THE ALBERTA GAZETTE,

PART I, JUNE 29, 2002

The Alberta Gazette

PART 1

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Vol. 98 EDMONTON, SATURDAY, JUNE 29, 2002 No. 12

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ORDERS-IN-COUNCIL

MUNICIPAL GOVERNMENT ACT

O.C. 89/2002

Approved and ordered:

Lois E. Hole,

Lieutenant Governor. Edmonton, March 6, 2002

The Lieutenant Governor in Council orders that

(

a) effective January 1, 2002, the land described in Appendix A and

shown on the sketch in Appendix B is separated from Mountain View County

and annexed to the Town of Sundre,

(

b) any taxes owing to Mountain View County at the end of December,

2001 in respect of the annexed land are transferred to and become payable

to the Town of Sundre together with any lawful penalties and costs levied

in respect of the those taxes, and the Town of Sundre upon collecting those

taxes, penalties and costs must pay them to Mountain View County, and

(

c) the assessor for the Town of Sundre must assess, for the

purpose of taxation in 2002, the annexed land and the assessable

improvements to it,

and makes the Order in Appendix C.

Ralph Klein, Chair.

APPENDIX A

DETAILED DESCRIPTION OF THE LANDS SEPARATED FROM THE

MOUNTAIN VIEW COUNTY AND ANNEXED TO THE TOWN OF SUNDRE

AREA A

ALL THOSE PORTIONS OF THE SOUTHEAST QUARTER OF

SECTION NINE

(9) AND THE

SOUTHWEST QUARTER OF

SECTION TEN (10), TOWNSHIP THIRTY-THREE (33), RANGE

FIVE (5), WEST OF THE FIFTH MERIDIAN, LYING WEST OF THE JAMES RIVER ROAD

PLANS 775HP AND 538LK

ALL INTERVENING ROAD ALLOWANCES AND ROAD RIGHTS-OF-WAY.

AREA B

THE NORTHERLY ONE-HALF OF THE NORTHWEST QUARTER OF

SECTION FOUR (4),

TOWNSHIP THIRTY-THREE (33), RANGE FIVE (5), WEST OF THE FIFTH MERIDIAN.

THAT PORTION OF HIGHWAY 22, PLAN 8610295 LOCATED WEST OF THE NORTHERLY

ONE-HALF OF THE NORTHWEST QUARTER OF

SECTION FOUR (4), TOWNSHIP

THIRTY-THREE (33), RANGE FIVE (5), WEST OF THE FIFTH MERIDIAN.

ALL INTERVENING ROAD ALLOWANCES AND ROAD RIGHTS-OF-WAY.

AREA C

BLOCK 1, PLAN 9612539

THE GOVERNMENT ROAD ALLOWANCE LYING WEST OF BLOCK 1, PLAN 9612539.

APPENDIX B

A SKETCH SHOWING THE GENERAL LOCATION OF

THE AREAS ANNEXED TO THE TOWN OF SUNDRE

APPENDIX C

ORDER

1 In this Order, "annexed land" means the land described in Appendix A

and shown on the sketch in Appendix B.

2 For taxation purposes in 2002 and later years up to and including

2006, the annexed land and the assessable improvements to it

(

a) must be assessed by the Town of Sundre on the same basis as if

they had remained in Mountain View County, and

(

b) must be taxed by the Town of Sundre in respect of each

assessment class that applies to the annexed land and the assessable

improvements to it using the tax rate established by Mountain View County.

3 Where, in any taxation year, a portion of the annexed land

(

a) becomes a new parcel of land created as a result of subdivision

or separation of title by registered plan of subdivision or by instrument

or any other method that occurs at the request of, or on behalf of, the

landowner,

(

b) becomes a residual portion of 3 acres or less after a new

parcel referred to in clause (

a) has been created, or

(

c) is, at the request of or on behalf of the landowner,

redesignated under the Town of Sundre Land Use Bylaw,

section 2 ceases to apply at the end of that taxation year in respect

of that portion of the annexed land and the assessable improvements to it.

4 After

section 2 ceases to apply to a portion of the annexed land in a

taxation year, that portion of the annexed land and the assessable

improvements to it must be assessed and taxed for the purposes of property

taxes in that year in the same manner as other property of the same

assessment class in the Town of Sundre is assessed and taxed.

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GOVERNMENT NOTICES

AGRICULTURE, FOOD AND RURAL DEVELOPMENT

FORM 15

(Irrigation Districts Act)

(Section 88)

NOTICE TO IRRIGATION SECRETARIAT:

CHANGE OF AREA OF AN IRRIGATION DISTRICT

On behalf of the Western Irrigation District, I hereby request that the

Irrigation Secretariat forward a certified copy of this notice to the

Registrar of Land Titles for the purposes of registration under

section 23

of the Land Titles Act and arrange for notice to be published in the

Alberta Gazette.

The following parcels of land should be ADDED to the irrigation district

and the appropriate notation added to the certificate of title:

Short Legal Description

Title Number

SE 3-25-23-W4

911 004 568

I certify that the procedures required under

Part 4 of the Irrigation

Districts Act have been completed and the area of the Western Irrigation

District should be changed according to the above list.

Laurie Hodge, Office Manager.

Irrigation Secretariat.

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COMMUNITY DEVELOPMENT

NOTICE OF INTENTION TO DESIGNATE REGISTERED HISTORIC RESOURCE

(Historical Resources Act)

File No. Des 2033

Notice is hereby given that sixty days from the date of service of this

Notice, the Minister of Community Development intends to make an Order that

the structure known as:

the C.P.R.

Section Foreman's/Roadmaster's House, together with the land

legally described as:

Plan 8149AH, all that portion of Block (A), lying north west of Lot 2 Plan

8123208, south east of Lot 14 Plan 7820055 and north east of a line joining

the most southerly corner of said Lot 14 and the most westerly corner of

said Lot 2, excepting thereout all mines and minerals, and municipally

located at, 5200 Railway Avenue, Coronation, Alberta

be designated as a Registered Historic Resource under

section 19 of the

Historical Resources Act, R.S.A. 2000 C.H-9.

Dated June 7, 2002.

Mark Rasmussen, Assistant Deputy Minister.

_______________

File No. Des 2056

Notice is hereby given that sixty days from the date of service of this

Notice, the Minister of Community Development intends to make an Order that

the structure known as:

the Keen Hospital, together with the land legally described as:

Plan 959J, Block 6, Lot 4, excepting thereout all mines and minerals, and

the right to work the same, and municipally located at, 2207-20 Street,

Nanton, Alberta

be designated as a Registered Historic Resource under

section 19 of the

Historical Resources Act, R.S.A. 2000 C.H-9.

Dated June 7, 2002.

Mark Rasmussen, Assistant Deputy

Minister._______________________________________________________________________

ECONOMIC DEVELOPMENT

HOSTING EXPENSES EXCEEDING $600.00

For the Period January 1, 2000 to March 31, 2002

Function: Annual Meeting with China National Petroleum Corporation's (CNPC)

Board of Directors

Date: October 11, 1999

Amount: $2,188.07

Purpose: Dinner hosted by Minister Havelock with CNPC Board of Directors.

To increase commercial relations; promote trade, transfer of science and

technology between CNPC and Alberta.

Location: Beijing, China

Function: Strategic Tourism Marketing Council Monthly Meeting

Date: December 15-16, 1999

Amount: $1,314.26

Purpose: Hosted Industry - led council to discuss tourism policy and

marketing direction.

Location: Edmonton, Alberta

Function: Canadian Tourism Commission(CTC) / Tourism Destination Regions

(TDR) Industry Meetings

Date: January 18, 2000

Amount: $1,690.13

Purpose: Meeting of industry and TDR representatives with CTC

representatives from each of the geo-markets to discuss the needs and

co-operative opportunities of the Alberta tourism industry in

international markets.

Location: Calgary, Alberta

Function: Strategic Tourism Marketing Council Planning Session

Date: Jan 20-22, 2000

Amount: $5,532.62

Purpose: Planning Session to discuss, review and revise the Operating

Framework for the Strategic Tourism Marketing Council.

Location: Banff, Alberta

Function: Investment & Trade Strategic Planning Workshops

Date: February 8-9, 2000

Amount: $4,504.75

Purpose: To enhance partnership and alliances with Alberta businesses and

communities in coordinating market development, investment attractions, and

tourism.

Location: Cochrane, Alberta

Function: Travel Alberta Industry Marketing Workshops

Date: April 3, 2000

Amount: $836.30

Purpose: Meetings of Fort McMurray area tourism industry operators and

Travel Alberta to provide updates on marketing opportunities, the Strategic

Tourism Marketing Plan and share goals and successes.

Location: Fort McMurray, Alberta

Function: Travel Alberta Industry Marketing Workshops

Date: April 5, 2000

Amount: $857.26

Purpose: Meetings of Grande Prairie area tourism industry operators and

Travel Alberta to provide updates on marketing opportunities, the Strategic

Tourism Marketing Plan and share goals and successes.

Location: Grande Prairie Inn, Grande Prairie, Alberta

Function: Travel Alberta Industry Marketing Workshops

Date: April 11, 2000

Amount: $1,040.68

Purpose: Meetings of Medicine Hat area tourism industry operators and

Travel Alberta to provide updates on marketing opportunities, the Strategic

Tourism Marketing Plan and share goals and successes.

Location: Medicine Hat Lodge, Alberta

Function: Travel Alberta Industry Marketing

Workshops

Date: April 12, 2000

Amount: $968.90

Purpose: Meetings of Lethbridge area tourism industry operators and Travel

Alberta to provide updates on marketing opportunities, the Strategic

Tourism Marketing Plan and share goals and successes.

Location: Lethbridge Lodge Hotel, Lethbridge, Alberta

Function: Travel Alberta Industry Marketing Workshops

Date: April 17, 2000

Amount: $1,505.44

Purpose: Meetings of Banff area tourism industry operators and Travel

Alberta to provide updates on marketing opportunities, the Strategic

Tourism Marketing Plan and share goals and successes.

Location: Banff, Alberta

Function: Travel Alberta Industry Marketing Workshops

Date: April 19, 2000

Amount: $3,938.48

Purpose: Meetings of Edmonton area tourism industry operators and Travel

Alberta to provide updates on marketing opportunities, the Strategic

Tourism Marketing Plan and share goals and successes.

Location: Edmonton, Alberta

Function: Travel Alberta Industry Marketing Workshops

Date: April 20, 2000

Amount: $2,964.70

Purpose: Meetings of Calgary area tourism industry operators and Travel

Alberta to provide updates on marketing opportunities, the Strategic

Tourism Marketing Plan and share goals and successes.

Location: Calgary, Alberta

Function: Alberta Alumni in New York networking reception

Date: May 3, 2000

Amount: $4,004.36

Purpose: Alberta Economic Development, University of Alberta and University

of Calgary co-hosted a networking reception with alumni from the two

universities who are presently living and working in New York City. To

identify and build relationships with key individuals, these relationships

over time will provide Alberta with valuable contacts, leads and

intelligence on the New York City business community.

Location: New York, New York, USA

Function: Alberta/South America Networking Reception

Date: May 3, 2000

Amount: USD 1,089.05

Purpose: A networking event to introduce John Havelock, the Minister of

Economic Development, to South America's oil and gas community. In

addition provide networking opportunities between Alberta companies and

South American companies as well as Canadian Embassy Officials, to

establish contacts for future business transactions.

Location: Houston, TX, USA

Function: Canadian German Business Club Luncheon

Date: May 30, 2000

Amount: $1,119.33

Purpose: Meetings with targeted multinationals (MNE) from Germany, France

and U.K. with existing investments in Alberta to discuss the potential for

expansion of operations within Alberta.

Location: Frankfurt, Germany

Function: Alberta Economic Development Authority - Board Meeting

Date: May 15, 2000

Amount: $724.50

Purpose: To assist companies and industries in target sectors to improve

their long-term competitive performance and viability.

Location: Edmonton, Alberta

Function: Ministerial Mission to Europe

Date: June 2, 2000

Amount: $1,008.21

Purpose: Business lunch at the High Commission, co-hosted with the

Canada-UK Chamber of Commerce. To encourage UK companies to invest in

Alberta.

Location: London, United Kingdom

Function: CNPC-Alberta Petroleum Centre (CAPC) Board Meeting

Date: June 7, 2000

Amount: $1,248.63

Purpose: Banquet hosted by Deputy Minister of AED for members of the CAPC

Board. Promote increased trade of Alberta goods and services, and attract

investment to Alberta.

Location: Calgary, Alberta

Function: CNPC-Alberta Petroleum Centre (CAPC) Board Meeting

Date: June 9, 2000

Amount: $964.53

Purpose: Luncheon hosted by the Minister, the Honourable Jon Havelock for

members of the CAPC Board. Promote increased trade of Alberta goods and

services, and attract investment to Alberta.

Location: Calgary, Alberta

Function: Alberta International Business Centre - Opening Night Networking

Reception

Date: June 12, 2000

Amount: $30,202.37

Purpose: To officially open the Alberta International Business Centre to

Alberta Companies and International Delegates attending the National

Petroleum Show with unique networking opportunity.

Location: Calgary, Alberta

Function: Strategic Tourism Marketing Council Meeting

Date: August 10, 2000

Amount: $940.69

Purpose: Hosted industry - led council to discuss tourism policy and

marketing direction.

