Directors’ Quorum

a majority of the directors elected to office, except where the Corporation has fewer than three
directors, all directors must be present at any meeting of the Board to constitute a quorum

Shareholders’ Quorum

the holders of a majority of shares entitled to vote at a meeting of shareholders

Authorized Signing Officers

any one of the President or the Secretary or the Treasurer alone

5 Restrictions, if any, on business the corporation may carry on or powers the corporation may
. exercise:
There are no such restrictions on the business the Corporation may carry on or on the
powers the Corporation may exercise.
6. The classes and any maximum number of shares that the corporation is authorized to issue:
An unlimited number of voting Class A Common shares without par value;
An unlimited number of voting Class B Common shares without par value;
An unlimited number of non-voting Class C Common shares without par value;
An unlimited number of voting Class A Preferred shares without par value;
An unlimited number of voting Class B Preferred shares without par value;
An unlimited number of non-voting Class C Preferred shares without par value;
An unlimited number of voting Class D Preferred shares without par value.
Rights, privileges, restrictions and conditions (if any) attaching to each class of shares
7.
and directors' authority with respect to any class of shares which may be issued in series:
The classes and any maximum number of shares that the corporation is authorized to
issue:

The authorized capital of the Corporation shall consist of an unlimited number of Class
A Common Shares, an unlimited number of Class B Common Shares, an unlimited
number of Class C Common Shares, an unlimited number of Class A Preferred Shares,
an unlimited number of Class B Preferred Shares, an unlimited number of Class C
Preferred Shares and an unlimited number of Class D Preferred which shall have the
following rights, privileges, restrictions and conditions:

7.0 The directors may from time to time and in their sole discretion declare and the
Corporation shall pay dividends on any class of shares of the Corporation, in such
amounts and on such date or dates as may be determined by the directors, except on
Class C Preferred Shares which shall be fixed-dividend bearing of $1 per share;
provided that in any year the directors shall not declare and the Corporation shall not
pay any dividends on any shares of any class ranking junior to the Class A Preferred
Shares, Class B Preferred Shares or Class C Preferred Shares or redeem or purchase
for cancellation or make a capital distribution in respect of any Shares of any class
ranking junior to the Class A Preferred Shares, Class B Preferred Shares, Class C
Preferred Shares or Class D Preferred Shares unless after giving effect to such action
an amount equal to the sum of the products obtained by multiplying the number of Class
A Preferred Shares outstanding at the time of such action by the Redemption Amount of
Class A Preferred Shares and the number of Class B Preferred Shares outstanding at
the time of such action by the Redemption Amount of Class B Preferred Shares and the
number of Class C Preferred Shares outstanding at the time of such action by the
Redemption Amount of Class C Preferred Shares and the number of Class D Preferred
Shares outstanding at the time of such action by the Redemption Amount of Class D
Preferred Shares is less than or equal to the fair market value of the assets of the
Corporation less the liabilities of the Corporation.

7.1 CLASS A COMMON SHARES, CLASS B COMMON SHARES

AND CLASS C COMMON SHARES

7.1.1 The holders of the Class A Common Shares, and Class B Common Shares shall
be entitled to one (1) vote for each Common Share held by them at all shareholders'
meetings. Class C Common Shares shall not be entitled to vote at shareholders'
meetings.

7.1.2 Subject to the rights attaching to the Class A Preferred Shares, Class B Preferred
Shares, Class C Preferred Shares and Class D Preferred Shares in the event of the
liquidation, dissolution or winding-up of the Corporation or other distribution of property
or assets of the Corporation among shareholders for the purpose of winding-up its
affairs, the holders of the Class A Common Shares shall be entitled to receive from the
assets and property of the Corporation a sum equivalent to the amount of the stated
capital of such Class A Common Shares, together with all declared and unpaid
dividends, before any amount shall be paid or any property or assets of the Corporation
distributed to the holders of Class B Common Shares and Class C Common Shares.
After such payment to the holders of the Class A Common Shares, the holders of the
Class B Common Shares shall be entitled to receive from the assets and property of the
Corporation a sum equivalent to the amount of the stated capital of such Class B
Common Shares, together with all declared and unpaid dividends, before any amount
shall be paid or any property or assets of the Corporation distributed to the holders of
the Class C Common Shares. After such payment to the holders of the Class A
Common Shares and Class B Common Shares, the holders of the Class C Common
Shares shall be entitled to receive from the assets and property of the Corporation a
sum equivalent to the amount of the stated capital of such Class C Common Shares,
together with all declared and unpaid dividends. Once the above amounts payable to
holders of the Class A Common Shares, the Class B Common Shares and the Class C
Common Shares have been paid, the remaining assets and property of the Corporation
shall be divided pro rata amongst the holders of the Class A Common Shares, Class B
Common Shares and Class C Common Shares.

