Docstoc

Directors Or Stockholders, Within Nevada, As Well As Without The - ALR TECHNOLOGIES INC - 6-25-1999

Document Sample
Directors Or Stockholders, Within Nevada, As Well As Without The - ALR TECHNOLOGIES INC - 6-25-1999 Powered By Docstoc
					ARTICLES OF INCORPORATION OF MO BETTA CORP. The undersigned, to form a Nevada corporation, CERTIFIES THAT: I. NAME: The name of the corporation is: MO BETTA CORP. II. PRINCIPAL OFFICE: The location of the principal office of this corporation within the State of Nevada is 6121 Lakeside Drive, Suite 250, Reno, Nevada 89511; this corporation may maintain an office or offices in such other place within or without the State of Nevada as may be from time to time designated by the Board of Directors or by the corporation; and this corporation may conduct business of every kind or nature, including the meetings of Directors or Stockholders, within Nevada, as well as without the State of Nevada. III. PURPOSE: The purpose for which this corporation. is formed is: To engage in any lawful activity. IV. AUTHORIZATION OF CAPITAL STOCK: The amount of the total authorized capital stock of the corporation shall be TWENTY FIVE THOUSAND DOLLARS ($25,000.00), consisting of Twenty Five Thousand (25,000) shares of common stock with a par value of $1.00 per share. V. INCORPORATOR: The name and post office address of the incorporator signing these Articles of Incorporation is as follows:
NAME Jennifer Johnson POST OFFICE ADDRESS 6121 Lakeside Drive Suite 250 Reno, Nevada 89511

VI. DIRECTORS: The governing board of this corporation shall be known as directors, and the first board shall be one (1) in number. The corporation shall have only one (1) shareholder at present. So long as all of the shares of this corporation are owned beneficially and of record by either one or two shareholders, the number of directors may be fewer than three, but not fewer than the number of shareholders. Otherwise, the number of directors shall not be fewer than three. Subject to the foregoing limitations, the number of directors may, at any time or times, be increased or decreased by a duly adopted amendment to these Articles of Incorporation, or in such manner as provided in the By-Laws of this corporation. The name and post office address of the director constituting the first Board of Directors is as follows:
NAME Michael J. Morrison POST OFFICE ADDRESS 6121 Lakeside Drive Suite 250 Reno, NV 89511

VII. STOCK NON-ASSESSABLE: The capital stock or the holders thereof, after the amount of the subscription price has been paid in, shall not be subject to any assessment whatsoever to pay the debts of the corporation. VIII. TERM OF EXISTENCE: This corporation shall have perpetual existence. IX. CUMULATIVE VOTING: No cumulative voting shall be in the election of directors. X. PREEMPTIVE RIGHTS: Stockholders shall not be entitled to preemptive rights.

THE UNDERSIGNED, being the incorporator hereinbefore named for the purpose of forming a corporation pursuant to the General Corporation Law, of the State of Nevada, does make and file these Articles of Incorporation, hereby declaring and certifying the facts herein stated are true, and, accordingly, has hereunto set her hand this 23rd day of 1987.
/s/ Jennifer Johnson Jennifer Johnson STATE OF NEVADA COUNTY OF WASHOE ) ) ss. )

On this 23rd day of March, 1987, before me, a Notary Public, personally appeared Jennifer Johnson who acknowledged she executed the above instrument.
/s/ Michael J. Morrison Notary Public [SEAL] MICHAEL J. MORRISON Notary Public - State at Nevada Appointment Recorded in Washoe County MY APPOINTMENT EXPIRES JULY 7. 1990

BYLAWS OF ALR TECHNOLOGIES INC I. SHAREHOLDER'S MEETING. .01 Annual Meetings. The annual meeting of the shareholders of this Corporation, for the purpose of election of Directors and for such other business as may come before it, shall be held at the registered office of the Corporation, or such other places, either within or without the State of Nevada, as may be designated by the notice of the meeting, on the first week in June of each and every year, at 1:00 p.m., commencing in 2000, but in case such day shall be a legal holiday, the meeting shall be held at the same hour and place on the next succeeding day not a holiday. .02 Special Meeting. Special meetings of the shareholders of this Corporation may be called at any time by the holders of ten percent (10%) of the voting shares of the Corporation, or by the President, or by the Board of Directors or a majority thereof. No business shall be transacted at any special meeting of shareholders except as is specified in the notice calling for said meeting. The Board of Directors may designate any place, either within or without the State of Nevada, as the place of any special meeting called by the president or the Board of Directors, and special meetings called at the request of shareholders shall be held at such place in the State of Nevada, as may be determined by the Board of Directors and placed in the notice of such meeting. .03 Notice of Meeting. Written notice of annual or special meetings of shareholders stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given by the secretary or persons authorized to call the meeting to each shareholder of record entitled to vote at the meeting. Such notice shall be given not less than ten (10) nor more than fifty (50) days prior to the date of the meeting, and such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his/her address as it appears on the stock transfer books of the Corporation. .04 Waiver of Notice. Notice of the time, place, and purpose of any meeting may be waived in writing and will be waived by any shareholder by his/her attendance thereat in person or by proxy. Any shareholder so waiving shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

.05 Quorum and Adjourned Meetings. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. A majority of the shares represented at a meeting, even if less than a quorum, may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. .06 Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his/her duly authorized attorney in fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. .07 Voting of Shares. Except as otherwise provided in the Articles of Incorporation or in these Bylaws, every shareholder of record shall have the right at every shareholder's meeting to one (1) vote for every share standing in his/her name on the books of the Corporation, and the affirmative vote of a majority of the shares represented at a meeting and entitled to vote thereat shall be necessary for the adoption of a motion or for the determination of all questions and business which shall come before the meeting. II. DIRECTORS. .01 General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors. .02 Number, Tenure and Qualifications. The number of Directors of the Corporation shall be not less than one nor more than thirteen. Each Director shall hold office until the next annual meeting of shareholders and until his/her successor shall have been elected and qualified. Directors need not be residents of the State of Nevada or shareholders of the Corporation.

.03 Election. The Directors shall be elected by the shareholders at their annual meeting each year; and if, for any cause the Directors shall not have been elected at an annual meeting, they may be elected at a special meeting of shareholders called for that purpose in the manner provided by these Bylaws. .04 Vacancies. In case of any vacancy in the Board of Directors, the remaining Director, whether constituting a quorum or not, may elect a successor to hold office for the unexpired portion of the terms of the Director whose place shall be vacant, and until his/her successor shall have been duly elected and qualified. .05 Resignation. Any Director may resign at any time by delivering written notice to the secretary of the Corporation. .06 Meetings. At any annual, special or regular meeting of the Board of Directors, any business may be transacted, and the Board may exercise all of its powers. Any such annual, special or regular meeting of the Board of Directors of the Corporation may be held outside of the State of Nevada, and any member or members of the Board of Directors of the Corporation may participate in any such meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time; the participation by such means shall constitute presence in person at such meeting. A. Annual Meeting of Directors. Annual meetings of the Board of Directors shall be held immediately after the annual shareholders' meeting or at such time and place as may be determined by the Directors. No notice of the annual meeting of the Board of Directors shall be necessary. B. Special Meetings. Special meetings of the Directors shall be called at any time and place upon the call of the president or any Director. Notice of the time and place of each special meeting shall be given by the secretary, or the persons calling the meeting, by mail, radio, telegram, or by personal communication by telephone or otherwise at least one (1) day in advance of the time of the meeting. The purpose of the meeting need not be given in the notice. Notice of any special meeting may be waived in writing or by telegram (either before or after such meeting) and will be waived by any Director in attendance at such meeting.

