10QSB

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

(Mark One)

x  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2003

¨  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______________ to ______________

Commission file number 000-49664

IKONA GEAR INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)

Nevada	88-0474903
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
organization)

Suite # 810 – 609 Granville Street
Vancouver, BC, Canada
V7Y 1G5
 (Address of principal executive offices)

(604) 685-5510
(Issuer's telephone number)

not applicable
(Former name, former address and former fiscal year, if changed since last report)

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ¨  No ¨ 

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

21,855,633 common shares outstanding as of January 12, 2004

Transitional Small Business Disclosure Format (Check one): Yes ¨ x No x 

INDEX

PART I

		PAGE
ITEM 1	PART 1 -- FINANCIAL INFORMATION	3
	CONSOLIDATED BALANCE SHEETS	5
	CONSOLIDATED STATEMENTS OF OPERATIONS	6
	CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY	7
	CONSOLIDATED STATEMENTS OF CASH FLOWS	10
	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	11
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	16
ITEM 3	CONTROLS AND PROCEDURES	20
PART II – OTHER INFORMATION
ITEM 2	CHANGES IN SECURITIES	21
ITEM 5	OTHER INFORMATION	21
ITEM 6	EXHIBITS AND REPORTS ON FORM 8-K	21
	CERTIFICATIONS	22
	SIGNATURE	23

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with generally accepted accounting principles in the United States of America.

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(Previously Oban Mining, Inc.)
(A Development Stage Company)

Consolidated Financial Statements

November 30, 2003 and 2002

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IKONA GEAR INTERNATIONAL, INC.
(Previously Oban Mining, Inc.)
(A Development Stage Company)
Consolidated Balance Sheets

		November 30,			August 31,
		2003			2003
		(unaudited)			(audited)
ASSETS
Current:
Cash	$	54,348		$	2,226
Accounts receivable		12,038			-
Prepaid expenses		-			2,000
Advances to related party (Note 4)		5,329			28,467
Deferred taxes, net of valuation allowance of $59,260		-			-
Total current assets		71,715			32,693
Property and equipment		4,466			-
Patents and trademark rights (Note 3)		193,959			198,086
Total assets	$	270,140		$	230,779
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	52,958		$	-
Due to related parties (Note 4)		89,406			83,710
Total current liabilities		142,364			83,710
Stockholders' equity
Common stock (Note 5)
Authorized
100,000,000 common shares, each with par value of $0.00001
Issued and outstanding
21,855,633 common shares (August 31, 2003 – 15,041,633)		219			151
Additional paid-in capital		1,032,593			877,661
Accumulated deficit during the development stage		(905,036	)		(730,743	)
Total stockholders' equity		127,776			147,069
Total liabilities and stockholders' equity	$	270,140		$	230,779

The accompanying notes are an integral part of these consolidated financial statements.

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IKONA GEAR INTERNATIONAL, INC.
(Previously Oban Mining, Inc.)
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)

		Cumulative
		Amounts
		From Inception
		(August 16,		Three Months Ended
		2001 to		November 30,
		November 30,
		2003)			2003			2002
REVENUES
Engineering services	$	78,057		$	33,750		$	-
EXPENSES
Amortization		37,141			4,127			4,127
Business development		165,476			45,832			-
Corporate finance		91,003			11,250			17,160
General and administrative		41,970			11,710			26
General consulting		13,122			-			-
Professional fees		48,050			42,550			-
Research and development		544,938			76,723			100,232
Travel and related		41,393			15,851			-
Total expenses		(983,093	)		(208,043	)		(121,545	)
Net loss before provision for income taxes		(905,036	)		(174,293	)		(121,545	)
Provision for income taxes		-			-			-
Net loss	$	(905,036	)	$	(174,293	)	$	(121,545	)
Basic and diluted net loss per share				$	(0.01)		$	(0.01	)
Weighted average number of common shares
outstanding					17,312,966			13,547,850

The accompanying notes are an integral part of these consolidated financial statements.

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IKONA GEAR INTERNATIONAL, INC.
(Previously Oban Mining, Inc.)
(A Development Stage Company)
Consolidated Statement of Stockholders’ Equity (Deficiency)
(Unaudited)

	Common Stock							Accumulated
								Deficit
					Additional			During the
	Number of				Paid-in			Development
	Shares		Amount		Capital			Stage			Total
Balance at August 16, 2001 (inception)	-	$	-	$	-		$	-		$	-
Net loss for the period	-		-		-			(5	)		(5	)
Balance at August 31, 2001	-	$	-	$	-		$	(5	)	$	(5	)
Issuance of common shares on acquisition of
patents at $0.04 per share, September 2001	2,725,000	$	27	$	108,893		$	-		$	109,000
Issuance of common shares on acquisition of
trademark at $0.04 per share, September
2001	25,000		-		1,000			-			1,000
Issuance of common shares to founders at
$0.00001 per share, October 2001	8,713,416		87		(17	)		-			70
Issuance of common shares for cash at
$0.20 per share, November 2001	263,665		3		52,730			-			52,733
Issuance of common shares for cash at
$0.20 per share, February 2002	1,286,335		13		257,253			-			257,266
Issuance of common shares for cash at
$0.20 per share, May 2002	393,750		4		78,746			-			78,750
Net loss for the year	-		-		-			(361,435	)		(361,435	)
Balance at August 31, 2002	13,407,166	$	134	$	498,685		$	(361,440	)	$	137,379
Issuance of common shares for cash at
$0.20 per share, November 2002	336,250	$	3	$	67,247		$	-		$	67,250
Issuance of common shares for corporate
finance fees at $0.20 per share, November
2002	85,800		1		17,159			-			17,160
Issuance of common shares for cash at
$0.20 per share, January 2003	175,000		2		34,998			-			35,000
Issuance of common shares for cash at
$0.20 per share, May 2003	175,000		2		34,998			-			35,000
Issuance of common shares for corporate
finance fees at $0.20 per share, May 2003	67,625		1		13,524			-			13,525
Issuance of common shares for cash at
$0.20 per share, July 2003	526,792		5		105,353			-			105,358

The accompanying notes are an integral part of these consolidated financial statements.

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IKONA GEAR INTERNATIONAL, INC.
(Previously Oban Mining, Inc.)
(A Development Stage Company)
Consolidated Statement of Stockholders’ Equity (Deficiency) (Continued)
(Unaudited)

	Common Stock							Accumulated
								Deficit
					Additional			During the
	Number of				Paid-in			Development
	Shares		Amount		Capital			Stage			Total
Balance at August 16, 2001 (inception)	-	$	-	$	-		$	-		$	-
Net loss for the period	-		-		-			(5	)		(5	)
Balance at August 31, 2001	-	$	-	$	-		$	(5	)	$	(5	)
Issuance of common shares on acquisition of
patents at $0.04 per share, September 2001	2,725,000	$	27	$	108,893		$	-		$	109,000
Issuance of common shares on acquisition of
trademark at $0.04 per share, September
2001	25,000		-		1,000			-			1,000
Issuance of common shares to founders at
$0.00001 per share, October 2001	8,713,416		87		(17	)		-			70
Issuance of common shares for cash at
$0.20 per share, November 2001	263,665		3		52,730			-			52,733
Issuance of common shares for cash at
$0.20 per share, February 2002	1,286,335		13		257,253			-			257,266
Issuance of common shares for cash at
$0.20 per share, May 2002	393,750		4		78,746			-			78,750
Net loss for the year	-		-		-			(361,435	)		(361,435	)
Balance at August 31, 2002	13,407,166	$	134	$	498,685		$	(361,440	)	$	137,379
Issuance of common shares for cash at
$0.20 per share, November 2002	336,250	$	3	$	67,247		$	-		$	67,250
Issuance of common shares for corporate
finance fees at $0.20 per share, November
2002	85,800		1		17,159			-			17,160
Issuance of common shares for cash at
$0.20 per share, January 2003	175,000		2		34,998			-			35,000
Issuance of common shares for cash at
$0.20 per share, May 2003	175,000		2		34,998			-			35,000
Issuance of common shares for corporate
finance fees at $0.20 per share, May 2003	67,625		1		13,524			-			13,525
Issuance of common shares for cash at
$0.20 per share, July 2003	526,792		5		105,353			-			105,358

The accompanying notes are an integral part of these consolidated financial statements.

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IKONA GEAR INTERNATIONAL, INC.
(Previously Oban Mining, Inc.)
(A Development Stage Company)
Consolidated Statement of Stockholders’ Equity (Deficiency) (Continued)
(Unaudited)

Issuance of common shares for corporate
finance fees at $0.20 per share, July 2003	7,500		-		1,500		-			1,500
Issuance of common shares for cash at
$0.40 per share, August 2003	251,250		2		100,498		-			100,500
Issuance of common shares for corporate
finance fees at $0.40 per share, August 2003	9,250		1		3,699		-			3,700
Net loss for the year	-		-		-		(369,303	)		(369,303	)
Balance at August 31, 2003	15,041,633	$	151	$	877,661	$	(730,743	)	$	147,069
Recapitalization, October 2003	6,814,000		68		154,932		-			155,000
Net loss for the period	-		-		-		(174,293	)		(174,293	)
Balance at November 30, 2003	21,855,633	$	219	$	1,032,593	$	(905,036	)	$	127,776

The accompanying notes are an integral part of these consolidated financial statements.

-9-

IKONA GEAR INTERNATIONAL, INC.
(Previously Oban Mining, Inc.)
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)

		Cumulative
		Amounts
		From Inception
		(August 16,
		2001)			Three Months Ended
		to			November 30,
		November 30,
		2003			2003			2002
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(905,036	)	$	(174,293	)	$	(121,545	)
Adjustments to reconcile net income to net cash
used in operating activities:
Amortization		37,141			4,127			4,127
Corporate finance fees paid by common stock		35,885			-			17,160
Change in operating assets and liabilities:
Accounts receivable		(12,038	)		(12,038	)		-
Prepaid expenses		-			2,000			-
Advances to related party		367			28,834			-
Accounts payable		52,958			52,958			36,732
Cash used in operating activities		(790,723	)		(98,412	)		(63,526	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances received from the Company prior to
recapitalization		155,000			155,000			-
Due to related parties		(37,390	)		-			-
Issuance of common stock for cash		731,927			-			62,250
Cash provided by financing activities		849,537			155,000			62,250
CASH FLOWS FROM INVESTING ACTIVITIES
Property and equipment acquired for cash		(4,466	)		(4,466	)		-
Cash used in investing activities		(4,466	)		(4,466	)		-
NET INCREASE (DECREASE) IN CASH		54,348			52,122			(1,276	)
CASH AT BEGINNING OF PERIOD		-			2,226			3,709
CASH AT END OF PERIOD	$	54,348		$	54,348		$	2,433
CASH PAID FOR:
Interest		-			-			-
Income taxes		-			-			-

The accompanying notes are an integral part of these consolidated financial statements.

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IKONA GEAR INTERNATIONAL, INC.
(Previously Oban Mining, Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2003
(Unaudited)

Note 1 – The Company and Nature of Operations

Ikona Gear International, Inc. (formerly Oban Mining, Inc.) (the “Company”) was incorporated in the State of Nevada on September 20, 2000. The Company is in business to develop and commercialize a unique, patented gearing technology. The Company is commercializing its patented technology in applications it establishes through developing joint ventures and entering into licensing agreements with strategic partners in vertical industrial markets. The Company is considered to be a development stage company as it has not generated significant revenues from operations.

Effective October 30, 2003, the Company consummated an Agreement and Plan of Reorganization (the “Agreement”) pursuant to which it acquired 100% of the issued and outstanding shares of common stock of Ikona Gear USA, Inc. (formerly Ikona Gear International, Inc.)(“Ikona USA”). Under the terms of the Agreement, the shareholders of Ikona USA received, pro rata, an aggregate of 15,041,633 shares of common stock of the Company in exchange for 100% of the outstanding shares of Ikona USA. A principal shareholder of the Company surrendered for cancellation 14,500,000 shares of common stock, which resulted in the Ikona USA shareholders acquiring shares representing approximately 70% of the total issued and outstanding shares of the Company. As a result, the transaction was accounted for as a recapitalization of Ikona USA.

The unaudited consolidated statements of operations, stockholders' equity (deficiency) and cash flows of the Company prior to October 30, 2003 are those of Ikona USA. The Company’s consolidated date of incorporation is considered to be August 16, 2001, the date of inception of Ikona USA. Following the acquisition, the Company changed its name from Oban Mining, Inc. to Ikona Gear International, Inc.

On October 31, 2003, the Company incorporated a wholly-owned subsidiary, Ikona Gear Corp. a British Columbia Corporation. These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information. The accompanying consolidated financial statements do not include all information and footnote disclosures required for an annual set of financial statements prepared under United States generally accepted accounting principles. In the opinion of management, all adjustments (consisting solely of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows as at November 30, 2003, and for all periods presented, have been included. Interim results for the three-month period ended November 30, 2003 are not necessarily indicative of the results that may be expected for the fiscal year as a whole.

Note 2 – Going Concern

These consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America with the on-going assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. However, certain conditions noted below currently exist which raise substantial doubt about the Company's ability to continue as a going concern. These financial

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IKONA GEAR INTERNATIONAL, INC.
(Previously Oban Mining, Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2003
(Unaudited)

statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

The operations of the Company have primarily been funded by the issuance of common stock and advances from related parties. Continued operations of the Company are dependent on the Company's ability to complete additional equity financings or generate profitable operations in the future.

Management's plan in this regard is to secure additional funds through future equity financings. Such financings may not be available or may not be available on terms reasonable to the Company.

		November 30,			August 31,
		2003			2003
Accumulated deficit during the development stage	$	(905,036	)	$	(730,743	)
Working capital deficiency	$	(70,649	)	$	(51,017	)

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IKONA GEAR INTERNATIONAL, INC.
(Previously Oban Mining, Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2003
(Unaudited)

Note 3 – Patents and Trademark Rights

In September 2001, the Company acquired patent and trademark rights (the “Acquired Technology”) from Diversified Sciences Limited (“Diversified”) and Ikona Technologies Inc. (“Technologies”), two companies related by virtue of a common director, officer and significant shareholder. The patent rights relate to planetary gearing technology and consist of a United States patent, a Canadian patent and a European patent applicable in France, Germany, Great Britain, Italy, and Sweden. The US patent has a term of 17 years from the issue date and expires on April 9, 2013. The Canadian patent has a term of 20 years from the filing date and expires on July 29, 2014. The remaining patents have terms of twenty years from the date of filing the European patent and expire on July 26, 2015. The trademark acquired by the Company provides for the exclusive assignment of rights, title and interest in the trademark “IKONA Gear ^TM”.

The patent acquisition agreement with Diversified required the Company to issue 2,725,000 shares of common stock at a value of $109,000 to Diversified and pay $63,000 (Cdn$100,000) less Diversified’s tax credit recoveries of $18,900 (Cdn$30,000) relating to the patents.

The trademark acquisition agreement with Technologies required the Company to issue 25,000 shares of common stock at a value of $1,000 to Technologies, pay $62,000 to Technologies and repay amounts owing of $15,000 on behalf of Technologies.

The Acquired Technology was recorded by the Company at a cost of $231,100 and is being amortized over its remaining useful life. At November 30, 2003, the carrying value of the Acquired Technology, net of $37,141 (August 31, 2003 - $33,014) in accumulated amortization, is $193,959 (August 31, 2003 – $198,086).

Note 4 - Related Party Transactions

In September 2001, the Company entered into an agreement with Ikona Gear (Canada) Inc. (“Ikona Canada”), a company controlled by a common director, officer and significant shareholder, whereby Ikona Canada provides certain research and development and related services to the Company. Under this agreement, the Company has advanced $5,329 (August 31, 2003 - $28,467) to Ikona Canada as an operating advance toward the payment of future invoices. The advance is short-term in nature and non-interest bearing.