7.2 CLASS A PREFERRED SHARES

7.2.1 The holders of the Class A Preferred Shares shall be entitled to two (2) votes for
each Class A Preferred share held by them at all shareholders' meetings.
7.2.2 The Corporation may, upon giving notice as hereinafter provided, redeem at any
time the whole or from time to time any part of the then outstanding Class A Preferred
Shares on payment for each share to be redeemed of the Redemption Amount as set
out in Clause 7.2.6, together with all declared and unpaid non-cumulative dividends
thereon.

7.2.3 In the case of redemption of Class A Preferred Shares under the provisions of
Clause 7.2.2 herein, the Corporation shall at least thirty (30) days before the date
specified for redemption, mail to each person who at the date of mailing is a registered
holder of Class A Preferred Shares to be redeemed, a notice in writing of the intention of
the Corporation to redeem such Class A Preferred Shares. Such notice shall be mailed
in a postage prepaid letter addressed to each such holder at his address as it appears
on the books of the Corporation or in the event of the address of any such shareholder
not so appearing, then to the last known address of such shareholder; provided
however, that accidental failure to give any such notice to one or more of such
shareholders shall not affect the validity of such redemption. Such notice shall set out
the Redemption Amount and the date on which redemption is to take place, and if only
part of the shares held by the person to whom it is addressed is to be redeemed, the
number thereof so to be redeemed. On or after the date so specified for redemption, the
Corporation shall pay or cause to be paid to or to the order of the registered holders of
the Class A Preferred Shares to be redeemed the amount payable in accordance with
Clause 7.2.6 on presentation and surrender at the head office of the Corporation or any
other place designated in such notice of the certificate representing the Class A
Preferred Shares called for redemption. If only part of the shares represented by any
certificate are to be redeemed, a new certificate for the balance shall be issued at the
expense of the Corporation. From and after the dates specified in any such notice, the
Class A Preferred Shares called for redemption shall cease to be entitled to dividends
and the holders thereof shall not be entitled to exercise any of the rights of shareholders
in respect thereof unless payment of the amount payable in accordance with Clause
7.2.6 shall not be made upon presentation of certificates in accordance with the
foregoing provisions, in which case the rights of the shareholders shall remain
unaffected. The Corporation shall have the right at any time after the mailing of notice of
its intention to redeem any Class A Preferred Shares to deposit the amount payable in
accordance with Clause 7.2.6 in respect of the said Shares represented by certificates
which have not at the date of such deposit been surrendered by the holders thereof in
connection with such redemption, to a special account at any chartered bank or trust
company in Canada named in such notice, to be paid without interest to or to the order
of the respective holders of such Class A Preferred Shares called for redemption, upon
presentation and surrender to such bank or trust company of the certificates
representing the same and, upon such deposit being made or upon the date specified
for redemption in such notice whichever is the later, the Class A Preferred Shares in
respect whereof such deposit shall have been made shall be redeemed and the rights of
the holders thereof after such deposit or such redemption date, as the case may be,
shall be limited to receiving without interest their proportionate part of the total amount
so deposited against presentation and surrender of the said certificates held by them
respectively.
7.2.4 The holder of the Class A Preferred Shares may, upon giving notice as
hereinafter provided in Clause 7.2.5, require the Corporation to redeem the whole or
from time to time any part of the then outstanding Class A Preferred Shares at the
Redemption Amount as set out in Clause 7.2.6, together with all declared and unpaid
non-cumulative dividends thereon.