C. Regular Meetings of Directors. Regular meetings of the Board of Directors shall be held at such place and on such day and hour as shall from time to time be fixed by resolution of the Board of Directors. No notice of regular meetings of the Board of Directors shall be necessary. .07 Quorum and Voting. A majority of the Directors presently in office shall constitute a quorum for all purposes, but a lesser number may adjourn any meeting, and the meeting may be held as adjourned without further notice. At each meeting of the Board at which a quorum is present, the act of a majority of the Directors present at the meeting shall be the act of the Board of Directors. The Directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum. .08 Compensation. By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. .09 Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file his/her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action. .10 Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one of more other committees, each of which, to the extent provided in such resolution, shall have and may exercise all the authority of the Board of Directors, but no such committee shall have the authority of the Board of Directors, in reference to amending the Articles of Incorporation, adoption a plan of merger or consolidation, recommending to the shareholders the sale, lease, exchange, or other disposition of

all of substantially all the property and assets of the dissolution of the Corporation or a revocation thereof, designation of any such committee and the delegation thereto of authority shall not operate to relieve any member of the Board of Directors of any responsibility imposed by law. .11 Chairman of Board of Directors. The Board of Directors may, in its discretion, elect a chairman of the Board of Directors from its members; and, if a chairman has been elected, he/she shall, when present, preside at all meetings of the Board of Directors and the shareholders and shall have such other powers as the Board may prescribe. .12 Removal. Directors may be removed from office with or without cause by a vote of shareholders holding a majority of the shares entitled to vote at an election of Directors. III. ACTIONS BY WRITTEN CONSENT. Any corporate action required by the Articles of Incorporation, Bylaws, or the laws under which this Corporation is formed, to be voted upon or approved at a duly called meeting of the Directors or shareholders may be accomplished without a meeting if a written memorandum of the respective Directors or shareholders, setting forth the action so taken, shall be signed by all the Directors or shareholders, as the case may be. IV. OFFICERS. .01 Officers Designated. The Officers of the Corporation shall be a president, one or more vice presidents (the number thereof to be determined by the Board of Directors), a secretary and a treasurer, each of whom shall be elected by the Board of Directors. Such other Officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any Officer may be held by the same person, except that in the event that the Corporation shall have more than one director, the offices of president and secretary shall be held by different persons. .02 Election, Qualification and Term of Office. Each of the Officers shall be elected by the Board of Directors. None of said Officers except the president need be a Director, but a vice president who is not a Director cannot succeed to or fill the office of president. The Officers shall be elected by the Board of Directors. Except as hereinafter provide, each of said Officers shall hold office from the date of his/her election until the next annual meeting of the Board of Directors and until his/her successor shall have been duly elected and qualified.

.03 Powers and Duties. The powers and duties of the respective corporate Officers shall be as follows: A. President. The president shall be the chief executive Officer of the Corporation and, subject to the direction and control of the Board of Directors, shall have general charge and supervision over its property, business, and affairs. He/she shall, unless a Chairman of the Board of Directors has been elected and is present, preside at meetings of the shareholders and the Board of Directors. B. Vice President. In the absence of the president or his/her inability to act, the senior vice president shall act in his place and stead and shall have all the powers and authority of the president, except as limited by resolution of the Board of Directors. C. Secretary. The secretary shall: 1. Keep the minutes of the shareholder's and of the Board of Directors meetings in one or more books provided for that purpose; 2. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; 3. Be custodian of the corporate records and of the seal of the Corporation and affix the seal of the Corporation to all documents as may be required; 4. Keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder; 5. Sign with the president, or a vice president, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; 6. Have general charge of the stock transfer books of the corporation; and, 7. In general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the president or by the Board of Directors.

D. Treasurer. Subject to the direction and control of the Board of Directors, the treasurer shall have the custody, control and disposition of the funds and securities of the Corporation and shall account for the same; and, at the expiration of his/her term of office, he/she shall turn over to his/her successor all property of the Corporation in his/her possession. E. Assistant Secretaries and Assistant Treasurers. The assistant secretaries, when authorized by the Board of Directors, may sign with the president or a vice president certificates for shares of the Corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The assistant treasurers shall, respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or the treasurer, respectively, or by the president or the Board of Directors. .04 Removal. The Board of Directors shall have the right to remove any Officer whenever in its judgment the best interest of the Corporation will be served thereby. .05 Vacancies. The Board of Directors shall fill any office which becomes vacant with a successor who shall hold office for the unexpired term and until his/her successor shall have been duly elected and qualified. .06 Salaries. The salaries of all Officers of the Corporation shall be fixed by the Board of Directors. V. SHARE CERTIFICATES .01 Form and Execution of Certificates. Certificates for shares of the Corporation shall be in such form as is consistent with the provisions of the Corporation laws of the State of Nevada. They shall be signed by the president and by the secretary, and the seal of the Corporation shall be affixed thereto. Certificates may be issued for fractional shares.

.02 Transfers. Shares may be transferred by delivery of the certificates therefor, accompanied either by an assignment in writing on the back of the certificates or by a written power of attorney to assign and transfer the same signed by the record holder of the certificate. Except as otherwise specifically provided in these Bylaws, no shares shall be transferred on the books of the Corporation until the outstanding certificate therefor has been surrendered to the Corporation. .03 Loss or Destruction of Certificates. In case of loss or destruction of any certificate of shares, another may be issued in its place upon proof of such loss or destruction and upon the giving of a satisfactory bond of indemnity to the Corporation. A new certificate may be issued without requiring any bond, when in the judgment of the Board of Directors it is proper to do so. VI. BOOKS AND RECORDS. .01 Books of Accounts, Minutes and Share Register. The Corporation shall keep complete books and records of accounts and minutes of the proceedings of the Board of Directors and shareholders and shall keep at its registered office, principal place of business, or at the office of its transfer agent or registrar a share register giving the names of the shareholders in alphabetical order and showing their respective addresses and the number of shares held by each. .02 Copies of Resolutions. Any person dealing with the Corporation may rely upon a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors or shareholders, when certified by the president or secretary. VII. CORPORATE SEAL. The following is an impression of the corporate seal of this Corporation:

VIII. LOANS. Generally, no loans shall be made by the Corporation to its Officers or Directors, unless first approved by the holder of two-third of the voting shares, and no loans shall be made by the Corporation secured by its shares. Loans shall be permitted to be made to Officers, Directors and employees of the Company for moving expenses, including the cost of procuring housing. Such loans shall be limited to $25,000.00 per individual upon unanimous consent of the Board of Directors. IX. INDEMNIFICATION OF DIRECTORS AND OFFICERS. .01 Indemnification. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a Director, Trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Trustee, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgment, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action proceeding, had reasonable cause to believe that such person's conduct was unlawful. .02 Derivative Action The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in the Corporation's favor by reason of the fact that such person is or was a Director, Trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Trustee, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees) and amount paid in settlement actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to amounts paid in settlement, the settlement of the suit

or action was in the best interests of the Corporation; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of such person's duty to the Corporation unless and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper. The termination of any action or suit by judgment or settlement shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation. .03 Successful Defense. To the extent that a Director, Trustee, Officer, employee or Agent of the Corporation has been successful on the merits or otherwise, in whole or in part in defense of any action, suit or proceeding referred to in Paragraphs .01 and .02 above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. .04 Authorization. Any indemnification under Paragraphs .01 and .02 above (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, Trustee, Officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Paragraphs .01 and .02 above. Such determination shall be made (a) by the Board of Directors of the Corporation by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (b) is such a quorum is not obtainable, by a majority vote of the Directors who were not parties to such action, suit or proceeding, or (c) by independent legal counsel (selected by one or more of the Directors, whether or not a quorum and whether or not disinterested) in a written opinion, or (d) by the Shareholders. Anyone making such a determination under this Paragraph .04 may determine that a person has met the standards therein set forth as to some claims, issues or matters but not as to others, and may reasonably prorate amounts to be paid as indemnification. .05 Advances. Expenses incurred in defending civil or criminal action, suit or proceeding shall be paid by the Corporation, at any time or from time to time in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in

Paragraph .04 above upon receipt of an undertaking by or on behalf of the Director, Trustee, Officer, employee or agent to repay such amount unless it shall ultimately be by the Corporation is authorized in this Section. .06 Nonexclusivity. The indemnification provided in this Section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, bylaw, agreement, vote of shareholders or disinterested Directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, Trustee, Officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. .07 Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, Trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Trustee, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability assessed against such person in any such capacity or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability. .08 "Corporation" Defined. For purposes of this Section, references to the "Corporation" shall include, in addition to the Corporation, an constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power and authority to indemnify its Directors, Trustees, Officers, employees or agents, so that any person who is or was a Director, Trustee, Officer, employee or agent of such constituent corporation or of any entity a majority of the voting stock of which is owned by such constituent corporation or is or was serving at the request of such constituent corporation as a Director, Trustee, Officer, employee or agent of the corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving Corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

X. AMENDMENT OF BYLAWS. .01 By the Shareholders. These Bylaws may be amended, altered, or repealed at any regular or special meeting of the shareholders if notice of the proposed alteration or amendment is contained in the notice of the meeting. .02 By the Board of Directors. These Bylaws may be amended, altered, or repealed by the affirmative vote of a majority of the entire Board of Directors at any regular or special meeting of the Board. XI. FISCAL YEAR. The fiscal year of the Corporation shall be set by resolution of the Board of Directors. XII. RULES OF ORDER. The rules contained in the most recent edition of Robert's Rules or Order, Newly Revised, shall govern all meetings of shareholders and Directors where those rules are not inconsistent with the Articles of Incorporation, Bylaws, or special rules or order of the Corporation. XIII. REIMBURSEMENT OF DISALLOWED EXPENSES. If any salary, payment, reimbursement, employee fringe benefit, expense allowance payment, or other expense incurred by the Corporation for the benefit of an employee is disallowed in whole or in part as a deductible expense of the Corporation for Federal Income Tax purposes, the employee shall reimburse the Corporation, upon notice and demand, to the full extent of the disallowance. This legally enforceable obligation is in accordance with the provisions of Revenue Ruling 69-115, 1969-1 C.B. 50, and is for the purpose of entitling such employee to a business expense deduction for the taxable year in which the repayment is made to the Corporation. In this manner, the Corporation shall be protected from having to bear the entire burden of disallowed expense items.

CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF MO BETTA CORP. The undersigned, being the President and Secretary of Mo Betta Corp., hereby declare that the original Articles of the corporation were filed with the Secretary of State of the State of Nevada on March 24. 1987. Pursuant to the provisions of NRS 78.385-390 at a duly noticed and convened meeting on October 21, 1998, the Shareholders of the corporation, representing a majority of the voting power of the company's Common Stock unanimously voted for the following amendment to the Articles of Incorporation changing the total authorized capital stock from 25,000 shares of Common Stock, par value $1.00, to 75,000,000 shares of Common Stock, par value $0.001 Article IV shall be amended as follows: ARTICLE IV. AUTHORIZATION OF CAPITAL STOCK The amount of the total authorized capital stock of the corporation shall be Seventy-Five Thousand Dollars ($75,000), consisting of Seventy-Five Million (75,000,000) shares of Common Stock, par value $.001 per share. The total number of shares of Common Stock of the Company issued and outstanding on October 2. 1998 were forward split on the basis of 1000 for 1. This does not affect the total authorized shares or the par value As a result of the split, any fractional shares shall be rounded up to the next whole share This amendment and the share split shall be effective on filing of this Amended Certificate

THE UNDERSIGNED, being the President and Secretary of Mo Betta Corp. hereby declares and certifies that the facts herein stated are true and, accordingly, has hereunto set his hand this 22nd day of October, 1998
/s/ Robert G. Eadie Robert Gregory Eadie, President and Secretary STATE OF NEVADA COUNTY OF WASHOE ) ) )

ss.

On this 22nd day of October, 1998, before me, a Notary Public appeared Robert Gregory Eadie, personally known or proven to me to be the President and Secretary respectively, of Mo Betta Corp. and that he executed the above instrument.
/s/ Michael J. Morrison MICHAEL J. Morrison Notary Public - State of Nevada Appointment Recorded in Washoe County No. 94-0957-2 - Expires August 24, 2002

CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF MO BETTA CORP. The undersigned, being the President and Secretary of Mo Betta Corp., hereby declare that the original Articles of the corporation were filed with the Secretary of State of the State of Nevada on March 24, 1987 and amended on October 22, 1998. Pursuant to the provisions of NRS 78.385-390, at a duly noticed and convened meeting on October 21, 1998, the Shareholders of the corporation, representing a majority of the voting power of the company's Common Stock unanimously voted for the following amendment to the Articles of Incorporation. Article I shall be amended as follows: ARTICLE 1. NAME: The name of the corporation is: ALR TECHNOLOGIES INC. This amendment shall be effective on filing of this Amended Certificate. THE UNDERSIGNED, being the President and Secretary of Mo Betta Corp. hereby declares and certifies that the facts herein stated are true and, accordingly, has hereunto set his hand this 7th day of December, 1998.
/s/ Robert G/ Eadie Robert Gregory Eadie, President and Secretary PROVINCE OF BRITISH COLUMBIA COUNTRY OF CANADA ) ) )

ss.

On this 7th day of December, 1998, personally appeared before me, a notary public in and for said county and state, Robert Gregory Eadie, who, being duly sworn by me, did say that he is the President and Secretary of Mo Betta Corp., that the foregoing document was signed on behalf of said corporation by him; and that said corporation authorized him to execute the same.
/s/ John Lauinger Barrister & Solicitor 100- 1075 West Georgia Street Vancouver, BC V6E 3G2 Ph (604) 631-4763

ARTICLE 5 This schedule contains summary financial information extracted from the Consolidated Statement of Financial Condition at 12/31/98 Audited and 03/31/99 (Unaudited) and the Consolidated Statement of Income for the year ended 12/31/98 Audited and the three months ended 03/31/99 (Unaudited) and is qualified in its entirety by reference to such financial statements.

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

YEAR DEC 31 1998 DEC 31 1998 47,390 0 22,711 0 266,975 337,076 29,658 0 366,734 834,318 0 0 0 453,893 (921,477) 366,734 218,208 218,259 159,350 159,350 335,806 0 0 (276,897) 0 0 0 0 0 (276,897) (0.01) (0.01)

3 MOS DEC 31 1999 MAR 31 1999 194,380 0 98,509 0 226,724 519,613 29,894 0 550,320 740,164 0 0 0 1,250,086 (1,439,930) 550,320 36,023 36,182 24,167 24,167 573,990 0 0 (561,975) 0 0 0 0 0 (561,975) (0.01) (0.01)

DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT is made and dated for reference effective as of the 21st day of October, 1998. BETWEEN: A Little Reminder (ALR) Inc., a company continued under the laws of the State of Wyoming and having an address for delivery located at 2000-650 West Georgia Street, Vancouver, B.C., Canada, V6B 4N8 (hereinafter referred to as the "Producer") OF THE FIRST PART AND Mo Betta Corp., a company duly incorporated under the laws of the State of Nevada and having an address for delivery located at Suite 220, 1495 Ridgeview Drive, Reno, Nevada, 89509 (hereinafter referred to as the "Distributor") OF THE SECOND PART WHEREAS: A. The Producer has developed a unique and patented medication compliance system to remind patients to ingest time sensitive medication; B. The system is known as A Little Reminder (ALR)[TM] (the "ALR"); C. The Distributor desires to obtain the non-exclusive right to distribute and market the ALR in the United States of America and Canada (the "Area"); D. The Producer has agreed to grant and the Distributor desires to obtain the rights from the Producer (collectively the "Rights") with respect to the ALR or in respect of any invention or discovery by the Producer of any product or device similar in design and/or function to, or designed or appropriate for use with, or improving on the ALR, for the distribution and sale of the ALR (including the ALR as it may be improved in the future and any product or device similar in design and/or function, or improving on the ALR) throughout the Area;

E. In order to maintain the Rights in good standing in accordance with the terms of the Agreement the Distributor will be required to purchase at least $5,000,000 worth of the ALR from the Producer during the first year term of this Agreement, and should the Distributor fail to purchase at least $5,000,000 worth of the ALR during the initial term of this Agreement then the Distributor shall have thereby, without any further act, immediately terminated its Rights under this Agreement and, thereupon, the parties hereto acknowledge and agree that all residual and contingent rights and obligations of both parties under the terms of this Agreement shall also immediately terminate; F. In order to maintain the Rights in good standing in subsequent years, the Producer and Distributor agree to set amounts to be purchased (the "Target") no later than January 1 of each subsequent year the Agreement is in effect. G. If the Producer and Distributor fail to agree to Target, for the term of this Agreement, the Target will be set at a level 25% higher than that of the previous calendar year. H. The Distributor acknowledges that the Rights to market and distribute the ALR are unique and valuable assets of the Producer; and I. The parties hereto wish to commit to writing the terms, covenants and conditions of their respective rights and duties with respect to the aforesaid, NOW THEREFORE THIS AGREEMENT WITNESSETH that is consideration of the mutual covenants and agreements herein contained, and subject to the terms and provisions hereinafter set out, the parties hereto covenant and agree each with the others as follows: Article 1 GRANT Grant of Rights The Producer hereby grants to the Distributor the Rights during the continuance of this Agreement to distribute and market the ALR, within the Area, using the ALR and such other items as the Producer may hereafter offer for sale in connection with the ALR.

Article 2 DISTRIBUTION AND SUPPLY 2.1 Supply and Pricing of ALR The ALR will be supplied by the Producer to the Distributor, at prices published by the Producer from time to time, on the following basis (A) The Distributor shall be responsible for and shall applicable, in connection with the sale of ALR, (B) Discount of 40% of the published prices will be provided to the Distributor; (C) The Producer shall be required to advise the Distributor at least thirty days before any proposed increase in the price of ALR and associated products to be charged by the Producer to the Distributor under the terms of this Agreement; (D) Subject to delays beyond the control of the Producer, shipment of the Distributor's order shall be made by the Producer within thirty days of the receipt of a purchase order from the Distributor with respect to the supply of ALR and associated products; (E) All shipments of ALR and associated products to the Distributor shall be delivered by the Producer to the Distributor at the Distributor's designated place of business, factory or warehouse located in the Area and such shipment shall only be FOB such designation if such shipment has an invoiced price in excess of $10,000; and (F) All purchase orders given by the Distributor to the Producer at the time of delivery of Product shall be accompanied for each such order by payment in either cash or by certified cheque, money order or bank draft unless otherwise agreed to between the parties hereto. There shall be no term of credit advanced from the Producer to the Distributor unless the same is agreed upon by the parties hereto in writing.