Amounts due to related parties consisted of the following:

		November 30,		August 31,
		2003		2003
Diversified		23,432		21,862
Technologies		61,848		61,848
MCSI Consulting Services Inc. (“MCSI”)		4,126		-
	$	89,406	$	83,710

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IKONA GEAR INTERNATIONAL, INC.
(Previously Oban Mining, Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2003
(Unaudited)

MCSI is a company operated by a director of the Company. Due to related parties consist of amounts payable relating to operating activities of the Company.

The Company entered into the following transactions with related parties:

a)	Paid or accrued business development fees of $16,875 (2002 - $0) to a company controlled by a relative of a director of the Company.
b)	Paid or accrued business development fees of $16,875 (2002 - $0) to a company controlled by a director of the Company.
c)	Paid or accrued operating expenses of $89,446 (2002 - $100,232) to a company controlled by a director, officer and significant shareholder of the Company. These expenses are included in research and development, business development, corporate finance, and general and administrative expenses for the period.
d)	Paid or accrued corporate finance fees of $3,750 (2002 - $0) to a company related by a director of the Company.

These transactions are in the normal course of operations and are measured at the exchange amount which is the amount of consideration established and agreed to by the related parties..

Note 5 – Common Stock

In September 2001, the Company issued 2,725,000 common shares at a value of $0.04 per share for $109,000 as partial consideration on acquisition of patent rights (Note 3).

In September 2001, the Company issued 25,000 common shares at a value of $0.04 per share for $1,000 as partial consideration on acquisition of a trademark (Note 3).

In October 2001, the Company issued 8,713,416 common shares to the founders of the Company at a price of $0.00001 per share for cash proceeds of $70.

In November 2001, the Company issued 263,665 common shares at a price of $0.20 per share for cash proceeds of $52,733.

In February 2002, the Company issued 1,286,335 common shares at a price of $0.20 per share for cash proceeds of $257,266.

In May 2002, the Company issued 393,750 common shares at a price of $0.20 per share for cash proceeds of $78,750.

In November 2002, the Company issued 336,250 common shares at a price of $0.20 per share for cash proceeds of $67,250.

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IKONA GEAR INTERNATIONAL, INC.
(Previously Oban Mining, Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2003
(Unaudited)

In November 2002, the Company issued 85,800 common shares at a price of $0.20 per share for corporate finance fees of $17,160.

In January 2003, the Company issued 175,000 common shares at a price of $0.20 per share for cash proceeds of $35,000.

In May 2003, the Company issued 175,000 common shares at a price of $0.20 per share for cash proceeds of $35,000.

In May 2003, the Company issued 67,625 common shares at a price of $0.20 per share for corporate finance fees of $13,525.

In July 2003, the Company issued 526,792 common shares at a price of $0.20 per share for cash proceeds of $105,358.

In July 2003, the Company issued 7,500 common shares at a price of $0.20 per share for corporate finance fees of $1,500.

In August 2003, the Company issued 251,250 common shares at a price of $0.40 per share for cash proceeds of $100,500.

In August 2003, the Company issued 9,250 common shares at a price of $0.40 per share for corporate finance fees of $3,700.

In October, 2003, the Company acquired all the issued and outstanding capital stock of Ikona USA, which was accounted for as a recapitalization of the Company (Note 1). The issued number of shares of common stock is that of the Company with adjustments made for differences in par value between the Company and Ikona USA.

Note 6 - Segment Information

The Company’s operations were conducted in one reportable segment, being the development and commercialization of a unique patented gearing technology, primarily in Canada.

Note 7 – Subsequent Events

The Company entered into a consulting agreement with a company, effective December 1, 2003, for a period of two years, to pay a monthly business development fee of approximately $2,250 (C$3,000). This agreement can be terminated at any time after six months, being June 1, 2004. The agreement also commits the Company to issue 300,000 stock options, subject to board approval, with a vesting period of two years.

The Company also entered into a consulting agreement with a director, officer of the Company, effective December 1, 2003, to pay monthly consulting fees totalling approximately $5,370 (C$7,500). The agreement also commits the company to issue 341,000 stock options, subject to board approval, with a vesting period of two years.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

As used in this quarterly report, the terms "we", "us", "our", and "Ikona" mean Ikona Gear International, Inc. and our subsidiaries, unless otherwise indicated.

All dollar amounts refer to US dollars unless otherwise indicated.

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report, particularly in the section entitled "Risk Factors".

Overview

We were incorporated in the State of Nevada on September 20, 2000 as "Oban Mining, Inc.". On December 1, 2003, we filed a Certificate of Amendment to effect a name change to Ikona Gear International, Inc. “Ikona International”. In connection with the name change, we have been assigned a new ticker symbol by the NASD, and our common stock now trades on the OTC Electronic Bulletin Board under the symbol "IKGI."

During the current quarter ended November 30, 2003, we closed the acquisition of Ikona Gear International, Inc. ("IKONA"). As a result of the transaction, IKONA has changed its name to Ikona Gear USA, Inc. and has become a wholly-owned subsidiary of Ikona International, effective October 30, 2003. Ikona shareholders have exchanged 100% of their 12,033,306 common shares for 15,041,633 common shares of Ikona International which now has 21,855,633 shares of common stock outstanding, of which the Ikona shareholders hold 77.1%, or 16,841,633 shares. The acquisition has been treated as a recapitalization of IKONA. On closing, Richard Achron, Oban’s sole director and senior officer, surrendered 14,500,000 shares of common stock to our treasury for cancellation.

As of closing the IKONA acquisition, on October 30, 2003, we admitted the current directors and controlling shareholders of IKONA being Laith Nosh, Dal Brynelsen, Barrie Freeke, and Simon Anderson to our Board of Directors, joining our sole director, Richard Achron. On November 7, 2003, we admitted Raymond Polman to our Board of Directors, there have been no other additions to our board. On November 30, 2003 we formed an audit committee consisting of Laith Nosh and Simon Anderson, and we have deferred establishing a compensation committee.

We have formed and organized a new wholly-owned subsidiary “Ikona Gear Corp.” to carry on operations in our Vancouver, Canada head office, located at Suite 810-609 Granville Street, Vancouver, B.C., Canada, V7Y 1G5. IKONA is commercializing and further developing a patented gear technology that utilizes a newly-designed,

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patented tooth shape that enables performance characteristics that are substantially superior to existing commercially available planetary gearing systems.

Subsequent to the end of the quarter, on December 1, 2003, we entered into an agreement with Cazgeld Capital Corporation (the “Cazgeld Agreement”) to seek on a best efforts basis to raise $1.5 million of new capital for our company. Also on December 1, 2003 we entered into Agreement with Raymond Polman for his services as our Chief Financial Officer on a month to month basis.

The following discussion of our financial condition, changes in financial condition and results of operations for the three months ended November 30, 2003 and November 30, 2002 should be read in conjunction with our most recent IKONA audited annual financial statements, as of August 31, 2003, filed under 8-K on December 12, 2003, the unaudited interim financial statements forming part of this quarterly report, and, in each case, the notes thereto.

Cash Requirements

We presently have very little capital resources. The Company has received short term capital resources from a private placement of $157,000 completed in October 2003, and from short-term advances from our shareholders. We have low cash requirements for operations, less than $75,000 per month, however, our objective of generating revenues and positive cash flow will be delayed until management can raise sufficient capital resources for our operating plan. We have an agreement with Cazgeld Capital Corporation to attempt on a best efforts basis to raise $1.5 million of new capital prior to March 31, 2004, for our company. However, there can be no assurances that additional financing will be completed.

The Company has a working capital deficiency of $70,649 as of November 30, 2003. We have increased our efforts through the Cazgeld Agreement and through our existing shareholders to locate new funding to eliminate the working capital deficiency and fund our operating plan.

Over the twelve-month period ending November 30, 2004, we anticipate that we will need to raise between $1.5 million to $5 million of additional funds to meet our existing and projected operating requirements. Management believes any short-term funds raised would be raised through the sale of our equity securities and/or debt financing. Over the past three months the company has been financed with short-term borrowings from our existing shareholders and from a private placement that we closed in October 2003. We believe that our existing shareholders will continue to provide short-term funding until we secure the new financings we need for our projected operating requirements. There are however no arrangements or commitments between the Company and our shareholders with respect to additional funding and there can be no assurances our shareholders will provide additional funding to the Company on acceptable terms, if at all.

Revenues from operations

We have, through our agreement with Magna Advanced Technologies (“MAT”), been receiving regular monthly receipts from MAT amounting to CDN$ 15,000 ($10,500) from May 2003 to present day. The agreement with MAT requires that these payments be continued until April 30, 2004 at which time MAT has an option to enter into a royalty agreement (“Phase 2”), subject to MAT exercising its option to proceed with Phase 2, and providing us with a one-time fee of $CDN 1 million. There can however be no assurances that MAT will exercise its option to proceed with Phase 2 under our agreement with them.

Business Development and Travel Expenses

We have increased our business development expenses from zero in 2002 to $45,832 in the three months ended November 30, 2003. The increase in expenses is related to servicing the MAT relationship and with attempting to establish new relationships for diverse applications of our gearing technology. We have also incurred additional expenses over the prior year associated with branding, logo development, brochure development and associated marketing communications expenses. Travel expenses are associated with field engineer trips to MAT in Aurora, Ontario, Canada, as well as fund raising travel to Toronto, Canada. We expect these levels of expenses to continue and to increase as we continue to service our existing relationships and develop new ones.

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Corporate Finance and Professional Fees

Corporate finance fees consist of fees associated with the provision of CFO services to our company. Professional fees consist of legal and audit fees with respect to getting our company merged with Ikona International (previously Oban Mining, Inc.). We expect that these fees will increase as additional services will become necessary in raising new financings and associated public market filings.

Product Research and Development

We are currently conducting research and development through our Canadian subsidiary Ikona Gear Corp. Our activities consist of providing engineering design advice to MAT to jointly test prototypes being developed within a gearing laboratory at MAT’s premises. We are also conducting preliminary research and development activities with two other parties for an industrial gearing application in a wood plant, and in the medical devices market. These activities consist of developing prototypes and testing the prototypes with various materials, various weight and torque loads, and monitoring the performance of our prototypes over time.

Over the next twelve months we will be focusing our efforts on entering into joint development agreements and royalty payments associated with commercializing applications which will be tested in our lab and in the labs of our joint development partners. We anticipate that we will expend $520,000 on research and development over the twelve months ending November 30, 2004.

Purchase of Significant Equipment

The company has invested less than $5,000 in capital equipment over the past three months. We do not intend to make any significant equipment purchases over the twelve months ending November 30, 2004.

Employees

We currently have 3 employees and 5 consulting contractors. Currently there are no plans to retain additional contractors or hire additional employees until new capital resources are located for the Company’s operating plan. Any plans to retain additional contractors, hire additional employees, or convert existing contractors to employees during the twelve-month period ending November 30, 2004 will be dependent on future financing being raised.

Other results of operations

Coincident with closing the acquisition of IKONA in late October 2003 we received the resignation of Richard Achron as our Chief Executive Officer. Mr. Achron is remaining as a director of our company for an undetermined period of time, and his CEO and President positions have been assumed by Laith Nosh, the President & CEO of IKONA.

In November 2003 we relocated the Company’s administrative operations to a new suite in our existing office tower and we are now located at Suite 810, 609 Granville Street, in Vancouver, Canada. We also entered into a short term lease arrangement for our Port Kells, Canada R&D gear laboratory. As a result of this relocation, our operating cost for rent and associated utilities is approximately $2,600 per month ($CDN 4,510).

The Company does not consider any specific accounting policies to be critical to the economic success of the entity.

Certain risk factors

Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

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Such estimates, projections or other "forward looking statements" involve various risks and uncertainties including those outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE NOT EARNED ANY SIGNIFICANT REVENUES SINCE OUR FORMATION WHICH MAKES IT DIFFICULT TO EVALUATE WHETHER WE WILL OPERATE PROFITABLY.

We are a development stage company with no current operations. Our wholly owned subsidiary Ikona Gear Corp. is primarily involved in the development of gearing products, and commercializing and further developing a patented gear technology that utilizes a newly-designed, patented tooth shape that enables performance characteristics that are substantially superior to existing commercially available planetary gearing systems. Neither Ikona Gear Corp., Ikona Gear USA, Inc. nor the Company has an historical record of significant sales and revenues nor an established business track record.

Unanticipated problems, expenses and delays are frequently encountered in attempting to develop a new business. Our ability to successfully develop, produce and sell our products and to eventually generate operating revenues will depend on our ability to, among other things:

- obtain the necessary financing to implement our business plan;

- develop a sales and marketing function either directly or through a business combination;

- successfully develop and market our patented gearing products, applications, and services; and

- successfully defend our patents to protect our technology from breaches by other gearing development companies.

Given our limited operating history, minimal sales and operating losses, there can be no assurance that we will be able to achieve any of these goals or become profitable.

WE HAVE A HISTORY OF NET LOSSES AND HAVE NOT EARNED ANY SIGNIFICANT REVENUES SINCE INCORPORATION, RAISING SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

We incurred a loss for the year ended August 31, 2003 of $369,303 and a cumulative deficit of $730,743 to August 31, 2003. We have incurred a loss of $174,293 for the three months ended November 30, 2003. We have generated only $78,057 in revenues from our inception on August 16, 2001 to November 30, 2003. We have no assurances that revenues will increase and we anticipate increases in our operating costs will be necessary to sell our products and services. Consequently, we expect to incur operating losses and negative cash flow until our gearing products and/or joint development relationships can gain market acceptance sufficient to generate a commercially viable and sustainable level of sales, and/or additional non-recurring engineering service fees, or until other products or applications are developed and commercially released, and until sales of such products are made so that we are operating in a profitable manner. These circumstances raise substantial doubt about our ability to continue as a going concern, as described in an explanatory paragraph to our independent auditor's opinion on the August 31, 2003 financial statements, which form part of our report on Form 8-K, filed on December 12, 2003. To the extent that such expenses are not followed in a timely manner by additional capital inflows (as described below) and ultimately by increased revenues, our business, results of operations, financial condition and prospects would be materially adversely affected and our ability to continue as a going concern would be significantly in doubt.

WE ARE UNCERTAIN THAT WE WILL BE ABLE TO OBTAIN ADDITIONAL CAPITAL THAT MAY BE NECESSARY TO ESTABLISH OUR BUSINESS.

We have incurred a cumulative net loss for the period from August 16, 2001 (incorporation date of Ikona Gear USA,

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Inc.) to November 30, 2003 of $905,036. As a result of these losses and negative cash flows from operations, our ability to continue operations will be dependent upon the availability of capital from outside sources unless and until we achieve profitability. We have no arrangements or commitments for additional capital and there can be no assurance that capital will be available on acceptable terms, if at all.

Item 3 – Controls and Procedures

Based on his most recent evaluation, which was completed within 90 days of the filing of this Form 10-QSB, the Company's Chief Executive Officer and Chief Financial Officer believe the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) are effective. There were not any significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. The Company is presently unable to provide segregation of duties within the Company as a means of internal control. As a result the Company is presently relying on over-riding management reviews, and assistance from its board of directors in providing short-term review procedures until such time as additional funding is provided to hire additional executives to segregate duties within the Company.

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PART II - OTHER INFORMATION

Item 2. Changes in Securities.

On October 12, 2003, we issued 314,000 unregistered shares of common stock at $0.50 per share under Regulation S under the Securities Act of 1933, as amended (the “Securities Act”) to Mandalay Investments Inc. of 2^nd floor, North Wing, Hibiscus Square, Pond Street, Grand Turk, Turks and Caicos Islands, B.W.I., during the quarter ended November 30, 2003 for a cash amount of amount $157,000 ($155,000 after $2,000 finder’s fee) held by one investor, Mandalay Investments Inc. The transaction was completed pursuant to Regulation S as promulgated under the Securities Act of 1933. The investment from Mandalay Investments Inc is solely for investment purposes only.