7.2.5 In the case of a redemption pursuant to Clause 7.2.4 herein, a holder of Class A
Preferred Shares shall be entitled to require the Corporation to redeem at any time or
times, all or any of the Class A Preferred Shares registered in the name of such holders
on the books of the Corporation by tendering to the Corporation at its head office a
share certificate or certificates representing the Class A Preferred Shares which the
registered holder desires to have the Corporation redeem together with a request in
writing specifying (a) that the registered holder desires to have the Class A Preferred
Shares represented by such certificate or certificates redeemed by the Corporation and
(b) the business day (in this clause referred to as the "Redemption Date") on which the
holder desires to have the Corporation redeem such Class A Preferred Shares.
Requests in writing shall specify a Redemption Date which shall not be less than thirty
(30) days after the day on which the request in writing is given to the Corporation. Upon
receipt of a share certificate or certificates representing the Class A Preferred Shares
which the registered holder desires to have the Corporation redeem together with such
a request, the Corporation shall on the Redemption Date redeem such Class A
Preferred Shares by paying to such registered holder for each such share an amount
equal to the Redemption Amount as set out in Clause 7.2.6 plus all declared and unpaid
non-cumulative dividends thereon. Such payment shall be made by cheque payable at
par at any branch of the Corporation's bankers for the time being in Canada. The said
Class A Preferred Shares shall be redeemed on the Redemption Date and from and
after the Redemption Date such shares shall cease to be entitled to dividends, and the
holders thereof shall not be entitled to exercise any of the rights of the holders of Class
A Preferred Shares in respect thereof unless payment of the amount payable as
aforesaid is not made on the Redemption Date, in which event the rights of the holders
of the said shares shall remain unaffected.

7.2.6 The Redemption Amount of each Class A Preferred share means an amount
determined by dividing (A) the fair market value of all the property transferred to the
Corporation as consideration for the issuance of the first Class A Preferred Shares
issued by the Corporation, by (B) the number of Class A Preferred Shares being issued.
The fair market value of such Class A Preferred Shares shall be the amount determined
to be the fair market value in accordance with generally accepted valuation principles.
Notwithstanding this, should any taxing authority successfully allege that the
Redemption Amount of any share so determined should be other than the designated
Redemption Amount, or should make or propose to make an assessment on the basis
that any benefit or advantage is conferred on any person by reason of the issuance of
any shares, then the Redemption Amount shall, subject to such person exhausting his
rights of appeal to a tribunal or court of competent jurisdiction, be deemed always to
have been an amount equal to the fair market value as at the date of its issuance of the
consideration paid for such share (the "Consideration") as determined by such taxing
authority after it has consulted with the advisers of such a person and the Corporation.
If such a person and the relevant taxing authority do not agree on such fair market value
and such a person exercises his rights of appeal to a tribunal or court of competent
jurisdiction, then the Redemption Amount of such share shall be deemed always to have
been an amount equal to the Consideration as at the date of its issuance as finally
determined by such tribunal or court of competent jurisdiction after such person has
exhausted all rights of appeal under the relevant tax legislation or when the time to
commence appeal has completely expired, whichever occurs first. If the Redemption
Amount so determined exceeds the amount previously paid on the redemption of any
such shares pursuant to the provisions of these Articles, the difference shall be a debt of
the Corporation payable on demand to the shareholders whose shares were redeemed.
If the Redemption Amount so determined is less than the amount previously paid on
such redemption of any shares, the excess shall be a debt payable on demand to the
Corporation by the shareholder whose shares were redeemed.

7.2.7 In the event of the liquidation, dissolution or winding-up of the Corporation or

other distribution of property or assets of the Corporation among shareholders for the
purpose of winding-up its affairs, the holders of the Class A Preferred Shares shall be
entitled to receive from the property and assets of the Corporation an amount per share
equal to the Redemption Amount as set out in clause 7.2.6, together with all declared
and unpaid dividends thereon, before any amount shall be paid or any property or
assets of the Corporation are distributed to the holders of any shares of any other class
of the Corporation. After payment to the holders of the Class A Preferred Shares of the
amounts so payable to them as provided above, they shall not be entitled to share in
any further distribution of the property or assets of the Corporation.

7.3 CLASS B PREFERRED SHARES

7.3.1 The holders of the Class B Preferred Shares shall be entitled to one (1) vote for
each Class B Preferred share held by them at all shareholders' meetings.