2.2 Delay The Producer shall not be liable for any delays in delivery beyond the control of the Producer, and shall endeavour to meet any delivery date requested by the Distributor. 2.3 Risk Except with respect to ALR and associated products which is found to be defective or with respect to damage which is caused to such Product in transport and outside the control of the Distributor, all ALR and associated products shipped by the Producer to the Distributor shall be at the risk of the Distributor following shipment from the location or locations specified by the Producer in paragraph "2.1(E)" hereinabove. 2.4 Warranties, Etc. Any warranty, terms of sale or other promises made by the Distributor to a customer of the Distributor, or to any other person, which is not included in the Producer's warranty shall be the Distributor's responsibility to fulfill, and the Producer shall have and take no obligation or responsibility to the Distributor or its customers with respect to the same. Article 3 NAME OF THE PRODUCER'S SYSTEM AND OF THE PRODUCT 3.1 Ownership of Trade Marks The distributor agrees that the trade mark and/or trade name A Little Reminder ALR[TM], a medication compliance device and other trade marks or trade names used in connection with the Producer's business are owned by the Producer and identify the wares and services produced and performed by the Producer. Neither this Agreement nor the operation of the distribution business contemplated by this Agreement confers or shall be deemed to confer upon the Distributor any interest in the trade marks or trade names now or hereafter owned or adopted by the Producer (the "Producer's Trade Marks") including, without limiting the generality of the foregoing, the trade mark and/or trade name.

3.2 Prohibition against Disputing Producer's Rights The Distributor covenants and agrees not to, during or after the term of this Agreement, contest the title to the Producer's Trade Marks, in any way dispute or impugn the validity of the Producer's Trade Marks or take any action to the detriment of the Producer's interests therein. The Distributor acknowledges that by reason of unique nature of the ALR and the Producer's aforesaid property rights and by reason of the Distributor's knowledge of and association with the ALR and associated products during the term hereof, the aforesaid covenant, both during the term of this Agreement and thereafter, is reasonable and commensurate for the protection of the legitimate business interests of the Producer. 3.3 Infringement of Trade Marks The Distributor shall immediately notify the Producer of any infringement of or challenge to the Producer's use of any of the Producer's Trade Marks as soon as it shall become aware of the infringement or challenge. Article 4 DISTRIBUTOR IS INDEPENDENT AND NOT AGENT 4.1 Independent Contractor The Distributor shall be an independent contractor and not an employee of the Producer, and the Producer assumes no obligations, contractual or otherwise, existing or which may arise with respect to the Distributor's operations. Nothing contained herein shall constitute a partnership or joint venture between the parties hereto, and all sales made by the Distributor shall be in the Distributor's name without reference to the Producer if deemed so. 4.2 Distributor not Agent The Distributor shall have no right to pledge the credit of the Producer, and the Distributor is not, and shall not describe itself as, the agent of the Producer or the manufacturer of any of the ALR.

Article 5 DURATION OF AGREEMENT 5.1 Commencement The Agreement shall be effective as and from the 21st day of October, 1998. 5.2 Expiration Subject to earlier termination for failure to meet Target, the Agreement will expire on December 31, 2008. 5.3 The First Year For the purposes of this Agreement, the first year is defined as October 21, 1998 to December 31, 1999. 5.4 Subsequent Years Subsequent years will mean calendar year starting on January 1, 2000. Article 6 CERTAIN COST OF PRODUCER 6.1 Costs Related to Assistance Where the Producer provides training or sales promotion assistance within the Area at the Distributor's request, the Distributor shall pay to the Producer the Producer's actual costs incurred in connection therewith. Article 7 ADDITIONAL COVENANTS AND AGREEMENTS OF THE PRODUCER 7.1 Producer will Supply The Producer agrees to supply ALR and associated products to the Distributor, upon the request of the Distributor, pursuant to the terms of this Agreement.

7.2 Product Liability Insurance If required, the Producer agrees to provide to the Distributor, not more frequently than annually and upon the Distributor's written request to do so, with evidence of product liability insurance. Article 8 ADDITIONAL COVENANTS AND AGREEMENTS OF THE DISTRIBUTOR 8.1 Restriction to Area The Distributor covenants and agrees with the Producer that the Distributor will not at any time deal in the ALR and associated products or sell or solicit sale for the ALR and associated products except within the Area agree upon. 8.2 Standards of Operation, Record, Etc. During the currency of this Agreement the Distributor shall: (A) Maintain a proper place of business, including a telephone answering service, easily accessible to purchasers or potential purchasers of ALR and associated products form the Distributor during normal business hours in different time zones; (B) Service the ALR and associated products at all distribution locations in the Area efficiently and at reasonable and competitive rates, such services to include attending each distribution location at least once every month unless otherwise agreed to in writing by the Producer; (C) Maintain sufficient stock to service and properly replace all of the ALR and associated products sold by the Distributor; and (D) Make diligent efforts to sell the ALR and associated products within the Area.

8.3 Claims Etc. against the Producer The Distributor hereby covenants and agrees to indemnify and save harmless the Producer from and against all claims, demands, damage, loss, costs and expense incurred by reason of any act, neglect, default or representation of or by the Distributor, its employees or otherwise arising in connection with the use and employment of the ALR and associated products or the sales of the ALR and associated products, save where the same is caused solely by the act or omission of the Producer. Article 9 ASSIGNMENT 9.1 Assignment by Distributor The Distributor shall not assign this Agreement or any rights hereunder in whole or in part unless it shall have first requested and obtained the consent in writing of the Producer to such proposed assignment. 9.2 Assignment by Producer This Agreement and all rights hereunder may be assigned or transferred by the Producer at any time provided that the Producer's assignee agrees to expressly honour the terms and conditions of this Agreement. 9.3 Deemed Assignment The change in control of the Distributor shall be deemed to be an assignment of this Agreement and therefore subject to paragraph 9.1 hereinabove. Article 10 INDEMNIFICATION 10.1 In consideration of the premises and as an inducement to the Producer to enter into this Agreement with the Distributor, the Distributor does hereby covenant and agree with the Producer:

(A) To make the due and punctual payment of all monies and charges payable under this Agreement, (B) To effect prompt and complete performance of all and singular the terms, covenants, conditions and provisions of this Agreement contained on the part of the Distributor to be kept, observed and performed; and (C) To indemnify and save harmless the Producer from any loss, costs or damages arising out of any failure to pay monies and charges due under this Agreement to the Producer and/or the failure of the Distributor to perform any of the terms, covenants, conditions and provisions hereof. 10.2 This indemnity is absolute and unconditional and the obligation of the Distributor shall not be released, discharged, mitigated, impaired or affected by: (A) Any extension of time, indulgences or modifications which the Producer may extend or make the Distributor in respect of the performance of any of the obligations of the Distributor under any one or more of the provisions of this Agreement; (B) Any waiver by or failure of the Producer to enforce any of the terms, covenants, conditions and provisions of this Agreement; (C) Any assignment of this Agreement or its rights hereunder by the Distributor or by any trustee, receiver or liquidator; or (D) Any consent which the Producer may give to any such assignment.

Article 11 DEFAULT AND TERMINATION 11.1 Default of Distributor This Agreement may be terminated, at the sole option of the Producer, without prejudice to any other right or remedy of the Producer herein or existing at law, upon the happening of any of the following events: (A) The failure of the Distributor to effect prompt and complete performance, within sixty days of written notice from the Producer to do so, of all and singular the terms, covenants, conditions and provisions in this Agreement contained on the part of the Distributor to be kept, observed and performed; or (B) The Distributor ceasing to carry on business or threatening to cease carrying on business. 11.2 Default by Producer Where the Producer has failed, following sixty days' written notice from the Distributor to do so, to effect prompt and complete performance of all and singular the terms, covenants, conditions and provisions in this Agreement contained on the part of the Producer to be kept, observed and performed, the Distributor may at its sole option terminate this Agreement. Article 12 GENERAL PROVISIONS 12.1 Notices All notices, directions, or other instruments required to be given hereunder shall be in writing and may be given by mailing the same by prepaid registered mail or delivering the same to the party entitled to receive the same at its address as indicated on the front pages of this Agreement, or at such other address as a party hereto may in writing advise. Any notice, direction or other instrument aforesaid if delivered shall be deemed to have been given or made on the third business day following the day on which it was mailed. During the period of any mail strike notices shall only be given by personal delivery.

