not less than a majority of our
shares. This quorum requirement reflected, in part, the provisions of
Ontario law, which are no longer applicable to us.

It is proposed that the quorum for a general meeting of shareholders
will be changed so that a quorum will exist when one shareholder, proxy
holder or representative of a corporate shareholder is present at a meeting
and is entitled to vote.

(b) Article 106: Election of Directors

Our articles currently provide that the election or appointment of a
director is not effective unless the person consents in writing within 10
days after their election or appointment. This requirement reflected
Ontario law and is not necessary under Nova Scotia law.

It is proposed that the requirement for the consent in writing of a
director to his or her appointment or election as a director will be
removed.

Our articles currently contain restrictions on the ability to appoint
directors to fill vacancies or to appoint directors between meetings of
shareholders. These restrictions reflected Ontario law and are no longer
relevant or required under Nova Scotia law.

It is proposed that the process for appointing directors to fill
vacancies on the Board or for appointing additional directors will be
simplified.

(d) Article 114: Audit Committee

Our articles currently require our audit committee to have a minimum of
three directors, a majority of which cannot be our officers or employees.
This requirement reflected Ontario law and is not necessary under Nova
Scotia law.

It is proposed that our articles be amended to enable our Board of
Directors to set the number of members of the audit committee and determine
the composition of the audit committee.

Amendments to 1997 Non-employee Stock Option Plan

Our 1997 Non-Employee Stock Option Plan provides for the granting of
incentive stock options to our non-employee directors and senior officers and
our affiliates and service providers. The plan was originally adopted by our
Board of Directors on November 1, 1997 and approved by our shareholders on
November 14, 1997. On July 21, 1999, our Board of Directors approved the
following amendments to the plan. You will be asked at the general meeting to
consider and, if thought advisable, to approve these amendments:

(i) Increase the aggregate number of common shares that may be issued
pursuant to the exercise of options from 150,000 to 250,000,

(ii) change the automatic grant date for director options from December
1 of each year to the first day of the calendar month following the annual
general meeting in each year, and

(iii) allow for grants to be made to directors acting as consultants
beyond the automatic amounts they get for serving as a director, such
amounts to be determined by the Board.

Set forth below is a summary description of the 1997 Non-Employee Stock
Option Plan.

The 1997 Non-Employee Stock Option Plan

Non-employee directors and consultants of the Company or any subsidiary of
the Company are entitled to participate in the 1997 Non-Employee Stock Option
Plan. The Non-Employee Plan was established effective November 14, 1997.

The Non-Employee Plan provides for the discretionary grant of options to
consultants of the Company. The Non-Employee Plan also provides for the
automatic grant of options to purchase 15,000 Common Shares to each non-
employee director on the date on which the person first becomes a non-employee
director. Each non-employee director shall also be automatically granted on
December 1st of each year, if on such date he or she shall have served on the
Board for at least 12 months, options to purchase 5,000 shares, and, for each
committee of the Board such director serves on, options to purchase an
additional 2,500 shares. Non-employee directors are not eligible for
discretionary grants under the Non-Employee Plan. Options granted under the
Non-Employee Plan to non-employee directors shall have a term of ten years from
the date of the grant and options granted under the Non-Employee Plan to
consultants shall have a term of up to ten years. The exercise price of options
granted under the Non-Employee Plan will be at least 100% of the fair market
value of the

Common Shares, generally determined with reference to the closing price of the
Common Shares as reported on the Nasdaq National Market on the day preceding
the date of grant. In the event that such Common Shares are not listed and
posted for trading on the Nasdaq National Market, the exercise price shall be
the fair market value of such Common Shares as determined by the Board of
Directors in its sole discretion.

In the event of a merger of the Company or the sale of substantially all of
the assets of the Company, each outstanding option shall be assumed or an
equivalent option or right substituted by the successor corporation. If the
successor corporation does not agree to assume or substitute for the option,
each option shall become fully vested and shall be exercisable for a period of
20 days from the date the Board notifies the optionee of the option's full
exercisability, after which period the option shall terminate. Options granted
under the Non-Employee Plan must be exercised within 90 days of the end of the
optionee's tenure with the Company, or within 12 months after such non-
employee's termination by death, but in no event later than the expiration of
the option's term. No option granted under the Non-Employee Plan is
transferable by the optionee and each option is exercisable, during the
lifetime of the optionee, only by such optionee.

GENERAL

We know of no other proposals to be presented at the meetings. If any other
proposal is presented, the shares represented by the proxies we receive will be
voted according to the best judgment of the persons named in the proxies.

DIRECTORS APPROVAL

Our Board of Directors has approved the contents of this information
circular and its sending to you.

On behalf of the Board,

/s/ Eric Erdman
---------------------------
Eric Erdman,
Secretary

September 1, 1999

APPENDIX "A"

GENESIS MICROCHIP INCORPORATED

ORDINARY RESOLUTION RESPECTING DIRECTORS

BE IT RESOLVED THAT no new directors be elected to replace retiring
directors whose terms of office expired at the 1999 Annual General Meeting of
Shareholders and that the following directors shall continue as the directors
of the Company for the terms noted:

James E. Donegan...... -- to hold office until the annual meeting in 2000
George A. Duguay...... -- to hold office until the annual meeting in 2001
Lawrence G. Finch..... -- to hold office until the annual meeting in 2000
Alexander S. Lushtak.. -- to hold office until the annual meeting in 2001
Paul M. Russo......... -- to hold office until the annual meeting in 2000

A-1

APPENDIX "B"

GENESIS MICROCHIP INCORPORATED

SPECIAL RESOLUTION RE: POWER TO ACQUIRE SHARES

BE IT RESOLVED as a Special Resolution of the Company that the shareholders
of the Company hereby sanction the exercise by the Company of all and every
power to purchase or otherwise acquire shares issued by it and that the
directors of the Company be and they are hereby authorized and empowered to
exercise at any time and from time to time any and all such powers in the name
of and on behalf of the Company and in particular, without restricting the
generality of the foregoing, the directors of the Company be and they are
hereby authorized and empowered in the name of and on behalf of the Company to
purchase or otherwise acquire shares issued by the Company pursuant to and in
accordance with the provisions of subsections (5) and (7) of Section 51 of the
Companies Act.

B-1

APPENDIX "C"

GENESIS MICROCHIP INCORPORATED

SPECIAL RESOLUTION RE: GENERAL POWERS

BE IT RESOLVED as a Special Resolution of the Company that the shareholders
of the Company hereby sanction the exercise by the Company from time to time of
each and every of the powers set forth in clauses (f), (g) and (i) of
subsection (4) of Section 26 of the Companies Act and that the directors of the
Company be and they are hereby authorized and empowered to exercise at any time
and from time to time any and all such powers in the name of and on behalf of
the Company and that without limiting the generality of the foregoing, the
directors may:

(a) Sell or dispose of the undertaking of the Company or any part thereof
for such consideration as the directors may think fit, and in
particular for shares, debentures or securities of any other
corporation having objects altogether or in part similar to the
Company;

(b) Subscribe for, take or otherwise acquire and hold, shares and
securities of any other corporation having objects altogether or in
part similar to those of the Company or carrying on any business
capable of being conducted so as to directly or indirectly benefit the
Company;

(c) Invest the monies of the Company not immediately required in the
business of the Company including, without restriction, the purchase of
shares, debentures or securities of any other corporation, in such
manner as may from time to time be determined by the directors of the
Company.

C-1

APPENDIX "D"

GENESIS MICROCHIP INCORPORATED

SPECIAL RESOLUTION RE: AMENDMENTS TO ARTICLES OF ASSOCIATION

BE IT RESOLVED as a Special Resolution of the Company that the Articles of
Association of the Company be and they are hereby amended as follows:

1. Article 76 be deleted and the following be substituted therefor so that
Article 76, as amended and restated, reads as follows:

76. One person, being a shareholder, proxyholder or representative of a
corporate shareholder, present and entitled to vote shall constitute a
quorum for a general meeting, and may hold a meeting.

2. Article 106 be deleted and the following be substituted therefor so that
Article 106, as amended and restated, reads as follows:

106. The directors of the Company shall be elected and shall retire in
rotation. At each ordinary general meeting the shareholders may elect
directors to hold office until the dissolution of the third ordinary
general meeting after their election. Subject to these Articles, directors
whose terms of office have expired shall retire from office at the
dissolution of every ordinary general meeting and shall be succeeded by any
directors elected at such meeting. Subject to the Act, any vacancy among
directors whose election is not the exclusive right of the holders of any
class or series of shares may be filled for the remainder of the unexpired
term by the shareholders at a special meeting called for the purpose.

3. Article 110 be deleted and the following be substituted therefor so that
Article 110, as amended and restated, reads as follows:

110. The directors may appoint any other person as a director so long as
the total number of directors does not at any time exceed the maximum
number permitted. No such appointment, except to fill a casual vacancy,
shall be effective unless two-thirds of the directors concur in it. Subject
to these Articles, any director appointed between meetings of the
shareholders shall have a term determined by the directors at the time of
his or her appointment which shall not exceed the date of the third
ordinary general meeting after the date of his or her appointment and, in
the absence of any such determination of the term of such director, such
director shall remain a director until the next ordinary general meeting.
Any casual vacancy occurring among the directors may be filled by the
directors, but any person so chosen shall retain office only so long as the
vacating director would have retained it if the vacating director had
continued as director.

4. Article 114 be deleted and the following be substituted therefor so that
Article 114, as amended and restated, reads as follows:

114. The directors shall appoint an audit committee composed of such
number of directors as they see fit, to hold office until the next annual
general meeting of the shareholders.

so that the articles of association, as amended and restated shall be as set
out in Annex 1 effective forthwith on the passage of this resolution as a
special resolution of the Company.