7.3.2 The Corporation may, upon giving notice as hereinafter provided, redeem at any
time the whole or from time to time any part of the then outstanding Class B Preferred
Shares on payment for each share to be redeemed of the Redemption Amount as set
out in Clause 7.3.6, together with all declared and unpaid non-cumulative dividends
thereon.

7.3.3 In the case of redemption of Class B Preferred Shares under the provisions of
Clause 7.3.2 herein, the Corporation shall at least thirty (30) days before the date
specified for redemption, mail to each person who at the date of mailing is a registered
holder of Class B Preferred Shares to be redeemed, a notice in writing of the intention of
the Corporation to redeem such Class B Preferred Shares. Such notice shall be mailed
in a postage prepaid letter addressed to each such holder at his address as it appears
on the books of the Corporation or in the event of the address of any such shareholder
not so appearing, then to the last known address of such shareholder; provided
however, that accidental failure to give any such notice to one or more of such
shareholders shall not affect the validity of such redemption. Such notice shall set out
the Redemption Amount and the date on which redemption is to take place, and if only
part of the shares held by the person to whom it is addressed is to be redeemed, the
number thereof so to be redeemed. On or after the date so specified for redemption, the
Corporation shall pay or cause to be paid to or to the order of the registered holders of
the Class B Preferred Shares to be redeemed the amount payable in accordance with
Clause 7.3.6 on presentation and surrender at the head office of the Corporation or any
other place designated in such notice of the certificate representing the Class B
Preferred Shares called for redemption. If only part of the shares represented by any
certificate are to be redeemed, a new certificate for the balance shall be issued at the
expense of the Corporation. From and after the dates specified in any such notice, the
Class B Preferred Shares called for redemption shall cease to be entitled to dividends
and the holders thereof shall not be entitled to exercise any of the rights of shareholders
in respect thereof unless payment of the amount payable in accordance with Clause
7.3.6 shall not be made upon presentation of certificates in accordance with the
foregoing provisions, in which case the rights of the shareholders shall remain
unaffected. The Corporation shall have the right at any time after the mailing of notice of
its intention to redeem any Class B Preferred Shares to deposit the amount payable in
accordance with Clause 7.3.6 in respect of the said shares represented by certificates
which have not at the date of such deposit been surrendered by the holders thereof in
connection with such redemption, to a special account at any chartered bank or trust
company in Canada named in such notice, to be paid without interest to or to the order
of the respective holders of such Class B Preferred Shares called for redemption, upon
presentation and surrender to such bank or trust company of the certificates
representing the same and, upon such deposit being made or upon the date specified
for redemption in such notice whichever is the later, the Class B Preferred Shares in
respect whereof such deposit shall have been made shall be redeemed and the rights of
the holders thereof after such deposit or such redemption date, as the case may be,
shall be limited to receiving without interest their proportionate part of the total amount
so deposited against presentation and surrender of the said certificates held by them
respectively.

7.3.4 The holder of the Class B Preferred Shares may, upon giving notice as
hereinafter provided in Clause 7.3.5, require the Corporation to redeem the whole or
from time to time any part of the then outstanding Class B Preferred Shares at the
Redemption Amount as set out in Clause 7.3.6, together with all declared and unpaid
non-cumulative dividends thereon.

7.3.5 In the case of a redemption pursuant to Clause 7.3.4 herein, a holder of Class B
Preferred Shares shall be entitled to require the Corporation to redeem at any time or
times, all or any of the Class B Preferred Shares registered in the name of such holders
on the books of the Corporation by tendering to the Corporation at its head office a
share certificate or certificates representing the Class B Preferred Shares which the
registered holder desires to have the Corporation redeem together with a request in
writing specifying (a) that the registered holder desires to have the Class B Preferred
Shares represented by such certificate or certificates redeemed by the Corporation and
(b) the business day (in this clause referred to as the "Redemption Date") on which the
holder desires to have the Corporation redeem such Class B Preferred Shares.
Requests in writing shall specify a Redemption Date which shall not be less than thirty
(30) days after the day on which the request in writing is given to the Corporation. Upon
receipt of a share certificate or certificates representing the Class B Preferred Shares
which the registered holder desires to have the Corporation redeem together with such
a request, the Corporation shall on the Redemption Date redeem such Class B
Preferred Shares by paying to such registered holder for each such share an amount
equal to the Redemption Amount as set out in Clause 7.3.6 plus all declared and unpaid
non-cumulative dividends thereon. Such payment shall be made by cheque payable at
par at any branch of the Corporation's bankers for the time being in Canada. The said
Class B Preferred Shares shall be redeemed on the Redemption Date and from and
after the Redemption Date such shares shall cease to be entitled to dividends, and the
holders thereof shall not be entitled to exercise any of the rights of the holders of Class
B Preferred Shares in respect thereof unless payment of the amount payable as
aforesaid is not made on the Redemption Date, in which event the rights of the holders
of the said shares shall remain unaffected.