12.2 Time of the Essence Time shall be of the essence of this Agreement. 12.3 Successor and Assigns This Agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors, the assigns of the Producer and the permitted assigns of the Distributor. 12.4 Entire Agreement This instrument contains the entire agreement of the parties hereto and no representations, inducements, promises or agreements not embodied herein shall be of any force or effect, unless the same are set forth in writing signed by the parties hereto. 12.5 Invalid Provisions Should any part of this Agreement for any reason be declared invalid or unenforceable, such decision shall not affect the validity of any remaining portion, which remaining portion shall remain in force and effect as if this Agreement had been executed with the invalid or unenforceable portion thereof eliminated. 12.6 Applicable Law This Agreement shall be construed in accordance with the laws of the State of Nevada. 12.7 Number and Gender All terms and words used in this Agreement, regardless of the number and gender in which they are used, shall be deemed and construed to include any other numbers, singular or plural, and any other gender, masculine, feminine or neuter, or body corporate, as the contest or sense of this Agreement may so require. 12.8 Captions The captions appearing in this Agreement are inserted for convenience of reference only and shall not affect the interpretation of this Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement this 21st day of October, 1998. A LITTLE REMINDER (ALR) INC. MO BETTA CORP.
By: /s/ John C. Baldwin By: /s/ Robert G. Eadie

VOLUNTARY POOLING AGREEMENT THIS AGREEMENT is dated for reference the 27th day of July, 1998. BETWEEN: THE UNDERSIGNED SHAREHOLDERS OF TREN EXPLORATION INC. (TO BE RENAMED A LITTLE REMINDER (AM INC.) (collectively referred to as the "Shareholders" and individually as "Shareholder") OF THE FIRST PART AND: RUSSELL & DUMOULIN, Barristers & Solicitors of 2100 1075 West Georgia Street, Vancouver, B.C., V6E 3G2 (hereinafter called the "Trustee") OF THE SECOND PART. WHEREAS the Shareholders are desirous of placing in Pool the shares owned by them in Tren Exploration Inc., (the "Company"), being in respect of each of the Shareholders the number of shares set opposite its name in Schedule "A" to this Agreement, upon and subject to the terms and conditions hereinafter more particularly set out; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and in consideration of the sum of Ten Dollars ($10.00) now paid by the parties hereto, each to the other, (the receipt whereof is hereby acknowledged) and in further consideration of the mutual covenants and conditions hereinafter contained, the parties hereto agree as follows: 1. Definitions In this Agreement: (a) "Acknowledgment" means the acknowledgment and agreement to be bound in the form attached as Schedule "B" to this Agreement; (b) "Approval Date" shall mean the first day the shares of the Company are quoted on the NASDAQ Bulletin Board; (c) "Shares" means the Class A common shares of the Company set out in Schedule "A".

2. Release of Shares from Pool The Shareholders hereby severally agree each with the other and with the Trustee, that they will respectively deliver or cause to be delivered to the Trustee on or before the Approval Date certificates for their Shares in the Company as set out in the said Schedule "A" to be held by the Trustee and released, subject as hereinafter provided, pro rata on the following basis: (a) 20% of the Shares one year from the Approval Date; (b) 20% of the Shares three (3) months following the first release of shares pursuant to section 2(a) hereof; (c) 20% of the Shares six (6) months following the first release of shares pursuant to section 2(a) hereof; (d) 20% of the Shares nine (9) months following the first release of shares pursuant to section 2(a) hereof; (e) 20% of the Shares twelve (12) months following the first release of shares pursuant to section 2(a) hereof. 3. Acknowledgment by Trustee Each of the Shareholders shall be entitled to a letter or receipt from the Trustee stating the number of Shares represented by certificates held for it by the Trustee subject to the terms of this Agreement, but such letter or receipt shall not be assignable. 4. Alterations of Capital The parties hereto agree that the provisions of this agreement relating to the Shares shall apply mutatis mutandis to any shares or securities into which the Shares may be converted, changed, reclassified, redivided, redesignated, subdivided or consolidated and to any shares or securities of the Company or of any successor or continuing company or corporation of the Company that may be received by the registered holder of the Shares on a reorganization, amalgamation, consolidation or merger, statutory or otherwise, including the release calculation which will be adjusted so that the proportion of the Shares available for release is unaffected by the alteration of the capital of the Company. 5. Transfer of Shares Within Pool No transfer of Shares by any Shareholder shall be effective and no application shall be made to the Company to register any such transfer until the proposed transferee enters into an agreement with the other parties hereto to the same effect as this Agreement. The Trustee shall not effect a transfer of the Shares within pool unless the Trustee has received a copy of an

Acknowledgment executed by the person to whom the Shares are to be transferred. Notwithstanding the execution of an Acknowledgment by such a person, the transferor shall not be released from its obligations under this Agreement unless it has transferred all of its Shares. 6. Dividends, Distributions and Voting of Shares The Shareholders will be entitled to receive all dividend payments and distributions of capital, if any, from the Shares while the Shares are subject to this Agreement, and may exercise all voting rights attached to the Shares. 7. Amendment of Agreement Schedule A to this agreement shall be amended upon: (a) a transfer of Shares pursuant to section 5, or (b) a release of Shares from pool pursuant to section 2, and the Trustee shall note the amendment on the Schedule A in its possession. 8. Indemnification of Trustee The parties hereto agree that in consideration of the Trustee agreeing to act as Trustee as aforesaid, the Undersigned do hereby covenant and agree from time to time and at all times hereinafter well and truly to save, defend, and keep harmless and fully indemnify the Trustee, its successors and assigns, from and against all loss, costs, charges, damages and expenses which the Trustee, its successors or assigns, may at any time or times hereafter bear, sustain, suffer or be put to for or by reason or on account of its acting as Trustee pursuant to this Agreement. 9. Trustee not Obliged to Defend Actions It is further agreed by and between the parties hereto, and without restricting the foregoing indemnity, that in case proceedings should hereafter be taken in any Court respecting the Shares hereby pooled, the Trustee shall not be obliged to defend any such action or submit its rights to the Court until it shall have been indemnified by other good and sufficient security in addition to the indemnity hereinbefore given against costs of such proceedings. 10. Resignation of Trustee (a) If the Trustee wishes to resign as Trustee in respect of the Shares, the Trustee shall give notice to the Shareholders;

(b) If the Shareholders wish the Trustee to resign as Trustee in respect of the Shares, the Shareholders shall give notice to the Trustee; (c) A notice referred to in subsection (a) or (b) hereof shall be in writing and delivered to the Shareholders or the Trustee at their respective addresses set out on the first page or Schedule A of this agreement, and the notice shall be deemed to have been received on the date of delivery. The Shareholders or the Trustee may change their address for notice by giving notice to the other party in accordance with this agreement; (d) The resignation of the Trustee shall be effective and the Trustee shall cease to be bound by this agreement on the date that is 30 days after the date of receipt of the notice referred to in subsection (a) or (b) hereof or on such other date as the Trustee and the Shareholders may agree upon. 11. Further Assurances The parties hereto shall execute and deliver any further documents and perform any acts necessary to carry out the intent of this agreement. 12. Time Time is of the essence of this agreement. 13. Governing Laws This agreement shall be construed in accordance with and bound by the laws of British Columbia and the laws of Canada applicable in British Columbia. 14. Enurement This Agreement shall enure to the benefit of and be binding upon the parties hereto and each of their heirs, executors, administrators, successors and permitted assigns. 15. Execution in Counterpart This Agreement may be executed in several parts in the same form and such part as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement.

IN WITNESS WHEREOF the Undersigned and the Trustee have executed these presents as and from the day and year first above written. 706166 Alberta Ltd.
Per: /s/ illegible signature Authorized Signatory

745797 Alberta Ltd.
Per: /s/ illegible signature Authorized Signatory

Russell & DuMoulin
Per: /s/ illegible signature Authorized Signatory

SCHEDULE "A" to a Voluntary Pooling Agreement dated the 27th
day of July, 1998 Number of Class "A" Common Shares held 12,000,000

Name of Shareholder 706166 Alberta Ltd. Name (please print) c/o 2600 Manulife Place 10180 - 101 Street Edmonton, Alberta T5J 3Y2 Address 745797 Alberta Ltd. Name (please print) c/o 2600 Manulife Place 10180 - 101 Street Edmonton, Alberta T5J 3Y2 Address

8,000,000

SCHEDULE "B" ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND To: Russell & DuMoulin 2100 - 1075 West Georgia Street Vancouver, B. C. V6E 3G2 I acknowledge that (a) I have entered into an agreement with _______________ under which _____________ shares of ______________ (the "Shares") will be transferred to me upon receipt of regulatory approval, if applicable, and (b) the Shares are held in pool subject to a Voluntary Pooling Agreement dated for reference _________________ 19____ (the "Pooling Agreement"), a copy of which is attached as Schedule A to this acknowledgment. In consideration of $1.00 and other good and valuable consideration (the receipt and sufficiency of which is acknowledged) I agree, effective upon receipt of regulatory approval of the transfer to me of the Shares, if applicable, to be bound by the Pooling Agreement in respect of the Shares as if I were an original signatory to the Pooling Agreement. Dated at _____________________, this _____ day of ___________, 19____. Where the transferee is an individual:
SIGNED, SEALED & DELIVERED by ______________________ in the presence of: ) ) ) ) ) ) ) ) ) ) ) ) )