Effective October 27 and 30, 2003, we issued an aggregate of 15,041,633 shares of common stock to the shareholders of Ikona Gear USA, Inc., solely in exchange for 100% of the issued and outstanding shares of common stock of Ikona USA. The transactions was undertaken without registration under the Securities Act in reliance upon the exemption contained in Regulation S thereunder. The shares were issued subject to restrictions on transfer contained in Regulation S.

On closing the acquisition of IKONA, Richard Achron, Oban’s sole director and senior officer, surrendered 14,500,000 shares of common stock to our treasury for cancellation.

Item 5. Other Information.

On November 7, 2003, the Company accepted Mr. Raymond Polman, CA, to the Board of Directors as its sixth director, joining Mssrs. Nosh, Brynelsen, Freeke, Achron, and Anderson.

Item 6. Exhibits and Reports on Form 8-K.

Reports of Form 8-K

Current report dated October 29, 2003 announcing the consummation of the Agreement and Plan of Reorganization and the acquisition of Ikona Gear International, Inc. (now Ikona Gear USA, Inc.) (“Ikona USA”)

Current report dated October 31, 2003 announcing the completion of 100% of the share exchange and closing of the acquisition of Ikona USA.

Current report dated November 3, 2003 announcing the change in control of Ikona Gear International, Inc. and a description of the new management and control persons effective October 27, 2003.

Current report dated November 10, 2003 announcing the change in independent public auditors effective November 5, 2003.

Current report dated December 5, 2003 announcing other events On December 1, 2003, effecting a name change from Oban Mining, Inc. for the corporation to Ikona Gear International, Inc. and the assignment of a new ticker symbol by the NASD. The Company's common stock now trading on the OTC Electronic Bulletin Board under the symbol "IKGI."

Amendment 1 to Current report dated October 29 – dated December 12, 2003 Reporting financial statements and pro forma financial information and exhibits regarding the acquisition of IKONA.

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Exhibits Required by Item 601 of Regulation S-B

(3)	Articles of Incorporation and By-laws
3.1	Articles of Incorporation for Ikona Gear Corp.
(10)	Material Contracts
10.1	Magna Advanced Technologies Letter Agreement dated April 8, 2003
10.2	Consulting Agreement, dated November 1, 2002 between Ikona Gear International, Inc. and Laith Nosh for President & CEO services.
10.3	Consulting Agreement, dated March 1, 2003, between Ikona Gear International, Inc. and 110980 Investments Ltd. for the Executive Vice President services of Mr. Dal Brynelsen.
10.4	Consulting Agreement, dated December 1, 2003, between Ikona Gear International, Inc. and Raymond L. Polman, CA for Chief Financial Officer services.
10.5	Securities Purchase Agreement dated October 9, 2003 between Ikona Gear International, Inc. and Mandalay Investments Ltd.
10.6	Cazgeld Consulting Agreement dated December 1, 2003.
(21)	Subsidiaries
21.1	Ikona Gear Corp.
21.2	Ikona Gear USA, Inc.
(31)	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.1	Chief Executive Officer
31.2	Chief Financial Officer
(32)	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1	Chief Executive Officer and Chief Financial Officer

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

IKONA GEAR INTERNATIONAL, INC.
By:	/s/ Laith Nosh	By:	/s/ Raymond L. Polman
	Laith Nosh, President & CEO		Raymond L. Polman, CA
	(Principal Executive Officer)		(Principal Financial and Accounting Officer)
	Date:   January 20, 2004		Date:   January 20, 2004

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EX-3.1

Exhibit 3.1

ARTICLES

OF

IKONA GEAR CORP.

TABLE OF CONTENTS

PART	ARTICLE	SUBJECT
1	INTERPRETATION
	1.1	Definitions
	1.2	Construction of Words
	1.3	Interpretation of Singular and Plural and Male and Female
	1.4	Definitions same as Company Act
	1.5	Interpretation Act Rules of Construction apply
2	SHARES
	2.1	Form of Share Certificate
	2.2	Member entitled to Certificate
	2.3	Replacement of Lost or Defaced Certificate
	2.4	Execution of Certificates
	2.5	Recognition of Trusts
3	ISSUE OF SHARES
	3.1	Directors Authorized
	3.2	Conditions of Allotment
	3.3	Commissions and Brokerage
	3.4	Conditions of Issue
	3.5	Share Purchase Warrants
4	SHARE REGISTERS
	4.1	Registers of Members, Transfers and Allotments
	4.2	Branch Registers of Members
	4.3	Closing of Register of Members
5	TRANSFER AND TRANSMISSION OF SHARES
	5.1	Restriction on Transfer of Shares
	5.2	Transfer of Shares
	5.3	Execution of Instrument of Transfer
	5.4	Enquiry as to Title not Required
	5.5	Submission of Instruments of Transfer
	5.6	Transfer Fee
	5.7	Transfer Agent
	5.8	Personal Representative Recognized on Death
	5.9	Death or Bankruptcy
	5.10	Persons in Representative Capacity
6	ALTERATION OF CAPITAL
	6.1	Increase of Authorized Capital
7	PURCHASE AND REDEMPTION OF SHARES
	7.1	Company Authorized to Purchase or Redeem its Shares
	7.2	Selection of Shares to be Redeemed
8	BORROWING POWERS
	8.1	Powers of Directors
	8.2	Special Rights Attached to and Negotiability of Debt Obligations
	8.3	Register of Debentureholders
	8.4	Execution of Debt Obligations
	8.5	Register of Indebtedness
9	GENERAL MEETINGS
	9.1	Classification of General Meetings
	9.2	Calling of Meetings
	9.3	Notice of General Meeting
	9.4	Waiver or Reduction of Notice
	9.5	Notice of Special Business at General Meeting

10	PROCEEDINGS AT GENERAL MEETINGS
	10.1	Special Business
	10.2	Requirement of Quorum
	10.3	Proxy Solicitation Where Company is Non-Reporting
	10.4	Quorum
	10.5	Lack of Quorum
	10.6	Chairman
	10.7	Alternate Chairman
	10.8	Solicitor as Chairman
	10.9	Adjournments
	10.10	Resolutions Need Not Be Seconded
	10.11	Decisions by Show of Hands or Poll
	10.12	Casting Vote
	10.13	Manner of Taking Poll
	10.14	Casting of Votes
	10.15	Ordinary Resolution Sufficient
11	VOTES OF MEMBERS
	11.1	Class Meetings of Members
	11.2	Number of Votes Per Share or Member
	11.3	Votes of Persons in Representative Capacity
	11.4	Votes by Joint Holders
	11.5	Votes by Committee for a Member
	11.6	Appointment of Proxyholders
	11.7	Execution of Form of Proxy
	11.8	Deposit of Proxy
	11.9	Validity of Proxy Vote
	11.10	Revocation of Proxy
12	DIRECTORS
	12.1	Number of Directors
	12.2	Remuneration and Expenses of Directors
	12.3	Qualification of Directors
13	ELECTION OF DIRECTORS
	13.1	Election at Annual General Meetings
	13.2	Eligibility of Retiring Director
	13.3	Continuance of Directors
	13.4	Fixing the Number of Directors
	13.5	Filling a Casual Vacancy
	13.6	Additional Directors
	13.7	Alternate Directors
	13.8	Removal of Director
14	POWERS AND DUTIES OF DIRECTORS
	14.1	Management of Affairs and Business
	14.2	Appointment of Attorney
15	DISCLOSURE OF INTEREST OF DIRECTORS
	15.1	Disclosure of Conflicting Interest
	15.2	Voting and Quorum re: Proposed Contract
	15.3	Director may Hold Office or Place of Profit with Company
	15.4	Director Acting in Professional Capacity
	15.5	Director Receiving Remuneration from Other Interests
16	PROCEEDINGS OF DIRECTORS
	16.1	Chairman and Alternate
	16.2	Meetings - Procedure
	16.3	Meetings by Conference Telephone
	16.4	Notice of Meetings
	16.5	Waiver of Notice of Meetings
	16.6	Waiver of Notice of Meetings by Absent Director
	16.7	Quorum
	16.8	Continuing Directors may Act During Vacancy
	16.9	Validity of Acts of Directors
	16.10	Resolution in Writing Effective
17	EXECUTIVE AND OTHER COMMITTEES
	17.1	Appointment of Executive Committee
	17.2	Appointment of Committees
	17.3	Procedure at Meetings
18	OFFICERS

	18.1	President and Secretary Required
	18.2	Persons Holding More Than One Office and Remuneration
	18.3	Disclosure of Conflicting Interest
19	INDEMNITY AND PROTECTION OF DIRECTORS,
	OFFICERS AND EMPLOYEES AND CERTAIN AGENTS
	19.1	Party to Legal Proceedings
	19.2	Officers-Employees-Agents
	19.3	Extent of Indemnification
	19.4	Persons Undertaking Liabilities
	19.5	Indemnity not Invalidated
	19.6	Limitation of Liability
	19.7	Directors May Rely
	19.8	Company May Purchase Insurance
20	DIVIDENDS AND RESERVES
	20.1	Declaration of Dividends
	20.2	Declared Dividend Date
	20.3	Proportionate to Number of Shares Held
	20.4	Reserves
	20.5	Receipts from Joint Holders
	20.6	No Interest on Dividends
	20.7	Payment of Dividends
	20.8	Capitalization of Undistributed Surplus
	20.9	Registration Prior to Transfer
21	DOCUMENTS, RECORDS AND REPORTS
	21.1	Accounts to be Kept
	21.2	Inspection of Accounts
22	NOTICES
	22.1	Method of Giving Notice
	22.2	Notice to Joint Holder
	22.3	Notice to Personal Representative
	22.4	Persons to Receive Notice
23	SEAL
	23.1	Affixation of Seal to Documents
	23.2	Reproduction of Seal
	23.3	Official Seal for Other Jurisdictions
24	MECHANICAL REPRODUCTION OF SIGNATURES
	24.1	Instruments may be Mechanically Signed
	24.2	Definition of Instruments

PROVINCE OF BRITISH COLUMBIA

COMPANY ACT

ARTICLES OF:

IKONA GEAR CORP.

PART 1 - INTERPRETATION

1.1 In these Articles, unless there is something in the subject or context inconsistent therewith: (a)               "Board" and "the Directors" or "the directors" mean the Directors, sole Director or alternate Director of the Company for the time being. (b)               "Company Act" means the Company Act of the Province of British Columbia as from time to time enacted and all amendments thereto and statutory modifications thereof and includes the regulations made pursuant thereto. (c)               "member" means those persons defined as such in the Company Act and includes any person who owns shares in the capital of the Company and whose name is entered in the register of members or a branch register of members. (d)               "month" means calendar month. (e)               "personal representative" shall include executors, administrators, trustees in bankruptcy and duly constituted committees. (f)               "registered owner" or "registered holder" when used with respect to a share in the authorized capital of the Company means the person registered in the register of members in respect of such share. (g)               "seal" means the common seal of the Company if the Company has one. (h)               "solicitor of the company" means any partner, associate or articled student of the law firm retained by the Company in respect of the matter in connection with which the term is used.

1.2                                             Expressions in these Articles referring to writing shall be construed as including references to printing, lithography, typewriting, photography and other modes of representing or reproducing words in a visible form.

1.3                                             Words in these Articles importing the singular include the plural and vice versa; and words importing male persons include female persons and words importing persons shall include corporations.

1.4                                             The meaning of any words or phrases defined in the Company Act shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

1.5                                             The Rules of Construction contained in the Interpretation Act shall apply, mutatis mutandis, to the interpretation of these Articles.

PART 2 - SHARES AND SHARE CERTIFICATES

2.1                                             Every share certificate issued by the Company shall be in such form as the directors approve and shall comply with the Company Act.

2.2                                             In respect of a share or shares held jointly by several persons, the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to the first named of several joint registered holders or to his duly authorized agent shall be sufficient delivery to all. The Company shall not be bound to issue certificates representing redeemable shares, if such shares are to be redeemed within one month of the date on which they were allotted. Any share certificate may be sent through the mail by registered prepaid mail to the member entitled thereto, and neither the Company nor any transfer agent shall be liable for any loss occasioned to the

609 Granville • Suite 880 • PO Box 10321 Pacific Centre • Vancouver, BC • V7Y 1G5 • p. 604.685.5510 • f. 604.685.6940

member owing to any such share certificate so sent being lost in the mail or stolen.

2.3 If a share certificate (a)               is worn out or defaced, the Directors shall, upon production to them of the said certificate and upon such terms, if any, as they may think fit, order the said certificate to be cancelled and shall issue a new certificate in lieu thereof; (b)               is lost, stolen or destroyed, then, upon proof thereof to the satisfaction of the Directors and upon such indemnity, if any, as the Directors deem adequate being given, a new share certificate in lieu thereof shall be issued to the person entitled to such lost, stolen or destroyed certificate; or (c)               represents more than one share and the registered owner thereof surrenders it to the Company with a written request that the Company issue in his name two or more certificates each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered and, upon payment of an amount determined from time to time by the Directors, the Company shall cancel the certificate so surrendered and issue in lieu thereof certificate in accordance with such request.

2.4                                             A share certificate which contains printed or otherwise mechanically reproduced signatures, as may be permitted by the Company Act, is as valid as if signed manually, notwithstanding that any person whose signature is so printed or mechanically reproduced shall have ceased to hold the office that he is stated on such certificate to hold at the date of the issue of such certificate.

2.5                                             Except as required by law, statute or these Articles, no person shall be recognized by the Company as holding any share upon any trust, and the Company shall not be bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or in any fractional part of a share or (except only as by law, statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in its registered holder.

PART 3 - ISSUE OF SHARES

3.1                                             Subject to Article 3.2 and to any direction to the contrary, save where the Directors determine not to proceed with said resolution, contained in a resolution passed at a general meeting authorizing any increase or alteration of capital, the shares shall be under the control of the Directors who may, subject to the rights of the registered holders of the shares of the Company for the time being issued, issue, allot, sell or otherwise dispose of, and/or grant options on or otherwise deal in shares authorized but not outstanding, at such times, to such persons (including Directors), in such manner, upon such terms and conditions, and at such prices or for such consideration, as they, in their absolute discretion, may determine.

3.2                                              If the Company is, or becomes, a company which is not a reporting company and the Directors are required by the Company Act before allotting any shares to offer them pro rata to the members, the Directors shall, before allotting any shares, comply with the applicable provisions of the Company Act.

3.3                                             Subject to the provisions of the Company Act, the Company, or the Directors on behalf of the Company, may pay a commission or allow a discount to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares, debentures, share rights, warrants or debenture stock ("securities") in the Company, or procuring or agreeing to procure subscriptions, whether absolutely or conditionally, for any such securities. If the Company is not a specially limited company, the rate of the commission and discount shall not in the aggregate exceed 25 per centum of the amount of the subscription price of such securities. The Company may also pay such brokerage fees as may be lawful.

3.4                                             No share may be issued until it is fully paid and the Company shall have received the full consideration therefor in cash, property or past services actually performed for the Company. A document evidencing indebtedness of the person to whom the shares are allotted is not property for the purpose of this Article. The value of the property or services for the purposes of this Article shall be the value determined by the Directors by resolution to be, in all circumstances of the transaction, the fair market value thereof.

3.5                                             The Company may, subject to the Company Act, issue share purchase warrants upon such terms and conditions as the Directors shall determine, which share purchase warrants may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other security issued or created by the Company from time to time.