7.3.6 The Redemption Amount of each Class B Preferred share shall be One Dollar
($1.00). Notwithstanding this, should any taxing authority successfully allege that the
Redemption Amount of any share so determined should be other than the designated
Redemption Amount, or should make or propose to make an assessment on the basis
that any benefit or advantage is conferred on any person by reason of the issuance of
any shares, then the Redemption Amount shall, subject to such person exhausting his
rights of appeal to a tribunal or court of competent jurisdiction, be deemed always to
have been an amount equal to the fair market value as at the date of its issuance of the
consideration paid for such share (the "Consideration") as determined by such taxing
authority after it has consulted with the advisers of such a person and the Corporation.
If such a person and the relevant taxing authority do not agree on such fair market value
and such a person exercises his rights of appeal to a tribunal or court of competent
jurisdiction, then the Redemption Amount of such share shall be deemed always to have
been an amount equal to the Consideration as at the date of its issuance as finally
determined by such tribunal or court of competent jurisdiction after such person has
exhausted all rights of appeal under the relevant tax legislation or when the time to
commence appeal has completely expired, whichever occurs first. If the Redemption
Amount so determined exceeds the amount previously paid on the redemption of any
such shares pursuant to the provisions of these Articles, the difference shall be a debt of
the Corporation payable on demand to the shareholders whose shares were redeemed.
If the Redemption Amount so determined is less than the amount previously paid on
such redemption of any shares, the excess shall be a debt payable on demand to the
Corporation by the shareholder whose shares were redeemed.

7.3.7 The holders of the Class B Preferred Shares shall be entitled, upon dissolution,
liquidation or winding-up of the Corporation, to receive after payment to the holders of
the Class A Preferred Shares under clause 7.2.7, the Redemption Amount as provided
for in clause 7.3.6 hereof together with any dividends declared thereon and unpaid,
before any distribution of any part of the assets of the Corporation among the holders of
the Class C Preferred Shares, Class D Preferred Shares, Class A Common Shares,
Class B Common Shares and Class C Common Shares. After such payment the holders
of the Class B Preferred Shares shall not be entitled to share in any further distribution
of the assets of the Corporation.

7.4 CLASS C PREFERRED SHARES

7.4.1 The holders of the Class C Preferred Shares shall not be entitled to receive
notice of, to attend or to vote at any meetings of the shareholders of the Corporation
except meetings of the holders of Class C Preferred Shares.

7.4.2 Subject to the rights, restrictions and conditions attaching to the Class A
Preferred Shares and Class B Preferred Shares of the Corporation, the holders of the
Class C Preferred Shares shall be entitled, upon dissolution, liquidation or winding-up of
the Corporation, to receive any dividends declared thereon and unpaid, before any
distribution of any part of the assets of the Corporation among the holders of Class D
Preferred Shares, Class A Common Shares, Class B Common Shares and Class C
Common Shares. After such payment the holders of the Class C Preferred Shares shall
not be entitled to share in any further distribution of the assets of the Corporation.

7.5 CLASS D PREFERRED SHARES

7.5.1 The holders of the Class D Preferred Shares shall be entitled to one (1) vote for
each Class D Preferred share held by them at all shareholders' meetings.

7.5.2 The Corporation may, upon giving notice as hereinafter provided, redeem at any
time the whole or from time to time any part of the then outstanding Class D Preferred
Shares on payment for each share to be redeemed of the Redemption Amount as set
out in Clause 7.5.6, together with all declared and unpaid non-cumulative dividends
thereon.