______________________________ Witness

_________________________ [transferee]

______________________________ Name ______________________________ Address

AMENDED POOLING AGREEMENT THIS AGREEMENT is dated for reference the 17th day of February, 1999. BETWEEN: THE UNDERSIGNED SHAREHOLDERS OF A LITTLE REMINDER (ALR) INC. (FORMERLY TREN EXPLORATION INC.) (collectively referred to as the "Shareholders" and individually as "Shareholder") OF THE FIRST PART AND: A LITTLE REMINDER INC., a company continued under the laws of the State of Wyoming and having an office at 2050 650 West Georgia Street, Vancouver, B.C., V6B 4N7 (the "Company") OF THE SECOND PART AND: RUSSELL & DUMOULIN, Barristers & Solicitors of 2100 1075 West Georgia Street, Vancouver, B.C., V6E 3G2 (hereinafter called the "Trustee") OF THE THIRD PART WHEREAS the Shareholders own an aggregate of 20,000,000 Class "A" Common shares (the "Shares") in the capital of A Little Reminder (ALR) Inc. (the "Company") in the amounts set out opposite their names in Schedule "A" attached to this Agreement; AND WHEREAS the Shareholders are all parties to a Voluntary Pooling Agreement dated July 27, 1998 (the "Original Pooling Agreement"), a copy of which is attached as Schedule "B" to this Agreement, and pursuant to which the Trustee holds the Shares in Pool;

AND WHEREAS the parties wish to terminate and replace the Original Pooling Agreement upon the terms and conditions set out herein; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and in consideration of the sum of Ten Dollars ($10.00) now paid by the parties hereto, each to the other, (the receipt whereof is hereby acknowledged) and in further consideration of the mutual covenants and conditions hereinafter contained, the parties hereto agree as follows: 1. Definitions (a) "Acknowledgment" means the acknowledgment and agreement to be bound in the form attached as Schedule "C" to this Agreement; (b) "ALRT Shares" means the 8,000,000 common shares in the capital of ALR Technologies Inc. to be issued to the Released Shareholders upon completion of an offer to purchase all of the issued and outstanding Class A Common Shares of the Company; (c) "Approval Date" shall mean the first day the shares of the Company are quoted on the OTC Bulletin Board or, in the event the shares of the Company are exchanged, pursuant to an offer to purchase, for shares of a company, already quoted on the OTC Bulletin Board, then the termination date of such offer to purchase; (d) "Early Release Shares" means 2,000,000 of the ALRT Shares to be held by the Remaining Shareholders in accordance with Schedule "D" attached to this Agreement; (e) "Cancellation Shares" means 6,000,000 of the ALRT Shares to be surrendered for cancellation to ALRT by the Released Shareholders in accordance with Schedule "D" attached to this Agreement; (f) "Remaining Shareholders" means those Shareholders who are not Released Shareholders; (g) "Remaining Shares" means, the 12, 000,000 Shares which are not Released Shares; (h) "Shareholders" means those holders of 20,000,000 Class A common shares of the Company as set out in Schedule "A";

(i) "Shares" means the 20,000,000 Class A common shares of the Company as set out in Schedule "A" comprised of the Released Shares and the Remaining Shares; (j) "Released Shareholders" means those Shareholders who are the registered and beneficial owners of the 8,000,000 Released Shares in the amounts set out opposite their names in Section 4 hereof; and (k) "Released Shares" means the 8,000,000 Shares owned by the Released Shareholders as described in Section 4 hereof. 2. Termination of Original Pooling Agreement The parties hereto hereby confirm, and agree that the Original Pooling Agreement shall cease and determine and be of no further force and effect, effective as of the date hereof. 3. Placement of Shares in Pool The Shareholders hereby jointly and severally agree each with the other and with the Trustee that the Trustee shall continue to hold certificates for their Shares in the Company as set out in the said Schedule "A" to be held by the Trustee on the terms contained herein. 4. Released Shareholders and Released Shares subject to Pool In the event the conditions as set out in Section 5 hereof have been fulfilled, the Released Shares owned by the Released Shareholders as set out in the table below shall be released from Pool and returned to such Released Shareholder in accordance with Section 6 hereof:
Released Shareholder 706166 Alberta Ltd. 745797 Alberta Ltd. Dean Drever Sandra Ross TOTAL 5. Conditions Number of Released Shares 3,400,000 3,100,000 750,000 750,000 8,000,000 =========

In the event the following conditions have been fulfilled, the Released Shares shall be held by the Trustee and released from Pool to the Released Shareholders in accordance with Section 6 hereof:

(a) pursuant to an offer to purchase (the "Offer") by ALR Technologies Inc. ("ALRT"), the Released Shareholders shall have received an aggregate of 8,000,000 common shares in the capital stock of ALRT (the "ALRT Shares") in exchange for submitting their 8,000,000 Released Shares under such Offer; and (b) the Released Shareholders shall have agreed for nominal. consideration to surrender for cancellation to ALRT an aggregate of 6,000,000 of the ALRT Shares obtained by the Released Shareholders under the Offer (the "Cancellation Shares"), leaving the Released Shareholders with an aggregate of 2,000,000 ALRT Shares (the "Early Release Shares") in the numbers set out opposite their names in Schedule "D" attached hereto. 6. Release of Early Release Shares In the event the conditions set out in Section 5 hereof are fulfilled, the Early Release Shares will be released from Pool and returned to the Released Shareholders, pro rata, on the following basis: (a) 20% of the Early Release Shares on July 1, 1999; (b) 20% of the Early Release Shares three (3) months following the first release of shares pursuant to subsection (a) hereof; (c) 20% of the Early Release Shares six (6) months following the first release of shares pursuant to subsection (a) hereof; (d) 20% of the Early Release Shares nine (9) months following the first release of shares pursuant to subsection (a) hereof; and (e) 20% of the ALRT Shares twelve (12) months following the first release of shares pursuant to subsection (a) hereof. 7. Release of Cancellation Shares In the event the conditions in section 5 hereof have been fulfilled then the 6,000,000 Cancellation Shares shall be released from Pool and surrendered by the Released Shareholders to ALRT for cancellation in the numbers set out opposite their names in Schedule "D" attached to this Agreement.

8. Release of Remaining Shares from Pool In the event the conditions in Section 5 hereof have been fulfilled, then the Remaining Shares shall be released from Pool and returned to the Remaining Shareholders or, in the event the conditions in Section 5 hereof have not been fulfilled, then all of the Shares shall be released from Pool and returned to the Shareholders, subject to the terms. of this Agreement, pro rata, on the following basis: (a) 20% of the Remaining Shares, or Shares as the case may be, one year from the Approval Date; (b) 20% of the Remaining Shares, or Shares as the case may be, three (3) months following the first release of shares pursuant to section 6(a) hereof; (c) 20% of the Remaining Shares, or Shares as the case may be, six (6) months following the first release of shares pursuant to section 6(a) hereof; (d) 20 % of the Remaining Shares, or Shares as the case may be nine (9) months following the first release of shares pursuant to section 6(a) hereof; (e) 20% of the Remaining Shares, or Shares as the case may be, twelve (12) months following the first release of shares pursuant to section 6(a) hereof. 9. Alterations of Capital The parties hereto agree that the provisions of this agreement relating to the Shares shall apply mutatis mutandis to any shares or securities into which such shares may be converted, changed, reclassified, redivided, redesignated, subdivided or consolidated and to any shares or securities of the Company or of any successor or continuing company or corporation of the Company that may be received by the registered holder of the Shares on a reorganization, amalgamation, consolidation or merger, statutory or otherwise, including the release calculation which will be adjusted so that the proportion of the Shares available for release is unaffected by the alteration of the capital of the Company.

10. Transfer of Shares Within Pool No transfer of Shares by any Shareholder shall be effective and no application shalt be made to the Company to register any such transfer until the proposed transferee enters into an agreement with the other parties hereto to the same effect as this Agreement. The Trustee shall not effect a transfer of the Shares within pool unless the Trustee has received a copy of an Acknowledgment in the form attached hereto as Schedule C executed by the person to whom the Shares are to be transferred. Notwithstanding the execution of an Acknowledgment by such a person, the transferor shall not be released from its obligations under this Agreement unless it has transferred all of its Shares. 11. Dividends, Distributions and Voting of Shares The Shareholders will be entitled to receive all dividend payments and distributions of capital, if any, from the Shares while the Shares are subject to this Agreement, and may exercise all voting rights attached to the Shares. 12. Amendment of Agreement Schedule A to this Agreement shall be amended upon a transfer of Shares pursuant to section 10, and the Trustee shall note the amendment on the Schedule A in its possession. 13. Scope of Trustee's Duties and Indemnification ion of Trustee In exercising its duties and obligations as set forth in this Agreement, the Trustee will act in good faith and with impartiality towards each of the Company and the Shareholders. The Trustee will have no duties or obligations in respect of the Shares other than those specifically set forth herein. The Trustee will not be bound in any way by any other contract or agreement between the parties hereto (except to the extent that the Trustee will consider the terms of the Share Exchange Agreement) whether or not the Trustee has knowledge thereof or of its terms and conditions and the Trustee's only duty, liability and responsibility shall be to hold and deal with the Shares in accordance with this Agreement. The Trustee will be entitled, unless it has knowledge to the contrary, to assume that any notice and evidence received pursuant to these instructions from either the Company or the Shareholders has been duly executed by the party by whom it purports to have been signed and the Trustee will not be obligated to enquire into the sufficiency or authority of any signatures