PART 4 - SHARE REGISTERS

4.1                                             The Company shall keep or cause to be kept a register of members, a register of transfers and a register of allotments within British Columbia, all as required by the Company Act, and may combine one or more of such registers. If the Company's capital shall consist of more than one class of shares, a separate register of members, register of transfers and register of allotment may be kept in respect of each class of shares. The Directors on behalf of the Company may appoint a trust company to keep the register of members, register of transfers and the register of allotments or, if there is more that one class of shares, the Directors may appoint a trust company, which need not be the same trust company, to keep the register of members, the register of transfers and the register of allotments for each class of shares. The Directors on behalf of the Company may also appoint one or more trust companies, including the trust company which keeps the said registers of its shares or of a class thereof, as transfer agent for its shares or such class thereof, as the case may be, and the same or another trust company or companies as registrar for its shares or such class thereof, as the case may be. The Directors may terminate the appointment of any such trust company at any time and may appoint another trust company in its place.

4.2                                              Unless prohibited by the Company Act, the Company may keep or cause to be kept one or more branch registers of members at such place or places as the Directors may from time to time determine.

4.3                                             The Company may, subject to the provisions of the Company Act, at any time close its register of members upon resolution of the Directors.

PART 5 - TRANSFER AND TRANSMISSION OF SHARES

5.1                                             If the Company is, or becomes a company which is not a reporting company, or a reporting company which does not have any of its securities listed for trading on any stock exchange wheresoever situate, or a reporting company which has not with respect to any of its securities filed a prospectus with the Superintendent of Brokers or any similar securities regulatory body and obtained a receipt therefor, then no shares shall be transferred without the previous consent of the Directors expressed by a resolution of the Board and the Directors shall not be required to give any reason for refusing to consent to any such proposed transfer. The consent of the Board required by this Article may be in respect of a specific proposed trade or trades or trading generally, whether or not over a specified period of time, or by specific persons or with such other restrictions or requirements as the Directors may determine.

5.2                                             Subject to the provisions of the Memorandum and of these Articles that may be applicable, any member may transfer any of his shares by instrument in writing executed by or on behalf of such member and delivered to the Company or its transfer agent. The instrument of transfer of any share of the Company shall be in the form, if any, on the back of the Company's share certificates or in such other form as the Directors may from time to time approve. Except to the extent that the Company Act may otherwise provide, the transferor shall be deemed to remain the holder of the shares until the name of the transferee is entered in the register of members or a branch register of members thereof.

5.3                                             The signature of the registered holder of any shares, or of his duly authorized attorney, upon an authorized instrument of transfer shall constitute a complete and sufficient authority to the Company, its directors, officers and agents to register, in the name of the transferee as named in the instrument of transfer, the number of shares specified therein or, if no number is specified, all the shares of the registered holder represented by share certificates deposited with the instrument of transfer. If no transferee is named in the instrument of transfer, the instrument of transfer shall constitute a complete and sufficient authority to the Company, its directors, officers and agents to register, in the name of the person in whose behalf any certificate for the shares to be transferred is deposited with the Company for the purpose of having the transfer registered, the number of shares specified in the instrument of transfer or, if no number is specified, all the shares represented by all share certificates deposited with the instrument of transfer.

5.4                                             Neither the Company nor any Director, officer or agent thereof shall be bound to inquire into the title of the person named in the form of transfer as transferee, or, if no person is named therein as transferee, of the person on whose behalf the certificate is deposited with the Company for the purpose of having the transfer registered or be liable to any claim by such registered holder or by any intermediate holder of the certificate or of any of the shares represented thereby or any interest therein for registering the transfer, and the transfer, when registered, shall confer upon the person in whose name the shares have been registered a valid title to such shares.

5.5                                             Every instrument of transfer shall be executed by the transferor or his duly authorized attorney and left at the registered office of the Company or at the office of its transfer agent or registrar for registration together with the share certificate for the shares to be transferred and such other evidence, if any, as the Directors or the transfer agent or registrar may require to prove the title of the transferor or his duly authorized attorney or his right to transfer the shares, and the right of the transferee to have the transfer registered. All instruments of transfer where the transfer is registered shall be retained by the Company or its transfer agent or registrar and any instrument of transfer, where the transfer is not registered, shall be returned to the person depositing the same together with the share certificate which accompanied the same when tendered for registration.

5.6                                             There shall be paid to the Company in respect of the registration of any transfer such sum, if any, as the Directors may from time to time determine.

5.7                                             The Company may appoint one or more trust companies or agents as its transfer agent or registrar for the purpose of issuing, countersigning, registering, transferring and certifying the shares and share certificates of the Company and the Company may

cause to be kept one or more branch registers of members at such places within or without British Columbia. The directors may from time to time by resolutions, regulations or otherwise make such provisions as they think fit respecting the keeping of such registers or branch registers.

5.8                                             In the case of the death of a member, the survivor or survivors where the deceased was a joint registered holder, and the legal personal representative of the deceased where he was the sole holder, shall be the only persons recognized by the Company as having any title to his interest in the shares. Before recognizing any legal personal representative the Directors may require him to obtain a grant of probate or letters of administration in British Columbia.

5.9                                             Upon the death or bankruptcy of a member, his personal representative or trustee in bankruptcy, although not a member, shall have the same rights, privileges and obligations that attach to the shares formerly held by the deceased or bankrupt member if the documents required by the Company Act shall have been deposited at the Company's registered office. This Article does not apply on the death of a member with respect to shares registered in his name and the name of another person in joint tenancy.

5.10                                           Any person becoming entitled to a share in consequence of the death or bankruptcy of a member shall, upon such documents and evidence being produced to the Company as the Company Act requires, or who becomes entitled to share as a result of an order of a court of competent jurisdiction or a statute has the right either to be registered as a member in his representative capacity in respect of such share, or, if he is a personal representative, instead of being registered himself, to make such transfer of the share as the deceased or bankrupt person could have made; but the Directors shall, as regards a transfer by a personal representative or trustee in bankruptcy, have the same right, if any, to decline or suspend registration of a transferee as they would have in the case of a transfer of a share by the deceased or bankrupt person before the death or bankruptcy.

PART 6 - ALTERATION OF CAPITAL

6.1                                             The Company may by ordinary resolution filed with the Registrar amend its Memorandum to increase the authorized capital of the Company by:

(a)               creating shares with par value or shares without par value, or both;

(b)               increasing the number of shares with par value or shares without par value, or both; or

(c)               increasing the par value of a class of shares with par value, if no shares of that class are issued.

All new shares shall be subject to the same provisions with reference to transfers, transmissions and otherwise as the existing shares of the Company.

PART 7 - PURCHASE AND REDEMPTION OF SHARES

7.1                                             Subject to the special rights and restrictions attached to any class of shares, the Company may, by a resolution of the Directors and in compliance with the Company Act, purchase any of its shares at the price and upon the terms specified in such resolution or redeem any class of its shares in accordance with the special rights and restrictions attaching thereto. No such purchase or redemption shall be made if the Company is insolvent at the time of the proposed purchase or redemption would render the Company insolvent. Unless the shares are to be purchased through a stock exchange or from a bona fide employee or bona fide former employee of the Company, or his personal representative in respect of shares beneficially owned by such employee or former employee, or the Company is purchasing the shares from dissenting members pursuant to the requirements of the Company Act, the Company shall make its offer to purchase pro rata to every member who holds shares of the class, series, or kind, to be purchased.

7.2                                             If the Company proposes as its option to redeem some but not all of the shares of any class, the Directors may, subject to the Special rights and restrictions attached to such class of shares, decide the manner in which the shares to be redeemed shall be selected.

PART 8 - BORROWING POWERS

8.1                                             The Directors may from time to time authorize the Company to

(a)               borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit,

(b)               issue bonds, debentures, and other debt obligations either outright or as security for any liability or obligation of the Company or any other person, and

(c)               mortgage, charge, whether by way of specific or floating charge, or give other security on the undertaking, or on the whole or any part of the property and assets, of the Company (both present and future).

8.2                                             Any bonds, debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, and with any special privileges as to redemption, surrender, drawings, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the Company, appointment of Directors or otherwise and may by their terms be assignable free from any equities between the Company and the person to whom they were issued or any subsequent holder thereof, all as the Directors may determine.

8.3                                             The Company shall keep or cause to be kept within the Province of British Columbia in accordance with the Company Act a register of its debentures and a register of debentureholders, which registers may be combined, and, subject to the provisions of the Company Act, may keep or cause to be kept one or more branch registers of its debentureholders at such place or places as the Director may from time to time determine and the Directors may by resolution, regulation or otherwise make such provisions as they think fit respecting the keeping of such branch registers.

8.4                                             A bond, debenture or other debt obligation which contains printed or otherwise mechanically reproduced signatures, as may be permitted by the Company Act, is as valid as if signed manually notwithstanding that any person whose signature is so printed or mechanically reproduced shall have ceased to hold the office that he is stated on such bond, debenture or other debt obligation to hold at the date of the issue thereof.

8.5                                             Where the Company is a reporting Company it shall keep or cause to be kept a register of its indebtedness to every Director or officer of the Company or an associate of any of them in accordance with the provisions of the Company Act.

PART 9 - GENERAL MEETINGS

9.1                                             All general meetings other than annual general meetings are herein referred to as and may be called extraordinary general meetings.

9.2                                             The Directors may, whenever they think fit, convene an extraordinary general meeting. An extraordinary general meeting if requisitioned in accordance with the Company Act, shall be convened by the Directors or, if not convened by the Directors, may be convened by the requisitionists as provided in the Company Act.

9.3                                             A notice convening a general meeting specifying the place, the day, and the hour of the meeting, and, in case of special business, the general nature of that business, shall be given as provided in the Company Act and in the manner hereinafter in these Articles mentioned, or in such other manner (if any) as may be prescribed by ordinary resolution, whether previous notice thereof has been given or not, to such persons as are entitled by law or under these Articles to receive such notice from the Company. Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting, by any member shall not invalidate the proceedings at that meeting.

9.4                                             All the members of the Company entitled to attend and vote at a general meeting may, by unanimous consent in writing given before, during or after the meeting, or if they are present at the meeting by a unanimous vote, waive or reduce the period of notice of such meeting and an entry in the minute book of such waiver or reduction shall be sufficient evidence of the due convening of the meeting.

9.5                                             Except as otherwise provided by the Company Act, where any special business at a general meeting includes considering, approving, ratifying, adopting or authorizing any document or the execution thereof or the giving of effect thereto, the notice convening the meeting shall, with respect to such document, be sufficient if it states that a copy of the document or proposed document is or will be available for inspection by members at the registered office or records office of the Company or at some other place in British Columbia designated in the notice during usual business hours up to the date of such general meeting.

PART 10 - PROCEEDINGS AT GENERAL MEETINGS

10.1                                           All business shall be deemed special business which is transacted at:

(a)               an extraordinary general meeting other than the conduct of and voting at, such meeting; and

(b)               an annual general meeting, with the exception of the conduct of, and voting at, such meeting, the consideration of the financial statement and of the respective reports of the Directors and Auditor, fixing or changing the number of directors, approval of a motion to elect two or more directors by a single resolution, the election of Directors, the appointment of the Auditor, the fixing of the remuneration of the Auditor and such other business as by these Articles of the Company Act may be transacted at a general meeting without prior notice thereof being given to the members or any business which is brought under consideration by the report of the Directors.

10.2                                           No business other than the adjournment of the meeting, shall be transacted at any general meeting unless a quorum of members, entitled to attend and vote, is present at the commencement of the meeting, but the quorum need not be present throughout the meeting.

10.3                                           Where the Company is a non-reporting Company, the Company's Directors may solicit proxies to be voted at general meetings of the members.

10.4                                           Save as herein otherwise provided, a quorum shall be one member present in person or by proxy. The Directors, the Secretary or, in his absence, an Assistant Secretary, and the solicitor of the Company shall be entitled to attend at any general meeting but no such person shall be counted in the quorum or be entitled to vote at any general meeting unless he shall be a member or proxyholder entitled to vote thereat.

10.5                                            If within half an hour from the time appointed for a general meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place.

10.6                                           The Chairman of the Board, if any, or in his absence the President of the Company or in his absence a Vice-President of the Company, if any, shall be entitled to preside as chairman at every general meeting of the Company.

10.7                                           If at any general meeting neither the Chairman of the Board nor President nor a Vice-President is present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman, the Directors present shall choose some one of their number or the solicitor of the Company to be chairman or if all the Directors present or the solicitor of the Company decline to take the chair or shall fail to so choose or if no director be present, the members present shall choose some other person in attendance, who need not be a member, to be chairman.

10.8                                           Notwithstanding Articles 10.6 and 10.7, with the consent of the meeting, which consent may be expressed by the failure of any person present and entitled to vote to object, the solicitor of the Company may act as chairman of the meeting.

10.9                                           The chairman may and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, twenty-one days notice of the adjourned meeting shall be given. Save as aforesaid, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting.

10.10                                         No motion proposed at a general meeting need be seconded and the chairman may propose or second the motion.

10.11                                         Subject to the provisions of the Company Act, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is directed by the chairman or demanded by at least one member entitled to vote who is present in person or by proxy. The chairman shall declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, and such decision shall be entered in the book of proceedings of the Company. A declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or lost or not carried by a particular majority and an entry to that effect in the book of the proceedings of the Company shall be conclusive evidence of the fact, without proof of the number of proportion of the votes recorded in favour of, or against, that resolution.

10.12                                         In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a casting vote in addition to the vote or votes to which he may be entitled as a member or proxyholder and this provision shall apply notwithstanding the Chairman is interested in the subject matter of the resolution.

10.13                                         No poll may be demanded on the election of a chairman. A poll demanded on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken as soon as, in the opinion of the chairman, is reasonably convenient, but in no event later than seven days after the meeting and at such time and place and in such manner as the chairman of the meeting directs. The result of the poll shall be deemed to be the resolution of and passed at the meeting upon which the poll was demanded. Any business other than that upon which the poll has been demanded may be proceeded with pending the taking of the poll. A demand for a poll may be withdrawn. In any dispute as to the admission or rejection of a vote the decision of the chairman made in good faith shall be final and conclusive.

10.14                                         On a poll a person entitled to cast more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.

10.15                                         Unless the Company Act, the Memorandum or these Articles otherwise provide, any action to be taken by a resolution of the members may be taken by an ordinary resolution.

PART 11 - VOTES OF MEMBERS

11.1                                           Unless these Articles otherwise provide, the provisions of these Articles relating to general meetings shall apply, with the necessary changes and so far as they are applicable, to a class or series meeting of members holding a particular class or series of shares but the quorum at a class or series meeting shall be one person holding or representing by proxy one third of the shares affected.

11.2                                           Subject to any special voting rights or restrictions attached to any class or series of shares and the restrictions on joint registered holders of shares, on a show of hands every member who is present in person and entitled to vote thereat shall have one vote and on a poll every member shall have one vote for each share of which he is the registered holder and may exercise such vote either in person or by proxy.

11.3                                           Any person who is not registered as a member but is entitled to vote at any general meeting in respect of a share, may vote the share in the same manner as if he were a member; but, unless the Directors have previously admitted his right to vote at that meeting in respect of the share, he shall satisfy the Directors of his right to vote the share before the time for holding the meeting, or adjourned meeting as the case may be, at which he proposes to vote.

11.4                                           Where there are joint members registered in respect of any share, any one of the joint members may vote at any meeting in person or by proxy in respect of the share as if he were solely entitled to it. If more than one of the joint members is present at any meeting in person or by proxy the joint member so present whose name stands first on the register of members in respect of the share shall alone be entitled to vote in respect of that share. For the purpose of this Article, several executors or administrators of a deceased member in whose sole name any share stands shall be deemed joint members.