D-1

ANNEX 1

ARTICLES OF ASSOCIATION

GENESIS MICROCHIP INCORPORATED

INTERPRETATION

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

(1) "Act" means the Companies Act (Nova Scotia);

(2) "Articles" means these Articles of Association of the Company and
all amendments hereto;

(3) "Company" means the company named above;

(4) "director" means a director of the Company;

(5) "Memorandum" means the Memorandum of Association of the Company and
all amendments thereto;

(6) "month" means calendar month;

(7) "Office" means the registered office of the Company;

(8) "person" includes a body corporate;

(9) "proxyholder" includes an alternate proxyholder;

(10) "Register" means the register of members kept pursuant to the Act,
and where the context permits includes a branch register of members;

(11) "Registrar" means the Registrar as defined in the Act;

(12) "Secretary" includes any person appointed to perform the duties of
the Secretary temporarily;

(13) "shareholder" means member as that term is used in the Act in
connection with a company limited by shares;

(14) "special resolution" has the meaning assigned by the Act;

(15) "in writing" and "written" includes printing, lithography and other
modes of representing or reproducing words in visible form;

(16) words importing number or gender include all numbers and genders
unless the context otherwise requires;

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

3. The directors may enter into and carry into effect or adopt and carry
into effect any agreement made by the promoters of the Company on behalf of
the Company and may agree to any modification in the terms of any such
agreement, either before or after its execution.

4. The directors may, out of the funds of the Company, pay all expenses
incurred for the incorporation and organization of the Company.

5. The Company may commence business as soon after incorporation as the
directors think fit, notwithstanding that part only of the shares has been
allotted.

D-2

6. The directors shall control the shares and, subject to the provisions of
these Articles, may allot or otherwise dispose of them to such person, at such
times, on such terms and conditions and, if the shares have a par value, either
at a premium or at par, as they think fit.

7. The directors may pay on behalf of the Company a reasonable commission
to any person in consideration of subscribing or agreeing to subscribe (whether
absolutely or conditionally) for any shares in the Company, or procuring or
agreeing to procure subscriptions (whether absolute or conditional) for any
shares in the Company. Subject to the Act, the commission may be paid or
satisfied in shares of the Company.

8. On the issue of shares the Company may arrange among the holders thereof
differences in the calls to be paid and in the times for their payment.

9. If the whole or part of the allotment price of any shares is, by the
conditions of their allotment, payable in instalments, every such instalment
shall, when due, be payable to the Company by the person who is at such time
the registered holder of the shares.

10. Shares may be registered in the names of joint holders not exceeding
three in number. If two or more persons are registered as joint holders of any
share, any one of such persons may give effectual receipts for the certificate
issued in respect thereof, and for any dividend, bonus, return of capital or
other money payable or warrant issuable in respect of such share, but all the
joint holders of a share shall be severally as well as jointly liable for the
payment of all demands payable in respect thereof.

11. Joint holders of a share shall be jointly and severally liable for the
payment of all instalments and calls due in respect of such share. On the death
of one or more joint holders of shares the survivor or survivors of them shall
alone be recognized by the Company as the registered holder or holders of the
shares.

12. Save as herein otherwise provided, the Company may treat the registered
holder of any share as the absolute owner thereof and accordingly shall not,
except as ordered by a court of competent jurisdiction or required by statute,
be bound to recognize any equitable or other claim to or interest in such share
on the part of any other person.

CERTIFICATES

13. Certificates of title to shares shall comply with the Act and may
otherwise be in such form as the directors may from time to time determine.
Unless the directors otherwise determine, every certificate of title to shares
shall be signed manually by at least one of the Chairman, President, Secretary,
Treasurer, a vice-president, an assistant secretary, any other officer of the
Company or any director of the Company or by or on behalf of a share registrar
transfer agent or branch transfer agent appointed by the Company or by any
other person whom the directors may designate. When signatures of more than one
person appear on a certificate all but one may be printed or otherwise
mechanically reproduced. All such certificates when signed as provided in this
Article shall be valid and binding upon the Company. If a certificate contains
a printed or mechanically reproduced signature of a person, the Company may
issue the certificate, notwithstanding that the person has ceased to be a
director or an officer of the Company and the certificate is as valid as if
such person were a director or an officer at the date of its issue. Any
certificate representing shares of a class publicly traded on any stock
exchange shall be valid and binding on the Company if it complies with the
rules of such exchange whether or not it otherwise complies with this Article.

14. Except as the directors may determine, each shareholder's shares may be
evidenced by any number of certificates so long as the aggregate of the shares
stipulated in such certificates equals the aggregate registered in the name of
the shareholder.

D-3

15. Where shares are registered in the names of two or more persons, the
Company shall not be bound to issue more than one certificate or set of
certificates, and such certificate or set of certificates shall be delivered to
the person first named on the Register.

16. Any certificate that has become worn, damaged or defaced may, upon its
surrender to the directors, be cancelled and replaced by a new certificate. Any
certificate that has become lost or destroyed may be replaced by a new
certificate upon proof of such loss or destruction to the satisfaction of the
directors and the furnishing to the Company of such undertakings of indemnity
as the directors deem adequate.

17. The sum of one dollar or such other sum as the directors from time to
time determine shall be paid to the Company for every certificate other than
the first certificate issued to any holder in respect of any share or shares.

18. The directors may cause one or more branch Registers of shareholders to
be kept in any place or places, whether inside or outside of Canada.

CALLS

19. The directors may make such calls upon the shareholders in respect of
all amounts unpaid on the shares held by them respectively and not made payable
at fixed times by the conditions on which such shares were allotted, and each
shareholder shall pay the amount of every call so made to the person and at the
times and places appointed by the directors. A call may be made payable by
installments.

20. A call shall be deemed to have been made at the time when the resolution
of the directors authorizing such call was passed.

21. At least 14 days' notice of any call shall be given, and such notice
shall specify the time and place at which and the person to whom such call
shall be paid.

22. If the sum payable in respect of any call or installment is not paid on
or before the day appointed for the payment thereof, the holder for the time
being of the share in respect of which the call has been made or the
installment is due shall pay interest on such call or installment at the rate
of 9% per year or such other rate of interest as the directors may determine
from the day appointed for the payment thereof up to the time of actual
payment.

23. At the trial or hearing of any action for the recovery of any amount due
for any call, it shall be sufficient to prove that the name of the shareholder
sued is entered on the Register as the holder or one of the holders of the
share or shares in respect of which such debt accrued, that the resolution
making the call is duly recorded in the minute book and that such notice of
such call was duly given to the shareholder sued in pursuance of these
Articles. It shall not be necessary to prove the appointment of the directors
who made such call or any other matters whatsoever and the proof of the matters
stipulated shall be conclusive evidence of the debt.

24. The directors may receive from any shareholder willing to advance it all
or any part of the amount due upon shares held by such shareholder beyond the
sums called for, and upon the amount so paid or satisfied in advance or so much
thereof as from time to time exceeds the amount of the calls then made upon the
shares in respect of which such advance has been made, the Company may pay
interest at such rate or permit such participation in profits upon the amount
so paid or satisfied in advance as the shareholder paying such sum in advance
and the directors agree.

D-4

FORFEITURE OF SHARES

25. If any shareholder fails to pay any call or installment on or before the
day appointed for payment, the directors may at any time thereafter while the
call or installment remains unpaid serve a notice on such shareholder requiring
payment thereof together with any interest that may have accrued and all
expenses that may have been incurred by the Company by reason of such non-
payment.

26. The notice shall name a day (not being less than 14 days after the date
of the notice) and a place or places on and at which such call or installment
and such interest and expenses are to be paid. The notice shall also state
that, in the event of non-payment on or before the day and at the place or one
of the places so named, the shares in respect of which the call was made or
installment is payable will be liable to be forfeited.

27. If the requirements of any such notice are not complied with, any shares
in respect of which such notice has been given may at any time thereafter,
before payment of all calls or installments, interest and expenses due in
respect thereof, be forfeited by a resolution of the directors to that effect.
Such forfeiture shall include all dividends declared in respect of the
forfeited shares and not actually paid before the forfeiture.

28. When any share has been so forfeited, notice of the resolution shall be
given to the shareholder in whose name it stood immediately prior to the
forfeiture and an entry of the forfeiture shall be made in the Register.

29. Any share so forfeited shall be deemed the property of the Company and
the directors may sell, re-allot or otherwise dispose of it in such manner as
they think fit.

30. The directors may at any time before any share so forfeited has been
sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon
such conditions as they think fit.

31. Any shareholder whose shares have been forfeited shall nevertheless be
liable to pay and shall forthwith pay to the Company all calls, installments,
interest and expenses owing upon or in respect of such shares at the time of
the forfeiture together with interest at the rate of 9% per year or such other
rate of interest as the directors may determine from the time of forfeiture
until payment. The directors may enforce such payment if they think fit, but
are under no obligation to do so.

32. A certificate signed by the Secretary stating that a share has been duly
forfeited on a specified date in pursuance of these Articles and the time when
it was forfeited shall be conclusive evidence of the facts therein stated as
against any person who would have been entitled to the share but for such
forfeiture.

LIEN ON SHARES

33. The Company shall have a first and paramount lien upon all shares (other
than fully paid-up shares) registered in the name of a shareholder (whether
solely or jointly with others) and upon the proceeds from the sale thereof for
debts, liabilities and other engagements of the shareholder, solely or jointly
with any other person, to or with the Company, whether or not the period for
the payment, fulfillment or discharge thereof has actually arrived, and such
lien shall extend to all dividends declared in respect of such shares. Unless
otherwise agreed, the registration of a transfer of shares shall operate as a
waiver of any lien of the Company on such shares.

34. For the purpose of enforcing such lien the directors may sell the shares
subject to it in such manner as they think fit, but no sale shall be made until
the period for the payment, fulfillment or discharge of such debts, liabilities
or other engagements has arrived, and until notice in writing of the intention
to sell has been given to such shareholder or the shareholder's executors or
administrators and default has been made by them in such payment, fulfillment
or discharge for seven days after such notice.