7.5.3 In the case of redemption of Class D Preferred Shares under the provisions of
Clause 7.5.2 herein, the Corporation shall at least thirty (30) days before the date
specified for redemption, mail to each person who at the date of mailing is a registered
holder of Class D Preferred Shares to be redeemed, a notice in writing of the intention of
the Corporation to redeem such Class D Preferred Shares. Such notice shall be mailed
in a postage prepaid letter addressed to each such holder at his address as it appears
on the books of the Corporation or in the event of the address of any such shareholder
not so appearing, then to the last known address of such shareholder; provided
however, that accidental failure to give any such notice to one or more of such
shareholders shall not affect the validity of such redemption. Such notice shall set out
the Redemption Amount and the date on which redemption is to take place, and if only
part of the shares held by the person to whom it is addressed is to be redeemed, the
number thereof so to be redeemed. On or after the date so specified for redemption, the
Corporation shall pay or cause to be paid to or to the order of the registered holders of
the Class D Preferred Shares to be redeemed the amount payable in accordance with
Clause 7.5.6 on presentation and surrender at the head office of the Corporation or any
other place designated in such notice of the certificate representing the Class D
Preferred Shares called for redemption. If only part of the shares represented by any
certificate are to be redeemed, a new certificate for the balance shall be issued at the
expense of the Corporation. From and after the dates specified in any such notice, the
Class D Preferred Shares called for redemption shall cease to be entitled to dividends
and the holders thereof shall not be entitled to exercise any of the rights of shareholders
in respect thereof unless payment of the amount payable in accordance with Clause
7.5.6 shall not be made upon presentation of certificates in accordance with the
foregoing provisions, in which case the rights of the shareholders shall remain
unaffected. The Corporation shall have the right at any time after the mailing of notice of
its intention to redeem any Class D Preferred Shares to deposit the amount payable in
accordance with Clause 7.5.6 in respect of the said shares represented by certificates
which have not at the date of such deposit been surrendered by the holders thereof in
connection with such redemption, to a special account at any chartered bank or trust
company in Canada named in such notice, to be paid without interest to or to the order
of the respective holders of such Class D Preferred Shares called for redemption, upon
presentation and surrender to such bank or trust company of the certificates
representing the same and, upon such deposit being made or upon the date specified
for redemption in such notice whichever is the later, the Class D Preferred Shares in
respect whereof such deposit shall have been made shall be redeemed and the rights of
the holders thereof after such deposit or such redemption date, as the case may be,
shall be limited to receiving without interest their proportionate part of the total amount
so deposited against presentation and surrender of the said certificates held by them
respectively.

7.5.4 The holder of the Class D Preferred Shares may, upon giving notice as
hereinafter provided in Clause 7.5.5, require the Corporation to redeem the whole or
from time to time any part of the then outstanding Class D Preferred Shares at the
Redemption Amount as set out in Clause 7.5.6, together with all declared and unpaid
non-cumulative dividends thereon.

7.5.5 In the case of a redemption pursuant to Clause 7.5.4 herein, a holder of Class D
Preferred Shares shall be entitled to require the Corporation to redeem at any time or
times, all or any of the Class D Preferred Shares registered in the name of such holders
on the books of the Corporation by tendering to the Corporation at its head office a
share certificate or certificates representing the Class D Preferred Shares which the
registered holder desires to have the Corporation redeem together with a request in
writing specifying (a) that the registered holder desires to have the Class D Preferred
Shares represented by such certificate or certificates redeemed by the Corporation and
(b) the business day (in this clause referred to as the "Redemption Date") on which the
holder desires to have the Corporation redeem such Class D Preferred Shares.
Requests in writing shall specify a Redemption Date which shall not be less than thirty
(30) days after the day on which the request in writing is given to the Corporation. Upon
receipt of a share certificate or certificates representing the Class D Preferred Shares
which the registered holder desires to have the Corporation redeem together with such
a request, the Corporation shall on the Redemption Date redeem such Class D
Preferred Shares by paying to such registered holder for each such share an amount
equal to the Redemption Amount as set out in Clause 7.5.6 plus all declared and unpaid
non-cumulative dividends thereon. Such payment shall be made by cheque payable at
par at any branch of the Corporation's bankers for the time being in Canada. The said
Class D Preferred Shares shall be redeemed on the Redemption Date and from and
after the Redemption Date such shares shall cease to be entitled to dividends, and the
holders thereof shall not be entitled to exercise any of the rights of the holders of Class
D Preferred Shares in respect thereof unless payment of the amount payable as
aforesaid is not made on the Redemption Date, in which event the rights of the holders
of the said shares shall remain unaffected.