Location: Edmonton, Alberta

Function: Focus Group Testing Function

Date: August 17, 2000

Amount: $3,635.09

Purpose: Focus group testing of the new Alberta brand with 15 members

familiar with Alberta and 15 members non-familiar with Alberta.

Location: Seoul, Korea

Function: Heilongjiang Delegation Dinner

Date: August 31, 2000

Amount: $982.96

Purpose: Delegation from Heilongjiang, China to liaise with senior Alberta

Government officials on science and technology issues and areas of

cooperation.

Location: Edmonton, Alberta

Function: The Global Business Forum

Date: September 24, 2000

Amount: $42,545.33

Purpose: The Alberta Economic Development Authority (AEDA) and the Business

Council on National Issues (BCNI) co-sponsored a major business forum . The

Global Business Forum focused on how to improve Canada's competitive

positioning in the North American economy. The hosting charges represent

the cost of meals during the forum.

Location: Banff, Alberta

Function: Taiwan Venture Capital Delegation

Date: September 27, 2000

Amount: $1,131.84

Purpose: Hosting with Taiwan Delegation of Investors was an opportunity

for AED representatives to build relationships with Taiwan investors and

encourage increased investment into Alberta's Information and

Communications Technology sector. This was cost shared with Alberta

Innovation and Science (I&S). (AED - $555.92 and I & S - $575.92)

Location: Calgary, Alberta

Function: Canadian Tourism Commission Research Committee Meetings (CTCRC)

Date: September 13 -16, 2000

Amount: $957.94

Purpose: Annual Meetings of the CTCRC - members from each of the

provincial/territorial tourism research agencies, the CTCRC, Parks Canada,

the Canadian Tourism Research Institute, VIA Rail, Air Canada and other

private sector companies.

Location: Waterton, Alberta

Function: Travel Alberta Industry Marketing Workshops

Date: September 19, 2000

Amount: $2,187.78

Purpose: Meetings of Canmore area tourism industry operators and Travel

Alberta to provide updates on marketing opportunities, the Strategic

Tourism Marketing Plan and share goals and successes.

Location: Canmore, Alberta

Function: Travel Alberta Industry Marketing Workshops

Date: September 21, 2000

Amount: $2,123.35

Purpose: Meetings of Edmonton area tourism industry operators and Travel

Alberta to provide updates on marketing opportunities, the Strategic

Tourism Marketing Plan and share goals and successes.

Location: Edmonton, Alberta

Function: Travel Alberta Industry Marketing Workshops

Date: September 28, 2000

Amount: $1,215.07

Purpose: Meetings of Lethbridge area tourism industry operators and Travel

Alberta to provide updates on marketing opportunities, the Strategic

Tourism Marketing Plan and share goals and successes.

Location: Lethbridge, Alberta

Function: Travel Alberta Industry Marketing Workshops

Date: September 28, 2000

Amount: $3,294.46

Purpose: Meetings of Calgary area tourism industry operators and Travel

Alberta to provide updates on marketing opportunities, the Strategic

Tourism Marketing Plan and share goals and successes.

Location: Calgary, Alberta

Function: Canada -America Society Dinner

Date: October 5, 2000

Amount: $731.00

Purpose: The Canada-America Society with assistance from the Canadian

Consulate General Seattle hosted this event, which drew the senior Seattle

business community that do business and have strong relationships with

Canada.

Location: Seattle, Washington

Function: Growing Alberta - Harvest Gala 2000

Date: October 13, 2000

Amount: $680.00

Purpose: Celebration and recognition of achievements of Alberta Agri-food

Sector (Dinner/Reception).

Location: Calgary, Alberta

Function: Canadian Council for the Americas Wildrose

Date: November 15, 2000

Amount: $1,830.11

Purpose: Hosted Neuquen Delegation and Alberta companies.

Location: Calgary, Alberta

Function: Canada China Business Council Annual General Meeting 2000 - Team

Canada Mission to China Banquet - Alberta Table

Date: November 20, 2000

Amount: $5,168.46

Purpose: This was a key networking event on the Team Canada Mission for Key

Chinese contacts to meet Premier Klein and the Alberta Business delegation

on the Team Canada Mission.

Location: Beijing, China

Function: Consulting Engineers' of Alberta Showcase Awards

Date: January 27, 2001

Amount: $900.00

Purpose: Annual showcase awards event where consulting engineers are

recognized for award winning projects.

Location: Calgary, Alberta

Function: Federal/Provincial/Territorial Investment in Canada Working Group

Meeting

Date: February 5-6, 2001

Amount: $1,866.35

Purpose: Government officials directly involved with investment attraction

from the Federal, Provincial and Territorial governments - to address

issues and initiatives that support efforts to market the

provinces/territories and Canada.

Location: Canmore, Alberta

Function: Strategic Tourism Marketing Council Meeting

Date: February 8, 2001

Amount: $1,094.99

Purpose: Hosted Industry - led council to discuss tourism policy and

marketing direction.

Location: Calgary, Alberta

Function: Alberta Government Reception - Japan Office, Canadian Embassy

Date: February 20, 2001

Amount: $1,612.95

Purpose: Welcome reception for International Offices Directors' Meeting.

Location: Tokyo, Japan

Function: Tourism Destination Region Meeting

Date: March 20, 2001

Amount: $869.97

Purpose: Alberta Tourism Destination Region (TDR)/Contractors semi-annual

business meeting between Travel Alberta, all six TDR's and both the

in-province and international contractors. Each TDR's provided updates on

their activities and future plans to assist in improving working

relationships and communications. Reviewed common issues and shared

marketing success stories/strategies.

Location: Calgary, Alberta

Function: Strategic Tourism Marketing Council Meeting

Date: March 27, 2001

Amount: $709.44

Purpose: Hosted Industry - led council to discuss tourism policy and

marketing direction.

Location: Calgary, Alberta

Function: Alberta Economic Development Authority - CTA Review Meeting

Date: March 27, 2001

Amount: $816.50

Purpose:Transportation Meeting - to assist companies and industries in

target sectors to improve their long-term competitive performance and

viability.

Location: Calgary, Alberta

Function: Travel Alberta Industry Marketing Workshops

Date: April 17, 2001

Amount: $882.50

Purpose: Meetings of Fort Macleod area tourism industry operators and

Travel Alberta to provide updates on marketing opportunities, the Strategic

Tourism Marketing Plan and share goals and successes.

Location: Fort Macleod, Alberta

Function: Travel Alberta Industry Marketing Workshops

Date: April 18, 2001

Amount: $746.14

Purpose: Meetings of Medicine Hat Lodge area tourism industry operators and

Travel Alberta to provide updates on marketing opportunities, the Strategic

Tourism Marketing Plan and share goals and successes.

Location: Medicine Hat, Alberta

Function: Travel Alberta Industry Marketing Workshops

Date: April 19, 2001

Amount: $620.00

Purpose: Meetings of Rocky Mountain House area tourism industry operators

and Travel Alberta to provide updates on marketing opportunities, the

Strategic Tourism Marketing Plan and share goals and successes.

Location: Rocky Mountain House, Alberta

Function: Travel Alberta Industry Marketing Workshops

Date: April 20, 2001

Amount: $3,368.32

Purpose: Meetings of Calgary area tourism industry operators and Travel

Alberta to provide updates on marketing opportunities, the Strategic

Tourism Marketing Plan and share goals and successes.

Location: Calgary, Alberta

Function: Travel Alberta Industry Marketing Workshops

Date: April 24, 2001

Amount: $1,836.84

Purpose: Meetings of Banff area tourism industry operators and Travel

Alberta to provide updates on marketing opportunities, the Strategic

Tourism Marketing Plan and share goals and successes.

Location: Banff, Alberta

Function: Travel Alberta Industry Marketing Workshops

Date: April 24, 2001

Amount: $681.55

Purpose: Meetings of Camrose area tourism industry operators and Travel

Alberta to provide updates on marketing opportunities, the Strategic

Tourism Marketing Plan and share goals and successes.

Location: Camrose, Alberta

Function: Travel Alberta Industry Marketing Workshops

Date: April 25, 2001

Amount: $1,870.11

Purpose: Meetings of Jasper area tourism industry operators and Travel

Alberta to provide updates on marketing opportunities, the Strategic

Tourism Marketing Plan and share goals and successes.

Location: Jasper, Alberta

Function: Travel Alberta Industry Marketing Workshops

Date: April 26, 2001

Amount: $3,518.75

Purpose: Meetings of Edmonton area tourism industry operators and Travel

Alberta to provide updates on marketing opportunities, the Strategic

Tourism Marketing Plan and share goals and successes.

Location: Edmonton, Alberta

Function: Meeting with CEO's and Executive Management of Olymel

Date: April 26, 2001

Amount: $1,215.03

Purpose: To promote Alberta's continuing prosperity in growth and

expansion of Alberta's agrifood industry.

Location: Edmonton, Alberta

Function: Training Visitor Information Staff and Administrators from 10

Visitor Information Centre locations (60 people)

Date: May 2 - 4, 2001

Amount: $5,868.45

Purpose: The training process was to familiarize trainees with the

procedures and to ensure that each visitors' visit to Alberta is the best.

Location: Edmonton, Alberta

Function: Alberta Economic Development Authority

Date: May 4, 2001

Amount: $2,132.10

Purpose: To introduce new Minister of Economic Development, the Honourable

Mark Norris, to Calgary and area business community, and Calgary Economic

Development Department staff.

Location: Calgary, Alberta

Function: Alberta - Germany Partnership Dinner

Date: May 9, 2001

Amount: $1,307.88

Purpose: Hosted senior executives from a major German firm. The purpose of

the dinner was to confirm intentions and interest in the idea of building a

long-term mutually beneficial partnership. Cost shared between Alberta

Economic Development ($653.94) and Alberta Innovation & Science ($653.94).

Location: Calgary, Alberta

Function: Alberta Economic Development Authority

Date: May 11, 2001

Amount: $704.37

Purpose: Hosted Breakfast at the Annual Conference of Canada Japan Business

Committee. To assist companies and industries in target sectors to improve

their long-term competitive performance and viability.

Location: Calgary, Alberta

Function: International Development Research Council (IDRC) World Congress,

Canada Night in Seattle

Date: May 13, 2001

Amount: $10,000.00

Purpose: To develop awareness of Alberta within Canada as a destination for

business and investment.

Location: Seattle, Washington

Function: Skilled Worker Social Event

Date: May 18, 2001

Amount: $13,874.24

Purpose: The purpose of the event is to allow potential immigrants an

opportunity to speak to Canadians in the Silicon Valley about our country,

offering a validation to the "government presentations." This event was

paid by the department of Innovation and Science.

Location: Santa Clara, California

Function: Visit of Mexican Energy Legislators to Alberta

Date: May 24, 2001

Amount: $1,453.89

Purpose: Hosted Mexican elected officials, Alberta senior level private

sector and government on their fact-finding visit to Alberta. This

activity could result in greatly enhanced investment and trade

opportunities for Alberta companies.

Location: Calgary, Alberta

Function: Aboriginal Tourism Networking Session

Date: May 30, 2001

Amount: $1,407.14

Purpose: Creation of short and long term aboriginal tourism

strategies/projects through a collaborative agreement of participating

agencies. To stimulate the growth of Alberta's tourism industry.

Location: Edmonton, Alberta

Function: Alberta Food Business Seminar

Date: June 4, 2001

Amount: $15,464.26

Purpose: To investigate key Japanese regional markets with government,

association (Canada Beef Export Federation) and industry partners to

determine interest level in purchasing Alberta food products. Also, to

meet and develop contacts in these markets creating media and corporate

awareness of Alberta capabilities, and better understand local needs.

Location: Tokyo, Japan

Function: China National Petroleum Corporation - Alberta Petroleum Centre

(CAPC) Board Meeting in Xian, China

Date: June 12, 2001

Amount: $2,466.20

Purpose: Luncheon Meeting hosted by Deputy Minister and executive staff of

Alberta Economic Development with CAPC board members. To promote Alberta

goods and services. Attract new business opportunities for Alberta

petroleum companies in China through CAPC contacts and direct contacts with

Chinese companies.

Location: Xian, China

Function: Austrian Investment Mission Luncheon

Date: June 15, 2001

Amount: $1,288.22

Purpose: Minister hosted delegation of Austrian business leaders seeking

investment opportunities in Canada. This was an excellent opportunity to

raise the awareness level of Alberta amongst this influential group of

business leaders and put Alberta on the map as a potential location for

investment opportunities.

Location: Calgary, Alberta

Function: Alberta Economic Development, ADM, Investment & Trade Division -

Mission to Hong Kong

Date: June 15, 2001

Amount: $1,059.05

Purpose: Small Business reception with Alberta Hong Kong Office Staff, and

key Hong Kong business contacts to discuss business opportunities in

Alberta.

Location: Kowloon, Hong Kong

Function: Alberta Economic Development - Mission to Japan

Date: June 20, 2001

Amount: $2,154.35

Purpose: Small Business reception with Alberta Japan Office Staff, Canadian

Embassy Officials and key Japanese business contacts to discuss business

opportunities in Alberta.