11.5                                           A member of unsound mind otherwise entitled to attend and vote, in respect of whom an order has been made by any court having jurisdiction, may vote, whether on a show of hands or on a poll, by his committee, or other person in the nature of a committee appointed by that court, and any such committee, or other person may appoint a proxyholder.

11.6                                           A member holding more than one share in respect which he is entitled to vote shall be entitled to appoint one or more (but not more than five) proxyholders to attend, act and vote for him on the same occasion. If such member should appoint more than one proxyholder for the same occasion he shall specify the number of shares each proxyholder shall be entitled to vote. A member may also appoint one or more alternate proxyholders to act in the place and stead of an absent proxyholder.

11.7                                           A form of proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing, or, if the appointer is a corporation, either under the seal of the corporation or under the hand of a duly authorized officer or attorney. A proxyholder need not be a member of the Company.

11.8                                           A form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof shall be deposited at the registered office of the Company or at such other place as is specified for that purpose in the notice convening the meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the meeting or such other time and place as is specified in the notice calling the meeting. In addition to any other method of depositing proxies provided for in these Articles and subject to the Company Act, the Directors may from time to time by resolution make regulations relating to the depositing of proxies at any place or places and fixing the time or times for depositing the proxies preceding the meeting or adjourned meeting specified in the notice calling a meeting of members and providing for particulars of such proxies to be sent to the Company or any agent of the Company in writing or by letter, telegram, telex or any method of transmitting legibly recorded messages so as to arrive before the commencement of the meeting or adjourned meeting at the office of the Company or of any agent of the Company appointed for the purpose of receiving such particulars and providing that proxies so deposited as required by this Part and votes given in accordance with such regulations shall be valid and shall be counted.

11.9                                           A vote given in accordance with the terms of a proxy is valid notwithstanding the previous death or incapacity of the member giving the proxy or the revocation of the proxy or of the authority under which the form of proxy was executed or the transfer of the share in respect of which the proxy is given, provided that no notification in writing of such death, incapacity, revocation or transfer shall have been received at the registered office of the Company or by the chairman of the meeting or adjourned meeting for which the proxy was given before the vote is taken.

11.10                                         Every proxy may be revoked by an instrument in writing

(a)               executed by the member giving the same or by his attorney authorized in writing or, where the member is a corporation, by a duly authorized officer or attorney of the corporation; and

(b)               delivered either at the registered office of the Company at any time up to and including the last business day preceding the day of the meeting, or any adjournment thereof at which the proxy is to be used, or to the chairman of the meeting on the day of the meeting or any adjournment thereof before any vote in respect of which the proxy is to be used shall have been taken;

or in any other manner provided by law.

PART 12 - DIRECTORS

12.1                                           The subscribers to the Memorandum of the Company are the first Directors. The Directors to succeed the first Directors may be appointed in writing by a majority of the subscribers to the Memorandum or at a meeting of the subscribers, or if not so appointed, they shall be elected by the members entitled to vote on the election of Directors. The number of Directors, excluding additional Directors, may be fixed or changed from time to time by ordinary resolution, whether previous notice thereof has been given or not, but notwithstanding anything contained in these Articles the number of Directors shall never be less than one or, if the Company is or becomes a reporting company, less than three.

12.2                                            The remuneration of the Directors shall be as determined from time to time by the Directors or, if the Directors shall so decide, by the members. Such remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such who is also a Director. The Directors shall be repaid such reasonable travelling, hotel and other expenses as they incur in and about the business of the Company and if any Director shall perform any professional or other services for the Company that in the opinion of the Directors are outside the ordinary duties of a Director or shall otherwise be specially occupied in or about the Company's business, he may be paid a remuneration to be fixed by the Board or at the option of such Director, by the Company in general meeting, and such remuneration may be either in addition to, or in substitution for any other remuneration that he may be entitled to receive. The Directors, on behalf of the Company, unless otherwise determined by ordinary resolution, may pay a gratuity or pension or allowance on retirement to any Director who has held any salaried office or place of profit with the Company or to his spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

12.3                                           A Director shall not be required to hold a share in the capital of the Company as qualification for his office.

PART 13 - ELECTION AND REMOVAL OF DIRECTORS

13.1                                           At each annual general meeting of the Company all the Directors shall retire and the members shall elect a Board of Directors.

13.2                                           A retiring Director shall be eligible for re-election.

13.3                                           Where the Company fails to hold an annual general meeting in accordance with the Company Act, the Directors then in office shall be deemed to have been elected or appointed as Directors on the last day on which the annual general meeting could have been held pursuant to these Articles and they may hold office until other Directors are appointed or elected or until the day on which the next annual general meeting is held.

13.4                                           Where the number of Directors of the Company has been fixed by ordinary resolution, the Board elected at any annual general meeting shall, if the number of nominees is sufficient, consist of that number. If the Board elected consists of fewer directors than the number so fixed, the vacancies remaining on the Board shall be deemed to be casual vacancies.

13.5                                           Any casual vacancy occurring in the Board of Directors may be filled by the remaining Directors or Director.

13.6                                           Between successive annual general meetings the Directors shall have power to appoint one or more additional Directors but not more than one-third of the number of Directors fixed pursuant to these Articles and in effect at the last general meeting at which Directors were elected. Any Director so appointed shall hold office only until the next following annual general meeting of the Company, but shall be eligible for election at such meeting and so long as he is an additional Director the number of Directors shall be increased accordingly.

13.7                                           Any Director may by instrument in writing delivered to the Company appoint any person to be his alternate to act in his place at meetings of the Directors at which he is not present unless the Directors shall have reasonably disapproved the appointment of such person as an alternate Director and shall have given notice to that effect to the Director appointing the alternate Director within a reasonable time after delivery of such instrument to the Company. Every such alternate shall be entitled to notice of meetings of the Directors and to attend and vote as a Director at a meeting at which the person appointed him is not personally present, and, if he is a Director, to have a separate vote on behalf of the Director he is representing in addition to his own vote. A Director may at any time by instrument, telegram, telex or any method of transmitting legibly recorded messages delivered to the Company revoke the appointment of an alternate appointed by him. The remuneration payable to such an alternate shall be payable out of the remuneration of the Director appointing him.

13.8                                           In addition to the applicable provisions of the Company Act, a Director ceases to hold office when he is convicted of an indictable offence and the other Directors have unanimously resolved to remove him.

PART 14 - POWERS AND DUTIES OF DIRECTORS

14.1                                            The Directors shall manage, or supervise the management of, the affairs and business of the Company and shall have the authority to exercise all such powers of the Company as are not, by the Company Act or by the Memorandum or these Articles, required to be exercised by the Company in general meetings.

14.2                                           The Directors may from time to time by power of attorney or other instrument under the seal, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles and excepting the powers of the Directors relating to the constitution of the Board and of any of its committees and the appointment or removal of officers and the power to declare dividends) and for such period, with such remuneration and subject to such conditions as the Directors may think fit, and any such appointment may be made in favour of any of the Directors or any of the members of the Company or in favour of any corporation, or of any of the members, directors, nominees or managers of any corporation, firm or joint venture and any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the Directors think fit. Any such attorney may be authorized by the Directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him.

PART 15 - DISCLOSURE OF INTEREST OF DIRECTORS

15.1                                           A Director who is, in any way, directly or indirectly interested in a proposed contract or transaction with the Company or who holds any office or possesses any property whereby, directly or indirectly, a duty or interest might be created in conflict with his duty or interest as a Director shall declare the nature and extent of his interest or of the conflict, as the case may be, in accordance with the provisions of the Company Act.

15.2                                           A Director shall not vote in respect of any proposed contract or transaction with the Company in which he is interested but he shall be counted in the quorum present at the meeting of the directors at which the proposed contract or transaction is approved.

15.3                                           A Director may hold any office or place of profit with the Company (other than the office of auditor of the Company) in conjunction with his office of Director for such period and on such terms (as to remuneration or otherwise) as the Directors may determine and no Director or intended Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, and, subject to compliance with the provisions of the Company Act, no contract or transaction entered into by or on behalf of the Company in which a Director is in any way interested shall be liable to be voided by reason thereof.

15.4                                           Subject to compliance with the provisions of the Company Act, a Director or his firm may act in a professional capacity for the Company (except as auditor of the Company) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.

15.5                                           A Director may be or become a director or other officer or employee of, or otherwise interested in, any corporation or firm in which the Company may be interested as a shareholder or otherwise, and, subject to compliance with the provisions of the Company Act, such Director shall not be accountable to the Company for any remuneration or other benefits received by him as director, officer or employee of, or from his interest in, such other corporation or firm.

PART 16 - PROCEEDINGS OF DIRECTORS

16.1                                            The Chairman of the Board, if any, or in his absence, the President shall preside as chairman at every meeting of the Directors, or if there is no Chairman of the Board or neither the Chairman of the Board nor the President is present within fifteen minutes of the time appointed for holding the meeting or is willing to act as chairman, or, if the Chairman of the Board, if any, and the President have advised the Secretary that they will not be present at the meeting, the Directors present shall choose one of their number to be chairman of the meeting. With the consent of the meeting, the solicitor of the Company, if present, may act as Chairman of a meeting of directors.

16.2                                           The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings, as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the chairman shall have a second or casting vote. Meetings of the Board held at regular intervals may be held at such place, at such time and upon such notice (if any) as the Board may by resolution from time to time determine.

16.3                                           A Director may participate in a meeting of the Board or of any committee of the Directors by means of conference telephones or other communications facilities by means of which all Directors participating in the meeting can hear each other and provided that all such Directors agree to such participation. A Director participating in a meeting in accordance with this Article shall be deemed to be present at the meeting and to have so agreed and shall be counted in the quorum therefor and be entitled to speak and vote thereat.

16.4                                           A Director may, and the Secretary or an Assistant Secretary upon request of a Director shall, call a meeting of the

Board at any time. Reasonable notice of such meeting specifying the place, day and hour of such meeting shall be given by mail, postage prepaid, addressed to each Director and alternate Director at his address as it appears on the books of the Company or by leaving it at his usual business or residential address or by telephone, telegram, telex, or any method of transmitting legibly recorded messages. Accidental omission to give notice of a meeting of Directors to, or the non-receipt of notice by any Director or alternate Director, shall not invalidate the proceeding at that meeting. It shall not be necessary to give notice of a meeting of Directors to any Director or alternate Director (a) who is at the time not in the Province of British Columbia or (b) if such meeting is to be held immediately following a general meeting at which such Director shall have been elected or is the meeting of Directors at which such Director is appointed.

16.5                                            Any Director of the Company may file with the Secretary a document executed by him waiving notice of any past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw such waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until such waiver is withdrawn no notice need be given to such Director and, unless the Director otherwise requires in writing to the Secretary, or his alternate Director of any meeting of Directors and all meetings of the Directors so held shall be deemed not to be improperly called or constituted by reason of notice not having been given to such Director or alternate Director.

16.6                                            Any Director of the Company who may be absent either temporarily or permanently from the Province of British Columbia may file at the office of the Company a waiver of notice which may be by letter, telegram or cable, of any meeting of the Directors and may at any time withdraw such waiver, and until such waiver is withdrawn, no notice of meetings of Directors need be sent to such Director, and any and all meetings of the Directors of the Company, notice of which shall not have been given to such Director, shall, provided a quorum of the Directors is present, be valid and binding upon the Company.

16.7                                           The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed shall be a majority of the Directors holding office at the time or, if the Company shall have only one Director, shall be one Director.

16.8                                           The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company, but for no other purpose.

16.9                                           Subject to the provisions of the Company Act, all acts done by any meeting of the Directors or of a committee of Directors, or by any person acting as a Director, shall, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of any such Directors or of the members of such committee or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly elected or appointed and was qualified to be a Director.

16.10                                         A resolution consented to in writing, whether by document, telegram, telex or any method of transmitting legibly recorded messages or other means, by all of the Directors or their alternates shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and held. Such resolution may be in two or more counterparts which together shall be deemed to constitute one resolution in writing. Such resolution shall be filed with the minutes of the proceedings of the Directors and shall be effective on the date stated thereon or on the latest date stated on any counterpart.

PART 17 - EXECUTIVE AND OTHER COMMITTEES

17.1                                            The Directors may by resolution appoint an Executive Committee to consist of such member or members of their body as they think fit, which Committee shall have, and may exercise during the intervals between the meetings of the Board, all the powers vested in the Board except the power to fill vacancies in the Board, the power to change the membership of, or fill vacancies in, said Committee or any other committee of the Board and such other powers, if any, as may be specified in the resolution. The said Committee shall keep regular minutes of its business and shall cause them to be recorded in books kept for that purpose, and shall report the same to the Board of Directors at such times as the Board of Directors may from time to time require. The Board shall have the power at any time to revoke or override the authority given to or acts done by the Executive Committee except as to acts done before such revocation or overriding and to terminate the appointment or change the membership of such Committee and to fill vacancies in it. The Executive Committee may make rules for the conduct of its business and may appoint such assistants as it may deem necessary. A majority of the members of said Committee shall constitute a quorum thereof.

17.2                                            The Directors may by resolution appoint one or more committees consisting of such member or members of their body as they think fit and may delegate to any such committee between meetings of the Board powers of the Board (except the power to fill vacancies in the Board and the power to change the membership of or fill vacancies in any committee of the Board and the power to appoint or remove officers appointed by the Board) subject to such conditions as may be prescribed in such resolution, and all committees so appointed shall keep regular minutes of their business and shall cause them to be recorded in books kept for that purpose, and shall report the same to the Board of Directors at such times as the Board of Directors may from time to time require. The Directors shall also have power at any time to revoke or override any authority given to or acts to be done, except as to acts done before such revocation or overriding and to terminate the appointment or change the membership of a committee and to fill vacancies in it. Committees may make rules for the conduct of their business and may appoint such assistants as they may deem necessary. A majority of the members of a committee shall constitute a quorum thereof.

17.3                                           The Executive Committee and any other committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members of the committee present, and in case of an equality of votes the chairman shall not have a second or casting vote. A resolution approved in writing by all the members of the Executive Committee or any other committee shall be as valid and effective as if it had been passed at a meeting of such Committee duly called and constituted. Such resolution may be in two or more counterparts which together shall be deemed to constitute one resolution in writing. Such resolution shall be filed with the minutes of the proceedings of the committee and shall be effective on the date stated thereon or on the latest date stated in any counterpart.

PART 18 - OFFICERS

18.1                                            The Directors shall, from time to time, appoint a President and a Secretary and such other officers, if any, as the Director shall determine and the Directors may, at any time, terminate any such appointment. No officer shall be appointed unless he is qualified in accordance with the provisions of the Company Act.

18.2                                           One person may hold more than one of such offices except that the offices of President and Secretary must be held by different persons unless the Company has only one member. Any person appointed as the Chairman of the Board, the President or the Managing Director shall be a Director. The other officers need not be Directors. The remuneration of the officers of the Company as such and the terms and conditions of their tenure of office or employment shall from time to time be determined by the Directors; such remuneration may be by way of salary, fees, wages, commission or participation in profits or any other means or all of these modes and an officer may in addition to such remuneration be entitled to receive after he ceases to hold such office or leaves the employment of the Company a pension or gratuity. The Directors may decide what functions and duties each officer shall perform and may entrust to and confer upon him any of the powers exercisable by them upon such terms and conditions and with such restrictions as they think fit and may from time to time revoke, withdraw, alter or vary all or any of such functions, duties and powers. The Secretary shall, inter alia, perform the functions of the Secretary specified in the Company Act.

18.3                                            Every officer of the Company who holds any office or possesses any property whereby, whether directly or indirectly, duties or interests might be created in conflict with his duties or interests as an officer of the Company shall, in writing, disclose to the President the fact and the nature, character and extent of the conflict.