35. The net proceeds of any such sale after the payment of all costs shall
be applied in or towards the satisfaction of such debts, liabilities or
engagements and the residue, if any, paid to such shareholder.

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VALIDITY OF SALES

36. Upon any sale after forfeiture or to enforce a lien in purported
exercise of the powers given by these Articles the directors may cause the
purchaser's name to be entered in the Register in respect of the shares sold,
and the purchaser shall not be bound to see to the regularity of the
proceedings or to the application of the purchase money, and after the
purchaser's name has been entered in the Register in respect of such shares
the validity of the sale shall not be impeached by any person and the remedy
of any person aggrieved by the sale shall be in damages only and against the
Company exclusively.

TRANSFER OF SHARES

37. The instrument of transfer of any share in the Company shall be signed
by the transferor. The transferor shall be deemed to remain the holder of such
share until the name of the transferee is entered in the Register in respect
thereof and shall be entitled to receive any dividend declared thereon before
the registration of the transfer.

38. The instrument of transfer of any share shall be in writing in the
following form or to the following effect:

For value received, hereby sell, assign, and transfer unto shares in
the capital of the Company represented by the within certificate, and
do hereby irrevocably constitute and appoint attorney to transfer such
shares on the books of the Company with full power of substitution in
the premises.

Dated the day of , 19 .

Witness:

39. The directors may, without assigning any reason therefor, decline to
register any transfer of shares

(1) not fully paid-up or upon which the Company has a lien, or

(2) the transfer of which is restricted by any agreement to which the
Company is a party,

except in cases of shares listed on a stock exchange recognized by the
Ontario Securities Commission.

40. Every instrument of transfer shall be left for registration at the
Office of the Company, or at any office of its transfer agent where a Register
is maintained, together with the certificate of the shares to be transferred
and such other evidence as the Company may require to prove title to or the
right to transfer the shares.

41. The directors may require that a fee determined by them be paid before
or after registration of any transfer.

42. Every instrument of transfer shall, after its registration, remain in
the custody of the Company. Any instrument of transfer that the directors
decline to register shall, except in case of fraud, be returned to the person
who deposited it.

TRANSMISSION OF SHARES

43. The executors or administrators of a deceased shareholder (not being
one of several joint holders) shall be the only persons recognized by the
Company as having any title to the shares registered in the name of such
shareholder. When a share is registered in the names of two or more joint
holders, the survivor or survivors or the executors or administrators of the
deceased survivor, shall be the only persons recognized by the Company as
having any title to, or interest in, such share.

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44. Notwithstanding anything in these Articles, if the Company has only one
shareholder (not being one of several joint holders) and that shareholder dies,
the executors or administrators of the deceased shareholder shall be entitled
to register themselves in the Register as the holders of the shares registered
in the name of the deceased shareholder whereupon they shall have all the
rights given by these Articles and by law to shareholders.

45. Any person entitled to shares upon the death or bankruptcy of any
shareholder or in any way other than by allotment or transfer may, upon
producing such evidence of entitlement as the directors require, may be
registered as a shareholder in respect of such shares, or may, without being
registered, transfer such shares subject to the provisions of these Articles
respecting the transfer of shares. The directors shall have the same right to
refuse registration as if the transferee were named in an ordinary transfer
presented for registration.

SURRENDER OF SHARES

46. The directors may accept the surrender of any share by way of compromise
of any question as to the holder being properly registered in respect thereof.
Any share so surrendered may be disposed of in the same manner as a forfeited
share.

SHARE WARRANTS

47. The Company, with respect to any fully paid-up shares, may issue
warrants ("Share Warrants") stating that the bearer is entitled to the shares
therein specified, and may provide, by coupons or otherwise, for the payment of
future dividends on the shares included in the Share Warrants.

48. The directors may determine and vary the conditions upon which Share
Warrants will be issued and, without limiting the generality of the foregoing,
may determine the conditions upon which

(1) a new Share Warrant or coupon will be issued in the place of one
worn out, defaced, lost or destroyed, or

(2) the bearer of a Share Warrant will be entitled to attend and vote at
general meetings, or

(3) a Share Warrant may be surrendered and the name of the bearer
entered in the Register in respect of the shares therein specified.

Subject to such conditions and to these Articles the bearer of a Share
Warrant shall be a shareholder to the full extent. The bearer of a Share
Warrant shall be subject to the conditions for the time being in force,
whether made before or after the issue of the Share Warrant.

INCREASE AND REDUCTION OF CAPITAL

49. Subject to the Act, the Company may by resolution of its shareholders
increase its share capital by the creation of new shares of such amount as it
thinks expedient.

50. Subject to the Act, the new shares may be issued upon such terms and
conditions and with such rights, privileges, limitations, restrictions and
conditions attached thereto as the Company by resolution of its shareholders
determines or, if no direction is given, as the directors determine.

51. The Company by resolution of its shareholders may, before the issue of
any new shares, determine that such shares or any of them shall be offered in
the first instance to all the then shareholders or to the holders of any class
or series of shares in proportion to the amount of the capital held by them, or
make any other provisions as to the issue and allotment of such shares. In
default of any such determination or to the extent that it does not apply, the
directors shall control the new shares.

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52. Except as otherwise provided by the conditions of issue, or by these
Articles, any capital raised by the creation of new shares shall be considered
part of the original capital and shall be subject to the provisions herein
contained with reference to payment of calls and instalments, transfer and
transmission, forfeiture, lien and otherwise.

53. The Company may, by special resolution where required, reduce its share
capital in any way and with and subject to any incident authorized and consent
required by law.

ALTERATION OF CAPITAL

54. Subject to the Act, the Company may by resolution of its shareholders:

(1) consolidate and divide all or any of its share capital into shares
of larger amount than its existing shares;

(2) convert all or any of its paid-up shares into stock and reconvert
that stock into paid-up shares of any denomination;

(3) exchange shares of one denomination for another; or

(4) cancel shares which, at the date of the passing of the resolution in
that behalf, have not been taken or agreed to be taken by any person, and
diminish the amount of its share capital by the amount of the share so
cancelled.

55. Subject to the Act, the Company may by special resolution:

(1) subdivide its shares, or any of them, into shares of smaller amount
than is fixed by the Memorandum, so, however, that in the subdivision the
proportion between the amount paid and the amount, if any, unpaid on each
reduced share shall be the same as it was in the case of the share from
which the reduced share is derived and the special resolution whereby any
share is subdivided may determine that as between the holders of the shares
resulting from such subdivision, one or more of such shares shall have some
preference or special advantage as regards dividend, capital, voting or
otherwise, over, or as compared with, the others or other;

(2) convert any part of its issued or unissued share capital into
preference shares redeemable or purchasable by the Company;

(3) provide for the issue of shares without any nominal or par value
provided that, upon any such issue, a declaration executed by the Secretary
must be filed with the Registrar stating the number of shares issued and
the amount received therefor;

(4) convert all or any of its previously authorized, unissued or issued,
fully paid-up shares, other than preferred shares, with nominal or par
value into the same number of shares without any nominal or par value, and
reduce, maintain or increase accordingly its liability on any of its shares
so converted; provided that the power to reduce its liability on any of its
shares so converted may, where it results in a reduction of capital, only
be exercised subject to confirmation by the court as provided by the Act;
or

(5) convert all or any of its previously authorized, unissued or issued,
fully paid-up shares without nominal or par value into the same or a
different number of shares with nominal or par value, and for such purpose
the shares issued without nominal or par value and replaced by shares with
a nominal or par value shall be considered as fully paid, but their
aggregate par value shall not exceed the value of the net assets of the
Company as represented by the shares without par value issued before the
conversion.

56. Subject to the Act and any provisions attached to such shares, the
Company may redeem, purchase or acquire any of its shares and the directors may
determine the manner and the terms for redeeming, purchasing or acquiring such
shares and may provide a sinking fund on such terms as they think fit for the
redemption, purchase or acquisition of shares of any class or series.

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CLASSES AND SERIES OF SHARES

57. Subject to the Act and the Memorandum, and without prejudice to any
special rights previously conferred on the holders of existing shares, any
share may be issued with such preferred, deferred or other special rights, or
with such restrictions, whether in regard to dividends, voting, return of share
capital or otherwise, as the Company may from time to time determine by special
resolution.

MEETINGS AND VOTING BY CLASS OR SERIES

58. Where the holders of shares of a class or series have, under the Act,
the Memorandum, the terms or conditions attaching to such shares or otherwise,
the right to vote separately as a class in respect of any matter then, except
as provided in the Act, the Memorandum, these Articles or such terms or
conditions, all the provisions in these Articles concerning general meetings
(including, without limitation, provisions respecting notice, quorum and
procedure) shall, mutatis mutandis, apply to every meeting of holders of such
class or series of shares convened for the purpose of such vote.

59. Unless the rights, privileges, terms or conditions attached to a class
or series of shares provide otherwise, such class or series of shares shall not
have the right to vote separately as a class or series upon an amendment to the
Memorandum or Articles to:

(1) increase or decrease any maximum number of authorized shares of such
class or series, or increase any maximum number of authorized shares of a
class or series having rights or privileges equal or superior to the shares
of such class or series;

(2) effect an exchange, reclassification or cancellation of all or part
of the shares of such class or series; or

(3) create a new class or series of shares equal or superior to the
shares of such class or series.

BORROWING POWERS

60. The directors on behalf of the Company may:

(1) raise or borrow money for the purposes of the Company or any of
them;

(2) secure the repayment of funds so raised or borrowed in such manner
and upon such terms and conditions in all respects as they think fit, and
in particular by the execution and delivery of mortgages of the Company's
real or personal property, or by the issue of bonds, debentures or other
securities of the Company secured by mortgage or other charge upon all or
any part of the property of the Company, both present and future, including
its uncalled capital for the time being;

(3) sign or endorse bills, notes, acceptances, cheques, contracts, and
other evidence of or securities for funds borrowed or to be borrowed for
the purposes aforesaid;

(4) pledge debentures as security for loans;

(5) issue, reissue, sell or pledge debt obligations of the Company; and

(6) guarantee obligations of any person.