Location: Tokyo, Japan

Function: Tourism Together.com

Date: June 27-28, 2001

Amount: $3,339.12

Purpose: Meetings of Travel Alberta, Travel Alberta International and

Parcom management teams to develop positive working relationships and to

strategize on how to achieve collective goals.

Location: Kananaskis, Alberta

Function: 2001 Advantage CEO Attraction Program

Date: July 29, 2001

Amount: $652.36

Purpose: Welcoming reception for the Mexican delegates to participate in

the 2001 Advantage CEO Program in conjunction with the World Championships

held in Edmonton.

Location: Calgary, Alberta

Function: 2001 Advantage CEO Attraction Program

Date: July 29, 2001

Amount: $773.51

Purpose: Dinner for 35 Mexican delegates at the CEO Attraction Program in

conjunction with the World Championships held in Edmonton . Business

meetings and presentations were organized to match Alberta companies with

Mexican companies to discuss mutual business opportunities.

Location: Calgary, Alberta

Function: 2001 Advantage CEO Attraction Program

Date: July 30, 2001

Amount: $2,904.58

Purpose: Dinner for 35 Mexican delegates at the CEO Attraction Program in

conjunction with the World Championships held in Edmonton . Business

meetings and presentations were organized to match Alberta companies with

Mexican companies to discuss mutual business opportunities.

Location: Calgary, Alberta

Function: 2001 Advantage CEO Attraction Program

Date: July 31, 2001

Amount: $2,729.42

Purpose: Dinner for 35 Mexican delegates at the CEO Attraction Program in

conjunction with the World Championships held in Edmonton . Business

meetings and presentations were organized to match Alberta companies with

Mexican companies to discuss mutual business opportunities.

Location: Banff, Alberta

Function: 2001 Advantage CEO Attraction Program

Date: August 1 - 2, 2001

Amount: $5,005.65

Purpose: Dinner and breakfast hosting for 35 Mexican delegates at the CEO

Attraction Program in conjunction with the World Championships held in

Edmonton. Business meetings and presentations were organized to match

Alberta companies with Mexican companies to discuss mutual business

opportunities.

Location: Jasper, Alberta

Function: 2001 Advantage CEO Attraction Program

Date: August 2, 2001

Amount: $1,482.37

Purpose: Dinner for 35 Mexican delegates at the CEO Attraction Program in

conjunction with the World Championships held in Edmonton. Business

meetings and presentations were organized to match Alberta companies with

Mexican companies to discuss mutual business opportunities.

Location: Edmonton, Alberta

Function: 2001 Advantage CEO Attraction Program

Date: August 1, 2001

Amount: $807.30

Purpose: Breakfast hosting for 35 Mexican delegates to participate in the

2001 Advantage CEO Program in conjunction with the World Championships held

in Edmonton August 3 - 12, 2001.

Location: Banff, Alberta

Function: Premier's Reception - 2001 Championship Program.

Date: August 2, 2001

Amount: $24,025.93

Purpose: Networking reception for Alberta Economic Development's 2001

Championship Program. International Investors, Alberta private sector

businesses, IAAF sponsors, senior government & elected officials were

invited to attend reception whereby the invitees discussed business and

investment opportunities. Reception for 350 guests.

Location: Edmonton, Alberta

Function: Meeting for Heads of Alberta's International Offices

Date: August 7, 2001

Amount: $1,069.50

Purpose: Reception and Luncheon hosted by the Minister of AED for Heads of

Alberta's international offices. Met with the Minister of AED and key

contacts within Alberta government to discuss international office

operations, the Department's (AED) business planning process and to

maintain constant communication with Alberta.

Location: Edmonton, Alberta

Function: Starzen Senior Management Mission/ Industry Round Table Dinner

Date: September 25, 2001

Amount: $1,120.80

Purpose: To promote increased trade of Alberta goods and services, and

attract investment to Alberta. Increase value-added meat exports to Japan.

Starzen is a significant importer of Alberta meat products and has

long-term interests in furthering trade and investment in Alberta.

Location: Calgary, Alberta

Function: Strategic Tourism Marketing Council Meeting

Date: September 27, 2001

Amount: $722.20

Purpose: Hosted Industry - led council to discuss tourism policy and

strategize on markets.

Location: Calgary, Alberta

Function: Canadian Tourism Commission and Travel Alberta Marketing

Presentation

Date: October 2, 2001

Amount: $632.50

Purpose: To give an overview of the Canadian Tourism Commision marketing

programs and opportunities for 2000-2003 time frame and how they are

complemented by Travel Alberta Marketing activities.

Location: Calgary, Alberta

Function: Growing Alberta - Harvest Gala 2001

Date: October 12, 2001

Amount: $1,500.00

Purpose: Promoting and networking with agriculture businesses and

companies, and recognition of excellence.

Location: Nisku, Alberta

Function: Joint meeting between senior Alberta government officials from

Alberta Economic Development and Alberta Agriculture Food & Rural

Development and representatives from China National Oil and Food

Import/Export Corporation

Date: October 18, 2001

Amount: $821.43

Purpose: Improved access to world market opportunity and the increased

export of value-added products to China.

Location: Edmonton, Alberta

Function: Japan International Office Business Hosting - Dinner reception

Date: October 22, 2001

Amount: $1,517.98

Purpose: Business meeting - aknowledgement presentation to Yoshinoya D&C

Location: Tokyo, Japan

Function: Networking breakfast at Canadian Embassy, Buenos Aires, Argentina

Date: October 25, 2001

Amount: $631.12

Purpose: To network with Argentinian business leaders from the oil and gas

sector and to make them aware of Alberta's capabilities and expertise in

this area.

Location: Buenos Aires, Argentina

Function: Mission to Okinawa - Dinner reception

Date: November 1, 2001

Amount: $1,126.03

Purpose: Alberta Japan Office's Managing Director met with government

officials and key industry business contacts in Okinawa to promote the

Alberta Advantage and to gain insight and contacts in this important

regional market.

Location: Okinawa, Japan

Function: Value-added Wood Product Industry

Date: November 7, 2001

Amount: $892.52

Purpose: Dinner for 8 industry representatives, in relation to meetings

with Forintek Canada Corporation regarding research and marketing projects

and potential increased presence in Alberta.

Location: Vancouver, B. C.

Function: Japan External Trade Organization

Date: November 7, 2001

Amount: $1,937.27

Purpose: Alberta government and business representatives from the

International Trade sector networked with representatives of the Japan

External Trade Organization. (Cost shared between Alberta Economic

Development - $968.64 and Innovation & Science $968.63)

Location: Calgary, Alberta

Function: 2001 Alberta Forest Industry Conference

Date: November 14, 2001

Amount: $5,707.31

Purpose: The 2001 Alberta Forest Industry Conference will bring together

corporate and government leaders' perspectives necessary to help expand the

economic value of the forestry industry for Albertans. The theme for 2001,

Forestry in Alberta - Increasing the Value, provides an opportunity to

highlight how the industry benefits the Province of Alberta.

Location: Edmonton, Alberta

Function: Alberta Economic Development Authority (AEDA) - Board of

Management Meeting

Date: November 23, 2001

Amount: $1,059.55

Purpose: Minister of Economic Development and members of AEDA Board of

Management Meeting. To assist companies and industries in target sectors

to improve their long-term competitive performance and viability.

Location: Calgary, Alberta

Function: Team Canada Mission in Dallas, Texas

Date: November 28, 2001

Amount: $2,200.00

Purpose: To bring together American oil & gas firms with Western Canadian

oil & gas firms as well as Western Minister's who have a responsibility for

oil & gas developments to discuss opportunities in Alberta and B.C.'s oil

and gas industry. (Cost 1,266 USD)

Location: Dallas, Texas

Function: Strategic Tourism Marketing Council Meeting

Date: December 16-17, 2001

Amount: $2,760.29

Purpose: Hosted industry to discuss tourism policy and marketing plan.

Location: Calgary, Alberta

Function: Sanmina-Sci & Alberta Meeting

Date: January 29, 2002

Amount: $860.09

Purpose: A full day program was developed for key executives of Sanmina-Sci

to encourage the company to stay and expand in Alberta and to give the

Sanmina executives an informal opportunity to meet with officials from

hi-tech companies who have chosen Calgary for their operations. The cost

for the luncheon was shared with Innovation & Science (Alberta Economic

Development $335.09, Alberta Innovation & Science $505)

Location: Calgary, Alberta

Function: Team Canada Mission - Moscow Seminar

Date: February 15, 2002

Amount: $2,086.16

Purpose: Premier of Alberta, Alberta Government officials and Alberta

companies' representatives met with Russian key business contacts to

discuss social & legal changes in doing business in Russia. Premier also

met with governors and vice governors of our 3 sister provinces in Russia.

Location: Moscow, Russia

Function: Ontario/Alberta Marketing Centres Launch event in Munich

Date: February 20 - 21, 2002

Amount: $9,132.23

Purpose: Premier's and Minister's hosting of Russian and German business

executives and opening of Alberta's office in Munich.

Location: Munich, Germany

Function: Post-Globe Reception in Alberta

Date: March 21, 2002

Amount: $1,890.00

Purpose: To welcome the post-globe 2002 Chinese delegation in Alberta to

look at Environmental Technologies and networking with Alberta companies.

Location: Calgary, Alberta

Function: Oil and Gas Industry Networking Reception at Global Petroleum

Show, International Business Centre (IBC)

Date: June 11 - 13, 2002

Amount: $1,700.00

Purpose: Alberta companies to meet with International buyers/delegates to

discuss business opportunities in the oil and gas industry. Six months

advance booking and prepayment for food catering is required at the

Global Petroleum Show.

Location: Calgary, Alberta

_______________________________________________________________________

FINANCE

CERTIFICATE OF DISSOLUTION

(Credit Union Act)

TABER SUGAR MAKERS SAVINGS AND CREDIT UNION LIMITED

Notice is hereby given that a Certificate of Dissolution was issued to

Taber Sugar Makers Savings and Credit Union Limited on May 27, 2002.

Dated at Edmonton, Alberta, May 27, 2002.

11-12 J.T. Flett, Deputy Superintendent of Insurance

and Financial Institutions.

_______________________________________________________________________

INSURANCE NOTICE

(Insurance Act)

THE HALIFAX INSURANCE COMPANY / ING INSURANCE COMPANY

OF CANADA

Effective January 1, 2002, The Halifax Insurance Company changed its name

to ING Insurance Company of Canada.

Dated at Edmonton, Alberta, June 5, 2002.

12-13 Arthur Hagan, Deputy Superintendent of Insurance

and Financial Institutions.

PEOPLEPLUS INSURANCE COMPANY / PP CONTINUANCE CO. INC.

Effective May 3, 2002, Peopleplus Insurance Company was continued as PP

Continuance Co. Inc. under the

Canada Business Corporations Act. The

Alberta licence was cancelled effective May 3, 2003.

11-12 Arthur Hagan, Deputy Superintendent of Insurance

and Financial Institutions._______________

VIRGINIA SURETY COMPANY, INC. / COMBINED SPECIALTY

INSURANCE COMPANY

Effective May 16, 2002, Virginia Surety Company, Inc. changed its name to

Combined Specialty Insurance Company.

11-12 Arthur Hagan, Deputy Superintendent of Insurance

and Financial

Institutions._______________________________________________________________________

ULTIMATE HEIR ACT

Pursuant to the Ultimate Heir Act, the Minister of Fiannce maintains a

record of estates passed to the Crown in the Right of Alberta.

Listed below are the names of the Estates which comprise the Ultimate Heir

Trust "A" as at March 31, 2002.

Name of Deceased

Date of Death

Laine, Edward William

September 24, 1990

Mcmanus, Flora

July 23, 1996

Russell, William

October 12, 1996

Cososky, Samuel

December 7, 1996

Kerr, Victor

January 10, 1997

Fenger, Bent

April 18, 1997

Vogelgesang, Helen

June 18, 1997

Zybczuk, John

July 14, 1998

Finnikin, Ramona

July 28, 1998

Dated June 10, 2002

Peter Kruseinicki, P. Eng.

Deputy Minister of Finance

HEALTH AND WELLNESS

HOSTING EXPENSES EXCEEDING $600.00

For the Period January 1, 2002 to March 31, 2002

Date Paid: January 2, 2002

Purpose: Health Workforce Division/Health Workforce Planning - Meeting of

Provincial Health Workforce Steering Committee

Place/Vendor: Delta Edmonton South Hotel & Conference Centre

Date of Function: December 5, 2001

Amount: $ 657.17

Date Paid: January 18, 2002

Purpose: Meeting of the Provincial & Territorial Deputy Ministers of Health

Place/Vendor: Westin Hotel - Ottawa

Date of Function: November 28 & 29, 2001

Amount: $ 1,610.80

Date Paid: February 1, 2002

Purpose: Health Report Review at Government House

Place/Vendor: Delta Edmonton South Hotel & Conference Centre

Date of Function: January 9, 2002

Amount: $ 1,216.13

Date Paid: February 15, 2002

Purpose: SPC Meeting at Government House

Place/Vendor: Delta Edmonton South Hotel & Conference Centre

Date of Function: January 21, 2002

Amount: $ 1,975.13

Date Paid: February 19, 2002

Purpose: Reception for Premier's Television Address at Government House

Place/Vendor: Delta Edmonton South Hotel & Conference Centre

Date of Function: January 21, 2002

Amount: $ 1,062.19

Date Paid: March 27, 2002

Purpose: Strategic Planning/Strategy Development - Presubmission Workshop

for Continuing Care Service Plans

Place/Vendor: Inn of 7th - Edmonton

Date of Function: March 14, 2002

Amount: $ 2,216.34

_______________________________________________________________________

INFRASTRUCTURE

SALE OR DISPOSITION OF LAND

(Government Organization Act)

Name of Purchaser: The Town of Magrath

Consideration: $60, 000

Land Description: Plan 3941JK, The Highway Maintenance Yard Site.