PART 19 - INDEMNITY AND PROTECTION OF DIRECTORS, OFFICERS AND EMPLOYERS AND CERTAIN AGENTS

19.1                                            The Company shall indemnify any person and his heirs, executors or personal representatives who were or are a party or who are threatened to be made a party to any threatened, pending or completed action or proceeding, whether or not brought by the Company or by a corporation or other legal entity or enterprise as hereinafter mentioned and whether civil, criminal or administrative, by reason of the fact that he is or was a Director of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, a partnership, joint venture, trust or other enterprise, against all costs, charges and expenses, including legal fees and any amount paid to settle such action or preceding or satisfy such judgement.

The determination of any action, suit or proceeding by judgement, order, settlement, conviction or otherwise shall not, by itself, create a presumption that the person did not act honestly and in good faith and in the best interests of the Company and did not exercise the care, diligence and skill of a reasonably prudent person and, with respect to any criminal action or proceeding, did not have reasonable grounds to believe that his conduct was lawful.

19.2                                           Subject to the provisions of the Company Act, the Directors may cause the Company to indemnify any officer, employee or agent of the Company or of a corporation of which the Company is or was a shareholder (notwithstanding that he is also a Director), and his heirs and personal representatives, against all costs, charges and expenses whatsoever incurred by him or them and resulting from his acting as an officer, employee or agent of the Company or such corporation. In addition, the Company shall indemnify the Secretary or an Assistant Secretary of the Company (if he shall not be a full time employee of the Company and notwithstanding that he is also a Director), and his heirs and legal representatives, against all costs, charges and expenses whatsoever incurred by him or them and arising out of the functions assigned to the Secretary by the Company Act and each such Secretary and Assistant Secretary shall on being appointed be deemed to have contracted with the Company on the terms of the foregoing indemnity.

19.3                                           The indemnification provided by this Part shall not be deemed exclusive of any other rights to which the party seeking indemnification may be entitled under any other part, or any valid and lawful agreement, vote of members or disinterested Directors or otherwise, both as to action in his 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, officer, employee or agent and shall enure to the benefit of the heirs, executors and administrators of such person. The indemnification provided by this Part shall not be exclusive of any powers, rights, agreements or undertakings which may be legally permissible or authorized by or under any applicable law. Notwithstanding any other provisions set forth in this Part, the indemnification authorized by this Part shall be applicable only to the extent that any such indemnifications shall not duplicate indemnity or reimbursement which that person has received or shall receive otherwise than under this Part.

19.4                                           Subject to the Company Act, the Directors are authorized from time to time to cause the Company to give indemnities to any director, officer, employee, agent or other person who has undertaken or is about to undertake any liability on behalf of the Company or any corporation controlled by it.

19.5                                            The failure of a director or officer of the Company to comply with the provisions of the Company Act, the Memorandum or these Articles shall not invalidate any indemnity to which he is entitled under this Part.

19.6                                            Subject to the Company Act, no director or officer or employee for the time being of the Company shall be liable for the acts, receipts, neglects or defaults of any other director of officer or employee, or for joining in any receipt or act for conformity, or for any loss, damage or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Board for the Company, or for the insufficiency or deficiency of any security in or upon which any of the moneys belonging to the Company shall be invested or for any loss or damages arising from the bankruptcy, insolvency, or tortious act of any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any loss occasioned by any error of judgement or oversight on his part or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his own wilful act or default, gross negligence, breach of trust or breach of fiduciary duty.

19.7                                            Directors may rely upon the accuracy of any statement of fact represented by an officer of the Company to be correct or upon statements in a written report of the auditor of the Company and shall not be responsible or held liable for any loss or damage resulting from the paying of any dividends or otherwise acting in good faith upon any such statement.

19.8                                           The Directors may cause the Company to purchase and maintain insurance for the benefit of any person who is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise and his heirs and personal representatives against any liability incurred by him as a director, officer, employee or agent.

PART 20 - DIVIDENDS AND RESERVE

20.1                                            The Directors may from time to time declare and authorize payment of such dividends, if any, as they may deem advisable and fix the record date therefor and need not give notice of such declaration to any member. No dividend shall be paid otherwise than out of funds and/or assets properly available for the payment of dividends and a declaration by the Directors as to the amount of such funds or assets available for dividends shall be conclusive. The Company may pay any such dividend wholly or in part by the distribution of specific assets and in particular by paid up shares, bonds, debentures or other securities of the Company or any other corporation or in any one or more such ways as may be authorized by the Company or the Directors. Where any difficulty arises with regard to such a distribution the Directors may settle the same as they think expedient, and in particular may fix the value for distribution of such specific assets or any part thereof, and may determine that cash payments in substitution for all or any part of the specific assets to which any members may otherwise be entitled shall be made to any members on the basis of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees for the persons entitled to the dividend as may seem expedient to the Directors.

20.2                                           Any dividend declared on shares of any class by the Directors may be made payable on such date as is fixed by the Directors.

20.3                                           Subject to the rights of members (if any) holding shares with special rights as to dividends, all dividends on shares of any class shall be declared and paid according to the number of such shares held.

20.4                                           The Directors may, before declaring any dividend, set aside out of the funds properly available for the payment of dividends such sums as they think proper as a reserve or reserves, which shall, at the discretion of the Directors, be applicable for meeting contingencies, or for equalizing dividends, or for any other purpose to which such funds of the Company may be properly applied, and pending such application may, either be employed in the business of the Company or be invested in such investments as the Directors may from time to time think fit. The Directors may also, without placing the same in reserve, carry forward such funds, which they think prudent not to divide.

20.5                                            If several persons are registered as joint holders of any share, any one of them may give an effective receipt for any dividend, bonuses or other moneys payable in respect of the share.

20.6                                            No dividend shall bear interest against the Company. Where the dividend to which a member is entitled includes a fraction of a cent, such fraction shall be disregarded in making payment thereof and such payment shall be deemed to be payment in full.

20.7                                            Any dividends, bonuses or other moneys payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder, or in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register, or to such person and to such address as the holder or joint holders may direct in writing. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. The mailing of such cheque or warrant shall, to the extent of the sum represented thereby (plus the amount of any tax required by law to be deducted) discharge all liability for the dividend, unless such cheque or warrant shall not be paid on presentation or the amount of tax so deducted shall not be paid to the appropriate taxing authority.

20.8                                            Notwithstanding anything contained in these Articles the Directors may from time to time capitalize any undistributed surplus on hand of the Company and may from time to time issue as fully paid and non-assessable any unissued shares, or any bonds, debentures or debt obligations of the Company as a dividend representing such undistributed surplus on hand or any part

thereof.

20.9                                            A transfer of a share shall not pass the right to any dividend declared thereon before the registration of the transfer in the register.

PART 21 - DOCUMENTS, RECORDS AND REPORTS

21.1                                           The Company shall cause to be kept proper books of account and accounting records in respect of all financial and other transactions of the Company in order properly to record the financial affairs and conditions of the Company and to comply with the Company Act.

21.2                                            Unless the Directors determine otherwise, or unless otherwise determined by an ordinary resolution, no member of the Company shall be entitled to inspect the accounting records of the Company.

PART 22 - NOTICES

22.1                                            A notice, statement or report may be given or delivered by the Company to any member either by delivery to him personally or by sending it by mail to him to his address as recorded in the register of members. Where a notice, statement or report is sent by mail, service or delivery of the notice, statement or report shall be deemed to be effected by properly addressing, prepaying and mailing the notice, statement or report and to have been given on the day, Saturdays, and holidays excepted, following the date of mailing. A certificate signed by the Secretary or other officer of the Company or of any other corporation acting in that behalf for the Company that the letter, envelope or wrapper containing the notice, statement or report was addressed, prepaid and mailed shall be conclusive evidence thereof.

22.2                                           A notice, statement or report may be given or delivered by the Company to the joint holders of a share by giving the notice to the joint holder first named in the register of members in respect of the share.

22.3                                            A notice, statement or report may be given or delivered by the Company to the persons entitled to a share in consequence of the death, bankruptcy and incapacity of a member by sending it through the mail prepaid addressed to them by name or by the title of representatives of the deceased or incapacitated person or trustee of the bankrupt, or by any like description, at the address, if any, supplied to the Company for the purpose by the persons claiming to be so entitled, or (until such address has been so supplied) by giving the notice in manner in which the same might have been given if the death, bankruptcy or incapacity had not occurred.

22.4                                            Notice of every general meeting shall be given in the manner authorized by these Articles, to:

(a)               every member holding a share or shares giving the right to vote at such meetings on the record date;

(b)               the personal representative of a deceased member described in section (a);

(c)               the trustee in bankruptcy of a bankrupt member described in section (a);

(d)               the auditor of the Company;

(e)               any other person entitled to receive notice under the Company Act;

but to no other person.

PART 23 - SEAL

23.1                                            The Directors may provide a seal for the Company and, if they do so, shall provide for the safe custody of the seal which shall not be affixed to any instrument except in the presence of the following persons, namely,

(a)               any two Directors, or;

(b)               one of the Chairman of the Board, the President, the Managing Director, a Director and a Vice-President together with one of the Secretary, the Treasurer, the Secretary Treasurer, an Assistant Secretary, an Assistant Treasurer and an Assistant Secretary-Treasurer, or;

(c)               if the Company shall have only one member, the President or the Secretary, or;

(d)               such person or persons as the Directors may from time to time by resolution appoint;

and the said Directors, officers, person or persons in whose presence the seal is so affixed to an instrument shall sign such instrument. For the purpose of certifying under seal true copies of any document or resolution the seal may be affixed in the presence of any one of the

foregoing persons.

23.2                                            To enable the seal of the Company to be affixed to any bonds, debentures, share certificates, or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the Directors or officers of the Company are, in accordance with the Company Act and/or these Articles, printed or otherwise mechanically reproduced there may be delivered to the firm or company employed to engrave, lithograph or print such definitive or interim bonds, debentures, share certificates or other securities one or more unmounted dies reproducing the Company's seal and the Chairman of the Board, the President, the Managing Director or a Vice-President and the Secretary, Treasurer, Secretary-Treasurer, an Assistant Secretary, an Assistant Treasurer or an Assistant Secretary-Treasurer may by a document authorize such firm or company to cause the Company's seal to be affixed to such definitive or interim bonds, debentures, share certificate or other securities by the use of such dies. Bonds, debentures, share certificates or other securities to which the Company's seal has been so affixed shall for all purposes be deemed to be under and to bear the Company's seal lawfully affixed thereto.

23.3                                            The Company may have for use in any other province, state, territory or country an official seal and all of the powers conferred by the Company Act with respect thereto may be exercised by the Directors or by a duly authorized agent of the Company.

PART 24 - MECHANICAL REPRODUCTIONS OF SIGNATURES

24.1                                            The signature of any officer, Director, registrar, branch registrar, transfer agent or branch transfer agent of the Company, unless otherwise required by the Company Act or by these Articles, may, if authorized by the Directors, be printed, lithographed, engraved or otherwise mechanically reproduced upon all instruments executed or issued by the Company or any officer thereof; and any instrument on which the signature of any such person is so reproduced shall be deemed to have been manually signed by such person whose signature is so reproduced and shall be as valid to all intents and purposes as if such instrument had been signed manually, and notwithstanding that the person whose signature is so reproduced may have ceased to hold the office that he is stated on such instrument to hold at the date or issue of such instrument.

24.2                                            The term "instrument" as used in Articles 24.1 shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, agreements, releases, receipts and discharges for the payment of money or other obligations, shares and share warrants of the Company, bonds, debentures and other debt obligations of the Company, and all paper writings.

FULL NAME, RESIDENT ADDRESS	NUMBER AND KIND AND CLASS
AND OCCUPATION	OF SHARES TAKEN
RAYMOND L. POLMAN, CHARTERED ACCOUNTANT	One Hundred (100) Common shares
Suite 880, 609 Granville Street
Vancouver, British Columbia V7Y 1G5
Total Shares Taken:	One Hundred (100) Common shares

DATED at Vancouver, British Columbia this 30th day of October, 2003.

EX-10.1

Exhibit 10.1

VIA FACSIMILE & COURIER

April 8, 2003

Magna Advanced Technologies
375 Magna Drive
Aurora, Ontario
L4G 7L6

Attention:           Paul Gingl

Dear Sirs:

Re:           Gear Development Program for Automotive Applications

This letter agreement is intended to set forth the terms on which Ikona Gear International, Inc. (“Ikona”) is prepared to allow Magna Advanced Technologies and certain of its affiliates (collectively “MAT”), a division of Magna International Inc., to examine and develop automotive applications for patented planetary gear technology owned by Ikona. Wherever used in this letter agreement, the term “Technology” means all intellectual and industrial property (whether registered, applied for or unregistered), patents, inventions, inventor’s rights, copyrights, moral rights, utility models, industrial or other designs, trade secrets, scientific knowledge, know-how, show-how, processes, procedures, formulae, products, blue prints, drawings and specifications for materials, processes and equipment, and all other technical data, documents or information relating to the manufacture of gears using Ikona’s planetary gear technology, including the patents listed on Schedule “A” to this letter agreement (collectively, the “Technology”).

In the first phase of the development program for the Technology, MAT will examine the Technology in detail, build and test prototypes and determine the commercial feasibility of the Technology in one or more automotive applications, all in accordance with the terms set forth below. Assuming MAT’s satisfaction with the first phase of the development program, Ikona will license the Technology to MAT on a sole, exclusive and global basis for automotive applications, in accordance with the terms set forth below.

MAT and Ikona have executed a confidentiality agreement dated January 21, 2003 (the “Confidentiality Agreement”), which agreement is expressly extended to the development program contemplated in this letter agreement and the terms of which are incorporated by reference herein. For greater certainty, notwithstanding anything contained in the Confidentiality Agreement, the Confidentiality Agreement will terminate on the date which is the later of three (3) years from: (i) the date MAT terminates its development program under Phase 1; or (ii) the expiration or termination of the license relating to the Technology resulting from Phase 2 of the development program, as detailed below.