61. Bonds, debentures and other securities may be made assignable, free from
any equities between the Company and the person to whom such securities were
issued.

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62. Any debt obligations and other securities may be issued at a discount,
premium or otherwise and with special privileges as to redemption, surrender,
drawings, allotment of shares, attending and voting at general meetings of the
Company, appointment of directors and other matters.

63. The directors may from time to time authorize any director or directors,
officer or officers, employee of the Company or other person or persons,
whether connected with the Company or not, to make arrangements with reference
to the monies borrowed or to be borrowed as aforesaid and as to the terms and
conditions of the loan thereof and as to the securities to be given therefor,
with power to vary or modify such arrangements, terms and conditions and to
give such additional debt obligations for any monies borrowed or remaining due
by the Company as the directors of the Company may authorize and generally to
manage, transact and settle the borrowing of money by the Company.

64. The directors may from time to time authorize any director or directors,
officer or officers, employee of the Company or other person or persons,
whether connected with the Company or not, to sign, execute and give on behalf
of the Company all documents, agreements and promises necessary or desirable
for the purposes aforesaid and to draw, make, accept, endorse, execute and
issue cheques, promissory notes, bills of exchange, bills of lading and other
negotiable or transferable instruments and the same and all renewals thereof or
substitutions therefor so signed shall be binding upon the Company.

65. The words "debt obligations" as used herein mean bonds, debentures,
notes or other similar obligations or guarantees of such an obligation, whether
secured or unsecured.

66. The directors may from time to time charge, hypothecate, mortgage or
pledge any or all of the assets of the Company not only by means of bonds and
debentures by way of fixed charge or charges or by way of floating charge or
charges, but also by any other instrument or instruments for the purposes of
securing any past or existing or new or future liability direct or indirect of
the Company or for the purpose of securing any bonds, debentures or other
securities or liabilities of the Company or of any other body corporate.

GENERAL MEETINGS

67. Ordinary general meetings of the Company shall be held at least once in
every calendar year at such time and place as may be determined by the
directors and not later than 15 months after the preceding ordinary general
meeting. All other meetings of the Company shall be called special general
meetings. Ordinary or special general meetings may be held either within or
outside Canada as the directors may determine.

68. The President, a vice-president or the directors may at any time convene
a special general meeting, and the directors, upon the requisition of
shareholders in accordance with the Act shall forthwith proceed to convene such
meeting or meetings to be held at such time and place or times and places as
the directors determine.

69. The requisition shall state the objects of the meeting requested, be
signed by the requisitionists and deposited at the Office of the Company. It
may consist of several documents in like form each signed by one or more of the
requisitionists.

70. At least 21 clear days' notice, or such longer period of notice as may
be required by the Act, of every general meeting, specifying the place, day and
hour of the meeting and, when special business is to be considered, the general
nature of such business, shall be given to the shareholders entitled to be
present at such meeting, to each director, and to the auditor, by notice given
as permitted by these Articles. With the consent in writing of all the
shareholders entitled to vote at such meeting, a meeting may be convened by a
shorter notice and in any manner they think fit, or notice of the time, place
and purpose of the meeting may be waived by all of the shareholders.

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71. The management of the Company shall, concurrently with or prior to
sending notice of a meeting of the shareholders of the Company, send a form of
proxy to each shareholder entitled to receive notice of such meeting.

72. When it is proposed to pass a special resolution, the two meetings may
be convened by the same notice, and it shall be no objection to such notice
that it only convenes the second meeting contingently upon the resolution being
passed by the requisite majority at the first meeting.

RECORD DATES

73.

(1) The directors may fix in advance a date as the record date for the
determination of shareholders

(1) entitled to receive payment of a dividend or entitled to receive any
distribution;

(2) entitled to receive notice of a meeting; or

(3) for any other purpose.

(2) If no record date is fixed, the record date for the determination of
shareholders

(1) entitled to receive notice of a meeting shall be the day immediately
preceding the day on which the notice is given, or, if no notice is given,
the day on which the meeting is held; and

(2) for any other purpose shall be the day on which the directors pass
the resolution relating to the particular purpose.

PROCEEDINGS AT GENERAL MEETINGS

74. The business of an ordinary general meeting shall be to receive and
consider the financial statements of the Company and the report of the
directors and the report, if any, of the auditors, to elect directors in the
place of those retiring and to transact any other business which under these
Articles ought to be transacted at an ordinary general meeting.

75. No business shall be transacted at any general meeting unless the
requisite quorum is present at the commencement of the business. A corporate
shareholder of the Company that has a duly authorized agent or representative
present at any such meeting shall for the purpose of this Article be deemed to
be personally present at such meeting.

76. One person, being a shareholder, proxyholder or representative of a
corporate shareholder, present and entitled to vote shall constitute a quorum
for a general meeting, and may hold a meeting.

77. The Chairman shall be entitled to take the chair at every general
meeting or, if there be no Chairman, or if the Chairman is not present within
fifteen 15 minutes after the time appointed for holding the meeting, the
President or, failing the President, a vice-president shall be entitled to take
the chair. If the Chairman, the President or a vice-president is not present
within 15 minutes after the time appointed for holding the meeting or if all
such persons present decline to take the chair, the shareholders present
entitled to vote at the meeting shall choose another director as chairman and
if no director is present or if all the directors present decline to take the
chair, then such shareholders shall choose one of their number to be chairman.

78. If within half an hour from the time appointed for a general meeting a
quorum is not present, the meeting, if it was convened pursuant to a
requisition of shareholders, shall be dissolved; if it was convened in any
other way, it shall stand adjourned to the same day, in the next week, at the
same time and place. If at the adjourned meeting a quorum is not present within
half an hour from the time appointed for the meeting, the shareholders present
shall be a quorum and may hold the meeting.

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79. Subject to the Act, at any general meeting a resolution put to the
meeting shall be decided by a show of hands unless, either before or on the
declaration of the result of the show of hands, a poll is demanded by the
chairman, a shareholder or a proxyholder; and unless a poll is so demanded, a
declaration by the chairman that the resolution has been carried, carried by a
particular majority, lost or not carried by a particular majority and an entry
to that effect in the Company's book of proceedings shall be conclusive
evidence of the fact without proof of the number or proportion of the votes
recorded in favour or against such resolution.

80. When a poll is demanded, it shall be taken in such manner and at such
time and place as the chairman directs, and either at once or after an interval
or adjournment or otherwise. The result of the poll shall be the resolution of
the meeting at which the poll was demanded. The demand of a poll may be
withdrawn at any time prior to the taking of the poll. When any dispute occurs
over the admission or rejection of a vote, it shall be resolved by the chairman
and such determination made in good faith shall be final and conclusive.

81. The chairman shall not have a casting vote in addition to any vote or
votes that the Chairman has as a shareholder.

82. The Chairman of any meeting of shareholders may, with the consent of the
meeting and subject to such conditions as the meeting may decide, adjourn the
meeting from time to time and from place to place, and no notice of such
adjournment need be given to the shareholders. If a meeting of shareholders is
adjourned for less than thirty (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 thirty (30) days or more, notice of the
adjourned meeting shall be given as for an original meeting but a form of proxy
need not be sent concurrently with or prior to sending the said notice unless
the meeting is adjourned by one or more adjournments for an aggregate of more
than ninety (90) days. Any business may be brought before or dealt with at an
adjourned meeting which might have been brought before or dealt with at the
original meeting in accordance with the notice calling such original meeting.

83. Any poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith without adjournment.

84. 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.

VOTES OF SHAREHOLDERS

85. Votes may be cast either personally or by proxy or, in the case of a
corporate shareholder by a representative duly authorized under the Act. Every
shareholder entitled to vote at a meeting of the company may, by means of a
proxy, appoint a proxyholder or one or more alternate proxyholders, who need
not be shareholders, as that shareholder's nominee to attend and act at the
meeting, to the extent and with the authority conferred by the proxy.

86. Subject to the Act and to any provisions attached to any class or series
of shares concerning voting rights:

(1) on a show of hands every shareholder present in person, every duly
authorized representative of a corporate shareholder, and, if not prevented
from voting by the Act, every proxyholder, shall have one vote; and

(2) on a poll every shareholder present in person, every duly authorized
representative of a corporate shareholder, and every proxyholder, shall
have one vote for every share held;

whether or not such representative or proxyholder is a shareholder.

87. Any person entitled to transfer shares upon the death or bankruptcy of
any shareholder or in any way other than by allotment or transfer may vote at
any general meeting in respect thereof in the same manner as if

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such person were the registered holder of such shares so long as the directors
are satisfied at least 48 hours before the time of holding the meeting of such
person's right to transfer such shares.

88. Where two or more persons hold the same share or shares jointly, any one
of them present in person or by proxy at a meeting of shareholders has the
right in the absence of the other or others to vote in respect of such share or
shares, but, if more than one of such persons are present or represented by
proxy and vote, they shall vote together as one on the share or shares jointly
held by them.

89. A proxy shall be in writing and executed by the shareholder or the
shareholder's attorney authorized in writing or, if the shareholder is a
corporation, by an officer or attorney thereof duly authorized or by a
representative authorized in the manner referred to in these Articles. A proxy
ceases to be valid one year from its date. A proxy or other authority of a
corporate shareholder does not require its seal. Holders of Share Warrants
shall not be entitled to vote by proxy in respect of the shares included in
such warrants unless otherwise expressed in such warrants.

90. A shareholder of the company that is a corporation may, by resolution of
its directors or other governing body authorize such person as it thinks fit to
act as its representative at any meeting of the Company or at any meeting of
any class of shareholders of the Company. A person authorized as aforesaid
shall be entitled to exercise the same powers on behalf of the shareholder
which he or she represents as that shareholder could exercise if it were an
individual shareholder of the Company.