Containing 2.50 acres more or less, excepting thereout all mines and

minerals. Located in the Town of Magrath.

METIS SETTLEMENTS GENERAL COUNCIL

FINANCIAL ALLOCATION AMENDMENT POLICY

POLICY GC-P0201

Adopted April 3, 2002

1.1 CONTEXT

1. The purpose of this Policy is to allocate to the General

Council certain monies in

Part 1 of the Consolidated Fund which are

attributable to the co-management of subsurface resource agreements

(referred to herein as "Resource Revenue").

2. Pursuant to

section 8.3(2) of the General Council Rules and

Procedures, this Policy shall constitute an urgent Policy.

1.2

DEFINITIONS

Terms defined in the Metis Settlements Act (or its Schedules) or in

the General Council Rules and Procedures have the same meaning when used in

this Policy.

1.3 ALLOCATION OF AVAILABLE MONEY

From the money available for allocation, being that part of

Part 1 of

the Consolidated Fund attributable to Resource Revenue,

a) $ 710,000, being that portion of the Resource Revenue

attributable to the Overriding Royalty reserved to the General Council,

will be allocated to General Council for its budgetary use in the period

from April 1, 2002 to August 31, 2002.

1.4 STATUS OF POLICY

This Policy does not rescind or repeal any other General Council Policy in

whole or in part.

_______________________________________________________________________

FINANCIAL ALLOCATION POLICY

POLICY GC-P0202

Adopted April 4, 2002

1.1 CONTEXT

1. The purpose of this Policy is to allocate to the General

Council certain monies in

Part 1 of the Consolidated Fund which are

attributable to the co-management of subsurface resource agreements

(referred to herein as "Resource Revenue").

2. Pursuant to

section 8.3(2) of the General Council Rules and

Procedures, this Policy shall constitute an urgent Policy.

1.2

DEFINITIONS

Terms defined in the Metis Settlements Act (or its Schedules) or in

the General Council Rules and Procedures have the same meaning when used in

this Policy.

"Administrative costs" means staff salaries, office rent and related

expenses of General Council related to management and administration of

subsurface resources and of Resource Revenue.

1.3 ALLOCATION OF AVAILABLE MONEY

From the money available for allocation, being that part of

Part 1 of

the Consolidated Fund attributable to Resource Revenue,

a) $3,000,000 will be allocated to General Council in the period

from April 1, 2002 to August 31, 2002 for administrative costs and to fund

all of General Council's monetary obligations under the Co-Management

Agreements to which General Council is a party.

1.4 STATUS OF POLICY

This Policy does not rescind or repeal any other General Council

Policy in whole or in part.

_______________________________________________________________________

SAFETY CODES COUNCIL

CORPORATE ACCREDITATION

(Safety Codes Act)

Pursuant to

section 28 of the Safety Codes Act, it is hereby ordered that

- Flint Hills Resources Ltd., Accreditation No. C000241, Order No.

O00001374, June 10, 2002

authorized to administer the Safety Codes Act within their jurisdiction

excluding any municipalities that applied prior to Flint Hills listed in

Appendix A to this order for Electrical.

_______________________________________________________________________

MUNICIPAL ACCREDITATION

(Safety Codes Act)

Pursuant to

section 26 of the Alberta Safety Codes Act, it is hereby

ordered that

- Village of Delburne, Accreditation No. M000179, Order No. O00001373,

May 23, 2002

authorized to administer the Safety Codes Act within their jurisdiction for

Building, all parts of the Alberta Building Code, excluding any or all

things, processes or activities owned by or under the care and control of

corporations accredited by the Safety Codes Council.

_______________________________________________________________________

MUNICIPAL ACCREDITATION - CANCELLATION

(Safety Codes Act)

Pursuant to

section 26(3)(

c) of the Safety Codes Act, it is hereby ordered

that

- Village of Plamondon, Accreditation No. M000263, Order No. R00000313,

May 24, 2002

Due to its dissolution, the accreditation issued October 6, 2000 to

administer the Safety Codes Act for the discipline of Building is revoked

for new work undertaken and the municipality is to cease administration

within their jurisdiction under this accreditation effective May 1, 2002.

_______________

Pursuant to

section 26(3)(

c) of the Safety Codes Act, it is hereby ordered

that

- Village of Plamondon, Accreditation No. M000263, Order No. R00000314,

May 24, 2002

Due to its dissolution, the accreditation issued October 6, 2000 to

administer the Safety Codes Act for the discipline of Electrical is revoked

for new work undertaken and the municipality is to cease administration

within their jurisdiction under this accreditation effective May 1, 2002.

_______________

Pursuant to

section 26(3)(

c) of the Safety Codes Act, it is hereby ordered

that

- Village of Plamondon, Accreditation No. M000263, Order No. R00000315,

May 24, 2002

Due to its dissolution, the accreditation issued October 6, 2000 to

administer the Safety Codes Act for the discipline of Gas is revoked for

new work undertaken and the municipality is to cease administration within

their jurisdiction under this accreditation effective May 1, 2002.

_______________

Pursuant to

section 26(3)(

c) of the Safety Codes Act, it is hereby ordered

that

- Village of Plamondon, Accreditation No. M000263, Order No. R00000316,

May 24, 2002

Due to its dissolution, the accreditation issued October 6, 2000 to

administer the Safety Codes Act for the discipline of Plumbing is revoked

for new work undertaken and the municipality is to cease administration

within their jurisdiction under this accreditation effective May 1, 2002.

_______________________________________________________________________

ALBERTA SECURITIES COMMISSION

REPEAL OF

ALBERTA SECURITIES COMMISSION

FORMS

Forms repealed

1. The following Alberta Securities Commission Forms are repealed,

effective on June 30, 2002:

(

a) Form 16 Escrow Agreement for a Natural Resource Issuer;

(

b) Form 17 Escrow Agreement for an Issuer Other Than a Natural

Resource Issuer; and

(

c) Form 18 Acknowledgement by Transferee of Securities in Escrow.

Form 46-201F1

2. Form 46-201F1 Escrow Agreement is made an Alberta Securities

Commission Rule effective on June 30, 2002.

_______________________________________________________________________

FORM 46-201F1

ESCROW AGREEMENT

TABLE OF CONTENTS

PART TITLE

PART 1 ESCROW

1.1 Appointment of Escrow Agent

1.2 Deposit of Escrow Securities in Escrow

1.3 Direction to Escrow Agent

PART 2 RELEASE OF ESCROW SECURITIES

2.1 Release

Schedule for an Established Issuer

2.2 Release

Schedule for an Emerging Issuer

2.3 Delivery of Share Certificates for Escrow Securities

2.4 Replacement Certificates

2.5 Release upon Death

PART 3 EARLY RELEASE ON CHANGE OF ISSUER STATUS

3.1 Becoming an Established Issuer

3.2 Release of Escrow Securities

3.3 Filing Requirements

3.4 Amendment of Release

Schedule

PART 4 DEALING WITH ESCROW SECURITIES

4.1 Restriction on Transfer, etc.

4.2 Pledge, Mortgage or Charge as Collateral for a Loan

4.3 Voting of Escrow Securities

4.4 Dividends on Escrow Securities

4.5 Exercise of Other Rights Attaching to Escrow Securities

PART 5 PERMITTED TRANSFERS WITHIN ESCROW

5.1 Transfer to Directors and Senior Officers

5.2 Transfer to Other Principals

5.3 Transfer upon Bankruptcy

5.4 Transfer upon Realization of Pledged, Mortgaged or

Charged Escrow Securities

5.5 Transfer to Certain Plans and Funds

5.6 Effect of Transfer Within Escrow

PART 6 BUSINESS COMBINATIONS

6.1 Business Combinations

6.2 Delivery to Escrow Agent

6.3 Delivery to Depositary

6.4 Release of Escrow Securities to Depositary

6.5 Escrow of New Securities

6.6 Release from Escrow of New Securities

PART 7 RESIGNATION OF ESCROW AGENT

7.1 Resignation of Escrow Agent

PART 8 OTHER CONTRACTUAL ARRANGEMENTS

PART 9 NOTICES

9.1 Notice to Escrow Agent

9.2 Notice to Issuer

9.3 Deliveries to Securityholders

9.4 Change of Address

9.5 Postal Interruption

PART 10 GENERAL

10.1

Interpretation - "holding securities"

10.2 Further Assurances

10.3 Time

10.4 Incomplete IPO

10.5 Jurisdiction

10.6 Consent of Securities Regulators to Amendment

10.7 Governing Laws

10.8 Counterparts

10.9 Singular and Plural

10.10 Language

10.11 Benefit and Binding Effect

10.12 Entire Agreement

10.13 Successor to Escrow Agent

Schedule "A"

Schedule "B"

_______________________________________________________________________

FORM 46-201F1

ESCROW AGREEMENT

This is the form of agreement for escrow arrangements under National Policy

46-201 Escrow for Initial Public Offerings.

ESCROW AGREEMENT

THIS AGREEMENT is made as of the ______ day of ______________, ______

AMONG:

(the "Issuer")

AND:

(the "Escrow Agent")

AND:

EACH OF THE UNDERSIGNED SECURITYHOLDERS OF THE ISSUER

(a "Securityholder" or "you")

(collectively, the "Parties")

This Agreement is being entered into by the Parties under National Policy

46-201 Escrow for Initial Public Offerings (the Policy) in connection with

the proposed distribution (the IPO), by the Issuer, an

[established/emerging] issuer, of [describe

securities] by prospectus and/or by certain Securityholders, namely [names

of Securityholders], of [specify number of securities distributed by each

Securityholder and what percentage of each Securityholder's securities that

number represents] (the permitted secondary offering).

For good and valuable consideration, the Parties agree as follows:

PART 1 ESCROW

1.1 Appointment of Escrow Agent

The Issuer and the Securityholders appoint the Escrow Agent to act as

escrow agent under this Agreement. The Escrow Agent accepts the

appointment.

1.2 Deposit of Escrow Securities in Escrow

(1) You are depositing the securities (escrow securities) listed

opposite your name in

Schedule "A" with the Escrow Agent to be held in

escrow under this Agreement. You will immediately deliver or cause to be

delivered to the Escrow Agent any share certificates or other evidence of

these securities which you have or which you may later receive.

(2) f you receive any other securities (additional escrow

securities):

(

a) as a dividend or other distribution on escrow securities;

(

b) on the exercise of a right of purchase, conversion or

exchange attaching to escrow securities, including securities received on

conversion of special warrants;

(

c) on a subdivision, or compulsory or automatic conversion

or exchange of escrow securities; or

(

d) from a successor issuer in a business combination, if

Part 6 of this Agreement applies,

you will deposit them in escrow with the Escrow Agent. You

will deliver or cause to be delivered to the Escrow Agent any share

certificates or other evidence of those additional escrow securities. When

this Agreement refers to escrow securities, it includes additional escrow

securities.

(3) You will immediately deliver to the Escrow Agent any

replacement share certificates or other evidence of additional escrow

securities issued to you.

1.3 Direction to Escrow Agent

The Issuer and the Securityholders direct the Escrow Agent to hold the

escrow securities in escrow until they are released from escrow under this

Agreement.

PART 2 RELEASE OF ESCROW SECURITIES

2.1 Release

Schedule for an Established Issuer

2.1.1 Usual case

If the Issuer is an established issuer (as defined in

section 3.3 of the

Policy) and you have not sold any escrow securities in a permitted

secondary offering, your escrow securities will be released as follows:

On ________, 2___, the date the Issuer's securities are listed on a

Canadian exchange (the listing date)

1/4 of your escrow securities

6 months after the listing date

1/3 of your remaining escrow securities

12 months after the listing date

1/2 of your remaining escrow securities

18 months after the listing date

your remaining escrow securities

*In the simplest case, where there are no changes to the escrow securities

initially deposited and no additional escrow securities, then the release

schedule outlined above results in the escrow securities being released in

equal tranches of 25%.

2.1.2 Alternate meaning of "listing date"

If the Issuer is an established issuer, an alternate meaning for listing

date is the date the Issuer completes its IPO if the Issuer's securities

are listed on a Canadian exchange immediately before its IPO.

2.1.3 If there is a permitted secondary offering

(1) If the Issuer is an established issuer and you have sold in a

permitted secondary offering 25% or more of your escrow securities, your

escrow securities will be released as follows:

For delivery to complete the IPO

All escrow securities sold by you in the permitted secondary offering

6 months after the listing date

1/3 of your remaining escrow securities

12 months after the listing date

1/2 of your remaining escrow securities

18 months after the listing date

your remaining escrow securities

*In the simplest case, where there are no changes to the remaining escrow

securities upon completion of the permitted secondary offering and no

additional escrow securities, the release

schedule outlined above results

in the remaining escrow securities being released in equal tranches of 33

1/3%.

