THIS SCHEDULE IS INCORPORATED INTO
                       AND FORMS PART OF THE ARTICLES OF
                  DYNAMIC RESOURCES CORP. (the "Corporation")




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

(a)   An unlimited number of Common Shares; and

(b)   An unlimited number of Preferred Shares.

The Directors  of  the Corporation may at any time issue any Preferred Shares in
one or more series,  each  series  to consist of such number of shares as may be
determined  by  the Directors.  The Directors  may  determine  at  the  time  of
issuance  the  designation,  rights,  privileges,  restrictions  and  conditions
attaching to the shares of each series.

SPECIAL RIGHTS, PRIVILEGES, RESTRICTIONS AND
CONDITIONS ATTACHING TO EACH CLASS OF SHARES.

(I)   DIVIDENDS

      (A)   Subject to any rights, privileges, restrictions and conditions which
            may  have been determined by the Directors to which to any series of
            Preferred  Shares,  the  Directors  shall have complete uncontrolled
            discretion to pay dividends on any class or classes of shares or any
            series  within  a  class of shares issued  and  outstanding  in  any
            particular year to the  exclusion  of  any other class or classes of
            shares or any series within a class of shares  out  of  any  or  all
            profits or surplus available for dividends.

(II)  REPAYMENT OF CAPITAL

      (A)   On  the winding-up, liquidation or dissolution of the Corporation or
            upon  the happening of any other event giving rise to a distribution
            of the  Corporation's  assets  other than by way of dividend amongst
            its Shareholders for the purposes  of  winding-up  its  affairs (any
            such  occurrence is hereafter called "Winding-Up"), subject  to  any
            rights,  privileges, restrictions and conditions which may have been
            determined  by  the  Directors  to attach to any series of Preferred
            Shares, the holders of all shares  shall  be entitled to participate
            pari passu.

(III) VOTING RIGHTS AND RESTRICTIONS

      (A)   Commons Shares.  At all meetings of Shareholders of the Corporation,
            each holder of Common Shares shall be entitled  to  one (1) vote for
            each Common Share held.

      (B)   Preferred Shares.  The holders of the Preferred Shares shall have no
            right  to  receive notice of or to be present at or vote  either  in
            person or by  proxy,  at  any  general meeting of the Corporation by
            virtue of or in respect of their holding of Preferred Shares.




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