91. A shareholder of unsound mind in respect of whom an order has been made
by any court of competent jurisdiction may vote by guardian or other person in
the nature of a guardian appointed by that court, and any such guardian or
other person may vote by proxy.

92. A proxy and the power of attorney or other authority, if any, under
which it is signed or a notarially certified copy of that power or authority
shall be deposited at the Office of the Company or at such other place as the
directors may direct. The directors may, by resolution, fix a time not
exceeding 48 hours excluding Saturdays and holidays preceding any meeting or
adjourned meeting before which time proxies to be used at that meeting must be
deposited with the Company at its Office or with an agent of the Company.
Notice of the requirement for depositing proxies shall be given in the notice
calling the meeting. The chairman of the meeting shall determine all questions
as to validity of proxies and other instruments of authority.

93. A vote given in accordance with the terms of a proxy shall be valid
notwithstanding the previous death of the principal, the revocation of the
proxy, or the transfer of the share in respect of which the vote is given,
provided no intimation in writing of the death, revocation or transfer is
received at the Office of the Company before the meeting or by the chairman of
the meeting before the vote is given.

94. Every form of proxy shall comply with the Act and its regulations and
subject thereto may be in the following form:

I, of being a shareholder of hereby
appoint of (or failing him/her of )
as proxy holder to attend and to vote for me and on my behalf at the
ordinary/special general meeting of the Company, to be held on the
day of and at any adjournment thereof, or at any meeting of the Company
which may be held prior to [insert specified date or event].

[If the proxy is solicited by or behalf of the management of the
Company, insert a statement to that effect.]

Dated this day of . Shareholder

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95. A person who solicits a proxy and is appointed a proxyholder shall
attend in person or cause an alternate proxyholder to attend the meeting in
respect of which the proxy is given and comply with the directions of the
shareholder who appointed the person.

96. A proxyholder or any alternate proxyholder has the same rights as the
shareholder who appointed such proxyholder to speak at a meeting of the Company
in respect of any matter, to vote by way of ballot at the meeting and, except
where a proxyholder or an alternate proxyholder has conflicting instructions
from more than one shareholder, to vote at such meeting in respect of any
matter by way of show of hands.

97. Notwithstanding anything else contained herein, where the Chairman of a
meeting of the Company declares to the meeting that, to the best of the
Chairman's belief, if a ballot is conducted, the total number of votes attached
to the shares represented at the meeting by proxy required to be voted against
what will be the decision of the meeting in relation to any matter or group of
matters is less than five per cent of all the votes that might be cast at the
meeting on such ballot, and where a shareholder, proxyholder or alternate
proxyholder does not demand a ballot,

(1) the Chairman may conduct the vote in respect of that matter or group
of matters by a show of hands; and

(2) a proxyholder or alternate proxyholder may vote in respect of that
matter or group of matters by a show of hands.

98. Subject to the Act, no shareholder shall be entitled to be present or to
vote on any question, either personally or by proxy, at any general meeting or
to be reckoned in a quorum while any call is due and payable to the Company in
respect of any of the shares of such shareholder.

99. A resolution, including a special resolution, in writing and signed by
every shareholder who would be entitled to vote on the resolution at a meeting
is as valid as if it were passed by such shareholders at a meeting and
satisfies all of the requirements of the Act respecting meetings of
shareholders.

DIRECTORS

100. Unless otherwise determined by resolution of shareholders, the number
of directors shall not be less than five or more than eleven.

101. The continuing directors may act notwithstanding any vacancy in their
body, but if their number falls below the minimum permitted, the directors
shall not, except in emergencies or for the purpose of filling vacancies, act
so long as their number is below the minimum.

102. A director may, in conjunction with the office of director, and on such
terms as to remuneration and otherwise as the directors arrange or determine,
hold any other office or place of profit under the Company or under any company
in which the Company is a shareholder or is otherwise interested.

103. The directors may determine the remuneration to be paid to the
directors, officers, agents and employees of the Company.

104. The office of a director shall ipso facto be vacated if the director:

(1) becomes bankrupt or makes an assignment for the benefit of
creditors;

(2) is, or is found by a court of competent jurisdiction to be, of
unsound mind;

(3) by notice in writing to the Company, resigns the office of director;
or

(4) is removed in the manner provided by these Articles.

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105. No director shall be disqualified by holding the office of director
from contracting with the Company, either as vendor, purchaser, or otherwise,
nor shall any such contract, or any contract or arrangement entered into or
proposed to be entered into by or on behalf of the Company in which any
director is in any way interested, either directly or indirectly, be avoided,
nor shall any director so contracting or being so interested be liable to
account to the Company for any profit realized by any such contract or
arrangement by reason only of such director holding that office or of the
fiduciary relations thereby established, provided the director makes a
declaration or gives a general notice in accordance with the Act. No director
shall, as a director, vote in respect of any contract or arrangement in which
the director is so interested, and if the director does so vote, such vote
shall not be counted. This prohibition may at any time or times be suspended or
relaxed to any extent by a resolution of the shareholders and shall not apply
to any contract by or on behalf of the Company to give to the directors or any
of them any security for advances or by way of indemnity.

ELECTION OF DIRECTORS

106. The directors of the Company shall be elected and shall retire in
rotation. At each ordinary general meeting the shareholders may elect directors
to hold office until the dissolution of the third ordinary general meeting
after their election. Subject to these Articles, directors whose terms of
office have expired shall retire from office at the dissolution of every
ordinary general meeting and shall be succeeded by any directors elected at
such meeting. Subject to the Act, any vacancy among directors whose election is
not the exclusive right of the holders of any class or series of shares may be
filled for the remainder of the unexpired term by the shareholders at a special
meeting called for the purpose.

107. If at any ordinary general meeting at which an election of directors
ought to take place no such election takes place, or if no ordinary general
meeting is held in any year or period of years, the retiring directors shall
continue in office until their successors are elected.

108. The Company may by resolution of its shareholders elect any number of
directors permitted by these Articles and may determine or alter their
qualification.

109. The Company may, by special resolution or in any other manner permitted
by statute, remove any director before the expiration of such director's period
of office and may, if desired, appoint a replacement to hold office during such
time only as the director so removed would have held office.

110. The directors may appoint any other person as a director so long as the
total number of directors does not at any time exceed the maximum number
permitted. No such appointment, except to fill a casual vacancy, shall be
effective unless two-thirds of the directors concur in it. Subject to these
Articles, any director appointed between meetings of the shareholders shall
have a term determined by the directors at the time of his or her appointment
which shall not exceed the date of the third ordinary general meeting after the
date of his or her appointment and, in the absence of any such determination of
the term of such director, such director shall remain a director until the next
ordinary general meeting. Any casual vacancy occurring among the directors may
be filled by the directors, but any person so chosen shall retain office only
so long as the vacating director would have retained it if the vacating
director had continued as director.

COMMITTEES

111. The directors may in their discretion appoint such committees as are
deemed appropriate, and delegate to such committees any of the powers of the
directors except those which the directors are prohibited by the Act from
delegating. Any committee so formed shall in the exercise of the powers so
delegated conform to any regulations that may be imposed on them by the
directors.

112. 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

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to vote on that resolution at a meeting of the committee. Meetings of any
committee may be held at any place within or outside Canada.

113. Unless otherwise determined by the directors, each committee shall have
the power to fix its quorum at not less than a majority of its members, to
elect its chairman and to regulate its procedure.

AUDIT COMMITTEE

114. The directors shall appoint an audit committee composed of such number
of directors as they see fit, to hold office until the next annual general
meeting of the shareholders.

115. The audit committee shall review the financial statements of the
Company and shall report thereon to the directors before such financial
statements are approved by the directors.

116. The auditor of the Company is entitled to receive notice of every
meeting of the audit committee and, at the expense of the Company, to attend
and be heard thereat, and, if so requested by a member of the audit committee,
shall attend every meeting of the committee held during the term of office of
the auditor.

117. The auditor of the Company or a member of the audit committee may call
a meeting of the committee.

PROCEEDINGS OF DIRECTORS

118. Subject to any limitations set out herein, the directors may meet
together for the dispatch of business, adjourn and otherwise regulate their
meetings and proceedings, as they think fit.

119. The directors may appoint a day or days in any month or months for
regular meetings of the directors at a place and hour to be named. A copy of
any resolution of the directors 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.

120. The directors shall determine the quorum, provided in no event shall a
quorum be less than a majority of the number of directors. If no quorum has
been determined by the directors, then the quorum shall be a majority of the
number of directors so or determined by the shareholders or directors as the
case may be.

121. If all directors of the Company entitled to attend a meeting either
generally or specifically consent, a director may participate in a meeting of
directors or of a committee of directors by means of such telephone or other
communications facilities as permit all persons participating in the meeting to
hear each other, and a director participating in such a meeting by such means
is deemed to be present at that meeting for purposes of these Articles.

122. Meetings of directors may be held either within or outside Canada and
the directors may from time to time make arrangements relating to the time and
place of holding directors' meetings, the notices to be given for such meetings
and what meetings may be held without notice. Unless otherwise provided by such
arrangements:

(1) a meeting of directors may be held at the close of every ordinary
general meeting of the Company without notice;

(2) notice of every other directors' meeting may be given as permitted
by these Articles to each director at least 48 hours before the time fixed
for the meeting; and

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(3) a meeting of directors may be held without formal notice if all the
directors are present or if those absent have signified their assent to
such meeting or their consent to the business transacted at such meeting.

123. The Chairman, President, or any two directors may at any time, and the
Secretary, upon the request of the President or any director, shall summon a
meeting of the directors to be held at the Office of the Company. The
President, the Chairman or a majority of the directors may at any time, and the
Secretary, upon the request of the President, the Chairman or a majority of the
directors, shall summon a meeting to be held elsewhere.