(2) If the Issuer is an established issuer and you have sold in a

permitted secondary offering less than 25% of your escrow securities, your

escrow securities will be released as follows:

For delivery to complete the IPO

All escrow securities sold by you in the permitted secondary offering

On the listing date

1/4 of your original number of escrow securities less the escrow securities

sold by you in the permitted secondary offering

6 months after the listing date

1/3 of your remaining escrow securities

12 months after the listing date

1/2 of your remaining escrow securities

18 months after the listing date

your remaining escrow securities

*In the simplest case, where there are no changes to the remaining escrow

securities upon completion of the permitted secondary offering and no

additional escrow securities, the release

schedule outlined above results

in the remaining escrow securities being released in equal tranches of 33

1/3% after completion of the release on the listing date.

2.1.4 Additional escrow securities

If you acquire additional escrow securities, those securities will be added

to the securities already in escrow, to increase the number of remaining

escrow securities. After that, all of the escrow securities will be

released in accordance with the applicable release

schedule in the tables

above.

2.2 Release

Schedule for an Emerging Issuer

2.2.1 Usual case

If the Issuer is an emerging issuer (as defined in

section 3.3 of the

Policy) and you have not sold any escrow securities in a permitted

secondary offering, your escrow securities will be released as follows:

On _______, 2____, the date the Issuer's securities are listed on a

Canadian exchange (the listing date)

1/10 of your escrow securities

6 months after the listing date

1/6 of your remaining escrow securities

12 months after the listing date

1/5 of your remaining escrow securities

18 months after the listing date

1/4 of your remaining escrow securities

24 months after the listing date

1/3 of your remaining escrow securities

30 months after the listing date

1/2 of your remaining escrow securities

36 months after the listing date

your remaining escrow securities

*In the simplest case, where there are no changes to the escrow securities

initially deposited and no additional escrow securities, the release

schedule outlined above results in the escrow securities being released in

equal tranches of 15% after completion of the release on the listing date.

2.2.2 Alternate meaning of "listing date"

If the Issuer is an emerging issuer, an alternate meaning for listing date

is the date the Issuer completes its IPO if:

(

a) the Issuer's securities are not listed on a Canadian exchange

immediately after its IPO; or

(

b) the Issuer's securities are listed on a Canadian exchange

immediately before its IPO.

2.2.3 If there is a permitted secondary offering

(1) If the Issuer is an emerging issuer and you have sold in a

permitted secondary offering 10% or more of your escrow securities, your

escrow securities will be released as follows:

For delivery to complete the IPO

All escrow securities sold by you in the permitted secondary offering

6 months after the listing date

1/6 of your remaining escrow securities

12 months after the listing date

1/5 of your remaining escrow securities

18 months after the listing date

1/4 of your remaining escrow securities

24 months after the listing date

1/3 of your remaining escrow securities

30 months after the listing date

1/2 of your remaining escrow securities

36 months after the listing date

your remaining escrow securities

*In the simplest case, where there are no changes to the remaining escrow

securities upon completion of the permitted secondary offering and no

additional escrow securities, the release

schedule outlined above results

in the remaining escrow securities being released in equal tranches of 16

2/3%.

(2) If the Issuer is an emerging issuer and you have sold in a

permitted secondary offering less than 10% of your escrow securities, your

escrow securities will be released as follows:

For delivery to complete the IPO

All escrow securities sold by you in the permitted secondary offering

On the listing date

1/10 of your original number of escrow securities less the escrow

securities sold by you in the permitted secondary offering

6 months after the listing date

1/6 of your remaining escrow securities

12 months after the listing date

1/5 of your remaining escrow securities

18 months after the listing date

1/4 of your remaining escrow securities

24 months after the listing date

1/3 of your remaining escrow securities

30 months after the listing date

1/2 of your remaining escrow securities

36 months after the listing date

your remaining escrow securities

*In the simplest case, where there are no changes to the remaining escrow

securities upon completion of the permitted secondary offering and no

additional escrow securities, the release

schedule outlined above results

in the remaining escrow securities

being released in equal tranches of 16 2/3% after completion of the release

on the listing date.

2.2.4 Additional escrow securities

If you acquire additional escrow securities, those securities will be added

to the securities already in escrow, to increase the number of remaining

escrow securities. After that, all of the escrow securities will be

released in accordance with the applicable release

schedule in the tables

above.

2.3 Delivery of Share Certificates for Escrow Securities

The Escrow Agent will send to each Securityholder any share certificates or

other evidence of that Securityholder's escrow securities in the possession

of the Escrow Agent released from escrow as soon as reasonably practicable

after the release.

2.4 Replacement Certificates

If, on the date a Securityholder's escrow securities are to be released,

the Escrow Agent holds a share certificate or other evidence representing

more escrow securities than are to be released, the Escrow Agent will

deliver the share certificate or other evidence to the Issuer or its

transfer agent and request replacement share certificates or other

evidence. The Issuer will cause replacement share certificates or other

evidence to be prepared and delivered to the Escrow Agent. After the

Escrow Agent receives the replacement share certificates or other evidence,

the Escrow Agent will send to the Securityholder or at the Securityholder's

direction, the replacement share certificate or other evidence of the

escrow securities released. The Escrow Agent and Issuer will act as soon

as reasonably practicable.

2.5 Release upon Death

(1) If a Securityholder dies, the Securityholder's escrow

securities will be released from escrow. The Escrow Agent will deliver any

share certificates or other evidence of the escrow securities in the

possession of the Escrow Agent to the Securityholder's legal

representative.

(2) Prior to delivery the Escrow Agent must receive:

(

a) a certified copy of the death certificate; and

(

b) any evidence of the legal representative's status that

the Escrow Agent may reasonably require.

PART 3 EARLY RELEASE ON CHANGE OF ISSUER STATUS

3.1 Becoming an Established Issuer

If the Issuer is an emerging issuer on the date of this Agreement and,

during this Agreement, the Issuer:

(

a) lists its securities on The Toronto Stock Exchange Inc.;

(

b) becomes a TSX Venture Exchange Inc. (TSX Venture) Tier 1

issuer; or

(

c) lists or quotes its securities on an exchange or market outside

Canada that its "principal regulator" under National Policy 43-201 Mutual

Reliance Review System for Prospectuses and Annual Information Forms (in

Quebec under Staff Notice, Mutual Reliance Review System for Prospectuses

and Annual Information Forms) or, if the Issuer has only filed its IPO

prospectus in one jurisdiction, the securities regulator in that

jurisdiction, is satisfied has minimum listing requirements at least equal

to those of TSX Venture Tier 1,

then the Issuer becomes an established issuer.

3.2 Release of Escrow Securities

(1) When an emerging issuer becomes an established issuer, the

release

schedule for its escrow securities changes.

(2) If an emerging issuer becomes an established issuer 18 months

or more after its listing date, all escrow securities will be released

immediately.

(3) If an emerging issuer becomes an established issuer within 18

months after its listing date, all escrow securities that would have been

released to that time, if the Issuer was an established issuer on its

listing date, will be released immediately. Remaining escrow securities

will be released in equal installments on the day that is 6 months, 12

months and 18 months after the listing date.

3.3 Filing Requirements

Escrow securities will not be released under this Part until the Issuer

does the following:

(

a) at least 20 days before the date of the first release of escrow

securities under the new release schedule, files with the securities

regulators in the jurisdictions in which it is a reporting issuer

(

i) a certificate signed by a director or officer of the

Issuer authorized to sign stating

(

A) that the Issuer has become an established

issuer by satisfying one of the conditions in

section 3.1 and specifying

the condition, and

(

B) the number of escrow securities to be

released on the first release date under the new release schedule, and

(ii) a copy of a letter or other evidence from the exchange or

quotation service confirming that the Issuer has satisfied the condition to

become an established issuer; and

(

b) at least 10 days before the date of the first release of escrow

securities under the new release schedule, issues and files with the

securities regulators in the jurisdictions in which it is a reporting

issuer a news release disclosing details of the first release of the escrow

securities and the change in the release schedule, and sends a copy of such

filing to the Escrow Agent.

3.4 Amendment of Release

Schedule

The new release

schedule will apply 10 days after the Escrow Agent receives

a certificate signed by a director or officer of the Issuer authorized to

sign

(

a) stating that the Issuer has become an established issuer by

satisfying one of the conditions in

section 3.1 and specifying the

condition;

(

b) stating that the release

schedule for the Issuer's escrow

securities has changed;

(

c) stating that the Issuer has issued a news release at least 10

days before the first release date under the new release

schedule and

specifying the date that the news release was issued; and

(

d) specifying the new release schedule.

PART 4 DEALING WITH ESCROW SECURITIES

4.1 Restriction on Transfer, etc.

Unless it is expressly permitted in this Agreement, you will not sell,

transfer, assign, mortgage, enter into a derivative transaction concerning,

or otherwise deal in any way with your escrow securities or any related

share certificates or other evidence of the escrow securities. If a

Securityholder is a private company controlled by one or more principals

(as defined in

section 3.5 of the Policy) of the Issuer, the Securityholder

may not participate in a transaction that results in a change of its

control or a change in the economic exposure of the principals to the risks

of holding escrow securities.

4.2 Pledge, Mortgage or Charge as Collateral for a Loan

You may pledge, mortgage or charge your escrow securities to a financial

institution as collateral for a loan, provided that no escrow securities or

any share certificates or other evidence of escrow securities will be

transferred or delivered by the Escrow Agent to the financial institution

for this purpose. The loan agreement must provide that the escrow

securities will remain in escrow if the lender realizes on the escrow

securities to satisfy the loan.

4.3 Voting of Escrow Securities

You may exercise any voting rights attached to your escrow securities.

4.4 Dividends on Escrow Securities

You may receive a dividend or other distribution on your escrow securities,

and elect the manner of payment from the standard options offered by the

Issuer. If the Escrow Agent receives a dividend or other distribution on

your escrow securities, other than additional escrow securities, the Escrow

Agent will pay the dividend or other distribution to you on receipt.

4.5 Exercise of Other Rights Attaching to Escrow Securities

You may exercise your rights to exchange or convert your escrow securities

in accordance with this Agreement.

PART 5 PERMITTED TRANSFERS WITHIN ESCROW

5.1 Transfer to Directors and Senior Officers

(1) You may transfer escrow securities within escrow to existing

or, upon their appointment, incoming directors or senior officers of the

Issuer or any of its material operating subsidiaries, if the Issuer's board

of directors has approved the transfer.

(2) Prior to the transfer the Escrow Agent must receive:

(

a) a certified copy of the resolution of the board of

directors of the Issuer approving the transfer;

(

b) a certificate signed by a director or officer of the

Issuer authorized to sign, stating that the transfer is to a director or

senior officer of the Issuer or a material operating subsidiary and that

any required approval from the Canadian exchange the Issuer is listed on

has been received;

(

c) an acknowledgment in the form of

Schedule "B" signed by

the transferee;

(

d) copies of the letters sent to the securities regulators

described in subsection (3) accompanying the acknowledgement; and

(

e) a transfer power of attorney, completed and executed by

the transferor in accordance with the requirements of the Issuer's transfer

agent.

(3) At least 10 days prior to the transfer, the Issuer will file a

copy of the acknowledgement with the securities regulators in the

jurisdictions in which it is a reporting issuer.

5.2 Transfer to Other Principals

(1) You may transfer escrow securities within escrow:

(

a) to a person or company that before the proposed transfer

holds more than 20% of the voting rights attached to the Issuer's

outstanding securities; or

(

b) to a person or company that after the proposed transfer

(

i) will hold more than 10% of the voting rights

attached to the Issuer's outstanding securities, and

(ii) has the right to elect or appoint one or more

directors or senior officers of the Issuer or any of its material operating

subsidiaries.

(2) Prior to the transfer the Escrow Agent must receive:

(

a) a certificate signed by a director or officer of the

Issuer authorized to sign stating that

(

I) the transfer is to a person or company that

the officer believes, after reasonable investigation, holds more than 20%

of the voting rights attached to the Issuer's outstanding securities before

the proposed transfer, or

(ii) the transfer is to a person or company that

(

A) the officer believes, after reasonable

investigation, will hold more than 10% of the voting rights attached to the

Issuer's outstanding securities, and

(

B) has the right to elect or appoint one

or more directors or senior officers of the Issuer or any of its material

operating subsidiaries

after the proposed transfer, and

(iii) any required approval from the Canadian

exchange the Issuer is listed on has been received;

(

b) an acknowledgment in the form of

Schedule "B" signed by

the transferee;

(

c) copies of the letters sent to the securities regulators

accompanying the acknowledgement; and

(

d) a transfer power of attorney, executed by the transferor

in accordance with the requirements of the Issuer's transfer agent.

(3) At least 10 days prior to the transfer, the Issuer will file a

copy of the acknowledgement with the securities regulators in the

jurisdictions in which it is a reporting issuer.

5.3 Transfer upon Bankruptcy

(1) You may transfer escrow securities within escrow to a trustee

in bankruptcy or another person or company entitled to escrow securities on

bankruptcy.