7.5.6 The Redemption Amount of each Class D Preferred share shall be Ten Dollars
($10.00). Notwithstanding this, should any taxing authority successfully allege that the
Redemption Amount of any share so determined should be other than the designated
Redemption Amount, or should make or propose to make an assessment on the basis
that any benefit or advantage is conferred on any person by reason of the issuance of
any shares, then the Redemption Amount shall, subject to such person exhausting his
rights of appeal to a tribunal or court of competent jurisdiction, be deemed always to
have been an amount equal to the fair market value as at the date of its issuance of the
consideration paid for such share (the "Consideration") as determined by such taxing
authority after it has consulted with the advisers of such a person and the Corporation.
If such a person and the relevant taxing authority do not agree on such fair market value
and such a person exercises his rights of appeal to a tribunal or court of competent
jurisdiction, then the Redemption Amount of such share shall be deemed always to have
been an amount equal to the Consideration as at the date of its issuance as finally
determined by such tribunal or court of competent jurisdiction after such person has
exhausted all rights of appeal under the relevant tax legislation or when the time to
commence appeal has completely expired, whichever occurs first. If the Redemption
Amount so determined exceeds the amount previously paid on the redemption of any
such shares pursuant to the provisions of these Articles, the difference shall be a debt of
the Corporation payable on demand to the shareholders whose shares were redeemed.
If the Redemption Amount so determined is less than the amount previously paid on
such redemption of any shares, the excess shall be a debt payable on demand to the
Corporation by the shareholder whose shares were redeemed.

7.5.7 The holders of the Class D Preferred Shares shall be entitled, upon dissolution,
liquidation or winding-up of the Corporation, to receive after payment to the holders of
the Class A Preferred Shares under clause 7.2.7, the holders of the Class B Preferred
Shares under clause 7.3.7, and the holders of the Class C Preferred Shares under
clause 7.4.7, the Redemption Amount as provided for in clause 7.5.6 hereof together
with any dividends declared thereon and unpaid, before any distribution of any part of
the assets of the Corporation among the holders of the Class A Preferred Shares, Class
B Preferred Shares, Class C Preferred Shares, Class A Common Shares, Class B
Common Shares and Class C Common Shares. After such payment the holders of the
Class D Preferred Shares shall not be entitled to share in any further distribution of the
assets of the Corporation.

7.6 OVER-ELECTION IN SUBSECTION 89(1)

7.6.1. If, in any year, the Corporation has made an excessive eligible dividend
designation, as defined in subsection 89(1) of the Income Tax Act (Canada) (the "Act"),
in respect of an eligible dividend paid by it at any time in a taxation year and in the event
that the Corporation elects in the prescribed manner under the Act, the holders of the
respective shares who have received all or any portion of the dividend agree to concur
with the election made by the Corporation within thirty (30) months after the day on
which the original dividend was paid and to have the dividend received as an ordinary
dividend. Notwithstanding the foregoing and for greater certainty, "eligible dividends", as
set out in section 89 of the Act, shall be subject to the provisions of this paragraph and
all other dividends, being "non-eligible dividends" shall not be subject to these
requirements for the purposes of this paragraph. In the event that the dividends are
declared and paid in any year, and it is later determined that such dividends did not
qualify as "eligible dividends", the directors of the Corporation shall be entitled to take
whatever actions they deem appropriate and necessary to have the dividend received
as an ordinary dividend and the holder of the respective shares agrees to assist in
carrying out such actions.

