Alberta Directors Resolutions Authorizing Warrant Indenture by Megadox


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									                       RESOLUTIONS OF THE DIRECTORS OF
                               (the “Corporation”)

                               WARRANT INDENTURE


1.   The warrant indenture (the “Warrant Indenture”) to be entered into between the
     Corporation and ____________________ (the “Trustee”), substantially in the form and on
     the terms of the draft Warrant Indenture attached to this resolution, providing for the
     creation and issuance of warrants to purchase ___________ Class “A” Common Shares
     in the capital of the Corporation (the “Warrants”), is hereby approved, and the execution
     and delivery of the Warrant Indenture for and on behalf and under the seal of the
     Corporation by any one officer of the Corporation is hereby authorized and approved,
     such execution and delivery to be conclusive evidence that the Warrant Indenture so
     executed and delivered is the Warrant Indenture authorized by this resolution.

2.   The Corporation hereby create upon and subject to the terms of the Warrant Indenture,
     the Warrants referred to therein, each such Warrant initially entitling the holder thereof
     to obtain upon the exercise thereof, one Class “A” Common Share in the capital of the
     Corporation during the term of such Warrants in accordance with the Warrant
     Indenture and subject to the provisions relating to the time of exercise contained therein,
     the number of such shares to be issued on exercise to be subject to adjustment all as
     provided in the Warrant Indenture.

3.   The form of Warrant Certificate set forth in Schedule “A” to the Warrant Indenture be
     hereby approved, together with such changes to such form as may be authorized by the
     persons executing the Warrant Indenture and the execution of the Warrant Certificate
     for and on behalf of the Corporation in the manner to be set forth in the Warrant
     Indenture be hereby authorized.

4.   The Cor
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