(2) Prior to the transfer, the Escrow Agent must receive:

(

a) a certified copy of either

(

i) the assignment in bankruptcy filed with the

Superintendent of Bankruptcy, or

(ii) the receiving order adjudging the

Securityholder bankrupt;

(

b) a certified copy of a certificate of appointment of the

trustee in bankruptcy;

(

c) a transfer power of attorney, completed and executed by

the transferor in accordance with the requirements of the Issuer's transfer

agent; and

(

d) an acknowledgment in the form of

Schedule "B" signed by:

(

i) the trustee in bankruptcy, or

(ii) on direction from the trustee, with evidence

of that direction attached to the acknowledgment form, another person or

company legally entitled to the escrow securities.

(3) Within 10 days after the transfer, the transferee of the escrow

securities will file a copy of the acknowledgment with the securities

regulators in the jurisdictions in which the Issuer is a reporting issuer.

5.4 Transfer Upon Realization of Pledged, Mortgaged or Charged Escrow

Securities

(1) You may transfer within escrow to a financial institution the

escrow securities you have pledged, mortgaged or charged under

section 4.2

to that financial institution as collateral for a loan on realization of

the loan.

(2) Prior to the transfer the Escrow Agent must receive:

(

a) a statutory declaration of an officer of the financial

institution that the financial institution is legally entitled to the

escrow securities;

(

b) a transfer power of attorney, executed by the transferor

in accordance with the requirements of the Issuer's transfer agent; and

(

c) an acknowledgement in the form of

Schedule "B" signed by

the financial institution.

(3) Within 10 days after the transfer, the transferee of the escrow

securities will file a copy of the acknowledgment with the securities

regulators in the jurisdictions in which the Issuer is a reporting issuer.

5.5 Transfer to Certain Plans and Funds

(1) You may transfer escrow securities within escrow to or between

a registered retirement savings plan (RRSP), registered retirement income

fund (RRIF) or other similar registered plan or fund with a trustee, where

the annuitant of the RRSP or RRIF, or the beneficiaries of the other

registered plan or fund are limited to you and your spouse, children and

parents, or, if you are the trustee of such a registered plan or fund, to

the annuitant of the RRSP or RRIF, or a beneficiary of the other registered

plan or fund, as applicable, or his or her spouse, children and parents.

(2) Prior to the transfer the Escrow Agent must receive:

(

a) evidence from the trustee of the transferee plan or fund,

or the trustee's agent, stating that, to the best of the trustee's

knowledge, the annuitant of the RRSP or RRIF, or the beneficiaries of the

other registered plan or fund do not include any person or company other

than you and your spouse, children and parents;

(

b) a transfer power of attorney, executed by the transferor

in accordance with the requirements of the Issuer's transfer agent; and

(

c) an acknowledgement in the form of

Schedule "B" signed by

the trustee of the plan or fund.

(3) Within 10 days after the transfer, the transferee of the escrow

securities will file a copy of the acknowledgment with the securities

regulators in the jurisdictions in which the Issuer is a reporting issuer.

5.6 Effect of Transfer Within Escrow

After the transfer of escrow securities within escrow, the escrow

securities will remain in escrow and released from escrow under this

Agreement as if no transfer has occurred on the same terms that applied

before the transfer. The Escrow Agent will not deliver any share

certificates or other evidence of the escrow securities to transferees

under this

Part 5.

PART 6 BUSINESS COMBINATIONS

6.1 Business Combinations

This Part applies to the following (business combinations):

(

a) a formal take-over bid for all outstanding equity securities of

the Issuer or which, if successful, would result in a change of control of

the Issuer

(

b) a formal issuer bid for all outstanding equity securities of

the Issuer

(

c) a statutory arrangement

(

d) an amalgamation

(

e) a merger

(

f) a reorganization that has an effect similar to an amalgamation

or merger

6.2 Delivery to Escrow Agent

You may tender your escrow securities to a person or company in a business

combination. At least five business days prior to the date the escrow

securities must be tendered under the business combination, you must

deliver to the Escrow Agent:

(

a) a written direction signed by you that directs the Escrow Agent

to deliver to the depositary under the business combination any share

certificates or other evidence of the escrow securities and a completed and

executed cover letter or similar document and, where required, transfer

power of attorney completed and executed for transfer in accordance with

the requirements of the depositary, and any other documentation specified

or provided by you and required to be delivered to the depositary under the

business combination; and

(

b) any other information concerning the business combination as

the Escrow Agent may reasonably request.

6.3 Delivery to Depositary

As soon as reasonably practicable, and in any event no later than three

business days after the Escrow Agent receives the documents and information

required under

section

6.2, the Escrow Agent will deliver to the depositary, in accordance with

the direction, any share certificates or other evidence of the escrow

securities, and a letter addressed to the depositary that

(

a) identifies the escrow securities that are being tendered;

(

b) states that the escrow securities are held in escrow;

(

c) states that the escrow securities are delivered only for the

purposes of the business combination and that they will be released from

escrow only after the Escrow Agent receives the information described in

section 6.4;

(

d) if any share certificates or other evidence of the escrow

securities have been delivered to the depositary, requires the depositary

to return to the Escrow Agent, as soon as practicable, any share

certificates or other evidence of escrow securities that are not released

from escrow into the business combination; and

(

e) where applicable, requires the depositary to deliver or cause

to be delivered to the Escrow Agent, as soon as practicable, any share

certificates or other evidence of additional escrow securities that you

acquire under the business combination.

6.4 Release of Escrow Securities to Depositary

The Escrow Agent will release from escrow the tendered escrow securities

when the Escrow Agent receives a declaration signed by the depositary or,

if the direction identifies the depositary as acting on behalf of another

person or company in respect of the business combination, by that other

person or company, that:

met or waived; and

(

b) the escrow securities have either been taken up and paid for or

are subject to an unconditional obligation to be taken up and paid for

under the business combination.

6.5 Escrow of New Securities

If you receive securities (new securities) of another issuer (successor

issuer) in exchange for your escrow securities, the new securities will be

subject to escrow in substitution for the tendered escrow securities if,

immediately after completion of the business combination:

(

a) the successor issuer is not an exempt issuer (as defined in

section 3.2 of the Policy);

(

b) you are a principal (as defined in

section 3.5 of the Policy)

of the successor issuer; and

(

c) you hold more than 1% of the voting rights attached to the

successor issuer's outstanding securities (In calculating this percentage,

include securities that may be issued to you under outstanding convertible

securities in both your securities and the total securities outstanding.)

6.6 Release from Escrow of New Securities

(1) As soon as reasonably practicable after the Escrow Agent

receives:

(

a) a certificate from the successor issuer signed by a director or

officer of the successor issuer authorized to sign

(

i) stating that it is a successor issuer to the Issuer as a

result of a business combination and whether it is an emerging issuer or an

established issuer under the Policy, and

(ii) listing the Securityholders whose new securities are

subject to escrow under

section 6.5,

the escrow securities of the Securityholders whose new securities are not

subject to escrow under

section 6.5 will be released, and the Escrow Agent

will send any share certificates or other evidence of the escrow securities

in the possession of the Escrow Agent in accordance with

section 2.3.

(2) If your new securities are subject to escrow, unless subsection

(3) applies, the Escrow Agent will hold your new securities in escrow on

escrow securities that you exchanged.

(3) If the Issuer is

(

a) an emerging issuer, the successor issuer is an

established issuer, and the business combination occurs 18 months or more

after the Issuer's listing date, all escrow securities will be released

immediately; and

(

b) an emerging issuer, the successor issuer is an

established issuer, and the business combination occurs within 18 months

after the Issuer's listing date, all escrow securities that would have been

released to that time, if the Issuer was an established issuer on its

listing date, will be released immediately. Remaining escrow securities

will be released in equal instalments on the day that is 6 months, 12

months and 18 months after the Issuer's listing date.

PART 7 RESIGNATION OF ESCROW AGENT

7.1 Resignation of Escrow Agent

(1) If the Escrow Agent wishes to resign as escrow agent, the

Escrow Agent will give written notice to the Issuer.

(2) If the Issuer wishes to terminate the Escrow Agent as escrow

agent, the Issuer will give written notice to the Escrow Agent.

(3) If the Escrow Agent resigns or is terminated, the Issuer will

be responsible for ensuring that the Escrow Agent is replaced not later

than the resignation or termination date by another escrow agent that is

acceptable to the securities regulators having jurisdiction in the matter

and that has accepted such appointment, which appointment will be binding

on the Issuer and the Securityholders.

(4) The resignation or termination of the Escrow Agent will be

effective, and the Escrow Agent will cease to be bound by this Agreement,

on the date that is 60 days after the date of receipt of the notices

referred to above by the Escrow Agent or Issuer, as applicable, or on such

other date as the Escrow Agent and the Issuer may agree upon (the

"resignation or termination date"), provided that the resignation or

termination date will not be less than 10 business days before a release

date.

(5) If the Issuer has not appointed a successor escrow agent within

60 days of the resignation or termination date, the Escrow Agent will

apply, at the Issuer's expense, to a court of competent jurisdiction for

the appointment of a successor escrow agent, and the duties and

responsibilities of the Escrow Agent will cease immediately upon such

appointment.

(6) On any new appointment under this section, the successor Escrow

Agent will be vested with the same powers, rights, duties and obligations

as if it had been originally named herein as Escrow Agent, without any

further assurance, conveyance, act or deed. The predecessor Escrow Agent,

upon receipt of payment for any outstanding account for its services and

expenses then unpaid, will transfer, deliver and pay over to the successor

Escrow Agent, who will be entitled to receive, all securities, records or

other property on deposit with the predecessor Escrow Agent in relation to

this Agreement and the predecessor Escrow Agent will thereupon be

discharged as Escrow Agent.

(7) If any changes are made to

Part 8 of this Agreement as a result

of the appointment of the successor Escrow Agent, those changes must not be

inconsistent with the Policy and the terms of this Agreement and the Issuer

to this Agreement will file a copy of the new Agreement with the securities

regulators with jurisdiction over this Agreement and the escrow securities.

PART 8 OTHER CONTRACTUAL ARRANGEMENTS

[You may insert any other contractual arrangements the Parties to this

Agreement wish to provide to govern the responsibilities, remuneration,

liabilities, and indemnities for the duties of the Escrow Agent or any

other matter which the Parties wish to include in this Agreement provided

that the terms are not inconsistent with the Policy and the terms of this

Agreement.]

PART 9 NOTICES

9.1 Notice to Escrow Agent

Documents will be considered to have been delivered to the Escrow Agent on

the next business day following the date of transmission, if delivered by

fax, the date of delivery, if delivered by hand during normal business

hours or by prepaid courier, or 5 business days after the date of mailing,

if delivered by mail, to the following:

[Name, address, contact person, fax number]

9.2 Notice to Issuer

Documents will be considered to have been delivered to the Issuer on the

next business day following the date of transmission, if delivered by fax,

the date of delivery, if delivered by hand during normal business hours or

by prepaid courier, or 5 business days after the date of mailing, if

delivered by mail, to the following:

[Name, address, contact person, fax number]

9.3 Deliveries to Securityholders

Documents will be considered to have been delivered to a Securityholder on

the date of delivery, if delivered by hand or by prepaid courier, or 5

business days after the date of mailing, if delivered by mail, to the

address on the Issuer's share register.

Any share certificates or other evidence of a Securityholder's escrow

securities will be sent to the Securityholder's address on the Issuer's

share register unless the Securityholder has advised the Escrow Agent in

writing otherwise at least ten business days before the escrow securities

are released from escrow. The Issuer will provide the Escrow Agent with

each Securityholder's address as listed on the Issuer's share register.

9.4 Change of Address

(1) The Escrow Agent may change its address for delivery by

delivering notice of the change of address to the Issuer and to each

Securityholder.

(2) The Issuer may change its address for delivery by delivering

notice of the change of address to the Escrow Agent and to each

Securityholder.

(3) A Securityholder may change that Securityholder's address for

delivery by delivering notice of the change of address to the Issuer and to

the Escrow Agent.

9.5 Postal Interruption

A Party to this Agreement will not mail a document it is required to mail

under this Agreement if the Party is aware of an actual or impending

disruption of postal service.

PART 10 GENERAL

10.1

Interpretation - "holding securities"

When this Agreement refers to securities that a Securityholder "holds", it

means that the Securityholder has direct or indirect beneficial ownership

of, or control or direction over, the securities.

10.2 Further Assurances

The Parties will execute and deliver any further documents and perform any

further acts reasonably requested by any of the Parties to this Agreement

which are necessary to carry out the intent of this Agreement.

10.3 Time

Time is of the essence of this Agreement.

10.4 Incomplete IPO

If the Issuer does not complete its IPO and has become a reporting issuer

in one or more jurisdictions because it has obtained a receipt for its IPO

prospectus, this Agreement will remain in effect until the securities

regulators in those jurisdictions order that the Issuer has ceased to be a

reporting issuer.

10.5 Governing Laws

The laws of [insert principal jurisdiction] (the "Principal Regulator") and

the applicable laws of Canada will govern this Agreement.

10.6 Jurisdiction

The securities regulator in each jurisdiction where the Issuer files its

IPO prospectus has jurisdiction over this Agreement and the escrow

securities.

10.7 Consent of Securities Regulators to Amendment

Except for amendments made under

Part 3, the securities regulators with

jurisdiction must approve any amendment to this Agreement and will apply

mutual reliance principles in reviewing any amendments that are filed with

them. Therefore, the consent of the Principal Regulator will evidence the

consent of all securities regulators with jurisdiction.

