TWO CLASSES OF SHARES:

The corporation is authorized to issue Class A and Class B shares with the following rights, privileges,
restrictions and conditions:

     1.Class A shares, without nominal or par value, the holders of which are entitled:

          a)to vote at all meetings of shareholders except meetings at which only holders of a specified class of
            shares are entitled to vote; and
          b)to receive the remaining property of the corporation upon dissolution.

     2.Class B shares, which shall carry the right:

          a)to a dividend as fixed by the board of directors and
          b)upon the liquidation or winding-up of the corporation, to repayment of the amount paid for such share
            (plus any declared and unpaid dividends) in priority to the Class A shares, but they shall not
            confer a right to any further participation in profits or assets.

     3.The holders of Class B shares shall not be entitled to vote at all meetings of shareholders except as
       otherwise specifically provided in the Canada Business Corporations Act.

RESTRICTIONS ON SHARE TRANSFERS:

The right to transfer shares of the Corporation shall be restricted in that no shareholder shall
be entitled to transfer any share or shares of the Corporation without the approval of:

     a.the directors of the Corporation expressed by resolution passed by the votes cast by a
       majority of the directors of the Corporation at a meeting of the board of directors or
       signed by all of the directors of the Corporation; OR

     b.the shareholders of the Corporation expressed by resolution passed by the votes cast by a
       majority of the shareholders who voted in respect of the resolution or signed by all
       shareholders entitled to vote on that resolution.


OTHER PROVISIONS:

a.The number of shareholders in the Corporation, exclusive of employees and former employees
  who, while employed by the Corporation were, and following the termination of that
  employment, continue to be, shareholders of the Corporation, is limited to not more than fifty,
  two or more persons who are the joint registered holders of one or more shares
  being counted as one shareholder.

b.Any invitation to the public to subscribe for securities of the Corporation is prohibited.

c.If authorized by by-law which is duly made by the directors and confirmed by ordinary
  resolution of the shareholders, the directors of the Corporation may from time to time:

     i.borrow money upon the credit of the Corporation;
    ii.issue, reissue, sell or pledge debt obligations of the Corporation; and
   iii.mortgage, hypothecate, pledge or otherwise create a security interest in all or any
       property of the Corporation, owned or subsequently acquired to secure any debt
       obligation of the Corporation.

  Any such by-law may provide for the delegation of such powers by the directors to such
  officers or directors of the Corporation to such extent and in such manner as may be set out in the by-law.

  Nothing herein limits or restricts the borrowing of money by the Corporation on bills of
  exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

d.The directors may appoint one or more directors, who shall hold office for a term expiring
  not later than the close of the next annual general meeting of shareholders, but the total
  number of directors so appointed may not exceed one third of the number of directors
  elected at the previous annual general meeting of shareholders.