ARTICLES OF INCORPORATION

In compliance with the requirements of the Business Corporations Act, RSA 2000, c B-9, and for the purposes of forming a for-profit business corporation in Alberta, the undersigned desires to form a corporation according to the following Articles of Incorporation.

1. Name of Corporation
   
1. The name of the corporation is ____________________ (the "Corporation").
   
2. Restrictions
   
2. The Corporation may carry on any lawful business without restriction.
   
3. Registered Office
   
3. The street address of the initial registered office is ____________________
   
4. Street Address of the Principal Office
   
4. The street address of the principal office is ____________________
5. Initial Director
   
5. The Corporation will initially appoint one director (individually the "Director" and collectively the "Directors"). The name and address of the person who will serve as Director until the first annual meeting of the shareholders or until successors are elected and qualified is set out below:

   Name	Address	City	Province/Territory	Postal Code
   __________	__________	__________	Alberta	__________

   
   
6. Authorized Capital
   
6. The aggregate total number of all shares that the Corporation is authorized to issue is ______.
7. Class A Ordinary Voting Shares
   
7. The Corporation is authorized to issue a single class of ordinary, voting shares. The total number of shares authorized is 0 shares of Class A stock with no par value. The Class A ordinary, voting, non-redeemable, non-cumulative shares will have the following rights and privileges attached to them and be subject to the following conditions and limitations:
   
   1. The holders of Class A shares will be entitled to receive, as and when declared by the Directors out of the monies of the Corporation properly applicable to the payment of dividends, non-cumulative cash dividends, at the rate to be set by the Directors.
   2. In the event of the liquidation, dissolution or winding up of the Corporation or other distribution of its net assets among the shareholders by way of repayment of capital, the Class A shareholders will be entitled to receive and share equally in the net assets of the Corporation.
   3. The Class A shares may from time to time be issued as a class without series or, may from time to time be issued in one or more series. If the Class A shares are issued in one or more series the Directors may from time to time, by resolution before issuance, fix the number of shares in each series, determine the designation and fix the rights, privileges, restrictions, limitations and conditions attaching to the shares of each series but always subject to the limitations set out in the Articles of Incorporation.
   4. The holders of Class A shares will be entitled to one vote for each Class A share held, and will be entitled to receive notice of and to attend all meetings of the shareholders of the Corporation.
8. Preemptive Rights
   
8. The shareholders of the Corporation have the preemptive right to purchase any new issue of shares in proportion to their current equity percentage. A shareholder may waive any preemptive right.
9. Cumulative Voting
   
9. In an election of Directors, each shareholder's number of votes will be calculated by multiplying the number of voting shares they are entitled to cast by the number of Directors being elected. The shareholder may cast their total votes for a single Director or may distribute them among two or more Directors, as the shareholder sees fit.
10. Restrictions on Transfer
    
10. No shares in the Corporation will be transferred without the approval of the Directors of the Corporation either by a resolution of the Directors passed at a Directors meeting or by an instrument or instruments in writing signed by all of the Directors.
11. Amend or Repeal Bylaws
    
11. Bylaws may be adopted, amended, or repealed either by approval of the outstanding voting shares or by the approval of the Directors. In adopting, amending or repealing a bylaw the shareholders may expressly provide that the Directors may not adopt, amend or repeal that bylaw. The power of the Directors is subordinate to the power of the shareholders to adopt, amend, or repeal the blyaws.
12. Fiscal Year End
    
12. The fiscal year end of the Corporation is January 1st.
13. Indemnification of Officers, Directors, Employees and Agents
    
13. The Directors, officers, employees and agents of the Corporation will be indemnified and held harmless by the Corporation and its shareholders from and against any and all claims of any nature, whatsoever, arising out of the individual's participation in the affairs of the Corporation. The Directors, officers, employees and agents of the Corporation will not be entitled to indemnification under this section for liability arising out of gross negligence or willful misconduct of the individual or the breach by the individual of any provisions of this Agreement.
14. Limitation of Liability
    
14. The Directors and officers of the Corporation will not be personally liable to the Corporation or its shareholders for any mistake or error in judgment or for any act or omission believed in good faith to be within the scope of authority conferred or implied by theArticles of Incorporation or by the Corporation. The Directors and officers will be liable for any expenses or damages incurred by the Corporation or its shareholders resulting from any and all acts or omissions involving fraud or intentional wrongdoing.
15. Incorporator
    
15. The name and address of the incorporator of the Corporation are set out below:

    Name	Address	City	Province/Territory	Postal Code
    Incorporator Name	__________	__________	Alberta	__________

    
    
16. Authorized Representative Contact Information
    
16. Authorized Representative: ____________________