10.8 Counterparts

The Parties may execute this Agreement by fax and in counterparts, each of

which will be considered an original and all of which will be one

agreement.

10.9 Singular and Plural

Wherever a singular expression is used in this Agreement, that expression

is considered as including the plural or the body corporate where required

by the context.

10.10 Language

request of all Parties. Cette convention a été rédigé en

10.11 Benefit and Binding Effect

This Agreement will benefit and bind the Parties and their heirs,

executors, administrators, successors and permitted assigns and all persons

claiming through them as if they had been a Party to this Agreement.

10.12 Entire Agreement

This is the entire agreement among the Parties concerning the subject

matter set out in this Agreement and supersedes any and all prior

understandings and agreements.

10.13 Successor to Escrow Agent

Any corporation with which the Escrow Agent may be amalgamated, merged or

consolidated, or any corporation succeeding to the business of the Escrow

Agent will be the successor of the Escrow Agent under this Agreement

without any further act on its

part or on the part or any of the Parties, provided that the successor is

recognized as a transfer agent by the Canadian exchange the Issuer is

listed on (or if the Issuer is not listed on a Canadian exchange, by any

Canadian exchange) and notice is given to the securities regulators with

jurisdiction.

The Parties have executed and delivered this Agreement as of the date set

out above.

[Escrow Agent]

____________________________________

Authorized signatory

____________________________________

Authorized signatory

[Issuer]

_________________________________

Authorized signatory

_________________________________

Authorized signatory

If the Securityholder is an individual:

Signed, sealed and delivered by )

[Securityholder] in the presence of: )

_________________________________)

Signature of Witness ) _______________________________

) [Securityholder]

_________________________________)

Name of Witness )

If the Securityholder is not an individual:

[Securityholder]

_________________________________

Authorized signatory

_________________________________

Authorized signatory

SCHEDULE "A"

ESCROW AGREEMENT

SECURITYHOLDER

Name:

Securities:

Class or description

Number

Certificate(s) (if applicable)

SCHEDULE "B"

ESCROW AGREEMENT

ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND

I acknowledge that the securities listed in the attached

Schedule "A" (the

"escrow securities") have been or will be transferred to me and that the

escrow securities are subject to an Escrow Agreement dated

__________________________ (the "Escrow Agreement").

For other good and valuable consideration, I agree to be bound by the

Escrow Agreement in respect of the escrow securities, as if I were an

original signatory to the Escrow Agreement.

Dated at ____________________ on ______________.

Where the transferee is an individual:

Signed, sealed and delivered by )

[Transferee] in the presence of: )

________________________________ )

Signature of Witness )

_______________________________

) [Transferee]

________________________________ )

Name of Witness )

Where the transferee is not an individual:

[Transferee]

________________________________

Authorized signatory

________________________________

Authorized signatory

_______________________________________________________________________

NATIONAL INSTRUMENT 54-101

COMMUNICATION WITH BENEFICIAL OWNERS

OF SECURITIES OF A REPORTING ISSUER

[July 1, 2002]

TABLE OF CONTENTS

PART TITLE

PART 1

DEFINITIONS AND

INTERPRETATION

1.1

Definitions

1.2 Holding of Security by Intermediary

1.3 Use of Required Forms

1.4 Fees

PART 2 REPORTING ISSUERS

2.1 Establishment of Meeting and Record Dates

2.2 Notification of Meeting and Record Dates

2.3 Intermediary Search Request - Request to Depository

2.4 No Intermediary Search Request if Reporting Issuer has Electronic

Access

2.5 Request for Beneficial Ownership Information

2.6 No Depositories or Intermediaries are Registered Holders

2.7 Sending Proxy-Related Materials to Beneficial Owners

2.8 Other Securityholder Materials

2.9 Direct Sending of Proxy-Related Materials to NOBOs by Reporting

Issuer

2.10 Sending Securityholder Materials Against Instructions

2.11 Disclose How Information Obtained

2.12 Indirect Sending of Securityholder Materials by Reporting Issuer

2.13 Fee for Search

2.14 Fee for Sending Materials Indirectly

2.15 Adjournment or Change in Meeting

2.16 Explanation of Voting Rights

2.17 Request for Voting Instructions

2.18 Request for Legal Proxy

2.19 Tabulation and Execution of Voting Instructions

2.20 Abridging Time

PART 3 INTERMEDIARIES' OBLIGATIONS CONCERNING THE OBTAINING OF

BENEFICIAL OWNER INSTRUCTIONS

3.1 Intermediary Information to Depository

3.2 Instructions from New Clients

3.3 Transitional - Instructions from Existing Clients

3.4 Amending Client Instructions

3.5 Application of Instructions to Accounts

PART 4 INTERMEDIARIES' OTHER OBLIGATIONS

4.1 Request for Beneficial Ownership Information - Response

4.2 Sending of Securityholder Materials to Beneficial Owners by

Intermediaries

4.3 Sending Securityholder Materials Against Instructions

4.4 Request for Voting Instructions

4.5 Request for Legal Proxy

4.6 Tabulation and Execution of Voting Instructions

4.7 Securities Legislation

PART 5 DEPOSITORIES

5.1 Intermediary Master List

5.2 Index of Meeting and Record Dates

5.3 Depository Response to Intermediary Search Request by Reporting

Issuer

5.4 Depository to Send Participant Omnibus Proxy to Reporting Issuer

PART 6 OTHER PERSONS OR COMPANIES

6.1 Requests for NOBO Lists from a Reporting Issuer

6.2 Other Rights and Obligations of Persons and Companies other than

Reporting Issuers

PART 7 USE OF NOBO LIST

7.1 Use of NOBO List

PART 8 MISCELLANEOUS

8.1 Default of Party in Communication Chain

8.2 Right to Proxy

PART 9 EXCEPTIONS AND EXEMPTIONS

9.1 Audited Annual Financial Statements or Annual Report

9.2 Exemptions

PART 10 EFFECTIVE DATES AND TRANSITION

10.1 Effective Date of Instrument

10.2 Transition

10.3 Sending of Proxy-Related Materials

10.4 NOBO Lists

Form 54-101F1 EXPLANATION TO CLIENTS AND CLIENT RESPONSE FORM

Form 54-101F2 REQUEST FOR BENEFICIAL OWNERSHIP INFORMATION

Form 54-101F3 OMNIBUS PROXY (DEPOSITORIES)

Form 54-101F4 OMNIBUS PROXY (PROXIMATE INTERMEDIARIES)

Form 54-101F5 ELECTRONIC FORMAT FOR NOBO LIST

Form 54-101F6 REQUEST FOR VOTING INSTRUCTIONS MADE BY REPORTING ISSUER

Form 54-101F7 REQUEST FOR VOTING INSTRUCTIONS MADE BY INTERMEDIARY

Form 54-101F8 LEGAL PROXY

Form 54-101F9 UNDERTAKING

NATIONAL INSTRUMENT 54-101

COMMUNICATION WITH BENEFICIAL OWNERS

OF SECURITIES OF A REPORTING ISSUER

[July 1, 2002]

PART 1

DEFINITIONS AND

INTERPRETATION

1.1

Definitions - In this Instrument

"affairs" means the relationship among a reporting issuer, its

affiliates, and their securityholders, partners, directors and officers,

other than the business carried on by the reporting issuer;

"annual report" means an annual report of a reporting issuer that

includes the audited annual financial statements of the reporting issuer,

and any other document required by Canadian securities legislation to be

included in or sent with an annual report;

"beneficial owner" means, for a security held by an intermediary in

an account, the person or company that is identified as providing the

instructions contained in a client response form or, if no instructions are

provided, the person or company that has the authority to provide those

instructions;

"beneficial ownership determination date" means, for a meeting,

(

a) the record date for voting, or

(

b) in the absence of a record date for voting, the record date for

notice;

"business day" means a day other than a Saturday, Sunday or statutory

holiday in the local jurisdiction;

"CDS" means the Canadian Depository for Securities Limited and any

successor to its depository business;

"client" means a person or company on whose behalf an intermediary

directly holds a security;

"client response form" means the form of response set out in Form

54-101F1;

"corporate law" means, for a reporting issuer, any legislation,

constating instrument or agreement that governs the affairs of the

reporting issuer;

"day" means a calendar day unless express reference is made to a

business day;

"depository" means CDS and any other person or company recognized as

a depository by the securities regulatory authority for the purpose of this

Instrument;

"explanation to clients" means an explanation to clients set out in

the form of Form 54-101F1;

"FINS" means Financial Institution Numbering System;

"intermediary" means, for a security, a person or company that, in

connection with its business, holds the security on behalf of another

person or company, and that is not

(

a) a person or company that holds the security only as a

custodian, and is not the registered securityholder of the security nor

holding the security as a participant in a depository,

(

b) a depository, or

(

c) a beneficial owner of the security;

"intermediary master list" means a list of intermediaries that a

depository maintains under

section 5.1;

"intermediary search request" means the request referred to in

section 2.3;

"legal proxy" means a voting power of attorney, in the form of Form

54-101F8, granted to a beneficial owner by either an intermediary or a

reporting issuer under a written request of the beneficial owner;

"meeting" means a meeting of securityholders of a reporting issuer;

"NOBO" means a non-objecting beneficial owner;

"NOBO list" means a non-objecting beneficial owner list;

"nominee" means a person or company that acts as a passive

title-holder to hold securities and does not carry on business in its own

right;

"non-objecting beneficial owner" means a beneficial owner of

securities that

(

a) has provided instructions to an intermediary holding the

securities in an account on behalf of the beneficial owner that the

beneficial owner does not object, for that account, to the intermediary

disclosing ownership information about the beneficial owner under this

Instrument, or

(

b) is a non-objecting beneficial owner under subparagraph (

i) or

(ii) of paragraph 3.3(b);

"non-objecting beneficial owner list" means, for an intermediary, a

list that includes ownership information concerning NOBOs on whose behalf

the intermediary, or another intermediary holding directly or indirectly

through the intermediary, holds securities and information regarding

instructions from those NOBOs concerning receipt of securityholder

materials and

(

a) if prepared in non-electronic form, is in a clear and readable

format and contains the information referred to in paragraph (b), or

(

b) if prepared in electronic form, is prepared in the form of, and

contains the information prescribed in, Form 54-101F5;

"notification of meeting and record dates" means the notification

referred to in

section 2.2;

"NP41" means National Policy Statement No. 41;

"objecting beneficial owner" means a beneficial owner of securities

that

(

a) has provided instructions to an intermediary holding the

securities in an account on behalf of the beneficial owner that the

beneficial owner objects, for that account, to the intermediary disclosing

ownership information about the beneficial owner under this Instrument, or

(

b) is an objecting beneficial owner under subparagraph (iii) of

paragraph 3.3(b);

"OBO" means an objecting beneficial owner;

"omnibus proxy" means, for a meeting,

(

a) for a depository, a proxy in the form of Form 54-101F3, and

(

b) for an intermediary, a proxy in the form of Form 54-101F4;

"ownership information" means, for a beneficial owner of securities

that holds the securities through an intermediary in an account of the

intermediary, the beneficial owner's name, address, holdings of the

securities in the account, preferred language of communication, if known,

the electronic mail address of the beneficial owner, and whether the

beneficial owner has given to the intermediary a currently valid consent to

the electronic delivery of documents from the intermediary;

"participant in a depository" means a person or company for whom a

depository maintains an account in which entries may be made to effect a

transfer or pledge of a security;

language or the French language;

"proximate intermediary" means, for a security,

(

a) a participant in a depository holding the security, or

(

b) an intermediary that is the registered holder of the security;

"proxy-related materials" means securityholder material relating to a

meeting that the reporting issuer is required under corporate law or

securities legislation to send to the registered holders of the securities;

"record date for notice" means, for a meeting, the date established

in accordance with corporate law for the determination of the registered

holders of securities that are entitled to receive notice of the meeting;

"record date for voting" means, for a meeting, the date, if any,

established in accordance with corporate law for the determination of the

registered holders of securities that are entitled to vote at the meeting;

"registered holder" means, for a security, the person or company

shown as the holder of the security on the books or records of the

reporting issuer;

"request for beneficial ownership information" means, for a security,

a request for beneficial ownership information in the form of Form 54-101F2

sent by a reporting issuer to a proximate intermediary holding the

security;

"request for voting instructions" means, for a security that carries

the right to vote at a meeting,

(

a) if the request is made by the reporting issuer, a request for

voting instructions from a beneficial owner of the security that is a NOBO,

set out in the form of Form 54-101F6, and

(

b) if the request is made by an intermediary, a request for voting

instructions from the beneficial owner of the security on whose behalf the

intermediary holds the security set out in the form of Form 54-101F7;

"routine business" means, for a meeting,

(

a) consideration of the minutes of an earlier meeting,

(

b) consideration of the financial statements of the reporting

issuer or an auditor's report on the financial statements of the reporting

issuer,

(

c) election of directors of the reporting issuer,

(

d) setting or changing of the number of directors to be elected

within a range permitted by corporate law, if no change to the constating

documents of the reporting issuer is required in connection with that

action, or

(

e) reappointment of an incumbent auditor of the reporting issuer;

"security" means a security of a reporting issuer;

"securityholder" means, for a security, the registered holder of the

security, the beneficial owner of the security, or both, depending upon the

context;

"securityholder materials" means, for a reporting issuer, materials

that are sent to registered holders of securities of the reporting issuer;

"send" means to deliver, send or forward or arrange to deliver, send

or forward in any manner, including by prepaid mail, courier or by

electronic means; and

"transfer agent" means a person or company that carries on the

business of a transfer agent.