7.7 PRICE ADJUSTMENT

7.7.1. Where a person, firm or corporation subscribes for Preferred Shares and the
consideration for the issue of such shares is other than a cash payment, the
subscription price for any such shares shall be the tax cost to the subscribing
Shareholder of the property transferred to the Corporation by the subscribing
shareholder in satisfaction of the subscription price (the "transferred property"). If,
notwithstanding the manner in which the Corporation and subscribing shareholder have
agreed to determine the tax cost of the transferred property: (a) There shall be issued to
either the Corporation or the subscribing shareholder a notice of assessment or
reassessment pursuant to any taxing statute, which assessment or reassessment is
based upon an assumption of fact or a finding by any taxing authority that the
subscribing shareholder's tax cost of any transferred property is different from that
determined by the Corporation and the subscribing shareholder; or (b) Any taxing
authority notifies either the Corporation or the subscribing shareholder that it intends to
issue such notice of assessment or reassessment; then, subject to the rights of the
Corporation or the subscribing shareholder, if any, to object to or appeal such
assessment to any authority, the subscription price of the shares issued in consideration
of the transferred property as at the date of the issue of such shares shall be deemed to
be and to have always been the value of the transferred property as finally agreed to
between such taxing authority and the Corporation or the subscribing shareholder, as
the case may be, or where either the Corporation or the subscribing shareholder has
objected to or appealed any such assessment or reassessment, as finally determined by
such authority. Such value, however determined, shall be substituted for the value
originally determined, and the subscription price and manner of payment shall be
adjusted accordingly but no additional Preferred Shares shall be issued, and no
Preferred Shares shall be cancelled as a result of such adjustment.

8 The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are
. as follows:
No shares shall be transferred without the consent of the board of directors evidenced
by a resolution or by their consent in writing.

9. Other provisions, if any, are:

(a) That the board of directors may from time to time, in such amounts and on such
terms as it deems expedient:

(i) borrow money on the credit of the Corporation;

(ii) issue, reissue, sell or pledge debt obligations (including bonds,

debentures, notes or other evidences of indebtedness or guarantee, secured or
unsecured) of the Corporation;

(iii) to the extent permitted by the Business Corporations Act (as from time to
time amended) give directly or indirectly financial assistance to any person by means of
a loan, a guarantee or otherwise on behalf of the Corporation to secure performance of
any present or future indebtedness, liability or obligation of any person; and

(iv) charge, mortgage, hypothecate, pledge or otherwise create a security

interest in all or any of the currently owned or subsequently acquired real or personal,
movable or immovable property of the Corporation, franchises and undertaking, to
secure any debt obligations or any money borrowed, or other debt or liability of the
Corporation.

(b) To the extent permitted by the Business Corporations Act (as from time to time
amended), that the board of directors may from time to time delegate to such one or
more of the directors and officers of the Corporation as may be designated by the board
all or any of the powers conferred on the board above to such extent and in such
manner as the board shall determine at the time of each such delegation.

(c) That the outstanding securities of the Corporation are beneficially owned, directly
or indirectly, by not more than fifty persons or companies, exclusive of:

(i) persons or companies that are, or at the time they last acquired securities
of the Corporation were, accredited investors (as defined under applicable Ontario
securities laws, as may be amended from time to time); and

(ii) current or former directors, officers or employees of the Corporation or a

corporation, company, syndicate, partnership, trust or unincorporated organization
(each, an "Entity") affiliated (as defined under applicable Ontario securities laws, as may
be amended from time to time) with the Corporation, or current or former consultants (as
defined under applicable Ontario securities laws, as may be amended from time to
time), who in each case beneficially own only securities of the Corporation that were
issued as compensation by, or under an incentive plan of, the Corporation or an Entity
affiliated with the Corporation; provided that:
 (A) two or more persons who are the joint registered holders of one or
more securities of the Corporation shall be counted as one beneficial owner of those
securities; and

(B) an Entity shall be counted as one beneficial owner of the securities

of the Corporation unless such Entity has been created or is being used primarily for the
purpose of acquiring or holding securities of the Corporation, in which event each
beneficial owner of an equity interest in the Entity or each beneficiary of the Entity, as
the case may be, shall be counted as a separate beneficial owner of those securities of
the Corporation.

(d) That subject to the provisions of the Business Corporations Act, the Corporation
shall have a lien on the shares registered in the name of a shareholder who is indebted
to the Corporation to the extent of such debt.

(e) That subject to the provisions of the Business Corporations Act, the Corporation
may purchase any of its issued shares.