In consideration of the mutual covenants and other consideration (the receipt and sufficiency of which are hereby acknowledged), MAT and Ikona hereby agree as follows:

Phase 1: Technology Development, Protoyping and Testing; Market Research

1.	MAT will engage in a development, prototyping and testing phase commencing May 1, 2003 and ending on April 30, 2004 (“Phase 1”), during which MAT will have the right, on a sole and exclusive basis with respect to automotive applications, to build and test prototypes of automotive modules incorporating the Technology. These modules may include one or more automotive applications, including, without limitation, electric power steering; seat recliners; sunroof and window movement systems; wiper systems; power door, liftgate and tonneau systems; folding hardtops; power running boards; power brakes; and brake-by-wire technology. MAT does not offer any assurance or guarantee that it will develop the Technology for application in any or all of these areas; this list is merely illustrative. During Phase 1, MAT will assess the commercial feasibility of the Technology in one or more automotive applications. For purposes of this agreement, the term “automotive applications” means all applications of the Technology in passenger cars and light trucks, the latter of which includes sports-utility vehicles, pick-up trucks, minivans, cross-utility vehicles and similar vehicles. Medium and heavy trucks are expressly excluded from the scope of the term “automotive applications”.
2.	During Phase 1, Ikona will not seek any business, contracts or orders incorporating the technology into any component for automotive application. Ikona confirms it has previously had discussions with Delphi, ZF and TRW regarding automotive applications for the Technology and agrees to facilitate contact between MAT and any such party, at MAT’s request.
3.	Ikona will make available to (a) MAT, and (b) if necessary (determined on a commercially reasonable basis), to potential customers and suppliers of MAT, all applicable know-how, designs, inventions, processes, methods, drawings, techniques, formulae, patterns, computations, customer information, supplier information, distribution information, computer or other data or other records and information relevant to the Technology and any automotive applications of the Technology. All such information provided by Ikona will be held in confidence by MAT and its employees in accordance with the terms of the Confidentiality Agreement between the parties. MAT may only disclose such information to potential customers and suppliers pursuant to a confidentiality agreement which is substantially similar to the Confidentiality Agreement.
4.	Ikona will, on request by MAT, provide MAT with engineering support services relating to the Technology. In consideration for the engineering support services provided by Ikona during Phase 1, MAT agrees to pay Ikona a fixed fee of Cdn.$15,000 per month (the “Engineering Fee”) commencing May, 2003 and payable in arrears on the first day of each month thereafter during Phase 1. MAT shall also pay the reasonable travel expenses of applicable Ikona personnel provided that such travel has been pre-approved by MAT and all expenses are incurred in accordance with MAT’s travel expense policy.
5.	Any intellectual property relating to the Technology in existence at the date hereof shall belong exclusively to Ikona. Any intellectual property arising during Phase 1 as a result of the development efforts of MAT (collectively, “Improvements”) will be jointly owned by MAT and Ikona. Ikona agrees that it will not license any such Improvements to any third party for any automotive application as long as this letter agreement or the License Agreement (defined below) is in force. MAT agrees that Ikona may, without payment of royalty to MAT, license any Improvements to third parties for applications other than automotive applications.
6.	By the end of Phase 1, MAT will deliver to Ikona notice of MAT’s intention to proceed to Phase 2 (as defined below) or terminate its relationship with Ikona. If MAT elects to proceed to Phase 2, the parties will negotiate a license agreement relating to the Technology in mutually

	acceptable form, the terms of which will be consistent with those set forth below (the “License Agreement”).
7.	MAT may immediately terminate this letter agreement at any time on or after November 1, 2003, provided however that MAT will pay Ikona: (i) all amounts due and payable in respect of the Engineering Fee for months prior to the month of termination, and (ii) a termination fee equal to Cdn.$15,000 (the “Termination Fee”). Ikona expressly agrees that the Termination Fee is in lieu of all fees or amounts which would have been payable had MAT proceeded under this letter agreement until the end of Phase 1 or Phase 2. MAT will not be liable for damages of any kind, including lost profits, if it terminates this letter agreement during Phase 1 or elects not to proceed to Phase 2.
8.	Upon termination of this letter agreement pursuant to paragraphs 6 or 7 hereof, MAT will cease to have (a) any further Engineering Fee or other payment obligations to Ikona, (b) any further rights arising from this letter agreement except any rights acquired in respect of Improvements pursuant to paragraph 5 of this letter agreement. Upon either such termination, (a) the provisions in section 3 of the Confidentiality Agreement regarding the delivery of Confidential Information shall take effect and be equally applicable with respect to Improvementst, and (b) Ikona may purchase the rights acquired by MAT pursuant to paragraph 5 of this letter agreement by payment to MAT of an amount equal to the amount spent by MAT in developing the Technology during Phase 1, such amount not to exceed $300,000. Such amount may be paid on the same basis as the royalties proposed by MAT to be paid to Ikona as provided under Phase 2 herein. Upon receipt of final payment, MAT shall execute such documents as may be reasonably required in order to transfer its interest in the Improvements to Ikona.
Phase 2: Sole & Exclusive Licensing of Technology for Automotive Applications
9.	Following the completion of Phase 1 and upon notifying Ikona of its intention to proceed to Phase 2, MAT will continue developing the Technology with the intent of commercializing any automotive applications of the Technology. In conjunction with such continued development activities, MAT will seek purchase orders from OEMs and/or automotive suppliers for automotive components or modules incorporating the Technology. Ikona acknowledges that securing purchase orders for components or modules incorporating the Technology could take several years. MAT will pay Ikona a fee of Cdn.$20,000 per month for each month to, but excluding, the first month in respect of which MAT makes a royalty payment to Ikona for any automotive application of the Technology pursuant to a fully executed License Agreement.
10.	Upon acceptance by MAT of a production purchase order for the supply of components or modules incorporating the Technology, the parties will execute the License Agreement. The License Agreement will include the following terms:

a.

payment by MAT of the sum of Cdn.$1,000,000, payable in four (4) equal installments as follows: (i) Cdn.$250,000 payable within thirty (30) days of acceptance by MAT of the first production purchase order for components or modules incorporating the Technology; (ii) Cdn.$250,000 payable on the 90-day, 180-day and 270-day anniversaries of the first payment in this sub-paragraph;

b.

royalties payable (i) on a sliding scale of 1-3% of the gross selling price of the plano-centric gear sub-assembly incorporating the Technology for any original equipment production program, and (ii) on a sliding scale of 3-6% of the gross selling price of the plano-centric gear sub-assembly incorporating the Technology in any after-market production program (collectively, the “Royalty”). For greater certainty, the Royalty will not be calculated on the selling price to the OEM or supplier of the entire component or

		module incorporating the Technology. For purposes of determining the gross selling price of the plano-centric gear sub-assembly incorporating the Technology in a situation where MAT has received a purchase order that does not price such sub-assembly separately from the automotive module in which it is incorporated, the gross selling price will be deemed to be either (i) the actual price paid by MAT to third-party supplier(s) for the plano-centric gear sub-assembly or (ii) if the components comprising the plano-centric gear sub-assembly are manufactured by MAT, MAT’s cost of production of such components plus a margin thereon mutually agreed to by the parties. Ikona expressly acknowledges that the Royalty, as a dollar amount, paid to it in respect of any particular program will decline over time as a result of cost-downs or price “give-backs”;
	c.	a mutually agreeable minimum Royalty in respect of each of the first three years of commercial production will be payable by MAT, following which, no minimum Royalty will be payable by MAT;
	d.	Royalties will be paid within sixty (60) days of the end of each financial year of MAT on the basis of gross sales of gear sub-assemblies (as provided in sub-paragraph 10(b) above) in the immediately preceding financial year;
	e.	a term equal to the last to expire of the patents relating to the Technology, including the Improvements; and
	f.	other customary license terms mutually agreed to by the parties.
11.	MAT may, in its sole discretion, refuse to accept a purchase order for a component or module incorporating the Technology, including without limitation for any of the following reasons: (i) the expected volume of components or modules would not generate sufficient sales to enable MAT to pay the minimum Royalty set forth in sub-paragraph 10(c) above; (ii) the selling price of the product or module would not enable MAT to achieve a sufficient rate of return on the component or module after payment of the Royalty thereon; or (iii) any other technical, production or economic reason in MAT’s judgment.
12.	The “Ikona” name will appear on all gear sub-assemblies incorporating the Technology, unless otherwise approved in writing by Ikona.
13.	Neither party will, without the prior written consent of the other party, publicly disclose by way of press release or publication in any media, including publication on an internet website or an offering memorandum or prospectus, the relationship between the parties under this letter agreement. A party from whom consent is requested under this paragraph will use best efforts to respond within four (4) business days and neither party will unreasonably withhold its consent hereunder. Notwithstanding the foregoing, Ikona may disclose the generalities of its relationship with MAT in discussions with, or presentations to, investors, analysts or other third parties in connection with a private or public offering of Ikona securities. Neither party may use the trademarks of the other party without express written consent of such party.
14.	If MAT has failed to secure a purchase order for a component or module incorporating the technology within twenty-four (24) months of the commencement of Phase 2, MAT will forfeit its rights to be the exclusive licensee of the Technology for automotive applications, unless it pays to Ikona a further Cdn.$250,000 to extend its rights hereunder for a further twelve (12) months.
15.	Throughout the term of this letter agreement, the parties will engage in the exchange of information regarding the Technology and Improvements with the objective of maximizing the development potential of the underlying Technology.

16.

This letter agreement, which includes the recitals hereof, will be governed by the laws of the Province of Ontario and will be treated in all respects as an Ontario contract.

17.

The parties agree to resolve any disputes hereunder by commercial arbitration by a single mutually-acceptable arbitrator, or a panel of three arbitrators, one of whom will be selected by each party and the third of whom will be selected by the other two arbitrators. Any such arbitration will be conducted in accordance with the provisions of the Arbitrations Act (Ontario), except to the extent the parties otherwise agree.

If you are in agreement with the foregoing, please sign the acceptance portion of this letter and return one original to the undersigned.

Regards,

IKONA GEAR INTERNATIONAL, INC.

By: ____________________________________________
                  Laith Nosh

The undersigned accepts and agrees to the foregoing terms.

MAGNA ADVANCED TECHNOLOGIES,
A division of Magna International Inc.

By: ____________________________________________
                  Paul Gingl

SCHEDULE A

PATENTS AND PATENT APPLICATIONS

Jurisdiction	Patent No.
Canada	2,129,188
United States	5,505,668
Europe	0770192

EX-10.2

Exhibit 10.2

CONSULTING SERVICES AGREEMENT

DATE                                November 1, 2002
PARTIES

(1)	IKONA GEAR INTERNATIONAL, INC., c/o Suite 880, 609 Granville St.,Vancouver, British Columbia, Canada V7Y 1G5 (“the Company"); and
(2)	LAITH I. NOSH and/or Nominees, of 5830 Granville Street., West Vancouver, British Columbia, Canada V6M 3C7 ("the Executive").
OPERATIVE PROVISIONS
1.	INTERPRETATION
1.1	In this Agreement the following words and expressions shall have the following meanings: "the Board" means the board of directors of the Company as from time to time constituted or any duly appointed committee of the Board; "Group Company" means any company which is a directly or indirectly held subsidiary undertaking of the Company.
1.2	The headings contained in this Agreement are for convenience only and do not form part of and shall not affect the construction of this Agreement or any part of it.
2.	APPOINTMENT
2.1	The Company hereby appoints the Executive and the Executive agrees to provide services to the Company as President and Chief Executive Officer of global operations. The Executive will be invited to join the Board.
2.2	The Company may assign this Agreement to a wholly-owned subsidiary, once incorporated in other jurisdictions, on the condition that the Company shall guarantee payment of all entitlements due to the Executive pursuant to this Agreement.
3.	TERM AND NOTICE
3.1	The consulting services of the Executive shall commence at the earliest date he shall be available. The services of the executive shall continue thereafter unless and until terminated by:
	(A)	the Executive giving to the Company not less than six (6) months' notice.
4.	DUTIES
4.1	The Executive shall during the performance of his services:

	(A)	exercise such powers and perform such duties in relation to the business of the Company or of any Group Company as may from time to time be vested in or assigned to him by the Board;
	(B)	well and faithfully serve the Company and any relevant Group Companies to the best of his ability and carry out his duties in a proper and efficient manner and use his best endeavours to promote and maintain their interests and reputation.
4.2	In performance of his duties the Executive shall:
	(A)	work such hours as are necessary for the proper performance of his duties;
	(B)	perform his duties at such location in Canada as the Board and the Executive shall agree, whether on a permanent or temporary basis;
	(C)	travel to such places (whether inside or outside Canada) in such manner and on such occasions as the Board may from time to time reasonably require; and
	(D)	if so required by the Board, perform his duties hereunder jointly with such other person or persons as the Board may from time to time reasonably require.
5.	FEES
5.1	The Company shall remunerate the Executive for his services under this Agreement with a basic gross fee (“Basic Gross Fee”) based on $90,000 per annum or $7,500 per month (inclusive of any director's fees payable to him by the Company or any Group Company) which shall accrue from day to day and shall be payable in arrears through equal monthly instalments on or about the 27th day of every month (or pro rata where the Executive is only employed during part of a month).
5.2	Such fees shall be reviewed by the Board on November 1st in each calendar year with the first such review to take place on November 1st 2003 and subject to upward review only.
5.3	The Company shall be entitled to deduct from any sums payable to the Executive (including salary) all sums whether statutory or corporate from time to time owed by the Executive to the Company or to any Group Company howsoever arising.
6.	EXPENSES
6.1	The Company shall reimburse the Executive all reasonable travelling, appropriate hotel, entertainment and other out of pocket expenses properly incurred by him in the performance of his duties under this Agreement subject to his compliance with the Company's then current guidelines, if any, relating to expenses and to the production, if required, of receipts, vouchers or other supporting documents.
6.2	In respect of air travel, full fare economy class tickets for business travel will be reimbursed, unless otherwise agreed by mutual consent.
6.3	The Company shall reimburse the costs of the Executive's professional institutional memberships.

7.	BONUS SCHEME The Executive shall during the continuance of his consulting services, in addition to the Basic Gross Fee payable to him pursuant to clause 5.1 be entitled to be paid bonuses of such amounts as shall be calculated in accordance with the Company’s bonus scheme for the Executive at such time as the company adopts and the board of directors approves of a bonus or incentives based plan for the Company.
8.	CAR ALLOWANCE
8.1	The Company shall provide a car allowance of $1,150 per month (exclusive of Tax) for the Executive during this Agreement and shall be reviewed by the Board on November 1st in each calendar year with the first such review to take place on November 1st 2003 and subject to upward review only.
8.2	The Company shall pay all reasonable running costs including fuel, whether for business or private use, comprehensive insurance and maintenance.
9.	SHARE OPTIONS
9.1	At such time as the Company adopts and the board of directors approves of a Stock Option Plan for the Company, the Executive will be granted options in recognition of continuing and future services.
9.2	The Executive shall exercise his stock options in accordance with the terms and provisions of the Company’s stock option plan at such time as the Company adopts its Stock Option Plan.
10.	PENSIONS, HEALTH AND MEDICAL INSURANCE
10.1	The Company shall not be required to make any provision (other than in compliance with any statutory requirement in such respect to which the Company shall be subject) towards the Executive's pension arrangements in respect of his first year of service with the Company. The Board will implement suitable provisions by the Company (in addition to any provisions made in compliance with any statutory requirement in such respect to which the Company shall be subject) towards the Executive's pension arrangements in respect of his service with the Company from the first anniversary of the commencement of consulting services pursuant to this Agreement being an amount not less than 20% per annum of the Executive's Basic Gross Salary.
10.2	The Company will provide extended healthcare coverage to the Executive based on acceptable terms and conditions as approved by the board of directors on an annual basis.
10.3	At such time as the board approves a suitable pension scheme for the Company, the Company will provide pension plan coverage for the Executive in a form approved by the board and that meets the Government’s stakeholder requirements.
11.	ILLNESS
11.1	In the event of illness or other incapacity beyond his control as a result of which he is unable to perform his duties the Executive shall remain entitled to receive his salary in full for any

	continuous period of 3 months or an aggregate period of 50 days' absence in any consecutive twelve month period subject to:
	(A)	compliance with the Company's procedures relating to sickness notification, statutory sick pay and self-certification to cover absence from work due to sickness or other incapacity and to the provision of medical certificates and/or (at the Company's discretion) undergoing a medical examination by a doctor appointed by the Company. The Executive shall co-operate in ensuring the prompt delivery of such report to the Company and authorise his own medical practitioner to supply all such information as may be required by that doctor and, if so requested by the Company, authorise his medical practitioner to disclose to the Company his opinion of the Executive's state of health;
11.2	The Executive shall be entitled to twenty (20) working days' holiday (in addition to the normal bank and other public holidays) in each calendar year commencing on 1 January in each year (which shall accrue on a monthly basis and of which not more than 15 working days may be taken consecutively). Holidays shall be taken at such times as the Board shall consider most convenient having regard to the requirements of the Company's business. The Executive's holiday entitlement shall be reviewed and adjusted by mutual agreement between the Executive and the Board.
11.3	If at the end of the calendar year the Executive has accrued holiday entitlement which he has not taken he shall be entitled to carry forward any days into the following calendar year.
11.4	The Executive may take days in lieu as holiday for any days worked in a weekend for the Company on a pro-rata day-for-day basis.
11.5	The Company reserves the right, at its absolute discretion, to require the Executive to take any outstanding holiday during any notice period or to make payment in lieu thereof.
12.	DATA PROTECTION
12.1	The Company will hold computer records and personnel files relating to the Executive. These will include the Executive's resume, references, bank details, performance appraisals, holiday and sickness records, salary reviews and remuneration details and other records. The Company requires such personal data for personnel, administration and management purposes and to comply with its obligations regarding the keeping of employee/worker records. The Executive's right of access to this data is as prescribed by law.
12.2	The Executive hereby agrees that the Company may process personal data relating to him for personnel, administration and management purposes and may, when necessary for those purposes, make such data available to its advisers, to parties providing products and/or services to the Company (including, without limitation, IT systems suppliers, pension, benefits and payroll administrators), to regulatory authorities (including the Canada Customs and Revenue Agency), to any potential purchasers of or investors in the Company or its business (on a confidential basis) and as required by law.