1.2 Holding of Security by Intermediary - In this Instrument, an

intermediary is considered to hold a security if the security is held

(

a) by the intermediary directly; or

(

b) by the intermediary indirectly through another person or

company on behalf of the intermediary.

1.3 Use of Required Forms

(1) A person or company required to send or use a required form

under this Instrument may substitute another form or document or combine

the required form with another form or document, so long as the form or

document used requests or includes the same information contemplated by the

required form.

(2) Subsection (1) does not apply to a NOBO list in the form of

Form 54-101F5 unless both the party requesting and the party providing the

NOBO list agree to an alternative form.

1.4 Fees - A fee payable under this Instrument shall be, unless

prescribed by the regulator or securities regulatory authority, a

reasonable amount.

PART 2 REPORTING ISSUERS

2.1 Establishment of Meeting and Record Dates - A reporting issuer that

is required to give notice of a meeting to the registered holders of any of

its securities shall fix

(

a) a date for the meeting;

(

b) a record date for notice of the meeting, which shall be no

fewer than 30 and no more than 60 days before the meeting date; and

(

c) if required or permitted by corporate law, a record date for

voting at the meeting.

2.2 Notification of Meeting and Record Dates

(1) Subject to

section 2.20, at least 25 days before the record

date for notice of a meeting, the reporting issuer shall send a

notification of meeting and record dates

(

a) all depositories;

(

b) the securities regulatory authority; and

(

c) each exchange in Canada on which securities of the

reporting issuer are listed.

(2) The notification of meeting and record dates referred to in

subsection (1) shall specify

(

a) the name of the reporting issuer;

(

b) the date fixed for the meeting;

(

c) the record date for notice;

(

d) the record date for voting, if any;

(

e) the beneficial ownership determination date;

(

f) the classes or series of securities that entitle the

holder to receive notice of the meeting;

(

g) the classes or series of securities that entitle the

holder to vote at the meeting; and

(

h) whether only routine business is to be conducted at the

meeting.

2.3 Intermediary Search Request - Request to Depository

(1) At the same time as a reporting issuer sends a notification of

meeting and record dates for a meeting to a depository, the reporting

issuer shall request the depository to send to the reporting issuer

(

a) subject to

section 2.4, a report that specifies the

number of securities of the reporting issuer of each class or series that

entitle the holder to receive notice of the meeting or to vote at the

meeting that are currently registered in the name of the depository, the

identity of any other person or company that holds securities of the

reporting issuer of the series or class specified in the request on behalf

of the depository and the number of those securities held by that other

person or company;

(

b) subject to

section 2.4, a list of all intermediaries and

their nominees shown on the intermediary master list;

(

c) subject to

section 2.4, a list setting out the names,

addresses, telephone numbers, fax numbers, any electronic mail addresses

and the respective holdings of participants in the depository of each class

or series of securities that entitle the holder to receive notice of the

meeting or to vote at the meeting; and

(

d) the omnibus proxy required to be sent under subsection

5.4(1).

(2) In addition to the request referred to in subsection (1), a

reporting issuer may request, at any time, a depository to send any or all

of the information referred to in subsection (1), other than paragraph

(1)(d), for any class or series of securities of the reporting issuer, and

as of a date, specified in the request.

2.4 No Intermediary Search Request if Reporting Issuer has Electronic

Access - A reporting issuer shall not request from the depository

information referred to in paragraph 2.3(1)(a), 2.3(1)(

b) or 2.3(1)(

c) if

the information is included on a file maintained by the depository in

electronic format and the reporting issuer has access to the file.

2.5 Request for Beneficial Ownership Information

(1) Subject to

section 2.20, at least 20 days before the record

date for notice of a meeting, the reporting issuer, using information,

including the intermediary master lists, provided by depositories under

section 5.3 or referred to in

section 2.4, shall complete

Part 1 of a

request for beneficial ownership information and send it to each proximate

intermediary that is

(

a) identified by a depository as a participant in the

depository holding securities that entitle the holder to receive notice of

the meeting or to vote at the meeting; or

(

b) listed as an intermediary on the intermediary master list

provided by a depository where the intermediary, or a nominee of the

intermediary that is identified on the intermediary master list, is a

registered holder of securities that entitle the holder to receive notice

of the meeting or to vote at the meeting.

(2) In addition to making the request referred to in subsection

(1) in connection with a meeting, a reporting issuer, using information,

including the intermediary master lists, provided by depositories under

section 5.3 or referred to in

section 2.4, may make, for any class or

series of securities of the reporting issuer, at any time, a request for

beneficial ownership information by completing

Part 1 of a request for

beneficial ownership information and sending it to any proximate

intermediary that is

(

a) identified by a depository as a participant in the

depository holding the securities; or

(

b) listed as an intermediary on the intermediary master list

provided by a depository where the intermediary, or a nominee of the

intermediary that is identified on the intermediary master list, is a

registered holder of the securities.

(3) A reporting issuer that makes a request for beneficial

ownership information under either subsection (1) or subsection (2) that

includes a request for NOBO lists shall provide a written undertaking to

the proximate intermediary in the form of Form 54-101F9.

(4) A reporting issuer that requests beneficial ownership

information under this

section shall do so through a transfer agent.

2.6 No Depositories or Intermediaries are Registered Holders - A

reporting issuer is not subject to

section 2.3 or 2.5 if, on the 25th day

before the record date for notice of the meeting,

(

a) none of the registered holders of its securities is a

depository, a nominee of a depository, or a person or company listed as an

intermediary or the nominee of an intermediary on the intermediary master

list of any depository; or

(

b) all of the information contemplated in

Part 2 of the request

for beneficial ownership information is known to the reporting issuer.

2.7 Sending Proxy-Related Materials to Beneficial Owners - A reporting

issuer that is required by Canadian securities legislation to send

proxy-related materials to the registered holders of any class or series of

its securities shall, subject to

section 2.10 and subsection 2.12(3) send

the proxy-related materials to beneficial owners of the securities, by

either sending

(

a) directly to NOBOs, and indirectly under

section 2.12 to OBOs;

(

b) indirectly under

section 2.12 to beneficial owners.

2.8 Other Securityholder Materials - A reporting issuer may, but is not

required to, send securityholder materials other than proxy-related

materials to beneficial owners of its securities, by either sending

(

a) directly to NOBOs, and indirectly under

section 2.12 to OBOs;

(

b) indirectly under

section 2.12 to beneficial owners.

2.9 Direct Sending of Proxy-Related Materials to NOBOs by Reporting

Issuer - A reporting issuer that has stated in its request for beneficial

ownership information sent in connection with a meeting that it will send

proxy-related materials to, and seek voting instructions from, NOBOs shall,

subject to

section 2.10 and subsection 2.12(3), send, at its expense, at

least 21 days before the date fixed for the meeting, the proxy-related

materials for the meeting directly to the NOBOs on the NOBO lists received

in response to the request.

2.10 Sending Securityholder Materials Against Instructions - Except as

required by securities legislation, no reporting issuer that uses a NOBO

list to send securityholder materials directly to NOBOs on the NOBO list

shall send the securityholder materials to NOBOs that are identified on the

NOBO list as having declined to receive those materials unless the

reporting issuer has specified in the request for beneficial ownership

information sent under

section 2.5 in connection with the sending of

materials that the securityholder materials will be sent to all beneficial

owners of securities.

2.11 Disclose How Information Obtained

(1) A reporting issuer that uses a NOBO list to send securityholder

materials directly to NOBOs on the NOBO list shall include in the materials

the following statement:

These securityholder materials are being sent to both

registered and non-registered owners of the securities. If you are a

non-registered owner, and the issuer or its agent has sent these materials

directly to you, your name and address and information about your holdings

of securities, have been obtained in accordance with applicable securities

regulatory requirements from the intermediary holding on your behalf.

(2) A reporting issuer that uses a NOBO list to send proxy-related

materials that solicit votes or voting instructions directly to a NOBO on

the NOBO list shall include, after the text required by subsection (1), the

following statement:

By choosing to send these materials to you directly, the issuer

(and not the intermediary holding on your behalf) has assumed

responsibility for (

i) delivering these materials to you, and (ii)

executing your proper voting instructions. Please return your voting

instructions as specified in the request for voting instructions.

2.12 Indirect Sending of Securityholder Materials by Reporting Issuer

(1) A reporting issuer sending securityholder materials indirectly

to beneficial owners shall send to each proximate intermediary that

responded to the applicable request for beneficial ownership information

the number of sets of those materials specified by that proximate

intermediary

(

a) at least four business days before the twenty-first day

before the date fixed for the meeting, in the case of proxy-related

materials that are to be sent on by the proximate intermediary by prepaid

mail other than first class mail;

(

b) at least three business days before the twenty-first day

before the date fixed for the meeting, in the case of all other

proxy-related materials that are to be sent on by the proximate

intermediary; or

(

c) on the day specified in the request for beneficial

ownership information, in the case of securityholder materials that are not

proxy-related materials that are to be sent on by the proximate

intermediary.

(2) A reporting issuer may satisfy its obligation to send

securityholder materials to an intermediary under this

section by sending

the securityholder materials to a person or company designated by the

intermediary.

(3) If a proximate intermediary in a foreign jurisdiction holds

securities on behalf of NOBOs and

(

a) the law of the foreign jurisdiction prohibits the

reporting issuer from sending securityholder materials directly to NOBOs;

(

b) the proximate intermediary has stated in response to a

request for beneficial ownership information that the law in the foreign

jurisdiction requires the proximate intermediary to deliver securityholder

materials to beneficial owners,

the reporting issuer shall not, in either case, send

securityholder materials to those NOBOs and shall send to that proximate

intermediary the number of sets of securityholder materials requested by

the proximate intermediary in the response.

2.13 Fee for Search - A reporting issuer shall pay a fee to a proximate

intermediary for furnishing the information requested in a request for

beneficial ownership information made by the reporting issuer.

2.14 Fee for Sending Materials Indirectly

(1) A reporting issuer that sends securityholder materials

indirectly to NOBOs through a proximate intermediary shall pay to the

proximate intermediary, upon receipt by the reporting issuer of a

certificate of sending to NOBOs in accordance with the

instructions specified by the reporting issuer in the request for

beneficial ownership information

(

a) a fee for sending the securityholder materials to the

NOBOs;

(

b) the actual cost of any postage incurred by the proximate

intermediary in sending the securityholder materials to the NOBOs in

accordance with any mailing instructions specified by the reporting issuer

in the request for beneficial ownership information; and

(

c) if the securityholder materials were sent by mail other

than first class mail in accordance with the mailing instructions specified

by the reporting issuer in the request for beneficial ownership

information, the reasonable additional handling costs associated with the

preparation by the proximate intermediary of the securityholder materials

for mailing to NOBOs.

(2) A reporting issuer that sends securityholder materials,

indirectly through a proximate intermediary, to OBOs that have declined in

accordance with this Instrument to receive those materials, shall pay to

the proximate intermediary, upon receipt by the reporting issuer of a

certificate of sending to OBOs in accordance with the instructions

specified by the reporting issuer in the request for beneficial information

(

a) a fee for sending the securityholder materials to the

OBOs;

(

b) the actual cost of any postage incurred by the proximate

intermediary in sending the securityholder materials to the OBOs in

accordance with any mailing instructions specified by the reporting issuer

in the request for beneficial ownership information; and

(

c) if the securityholder materials were sent by mail other

than first class mail in accordance with the mailing instructions specified

by the reporting issuer in the request for beneficial information, the

reasonable additional handling costs associated with the preparation by the

proximate intermediary of the securityholder materials for mailing to OBOs.

2.15 Adjournment or Change in Meeting - A reporting issuer that sends a

notice of adjournment or other change for a meeting to registered holders

of its securities shall concurrently send the notice, including any change

in the beneficial ownership determination date,

(

a) to each of the persons or companies referred to in subsection

2.2(1);

(

b) to each proximate intermediary to which the reporting issuer

sent a request for beneficial ownership information for the meeting under

subsection 2.5(1);

(

c) directly, in accordance with

section 2.9, other than the timing

requirement of that section, to each of the NOBOs to which it previously

directly sent proxy-related materials for the meeting under

section 2.9;

and

(

d) indirectly, in accordance with

section 2.12, other than the

timing requirement of that section, to each of the NOBOs and OBOs to which

it previously indirectly sent proxy-related materials for the meeting under

section 2.12.

2.16 Explanation of Voting Rights - Proxy-related materials for a meeting

sent to a beneficial owner of securities shall explain, in plain language,

how the beneficial owner may exercise voting rights attached to the

securities, including the right of the beneficial owner to attend and vote

the securities directly at the meeting.

2.17 Request for Voting Instructions - A reporting issuer that sends

proxy-related materials that solicit votes or voting instructions directly

to a NOBO shall prepare and include with the proxy-related materials, in

substitution for the proxy otherwise contained in the proxy-related

materials, a request for voting instructions for the matters to which the

proxy-related materials relate for return to the reporting issuer.

2.18 Request for