124. (1) Questions arising at any meeting of directors shall be decided by a
majority of votes. The chairman of the meeting may vote as a director but shall
not have a second or casting vote.

(2) At any meeting of directors the chairman shall receive and count
the vote of any director not present in person at such meeting on any
question or matter arising at such meeting whenever such absent director
has indicated by telegram, letter or other writing lodged with the
chairman of such meeting the manner in which the absent director desires
to vote on such question or matter and such question or matter has been
specifically mentioned in the notice calling the meeting as a question or
matter to be discussed or decided thereat. In respect of any such
question or matter so mentioned in such notice any director may give to
any other director a proxy authorizing such other director to vote for
such first named director at such meeting, and the chairman of such
meeting, after such proxy has been so lodged, shall receive and count any
vote given in pursuance thereof notwithstanding the absence of the
director giving such proxy.

125. If no Chairman is elected, or if at any meeting of directors the
Chairman is not present within five minutes after the time appointed for
holding the meeting, or declines to take the chair, the President, if a
director, shall preside. If the President is not a director, is not present at
such time or declines to take the chair, a vice-president who is also a
director shall preside. If no person described above is present at such time
and willing to take the chair, the directors present shall choose some one of
their number to be chairman of the meeting.

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

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

128. A resolution in writing and signed by every director who would be
entitled to vote on the resolution at a meeting is as valid as if it were
passed by such directors at a meeting.

129. If any one or more of the directors is called upon to perform extra
services or to make any special exertions in going or residing abroad or
otherwise for any of the purposes of the Company or the business thereof, the
Company may remunerate the director or directors so doing, either by a fixed
sum or by a percentage of profits or otherwise. Such remuneration shall be
determined by the directors and may be either in addition to or in substitution
for remuneration otherwise authorized by these Articles.

130. Notice of an adjourned meeting of the directors is not required if the
time and place of the adjourned meeting is announced at the original meeting or
the adjourned meeting preceding the applicable adjourned meeting, if the
original meeting is adjourned on more than one occasion.

131. Any director of the Company may file with the Secretary a written
waiver of notice of any meetings of the directors and may at any time withdraw
such waiver, and until such waiver is withdrawn, no notice of

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meetings of directors need be sent to such director, and any and all meetings
of the directors shall (provided a quorum is present) be validly constituted
notwithstanding that notice shall not have been given to such director.

MANAGING DIRECTORS

132. The directors may appoint one or more of their number to be managing
directors of the Company, either for a fixed term or otherwise, and may remove
or dismiss them from office and appoint replacements.

133. Subject to the provisions of any contract between a managing director
and the Company, a managing director shall be subject to the same provisions as
to resignation and removal as the other directors of the Company. A managing
director who for any reason ceases to hold the office of director shall ipso
facto immediately cease to be a managing director.

134. The remuneration of a managing director shall from time to time be
fixed by the directors and may be by way of any or all of salary, commission
and participation in profits.

135. The directors may from time to time entrust to and confer upon a
managing director such of the powers exercisable under these Articles by the
directors as they think fit, and may confer such powers for such time, and to
be exercised for such objects and purposes and upon such terms and conditions,
and with such restrictions as they think expedient; and they may confer such
powers either collaterally with, or to the exclusion of, and in substitution
for, all or any of the powers of the directors in that behalf; and may from
time to time revoke, withdraw, alter or vary all or any of such powers.

CHAIRMAN

136. The directors may elect one of their number to be Chairman and may
determine the period during which the Chairman is to hold office. The Chairman
shall perform such duties and receive such special remuneration as the
directors may provide.

PRESIDENT AND VICE-PRESIDENTS

137. The directors may appoint the President of the Company, who need not be
a director, and may determine the period for which the President is to hold
office. The President shall have general supervision of the business of the
Company and shall perform such duties as may be assigned from time to time by
the directors.

138. The directors may also appoint vice-presidents, who need not be
directors, and may determine the periods for which they are to hold office. A
vice-president shall, at the request of the President or the directors and
subject to the directions of the directors, perform the duties of the President
during the absence, illness or incapacity of the President, and shall also
perform such duties as may be assigned by the President or the directors.

SECRETARY AND TREASURER

139. The directors shall appoint a Secretary of the Company to keep minutes
of shareholders' and directors' meetings and perform such other duties as may
be assigned by the directors. The directors may also appoint a temporary
substitute for the Secretary who shall, for the purposes of these Articles, be
deemed to be the Secretary.

140. The directors may appoint a treasurer of the Company to carry out such
duties as the directors may assign.

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OFFICERS

141. The directors may elect or appoint such other officers of the Company,
having such powers and duties, as they think fit.

142. If the directors so decide the same person may hold more than one of
the offices provided for in these Articles.

REGISTERS

143. The directors shall cause to be kept at the Company's Office in
accordance with the provisions of the Act a Register of the shareholders of
the Company, a register of the holders of bonds, debentures and other
securities of the Company and a register of its directors. Branch registers of
the shareholders and of the holders of bonds, debentures and other securities
may be kept elsewhere, either within or without Canada, in accordance with the
Act.

MINUTES

144. The directors shall cause minutes to be entered in books designated
for the purpose:

(1) of all appointments of officers;

(2) of the names of directors present at each meeting of directors and
of any committees of directors;

(3) of all orders made by the directors and committees of directors; and

(4) of all resolutions and proceedings of meetings of shareholders and
of directors.

Any such minutes of any meeting of directors or of any committee of
directors or of shareholders, if purporting to be signed by the chairman of
such meeting or by the chairman of the next succeeding meeting, shall be
receivable as prima facie evidence of the matters stated in such minutes.

POWERS OF DIRECTORS

145. The management of the business of the Company is vested in the
directors who, in addition to the powers and authorities by these Articles or
otherwise expressly conferred upon them, may exercise all such powers and do
all such acts and things as may be exercised or done by the Company and are
not hereby or by statute expressly directed or required to be exercised or
done by the shareholders, but subject nevertheless to the provisions of any
statute, the Memorandum or these Articles. No modification of the Memorandum
or these Articles shall invalidate any prior act of the directors that would
have been valid if such modification had not been made.

146. Without restricting the generality of the terms of any of these
Articles and without prejudice to the powers conferred thereby, the directors
may:

(1) take such steps as they think fit to carry out any agreement or
contract made by or on behalf of the Company;

(2) pay costs, charges and expenses preliminary and incidental to the
promotion, formation, establishment, and registration of the Company;

(3) purchase or otherwise acquire for the Company any property, rights
or privileges that the Company is authorized to acquire, at such price and
generally on such terms and conditions as they think fit;

D-19

(4) pay for any property, rights or privileges acquired by, or services
rendered to the Company either wholly or partially in cash or in shares
(fully paid-up or otherwise), bonds, debentures or other securities of the
Company;

(5) subject to the Act, secure the fulfilment of any contracts or
engagements entered into by the Company by mortgaging or charging all or
any of the property of the Company and its unpaid capital for the time
being, or in such other manner as they think fit;

(6) appoint, remove or suspend at their discretion such experts,
managers, secretaries, treasurers, officers, clerks, agents and servants
for permanent, temporary or special services, as they from time to time
think fit, and determine their powers and duties and fix their salaries or
emoluments and require security in such instances and to such amounts as
they think fit;

(7) accept a surrender of shares from any shareholder insofar as the
law permits and on such terms and conditions as may be agreed;

(8) appoint any person or persons to accept and hold in trust for the
Company any property belonging to the Company, or in which it is
interested, execute and do all such deeds and things as may be required in
relation to such trust, and provide for the remuneration of such trustee or
trustees;

(9) institute, conduct, defend, compound or abandon any legal
proceedings by and against the Company, its directors or its officers or
otherwise concerning the affairs of the Company, and also compound and
allow time for payment or satisfaction of any debts due and of any claims
or demands by or against the Company;

(10) refer any claims or demands by or against the Company to
arbitration and observe and perform the awards;

(11) make and give receipts, releases and other discharges for amounts
payable to the Company and for claims and demands of the Company;

(12) determine who may exercise the borrowing powers of the Company and
sign on the Company's behalf bonds, debentures or other securities, bills,
notes, receipts, acceptances, assignments, transfers, hypothecations,
pledges, endorsements, cheques, drafts, releases, contracts, agreements and
all other instruments and documents;

(13) provide for the management of the affairs of the Company abroad in
such manner as they think fit, and in particular appoint any person to be
the attorney or agent of the Company with such powers (including power to
sub-delegate) and upon such terms as may be thought fit;

(14) invest and deal with any funds of the Company in such securities
and in such manner as they think fit; and vary or realize such investments;

(15) subject to the Act, execute in the name and on behalf of the
Company in favour of any director or other person who may incur or be about
to incur any personal liability for the benefit of the Company such
mortgages of the Company's property, present and future, as they think fit;

(16) give any officer or employee of the Company a commission on the
profits of any particular business or transaction or a share in the general
profits of the Company;

(17) set aside out of the profits of the Company before declaring any
dividend such amounts as they think proper as a reserve fund to meet
contingencies or provide for dividends, depreciation, repairing, improving
and maintaining any of the property of the Company and such other purposes
as the directors may in their absolute discretion think in the interests of
the Company; and invest such amounts in such investments as they think fit,
and deal with and vary such investments, and dispose of all or any part of
them for the benefit of the Company, and divide the reserve fund into such
special funds as they think fit, with full power to employ the assets
constituting the reserve fund in the business of the Company without being
bound to keep them separate from the other assets;

D-20

(18) make, vary and repeal rules respecting the business of the Company,
its officers and employees, the shareholders of the Company or any section
or class of them;

(19) enter into all such negotiations and contracts, rescind and vary
all such contracts, and execute and do all such acts, deeds and things in
the name and on behalf of the Company as they consider expedient for or in
relation to any of the matters aforesaid or otherwise for the purposes of
the Company;

(20) provide for the management of the affairs of the Company in such
manner as they think fit.