appearing on such notice or evidence. In the event that the Trustee is given written notice of any disagreement between the Company and the Shareholders resulting in adverse claims or demands being made in connection with the Shares or a disagreement as to the Shares to be released by the Trustee, the Trustee will not release the Shares until (a) the rights of all parties shall have been fully and finally adjudicated by a court of competent jurisdiction; or (b) the Company and the Shareholders give the Trustee written notice as to their agreement as to the release of the Shares. In the event that the Trustee is given notice of any disagreement between the Company and the Shareholders resulting in adverse claims or demand being made in connection with the Shares or a disagreement as to the Shares to be released by the Trustee, the Trustee may, at its discretion, interplead the Shares by delivering the Shares to a court of competent jurisdiction. The Company will pay the Trustee on the basis of the Trustee's hourly rates for legal services, plus taxes and disbursements, for the performance of the Trustee's duties pursuant to this Agreement. The Company and the Shareholders, jointly and severally, release, indemnify and save harmless the Trustee from all costs, charges, claims, demands, damages, losses and expenses resulting from the Trustee's compliance in good faith with this agreement, 14. Trustee not Obliged to Defend Actions It is further agreed by and between the parties hereto, and without restricting the foregoing indemnity, that in case proceedings should hereafter be taken in any Court respecting the Shares hereby pooled, the Trustee shall not be obliged to defend any such action or submit its rights to the Court until it shall have been indemnified by other good and sufficient security in addition to the indemnity hereinbefore given against costs of such proceedings. 15. Resignation of Trustee If the Trustee wishes to resign as Trustee in respect of the Shares, the Trustee shall give notice to the Shareholders;

If the Shareholders wish the Trustee to resign as Trustee in respect of the Shares, the Shareholders shall give notice to the Trustee; A notice referred to in subsection (a) or (b) hereof shall be in writing and delivered to the Shareholders or the Trustee at their respective addresses set out on the first page or Schedule A of this agreement, and the notice shall be deemed to have been received on the date of delivery. The Shareholders or the Trustee may change their address for notice by giving notice to the other party in accordance with this agreement; The resignation of the Trustee shall be effective and the Trustee shall cease to be bound by this agreement on the date that is 30 days after the date of receipt of the notice referred to in subsection (a) or (b) hereof or on such other date as the Trustee and the Shareholders may agree Upon. 16. Further Assurances The parties hereto shall execute and deliver any further documents and perform any acts necessary to carry out the intent of this agreement. 17. Time Time is of the essence of this agreement. 18. Governing Laws This agreement shall be construed in accordance with and bound by the laws of British Columbia and the laws of Canada applicable in British Columbia. 19. Enurement This Agreement shall enure to the benefit of and be binding upon the parties hereto and each of their heirs, executors, administrators, successors and permitted assigns.

20. Execution in Counterpart and by Facsimile This Agreement may be executed in several parts in the same form, and by facsimile, and such part as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement, IN WITNESS WHEREOF the Undersigned and the Trustee have executed these presents as and from the day and year first above written. A Little Reminder (ALR) Inc.
Per: /s/ illegible signature Authorized Signatory Russell & DuMoulin Per: /s/ illegible signature Authorized Signatory

ALR Technologies Inc. 1940-400 Burrard St., Vancouver, B.C., Canada, V6C 3A6 Tel: (604) 618-3400 Fax: (604) 669-7678 February 17, 1999 Those Persons Set Forth in Schedule "A" Hereto c/o Timely Devices Inc. 201, 10323 - 178 Street Edmonton AB T5S IR5 Dear Sirs/Mesdames: The undersigned (the "Offeror") understands that the persons set forth in Schedule "A" hereto are the registered and beneficial owners of an aggregate of 8,000,000 Class A common shares (the "Subject Shares") of A Little Reminder (ALR) Inc. (the "Corporation"). The persons set forth in Schedule "A" are hereinafter collectively referred to as the "Shareholders". I THE OFFER 1.1 The Offeror is prepared to make, and following the execution of this letter agreement by all of the Shareholders, will make a take-over bid (the "Offer") for all of the issued and outstanding Class A common shares (the "Common Shares") of the Corporation on the terms and conditions herein set forth. 1.2 The Offer shall consist of an offer to purchase all of the issued and outstanding Common Shares in exchange for an equal number of common shares of the Offeror (the "Offered Shares") made by way of a take-over bid and take-over bid circular prepared in accordance with the requirements of the Securities Act (British Columbia) and all other applicable securities legislation and the regulations thereunder. 1.3 The Offer shall expire no later than the 21st day following the mailing thereof, unless extended by the Offeror. 1.4 The Offeror shall have the right to vary the Offer in such manner as the Offeror considers necessary or desirable and is not inconsistent with any of the provisions of this Agreement or applicable securities legislation and the regulations thereunder.

2 AGREEMENT TO TENDER 2.1 Subject to the terms and conditions hereof, each Shareholder as set forth in Schedule "A" hereby severally and irrevocably agrees to deposit the Common Shares beneficially owned or controlled by such Shareholder under the Offer not later than the 10th day after the date on which the Offer is made and, notwithstanding the rights granted to such Shareholder by applicable securities legislation or the terms of the Offer, further irrevocably agrees that thereafter such Shareholder will not withdraw any of the Common Shares deposited by such Shareholder under the Offer until the earliest of (a) the first day on which withdrawal rights are available to such Shareholder under applicable securities legislation after the making of any amendment or variation of the Offer the result or effect of which is to decrease the number of Common Shares sought; (b) the date on which the Offer expires or is terminated without the Offeror taking up and paying for the Subject Shares deposited under the Offer; and (c) the date on which this agreement is terminated pursuant to Article 6 hereof. 2.2 Each Shareholder as set forth in Schedule "A" hereby severally and irrevocably agrees immediately upon the conditions set out in this section being met, to surrender for cancellation to the Offeror, for nominal consideration, that number of Offered Shares set opposite their name in Schedule "B" attached hereto, such surrender and cancellation being subject to the following conditions: (a) that each of 706166 Alberta Ltd. and 745797 Alberta Ltd. (the "Altaco's") shall have received payment in full for the sale of an aggregate of 5,000,000 Common Shares pursuant to share purchase agreements dated December 8, 1998 entered into by the Altaco's and various purchasers; and (b) all parties to the Pooling Agreement dated July 27, 1998 (the "Pooling Agreement") agreeing to terminate and replace the Pooling Agreement with an Amended Pooling Agreement in substantially the form attached hereto as Schedule "C".

3 OBLIGATION TO ACCEPT AND TAKE UP THE SUBJECT SHARES 3.1 Upon the terms and subject to the conditions of the Offer, the Offeror will accept and take up, all Common Shares of the Corporation deposited and not withdrawn under the Offer promptly after the expiry thereof, and in any event within the time period prescribed by applicable securities laws. The Offeror may not extend the Offer, where all the terms and conditions thereof have been complied with, except those waived by the Offeror, unless the Offeror first takes up all Common Shares deposited thereunder and not withdrawn. 3.2 Upon completion of the Offer and upon the obligations of the Shareholders contained in section 2 hereof having been fulfilled, the Offeror hereby agrees to assume any and all past, present or future debts and liabilities of the Corporation and its subsidiary, Timely Devices Inc. 4 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SHAREHOLDERS 4.1 Each Shareholder severally represents and warrants to the Offeror, and acknowledges that the Offeror is relying upon such representations and warranties in entering into this Agreement that: (a) such Shareholder has good and sufficient power, authority and right to enter into this agreement and to complete the transaction contemplated hereby; (b) assuming the due execution and delivery of this agreement by the Offeror, upon the execution and delivery hereof by such Shareholder, this agreement shall be a legal, valid and binding obligation of such Shareholder enforceable by the Offeror against such Shareholder of the transactions contemplated hereby and will not constitute a violation of or default under, or conflict with, any contract, commitment, agreement, arrangement, understanding or restriction of any kind to which such Shareholder is a party or by which such Shareholder is bound;

