Subscription To: 1234567 Ontario Inc. The undersigned hereby subscribes for 5001 common shares in the capital of the Corporation and agrees to tender the sum of $500.10 in full payment of the aggregate subscription price for such shares. Dated the 21st day of February, 1994. ___________________________ John Doe Subscription To: 1234567 Ontario Inc. The undersigned hereby subscribes for 5000 common shares in the capital of the Corporation and agrees to tender the sum of $500.00 in full payment of the aggregate subscription price for such shares. Dated the 21st day of February, 1994. ___________________________ Jack Doe Resolutions of the Directors of 1234567 Ontario Inc. Be it resolved: Allotment of Shares 1. 5001 common shares of the Corporation are hereby allotted to John Doe subject to payment therefor in the aggregate amount of $500.10. 2. The board of directors hereby fixes the sum of $500.10 as the aggregate consideration for the issuance of the said 5001 shares. 3. Upon receipt by the Corporation of payment in full for the said 5001 shares, they shall be issued as fully paid and non-assessable and certificates therefor be issued to John Doe or as he may in writing direct. 4. 5000 common shares of the Corporation are hereby allotted to Jack Doe subject to payment therefor in the aggregate amount of $500.00. 5. The board of directors hereby fixes the sum of $500.00 as the aggregate consideration for the issuance of the said 5000 shares. 6. Upon receipt by the Corporation of payment in full for the said 5000 shares, they shall be issued as fully paid and non-assessable and certificates therefor be issued to Jack Doe or as he may in writing direct. The foregoing resolutions are hereby passed by and consented to by the signature of first directors of the corporation this 21st day of February, 1994. ___________________________ John Doe Resolutions of the Shareholders of 1234567 Ontario Inc. Number of Directors Be it resolved as a special resolution that the number of directors of the Corporation within the minimum and maximum numbers provided for in the Articles shall be two and and hereafter the directors are empowered to determine by resolution from time to time the number of directors of the Corporation within the minimum and maximum number provided in the Articles. The undersigned, Secretary of 1234567 Ontario Inc., hereby certifies that the foregoing is a true and complete copy of a special resolution consented to by all of the Shareholders of the Corporation on the 21st day of February, 1994, and that the said special resolution is now in full force and effect. Dated the 21st day of February, 1994. ___________________________ Secretary Election of Directors Be it resolved that the following persons be elected directors of the Corporation for a term expiring at the close of the first annual meeting or until their successors are elected or appointed: John Doe Jack Doe Confirmation of By-Law No.1 Be it resolved that By-Law No. 1of the Corporation in the form made by the directors, being a by-law regulating the business and affairs of the Corporation, is hereby confirmed. The foregoing special resolution and ordinary resolutions are hereby passed by and consented to by the signature of all shareholders of the corporation this 21st day of February, 1994. ___________________________ John Doe ___________________________ Jack Doe Resolutions of the Directors of 1234567 Ontario Inc. Form and Execution of Share Certificates Be it resolved that the form of Share certificates contained in the Minute Book of the Corporation be and the same is hereby approved and adopted as the form of share certificates of the corporation and that share certificates shall be signed by the President and the Secretary. Appointment of Officers Be it resolved that the following persons be and they are hereby elected or appointed officers of the Corporation to hold office during the pleasure of the Board, namely: President - John Doe Secretary - Jack Doe Treasurer - John Doe Fiscal Year Be it resolved that pursuant to Section 2.01 of By-Law No.1 of the by-laws of the Corporation, the directors hereby determine that the first fiscal period of the Corporation shall terminate on the 30th day of June, 1994 and thereafter the fiscal year of the Corporation shall terminate on the 30th day of June in each year. Appointment of Bank Be it resolved that the directors open and maintain a bank account in the corporate name at the CIBC, Central Branch, and that a copy of the resolution as to signing officers of the company be annexed to these minutes and the same be adopted as a resolution of the directors. The foregoing resolutions are hereby passed by and consented to by the signature of all directors of the corporation this 21st day of February, 1994. ___________________________ John Doe ___________________________ Jack Doe Resolution of the Shareholders of 1234567 Ontario Inc. Be it resolved: Waiver That the Corporation is not required to send to the shareholders not less than ten days before each annual meeting a copy of the documents listed by 154(1) Ontario Business Corporations Act. The foregoing resolution is hereby passed by and consented to by the signature of all shareholders of the corporation this 21st day of February, 1994. ___________________________ John Doe ___________________________ Jack Doe Resolution of the Shareholders of 1234567 Ontario Inc. Be it resolved: Appointment of Accountant That William Accountant, C.P.A., be and he is hereby appointed accountant of the Corporation to hold office until the first annual meeting of the shareholders at a renumeration to be fixed by the Board of Directors, the directors being hereby empowered to fix such renumerations, and the Secretary is hereby directed to give the Corporation's accountant written notice of his appointment. The foregoing resolution is hereby passed by and consented to by the signature of all shareholders of the corporation this 21st day of February, 1994. ___________________________ John Doe ___________________________ Jack Doe Resolution of the Shareholders of 1234567 Ontario Inc. Be it resolved: Consent to Exemption from Audit That the Corporation shall be exempt from the provisions of Part XII of the Ontario Business Corporations Act regarding the appointment and duties of an auditor in respect of the financial year of the Corporation ending June 30, 1994, and in respect of each year thereafter until this consent is revoked. The foregoing resolution is hereby passed by and consented to by the signature of all shareholders of the corporation this 21st day of February, 1994. ___________________________ John Doe ___________________________ Jack Doe Resolutions of Annual General Meeting of 1234567 Ontario Inc. In lieu of the 1994 Annual General Meeting of the Corporation, the following resolutions are consented to in writing by all the shareholders of the Corporation entitled to attend and vote at an Annual General Meeting of the Corporation, as evidenced by their signatures hereto. Election of Directors Resolved: John Doe be elected director of the Corporation until the next Annual General Meeting of the Corporation. Resolved: Jack Doe be elected director of the Corporation until the next Annual General Meeting of the Corporation. Approval of Acts of Directors and Officers of the Corporation Resolved: That all of the acts, contracts, by-laws, resolutions, proceedings, and payments made, done, and taken by the Directors and Officers of the Corporation since incorporation of the Corporation be and the same are hereby approved, ratified and confirmed. Financial Statements Resolved: That the financial statements of the Corporation to June 30, 1994 are hereby approved. Appointment of Accountant Resolved: That William Accountant, C.P.A., be and he is hereby appointed accountant of the Corporation to hold office until the next annual meeting of the shareholders at a renumeration to be fixed by the Board of Directors, the directors being hereby empowered to fix such renumerations, and the Secretary is hereby directed to give the Corporation's accountant written notice of his appointment. The foregoing resolutions are hereby passed by and consented to by the signature of all shareholders of the corporation this 21st day of August, 1994. ___________________________ John Doe ___________________________ Jack Doe Being all the shareholders of the Corporation entitled to vote at meetings of shareholders.