SOLICITORS

147. The Company may employ or retain solicitors any of whom may, at the
request or on the instruction of the directors, the Chairman, the President or
a managing director, attend meetings of the directors or shareholders, whether
or not the solicitor is a shareholder or a director of the Company. A
solicitor who is also a director may nevertheless charge for services rendered
to the Company as a solicitor.

THE SEAL

148. The directors shall arrange for the safe custody of the common seal of
the Company (the "Seal"). The Seal may be affixed to any instrument in the
presence of and contemporaneously with the attesting signature of (i) any
director or officer acting within such person's authority or (ii) any person
under the authority of a resolution of the directors or a committee thereof.
For the purpose of certifying documents or proceedings the Seal may be affixed
by any director or the President, a vice-president, the Secretary, an
assistant secretary or any other officer of the Company without the
authorization of a resolution of the directors.

149. The Company may have facsimiles of the Seal which may be used
interchangeably with the Seal.

150. The Company may have for use at any place outside the Province of Nova
Scotia, as to all matters to which the corporate existence and capacity of the
Company extends, an official seal that is a facsimile of the Seal of the
Company with the addition on its face of the name of the place where it is to
be used; and the Company may by writing under its Seal authorize any person to
affix such official seal at such place to any document to which the Company is
a party.

DIVIDENDS

151. The directors may from time to time declare such dividend as they deem
proper upon shares of the Company according to the rights and restrictions
attached to any class or series of shares, and may determine the date upon
which such dividend will be payable and that it will be payable to the persons
registered as the holders of the shares on which it is declared at the close
of business upon a record date. No transfer of such shares registered after
the record date shall pass any right to the dividend so declared.

152. No dividends shall be payable except out of the profits, retained
earnings or contributed surplus of the Company and no interest shall be
payable on any dividend except insofar as the rights attached to any class or
series of shares provide otherwise.

153. The declaration of the directors as to the amount of the profits,
retained earnings or contributed surplus of the Company shall be conclusive.

154. The directors may from time to time pay to the shareholders such
interim dividends as in their judgment the position of the Company justifies.

D-21

155. Subject to the Memorandum, these Articles and the rights and
restrictions attached to any class or series of shares, dividends may be
declared and paid to the shareholders in proportion to the amount of capital
paid-up on the shares (not including any capital paid-up bearing interest) held
by them respectively.

156. The directors may deduct from the dividends payable to any shareholder
amounts due and payable by the shareholder to the Company on account of calls,
installments or otherwise, and may apply the same in or towards satisfaction of
such amounts so due and payable.

157. The directors may retain any dividends on which the Company has a lien,
and may apply the same in or towards satisfaction of the debts, liabilities or
engagements in respect of which the lien exists.

158. The directors may retain the dividends payable upon shares to which a
person is entitled or entitled to transfer upon the death or bankruptcy of a
shareholder or in any way other than by allotment or transfer, until such
person has become registered as the holder of such shares or has duly
transferred such shares.

159. When the directors declare a dividend on a class or series of shares
and also make a call on such shares payable on or before the date on which the
dividend is payable, the directors may retain all or part of the dividend and
set off the amount retained against the call.

160. The directors may declare that a dividend be paid by the distribution
of cash, paid-up shares (at par or at a premium), debentures, bonds or other
securities of the Company or of any other company or any other specific assets
held or to be acquired by the Company or in any one or more of such ways.

161. The directors may settle any difficulty that may arise in regard to the
distribution of a dividend as they think expedient, and in particular without
restricting the generality of the foregoing may issue fractional certificates,
may fix the value for distribution of any specific assets, may determine that
cash payments will be made to any shareholders upon the footing of the value so
fixed or that fractions may be disregarded in order to adjust the rights of all
parties, and may vest cash or specific assets in trustees upon such trusts for
the persons entitled to the dividend as may seem expedient to the directors.

162. Any person registered as a joint holder of any share may give effectual
receipts for all dividends and payments on account of dividends in respect of
such share.

163. Unless otherwise determined by the directors, any dividend may be paid
by a cheque or warrant delivered to or sent through the post to the registered
address of the shareholder entitled, or, when there are joint holders, to the
registered address of that one whose name stands first on the register for the
shares jointly held. Every cheque or warrant so delivered or sent shall be made
payable to the order of the person to whom it is delivered or sent. The mailing
or other transmission to a shareholder at the shareholder's registered address
(or, in the case of joint shareholders at the address of the holder whose name
stands first on the register) of a cheque payable to the order of the person to
whom it is addressed for the amount of any dividend payable in cash after the
deduction of any tax which the Company has properly withheld, shall discharge
the Company's liability for the dividend unless the cheque is not paid on due
presentation. If any cheque for a dividend payable in cash is not received, the
Company shall issue to the shareholder a replacement cheque for the same amount
on such terms as to indemnity and evidence of non-receipt as the directors may
impose. No shareholder may recover by action or other legal process against the
Company any dividend represented by a cheque that has not been duly presented
to a banker of the Company for payment or that otherwise remains unclaimed for
6 years from the date on which it was payable.

164. Any dividend unclaimed after a period of six (6) years from the date on
which the same was declared to be payable shall be forfeited and shall revert
to the Company.

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ACCOUNTS

165. The directors shall cause proper books of account to be kept of the
amounts received and expended by the Company, the matters in respect of which
such receipts and expenditures take place, all sales and purchases of goods by
the Company, and the assets, credits and liabilities of the Company.

166. The books of account shall be kept at the head office of the Company or
at such other place or places as the directors may direct.

167. The directors shall from time to time determine whether and to what
extent and at what times and places and under what conditions the accounts and
books of the Company or any of them shall be open to inspection of the
shareholders, and no shareholder shall have any right to inspect any account or
book or document of the Company except as conferred by statute or authorized by
the directors or a resolution of the shareholders.

168. At the ordinary general meeting in every year the directors shall lay
before the Company such financial statements and reports in connection
therewith as may be required by the Act or other applicable statute or
regulation thereunder and shall distribute copies thereof at least 21 days
prior to such ordinary general meeting and to such persons as may be required
by statute or regulation.

AUDITORS AND AUDIT

169. The shareholders of the Company shall at each ordinary general meeting
appoint an auditor or auditors to hold office until the next ordinary general
meeting. If at any general meeting at which the appointment of an auditor or
auditors is to take place and no such appointment takes place, or if no
ordinary general meeting is held in any year or period of years, the directors
shall appoint an auditor or auditors to hold office until the next ordinary
general meeting.

170. The first auditors of the Company may be appointed by the directors at
any time before the first ordinary general meeting and the auditors so
appointed shall hold office until such meeting unless previously removed by a
resolution of the shareholders, in which event the shareholders may appoint
auditors.

171. The directors may fill any casual vacancy in the office of the auditor
but while any such vacancy continues the surviving or continuing auditor or
auditors, if any, may act.

172. The Company may appoint as auditor any person, including a shareholder,
not disqualified by statute.

173. An auditor may be removed or replaced in the circumstances and in the
manner specified in the Act.

174. The remuneration of the auditors shall be fixed by the shareholders, or
by the directors pursuant to authorization given by the shareholders, except
that the remuneration of an auditor appointed to fill a casual vacancy may be
fixed by the directors.

175. The auditors shall conduct such audit as may be required by the Act and
their report, if any, shall be dealt with by the Company as required by the
Act.

NOTICES

176. A notice (including any communication or document) shall be
sufficiently given, delivered or served by the Company upon a shareholder,
director, officer or auditor by personal delivery at such person's registered
address (or, in the case of a director, officer or auditor, last known address)
or by prepaid mail, telegraph, telex, facsimile machine or other electronic
means of communication addressed to such person at such address.

D-23

177. Shareholders having no registered address shall not be entitled to
receive notice.

178. The holder of a Share Warrant shall not, unless otherwise expressed
therein, be entitled in respect thereof to notice of any general meeting of
the Company.

179. All notices with respect to registered shares to which persons are
jointly entitled may be sufficiently given to all joint holders thereof by
notice given to whichever of such persons is named first in the Register for
such shares.

180. Any notice sent by mail shall be deemed to be given, delivered or
served on the earlier of actual receipt and the third business day following
that upon which it is mailed, and in proving such service it shall be
sufficient to prove that the notice was properly addressed and mailed with the
postage prepaid thereon. Any notice given by electronic means of communication
shall be deemed to be given when entered into the appropriate transmitting
device for transmission. A certificate in writing signed on behalf of the
Company that the notice was so addressed and mailed or transmitted shall be
conclusive evidence thereof.

181. Every person who by operation of law, transfer or other means
whatsoever becomes entitled to any share shall be bound by every notice in
respect of such share that prior to such person's name and address being
entered on the Register was duly served in the manner hereinbefore provided
upon the person from whom such person derived title to such share.

182. Any notice delivered, sent or transmitted to the registered address of
any shareholder pursuant to these Articles, shall, notwithstanding that such
shareholder is then deceased and that the Company has notice thereof, be
deemed to have been served in respect of any registered shares, whether held
by such deceased shareholder solely or jointly with other persons, until some
other person is registered as the holder or joint holder thereof, and such
service shall for all purposes of these Articles be deemed a sufficient
service of such notice on the heirs, executors or administrators of the
deceased shareholder and all joint holders of such shares.

183. Any notice may bear the name or signature, manual or reproduced, of
the person giving the notice.

184. When a given number of days' notice or notice extending over any other
period is required to be given, the day of service and the day upon which such
notice expires shall not, unless it is otherwise provided, be counted in such
number of days or other period.

185. The accidental omission to give any notice to any shareholder,
director, holder or auditor or the non-receipt of any notice by any
shareholder, director, officer or auditor 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.

186. A certificate of the Secretary or other duly authorized officer of the
Company in office at the time of the making of the certificate, or of any
agent of the Company as to facts in relation to the sending of any notice to
any shareholder, director, officer, auditor or member of a committee of the
directors of the Company shall be conclusive evidence thereof and shall be
binding on every shareholder, director, officer, auditor or member of a
committee of the directors of the Company as the case may be.