(c) such Shareholder is the beneficial owner of the number of Common Shares indicated in Schedule "A" attached hereto and such Common Shares represent all of the Common Shares beneficially owned or over which control or direction is exercised by such Shareholder free and clear of all liens, charges, encumbrances, security interests and other rights of others whatsoever and has good and sufficient power, authority and right to transfer or cause to be transferred the legal and beneficial title to such Common Shares to the Offeror with good and marketable title thereto, subject to the terms of the Pooling Agreement pursuant to which each Shareholder has agreed to deposit their Common Shares with Russell & DuMoulin; (d) such Shareholder has no knowledge of any material change (as such term is defined in the Securities Act (British Columbia)) in the affairs of the Corporation and its subsidiaries that has not been generally disclosed; and (e) the foregoing representations and warranties will be true, correct and complete on the date on which the Offer is made and on the date on which the Offeror purchases the Common Shares, 4.2 Each Shareholder severally covenants and agrees with the Offeror that after the date hereof such Shareholder will use its best efforts to cause its representatives and advisors not to, directly or indirectly: (a) solicit, initiate, invite, encourage or continue any inquiries or proposals from, or negotiations with, any person, company or other entity other than the Offeror or any of its affiliates relating to the purchase of Common Shares, any amalgamation, merger or other form of business combination involving the Corporation or any of its subsidiaries, any sale, lease, exchange or transfer of all or a substantial portion of the assets of the Corporation or any of its subsidiaries, or any take-over bid, reorganization, recapitalization, liquidation or winding-up of or other business combination or other transaction involving the Corporation or any of its subsidiaries with any person other than the Offeror or any of its affiliates (a "Proposed Transaction");

(b) enter into any agreement, discussion or negotiations with any person, company or other entity other than the Offeror or any of its affiliates with respect to a Proposed Transaction or potential Proposed Transaction; (c) furnish or cause to be furnished any non-public information concerning the business, results of operations, assets, liabilities, prospects, financial condition or affairs of the Corporation or any of its subsidiaries to any person, company or other entity other than the Offeror and its representatives, other than as disclosed prior to the date hereof; or (d) take any action that might reasonably be expected to reduce the likelihood of success of the Offer. The Shareholders will notify the Offeror promptly if any such discussions or negotiations are sought or if any proposal in respect of a Proposed Transaction is received, being considered or indicated to be forthcoming. 4.3 Each Shareholder severally covenants and agrees with the Offeror, so long as such Shareholder is not entitled to withdraw the Common Shares owned by such Shareholder form the Offer, to exercise all voting rights attached to the Common Shares owned by such Shareholder to vote against any resolution to be considered by the, shareholders of the Corporation that, if approved, could reasonably be considered to reduce the likelihood of success of the Offer. 4.4 Each Shareholder severally covenants and agrees with the Offeror that, so long as such Shareholder is not entitled to withdraw the Common Shares owned by such Shareholder from the offer, such Shareholder will exercise the voting rights attached to his Common Shares and use his reasonable endeavours to cause the Corporation and its subsidiaries to carry on their respective businesses in the regular and ordinary course consistent with past practice and not to take or make any of the actions or proposals referred to in subsection (d) of section 1.3 hereof. 5 REPRESENTATIONS AND WARRANTIES OF THE OFFEROR 5.1 The Offeror represents and warrants to each Shareholder, and acknowledges that each Shareholder is relying upon such representations and warranties in entering into this agreement, that:

(a) it has good and sufficient power, authority and right to enter into this agreement and to complete the transaction contemplated hereby; (b) upon the due execution and delivery of this agreement by the Shareholders, this agreement shall be a legal, valid and binding obligation of the Offeror enforceable by each Shareholder against the Offeror in accordance with its terms, and the consummation by it of the transaction contemplated hereby will not constitute a violation of or default order, or conflict with, any contract, commitment, agreement, arrangement, understanding or restriction of any kind to which it is a party or by which it is bound; (c) the foregoing representations and warranties will be true, correct and complete on the date on which the Offer is made and on the date on which the Offeror purchases the Subject Shares. 6 TERMINATION 6.1 The obligations hereunder of a particular Shareholder shall terminate at the option of such Shareholder upon written notice given by such Shareholder to the Offeror: (a) if the Offeror has not made the Offer by midnight (Vancouver time), on February 25, 1999 (or within seven (7) days thereafter), or such later date as permitted by this Agreement (provided it was required to. do so in accordance with Article 1 hereof); or (b) if, the Offer having been made by the time referred to in subsection (a), the Offeror has not, for any reason whatsoever, taken up the Subject Shares under the Offer by 5:00 p.m. (Vancouver time), on the Termination Date of the Offer or, if the Offer is made after February 25, 1999 as permitted by this Agreement, the 60th day following the date thereof. 6.2 If any of the Shareholders has breached or failed to perform and satisfy any of its covenants or agreements herein contained in a material respect or any of the representations and warranties of any such Shareholder contained herein is not true and correct in a material respect, the Offeror may by notice in writing given to the Shareholders terminate this agreement; provided, however, that

if Shareholders holding not more than 5% of the Subject Shares breach or fail to perform and satisfy any of their covenants or agreements contained herein in a material respect or any of the representations and warranties of such Shareholder set forth herein are not true and correct in a material respect, and each of the other Shareholders are in fall compliance with its obligations, representations, warranties and covenants hereunder, the Offeror shall not be entitled to terminate this agreement as aforesaid. 6.3 If the Offeror has breached or failed to perform any of its covenants or agreements herein contained in a material respect or any of the representations and warranties of the Offeror set forth herein are not true and correct in any material respect, the Shareholders may by notice in writing given to the Offeror terminate this agreement, 6.4 In the event of the termination of this agreement as provided in section 6.2 and 6.3 above, or the termination of this agreement by each of the Shareholders as provided in section 6.1 above, this agreement shall forthwith become void and of no further force or effect and there shall be no liability on the part of any party hereto, provided that the foregoing shall not relieve any party from any liability for any breach of this agreement. 7 REGULATORY APPROVALS 7.1 Each Shareholder covenants that, so long as such Shareholder is not entitled to withdraw any of the Subject Shares from the Offer, such Shareholder shall co-operate with the Offeror in obtaining all governmental and regulatory approvals required to permit the Offeror to make an Offer in accordance with its, terms and acquire Common Shares thereunder. 8 GENERAL 8.1 No disclosure of this subject matter of this agreement shall be made by any Shareholder or by the Offeror except to their respective counsel or to any other professional advisor engaged by them or to the board of directors of the Corporation or as may be required by applicable law or regulatory authorities; provided, however, that the foregoing shall not prevent the Offeror from disclosing the terms of this agreement in the Offer in such manner as the Offeror or its counsel, acting reasonably, considers appropriate after

consultation with counsel to the Corporation. Subject to compliance with any disclosure obligation imposed by law, the parties shall co-ordinate the making and dissemination of any public announcement relating to the subject matter of this agreement, 8.2 Each Shareholder shall exercise in fall irrevocably release, surrender or waive, on terms and conditions satisfactory to the Offeror, all outstanding options or other entitlements granted to or held by such Shareholder to purchase or otherwise acquire authorized and unissued Common Shares under any option, right, privilege or other entitlement, and shall deposit any Common Shares so acquired under the Offer in accordance with the provisions of this agreement. 8.3 This agreement shall be binding upon and shall enure to the benefit of and be enforceable by each Shareholder and the Offeror and their respective successors and permitted assigns, 8.4 The representations, warranties and covenants of each Shareholder and of the Offeror herein shall survive the consummation of the Offer and the purchase of Common Shares by the Offeror thereunder and shall continue in fall force and effect. 8.5 Time is of the essence of this agreement. 8.6 Any notice or other communication required or permitted to be given hereunder shall be sufficiently given if delivered: (a) in the case of any of the Shareholders, to the address appearing on the first page of this letter; and (b) in the case of the Offeror, to the address appearing on the first page of this letter; or at such other address as the party to which such notice or other communication is to be given has last notified the party given the same in the manner provided in this section, 8.7 All references to Common Shares herein shall include any shares into which the Common Shares may be reclassified, subdivided, redivided, consolidated or converted by amendment to the articles of the Corporation and the prices per shall referred to herein shall be amended accordingly.

8.8 Words signifying the singular numbers shall include, whenever appropriate, the plural and vice versa; and words signifying the masculine gender shall include, whenever appropriate, the feminine or neuter gender. 8.9 This agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. 9 ACCEPTANCE 9.1 If you are in agreement with the foregoing, kindly signify your acceptance by signing the second copy of this letter and delivering it to the Offeror in the manner provided below prior to 5:00 p.m. (Vancouver time), on ___________, 1998, failing which the offer constituted by this letter shall terminate and be of no further effect. letter may be signed in two or more counterparts that together shall be domed to constitute one valid and binding agreement. Yours truly, ALR TECHNOLOGIES INC.
By: /s/ Michael R. Best, MICHAEL R. BEST, Chairman and Chief Executive Officer

In consideration of your agreement to make the Offer as described above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the undersigned Shareholders hereby irrevocably accepts the foregoing as of this 17th day of February, 1999. 706166 ALBERTA LTD.
By: /s/ Lorne Drever Lorne Drever, President /s/ Dean Drever DEAN DREVER

745797 ALBERTA LTD. By: /s/ Debbie MacNutt Debbie MacNutt, President /s/ Sandra L. Ross SANDRA ROSS