187. Any shareholder (or his duly appointed proxy), director, officer,
auditor or a member of a committee of the directors may waive any notice
required to be given under any provision of the Act or these Articles and such
waiver, whether given before or after the meeting or other event of which
notice is required to be given, shall cure any default in giving such notice.
Any shareholder (or his duly appointed proxy) may waive any irregularity in
any meeting of shareholders.

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INDEMNITY

188. No director or officer, former director or officer, or person who acts
or acted at the Company's request, as a director or officer of the Company, a
body corporate, partnership or other association of which the Company is or was
a shareholder, partner, member or creditor, in the absence of any dishonesty on
such person's part, shall be liable for the acts, receipts, neglects or
defaults of any other director, officer or such person, or for joining in any
receipt or other 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 for or on behalf of the Company, or through the
insufficiency or deficiency of any security in or upon which any of the funds
of the Company are invested, or for any loss or damage arising from the
bankruptcy, insolvency or tortious acts of any person with whom any funds,
securities or effects are deposited, or for any loss occasioned by error of
judgment or oversight on the part of such person, or for any other loss, damage
or misfortune whatsoever which happens in the execution of the duties of such
person or in relation thereto.

189. The directors of the Company are hereby authorized from time to time to
cause the Company to give indemnities to any director or other person who has
undertaken or is about to undertake any liability on behalf of the Company and
to secure such director or other person against loss by mortgage and charge
upon the whole or any part of the real and personal property of the Company by
way of security. Any action from time to time taken by the directors under this
paragraph shall not require approval or confirmation by the shareholders.

GENERAL

190. The banking business of the Company or any part thereof shall be
transacted with such chartered banks, trust companies or other financial
institutions as the directors may by resolution from time to time determine.

Cheques on the bank accounts, drafts drawn or accepted by the Company,
promissory notes given by it, acceptances, bills of exchange, orders for
the payment of money and other instruments of a like nature may be made,
signed, drawn, accepted or endorsed, as the case may be, by such officer or
officers, person or persons as the directors may by resolution from time to
time name for that purpose.

Cheques, promissory notes, bills of exchange, orders for the payment of
money and other negotiable paper may be endorsed for deposit to the credit
of the Company's bank account by such officer or officers, person or
persons, as the directors may by resolution from time to time name for that
purpose, or they may be endorsed for such deposit by means of a stamp
bearing the Company's name.

191. Any instruments in writing may be signed in the name of and on behalf
of the Company by two persons, one of whom holds the office of Chairman,
President, Vice-President or director and the other of whom holds one of the
said offices or the office of Secretary or Treasurer and any instrument in
writing so signed shall be binding upon the Company without any further
authorization or formality. In the event that the Company has only one officer
and director, that person alone may sign any instruments in writing in the name
of and on behalf of the Company. The directors shall have power from time to
time by resolution to appoint any other officer or officers or any person or
persons on behalf of the Company either to sign instruments in writing
generally or to sign specific instruments in writing.

The term "Instruments in writing" as used herein shall, without limiting
the generality thereof, include contracts, documents, deeds, mortgages,
hypothecs, charges, security interests, conveyances, transfers and
assignments of property (real or personal, immoveable or movable),
agreements, tenders, releases, proxies, receipts and discharges for the
payment of money or other obligations, conveyances, transfers and
assignments of shares, stocks, bonds, debentures or other securities and
all paper writings.

192. In particular, without limiting the generality of the foregoing,
execution as provided in these Articles shall be adequate to sell, assign,
transfer, exchange, convert or convey any securities, rights and warrants.

D-25

193. The invalidity or unenforceability of any provision of these Articles
shall not affect the validity or enforceability of the remaining provisions of
these Articles.

194. The financial year of the Company shall terminate on such day in each
year as is from time to time established by the directors.

REMINDERS

195. The directors shall comply with the following provisions of the Act or
the Corporations Registration Act (Nova Scotia) where indicated:

(1) Keep a current register of shareholders (Section 42).

(2) Keep a current register of directors, officers and managers, send
to the Registrar a copy thereof and notice of all changes therein (Section
98).

(3) Keep a current register of holders of bonds, debentures and other
securities (Section 111 and Third Schedule).

(4) Send notice to the Registrar of any redemption or purchase of
preference shares (Section 50).

(5) Send notice to the Registrar of any consolidation, division,
conversion or reconversion of the share capital or stock of the Company
(Section 53).

(6) Send notice to the Registrar of any increase of capital (Section
55).

(7) Call a general meeting every year within the proper time (Section
83). Meetings must be held not later than 15 months after the preceding
general meeting.

(8) Send to the Registrar copies of all special resolutions (Section
88).

(9) When shares are issued for a consideration other than cash, file a
copy of the contract with the Registrar on or before the date on which the
shares are issued (Section 109).

(10) Send to the Registrar notice of the address of the Company's Office
and of all changes in such address (Section 79).

(11) Keep proper minutes of all shareholders' meetings and directors'
meetings in the Company's minute book kept at the Company's Office
(Sections 89 and 90).

(12) Obtain a certificate under the Corporations Registration Act (Nova
Scotia) as soon as business is commenced.

(13) Send notice of recognized agent to the Registrar under the
Corporations Registration Act (Nova Scotia).

D-26

APPENDIX "E"

GENESIS MICROCHIP INCORPORATED

ORDINARY RESOLUTION RESPECTING 1997 NON-EMPLOYEE STOCK OPTION PLAN

BE IT RESOLVED THAT as an Ordinary Resolution of the Company that the
shareholders of the Company hereby sanction the following amendments to the
1997 Non-Employee Stock Option Plan:

(a) That the aggregate number of common shares that may be issued pursuant
to the exercise of options be increased from 150,000 to 250,000,

(b) that the automatic grant date for director options be changed from
December 1 of each year to the first day of the calendar month
following the annual general meeting in each year, and

(c) that grants be allowed to be made to directors acting as consultants
beyond the automatic amounts they get for serving as a director, with
such amounts to be determined by the Board of Directors.

GENESIS MICROCHIP INCORPORATED

COMMON SHAREHOLDER'S PROXY

The Board of Directors of Genesis Microchip Incorporated is soliciting this
proxy from you. It is being solicited for our annual and special meeting of
shareholders to be held on Tuesday, September 28 1999 at 9:00 AM, and for the
confirmatory meeting of shareholders to be held on Tuesday, October 19 at 9:00
AM, and at any adjournments of those meetings.

Please complete and return this proxy form to vote on the proposals that will be
presented at the meetings. We are asking you to appoint our designated
officers to vote on your behalf. The proposals to be voted on are described in
the information circular accompanying this proxy. The shares represented by
this proxy will be voted or withheld from voting in accordance with your
instructions. If you do not provide any instructions for a proposal, the
shares will be voted in favor of that proposal.

You have the right to appoint a person to attend the meetings and act on your
behalf, other than the persons designated on this proxy form. To exercise this
right, you should insert the name of your appointee in the blank space provided
in the proxy form and strike out the other names, or you may submit another
appropriate form of proxy.

I appoint Eric Erdman, Chief Financial Officer and Secretary or, failing him,
Hamid Farzeneh, Senior Vice President, Sales and Marketing or, failing him,
_____________________of ________________ as my proxy. My proxy may attend,
act and vote for and on my behalf at the meetings to the same extent and with
the same power as if I was personally present at the meetings or at any
adjournment or adjournments of them. I revoke any proxy previously given.
Without limiting the general authority and power that I am now giving, the
persons I have named above are specifically directed to vote the common
shares registered in my name as shown on the reverse side.

(Continued of the reverse side)

Please mark [X]
your vote as
indicated in
this example

IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, THE PERSONS NAMED IN THIS PROXY
WILL VOTE FOR EACH OF THE MATTERS IDENTIFIED IN THIS PROXY. The holder of this
proxy has discretionary authority for any matters set out in the notice of
meeting and for any other matters that may properly come before the meetings.

1. In the election of directors

TO VOTE FOR [_] WITHHOLD FROM VOTING [_]

The resolution that no directors are to be elected to replace the two directors
whose terms of office expire at the general meeting, as described in the
information circular accompanying this proxy.

2. The appointment of KPMG LLP as auditors for the year ending March 31, 2000

FOR AGAINST ABSTAIN
[_] [_] [_]

3. The special resolution giving Genesis the authority to acquire its own
shares, as described in the information circular accompanying this proxy.

FOR AGAINST ABSTAIN
[_] [_] [_]

4. The special resolution giving the Board of Directors the authority to
exercise the powers under subsection 26(4) of the Companies Act (Nova
Scotia) described in the information circular accompanying this proxy.

FOR AGAINST ABSTAIN
[_] [_] [_]

5. The special resolution approving the amendments to the articles of
association as described in the information circular accompanying this
proxy.

FOR AGAINST ABSTAIN
[_] [_] [_]

6. The resolution approving the amendments to the 1997 Non-Employee Stock
Option Plan as described in the information circular accompanying this
proxy.

FOR AGAINST ABSTAIN
[_] [_] [_]

(Signature of shareholder) ________________________________________

(Name of shareholder - please print)_______________________________

DATED this_________________ day of __________________1999

If you use this proxy form, it must be dated and signed by you or by your
attorney authorized in writing. If you are a corporation, your authorized
officer or attorney should sign it.

NOTES:
- ------

Your proxy form must be delivered to ChaseMellon Shareholder Services L.L.C.
(Proxy Processing, Church Street Station, P.O. Box 1610 New York, N.Y. 10277) by
September 27, 1999, or with the Secretary before 5:00 P.M. (Eastern time) on
September 27, 1999. If someone is signing your proxy form on your behalf, the
power of attorney or other authority under which it is signed or a certified
copy of that power of attorney must accompany it.

If your address as shown is incorrect, please give your correct address when
returning this proxy.