14.	GRIEVANCE AND DISCIPLINARY PROCEDURES
14.1	If the Executive has any grievance about his consulting services or any disciplinary decision relating to him he should write to the Board. The grievance will be dealt with by discussion and a majority decision of those present at the relevant Board meeting at which the grievance is discussed.
15.	GENERAL
15.1	No failure or delay by either party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise by either party of any right, power or privilege hereunder preclude any further exercise thereof or the exercise of any other right, power or privilege.
15.2	There are no collective agreements which affect the terms and conditions of the consulting services of the Executive hereunder.
If any of the provisions of this Agreement are held to be invalid or unenforceable, the remaining provisions shall nevertheless continue to be valid and enforceable to the extent permitted by the law.
15.3	All financial amounts are slated in Canadian Dollars unless otherwise specified.
16.	EXTENT AND SUBSISTENCE OF AGREEMENT This Agreement supersedes all other agreements other than those expressly referred to in this Agreement whether written or oral between the Company and the Executive relating to the services of the Executive. The Executive acknowledges and warrants to the Company that he is not entering into this Agreement in reliance upon any representation not expressly set out herein.

IN WITNESS whereof a duly authorized representative of the Company has executed this Agreement and the Executive has executed this Agreement as his Deed on the date of this Agreement.

SIGNED by	)
for and on behalf of	)
IKONA GEAR INTERNATIONAL, INC. in	)
the presence of:	)
Witness’ Signature:
Witness’ Name:
Address:
Occupation:
SIGNED by	)
For and on behalf of	)
the said LAITH I. NOSH	)
as his deed in the presence of:	)
Witness’ Signature:
Witness’ Name:
Address:
Occupation:

EX-10.3

EXHIBIT 10.3

CONSULTING AGREEMENT made this 1st day of March 2003
BETWEEN:	IKONA GEAR INTERNATIONAL INC
	c/o 609 Granville Street, Suite 880
	Vancouver, BC V7Y 1G5
	(hereinafter called the “Company”)
AND:	110980 Investments Ltd.
	5865 Marine Drive
	West Vancouver, BC V7W 2S1
	(hereinafter called the “Consultant”)

WHERAS:

	A.	The Company is involved in the development and commercialization of a patented gear technology.
	B.	The Company wishes to retain the Consultant to provide certain management services to the Company, and therefore enters into this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that the parties mutually covenant and agree as follows: DUTIES OF THE CONSULTANT
1.	The Consultant will provide general corporate finance and business development services pursuant to the terms and conditions of this Agreement. These services are to be of a consulting nature.
2.	The Consultant will provide the following services to the Company:
	(a)	raising seed capital
	(b)	developing a corporate structure
	(c)	coordinating and organizing show and tells and investor relations activities;
	(d)	assisting in maintaining the Company’s business plan;
	(e)	working with the president of the Company and MCSI Consulting Services Inc. (“MCSI”) on corporate development;
	(f)	coordinating and supervising with MCSI the Company’s going public initiative;
	(g)	seeking out and negotiating financing(s) of the Company as required from time to time to carry out Company business;
	(h)	strategic and action-oriented business planning and implementation; and
	(i)	providing all services reasonably required of a Director of the Company, and Executive Vice President in charge of Business Development and Corporate Finance.
3.	The Consultant will, during the continuance of this Agreement, devote sufficient time to the business of the Company, for the performance of the said services faithfully, diligently, to the best of its abilities and in the best interests of the Company.
4.	The term of this Agreement will be for one year commencing March 1, 2003.

5.	Provided that the Consultant is not in default hereunder, this Agreement will automatically renew for a further one year term, and will successfully renew for further one year terms, unless the Consultant or the Company gives the other party 60 days notice of non-renewal, in which this Agreement will terminate.
6.	For the Consultant’s provision of services under this agreement, the Company will pay $7,500 per month to the Consultant together with reimbursement for all pre-approved expenses incurred in the course of performing its services. The Consultant will render invoices periodically, which are payable upon presentation.
7.	The Consultant or its principal, Denise Broderick may acquire shares in the Company.
	(a)	the Consultant acknowledges that the shares may be subject to securities regulations restrictions. Full efforts will be made by the Company and its officers and directors to have all restrictions removed as quickly as possible.
	(b)	Previous cash advances by the Consultant or its personnel will be converted into US$0.25 seed capital in the Company.
8.	The Consultant or its personnel will be entitled to a commensurate number of stock options offered to the Directors of the Company for its services.
RESTRICTIONS ON THE CONSULTANT
9.	The Consultant or its personnel will not engage in any business which reasonably may detract from, compete with, or conflict with its duties to the Company without the consent of the Board of Directors of the Company. Furthermore, the Consultant or it personnel will not serve in any capacity with a competitor of the Company during the term(s) of this Agreement.
10.	The Consultant or its personnel will not, except as authorized or required by its duties, reveal or divulge to any person or companies any of the trade secrets, secret or confidential operations, processes or dealings or any information concerning the organization, business, finances, transactions or other affairs of the Company, which may come to its knowledge during the term of this Agreement and will keep in complete secrecy all confidential information entrusted to it and will not use or attempt to use any such information in any manner which may injure or cause loss either directly or indirectly to the Company’s business or may be likely so to do. This restriction will continue to apply after the termination of this Agreement without limit in point of time but will cease to apply three years after termination of this Agreement or at such time as such information or knowledge comes into the public domain.
TERMINATION
11.	This Agreement may be terminated by either party without notice and damages sought if at any time:
	(a)	the other party commits a material breach of a provision of this Agreement;
	(b)	the other party is unable or unwilling to perform the duties under this Agreement;
	(c)	the other party commits fraud or serious neglect or misconduct in the discharge of its or his duties hereunder or under the law; or
	(d)	the other party becomes bankrupt or makes any arrangement or compromise with its or his creditors.
ASSIGNMENT
12.	This Agreement may not be assigned by any party except with the written consent of the other party.

GENERAL
13.	Time will be of the essence of this Agreement.
14.	The parties will from time to time after the execution of this Agreement make, do, execute or cause or permit to be made, done or executed all such further and other acts, deeds, things, devices and assurances in law whatsoever as may be required to carry out the true intention and to give full force and effect to this Agreement.
15.	This Agreement embodies the entire agreement and undertaking between the parties hereto and supersedes all prior agreements and undertakings, whether oral or written, relative to the subject matter hereof.
16.	The following will be applied in interpreting this Agreement:
	(a)	this Agreement will ensure to the benefit of and be binding upon each of the parties hereto and their respective successors and permitted assigns;
	(b)	any reference to the Company or the Consultant will include their heirs, executors, administrators, successors and assigns;
	(c)	if any provision of this Agreement or any part of it is found or determined to be invalid such provision will be severable from this Agreement and the remainder of this Agreement will be construed as if such invalid provision or part had been deleted from this Agreement; and
	(d)	this Agreement and all matters arising under it will be governed by the laws of British Columbia.
17.	Any notice, direction or instrument required or permitted to be given hereunder will be given in writing and be mailed, postage prepaid or delivered by one party to the other at the addresses on page one. Any notice, direction or other instrument if delivered will be deemed to be given or made on the day on which it was delivered or if mailed, will be deemed to have been given or made on the third business day following the day on which it was mailed, provided that if there should be a postal strike, slow down or other labour dispute which might affect the delivery of such notice through the mail between the time of mailing and the actual receipt of notice then such notice will only be effective if actually delivered. Any party may, from time to time, give notice of any change of its respective address and, in such event, the address of such party will be deemed to be changed accordingly.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written.

IKONA GEAR INTERNATIONAL, INC.	110980 INVESTMENTS LTD.
Laith Nosh, President	Denise Broderick, President

EX-10.4

EXHIBIT 10.4

INDEPENDENT CONTRACTOR AGREEMENT

THIS CONSULTING AGREEMENT (this “Agreement”) is made by and between Ikona Gear International, Inc., a Nevada corporation (the “Company”), and Raymond L. Polman (the “Consultant”), and made effective as of the 1st day of December, 2003.

RECITALS

          A.          The Consultant has significant experience in providing Chief Financial Officer services to early stage public companies.

          B.           The Company is in the business of developing and marketing and patented gearing technology and associated engineering services that provide size and weight reductions, and operating efficiencies for gearing applications (the “Business”).

          C.           The Company wishes to retain the services of the Consultant and the Consultant wishes to provide services to the Company as an independent contractor, on behalf of the Company, in the development and pursuit of the Company’s Business.

          D.           The Company and the Consultant intend that neither of their relationship nor any provision of this Agreement shall be interpreted as creating an employer-employee, master-servant, agency, partnership or joint venture relationship between them, and that Consultant will conduct the services specified under this Agreement as an independent contractor.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

          1)  Consulting Services and Hours Required.

                     (a) Consultant agrees to provide the Company with such services or advice, analysis and expertise regarding the corporate finance and public company SEC filings and associated administrative advice regarding other aspects of the Business (the “Services”).

                     (b) Consultant agrees to provide an aggregate number of 35 hours per week in delivering the Services during the term of this Agreement to fulfill its responsibilities as reasonably requested by the President of the Company.

                     (c) Consultant agrees that the Services will be provided solely by Raymond L. Polman, as a qualified Chartered Accountant in the Province of British Columbia.

          2)  Compensation. As consideration for the performance of the Services by Consultant in accordance with the terms of this Agreement, the Company shall pay Consultant:

a)	Fees: - a fee of $7,500 per month which shall be increased to US$ 7,500 upon the earlier of the Company receiving an additional $1,000,000 in new financing, or within 6 months of December 1, 2003.
b)	Participation in Public Company Stock Option Program: The Consultant will be entitled to receive 341,000 non-statutory stock options with no fewer than 100,000 options vesting immediately and the remaining 241,000 options vesting on a monthly pro-rata basis over a period of 24 months.
c)	The vesting on these options will accelerate on the sale of the company which results in all shareholders receiving for all of their shares, either cash or shares in a public company with a market cap of at least $500 million, or whatever other market cap is deemed adequate by the board of directors of the Company

          3.           Office Space and Expenses. Consultant shall be based in Vancouver, British Columbia, but shall be performing the Services at sites to be determined by the Company including periodic trips to client or financier destinations. The Company agrees to reimburse the Consultant for any and all reasonable travel and business expenses incurred by Consultant in connection with the performance of the documentation to the Company may be reasonably requested (“Expenses”).

          4.           Term. The term of this Agreement shall commence on the date hereof and shall continue for a minimum of three months pursuant to Paragraph 10 (the “Term”) or terminated pursuant to Paragraph 11.

          5.           Benefits: Insurance. Consultant is not an employee of the Company and is not entitled to participate in any plans, arrangements, or distributions by the Company for its employees including, but not limited to, pension, profit sharing, bonus, medical insurance, dental insurance, life insurance, disability insurance, vacation and/or sick leave plans or arrangements. Consultant hereby waives any right it may subsequently be deemed to have to any such benefits of the Company in the event that its status is characterized in a way that would otherwise entitle it to such benefits.

          6.            Independent Contractor: Payment of Taxes and Fees: Qualifications.

                    (a) The parties understand and agree that Consultant is an independent contractor engaged in the operation of its own business ant that Consultant shall not be considered an employee, servant or agent of, or partner or venturer with, the Company for any purpose whatsoever. The parties further agree that Consultant has no general authority to enter into any contract, assume any obligations or make any warranties or representations on behalf of the Company except as otherwise specifically authorized by the Company. In addition, Consultant shall not hold itself out or otherwise represent itself as an employee, servant or agent of, or partner or venturer with, the Company except as otherwise specifically authorized by the Company.

                     (b) To the extent provided by law, Consultant shall have the sole and absolute discretion and judgment as to the manner and means of carrying out its business activities. The Company shall have no right to control or direct and shall in fact exercise no control over Consultant’s duties hereunder and shall not have any say in the details or manner in which the duties are carried out. Consultant shall provide proof to the Company, if requested, that it has obtained all necessary licenses, paid all necessary fees, filed all necessary tax returns, paid all income, self employment and excise taxes or other taxes necessary, and filed and paid all premiums necessary and consistent with its status as an independent contractor. Consultant shall hold harmless and defend the Company against all claims, losses and damages arising from or connected with the breach of its obligations under this provision.

                     (c) Consultant shall, at its own expense, pay all fees arising directly out of its performance of this Agreement. Persons performing work for Consultant in accordance with this Agreement are employees of Consultant and Consultant is solely responsible for payment of all payroll taxes, benefits, worker’s compensation, trust fund contributions and other deductions, withholdings and contributions under applicable laws and agreements pertaining to other persons performing work for Consultant in accordance with this Agreement. Upon request of the Company, Consultant shall provide proof of having made such payments, contributions, deductions and withholdings. The Company shall not be responsible for any payments, benefits, contributions, deductions or withholdings with regard to employees of Consultant.

                     (d) Consultant represents and warrants that Consultant has the expertise, qualifications, training and capability to perform the Services. Consultant is solely responsible for the training of any employees of Consultant assigned to perform services in accordance with this Agreement.

          7.          Confidentiality: Non-Solicitation/Compete.

                     (a) Consultant acknowledges that the Company’s business and future success depends on preservation of trade secrets and other confidential, proprietary information concerning the Company, its affiliates, its celebrity sponsors, product or service endorsers, participants in the Company’s marketing, gearing and engineering development programs and customers (“Secrets”). These Secrets include, without limitation: all business plans and marketing strategies, relationships developed in the course of the Business; information concerning existing and prospective markets and customers; financial information; information concerning the development of new products and services; and technical and non-technical data related to software programs, designs, specifications, compilations, inventions, improvements, methods, processes, procedures and techniques; provided, however, that the phrase does not include information that (a) was lawfully in Consultant’s possession prior to disclosure of such information by the Company; (b) was, or at any time becomes, available in the public domain other than through a violation of this Agreement; (c) is documented by Consultant as having been developed by Consultant outside the scope of Consultant’s Service and independently; or (d) is furnished to

Consultant by a third party not under an obligation of confidentiality to the Company. Consultant agrees to protect and preserve these Secrets as confidential both during and indefinitely after the term of this Agreement, whether the Secrets are contained in a tangible medium, or merely remembered, whether wholly or partly developed by Consultant or provided to Consultant. Consultant will disclose, in whole or in part, in public or in private, any of these secrets except as specifically directed by the Company.

                    (b) Consultant shall neither use nor allow any other person to use any of the Secrets in any way, except for the benefit of the Company. All tangible material containing or in any way disclosing any Secret is the company’s exclusive property, shall not be removed from the premises of the Company without specific consent from the Company and shall be returned to the Company on the termination of this Agreement, or at any earlier request of the Company. At such time, Consultant shall also assemble all tangible items of work-in-progress, notes, plans, and other materials related in any way to the Services and shall promptly deliver such material to the Company.

                     (c) During the period beginning on the date hereof and ending one (1) year after the termination of Consultant’s engagement with the Company, the Consultant covenants and agrees that the Consultant shall not:

(i)	directly or indirectly manage, operate, control, serve as a consultant to, be employed by, participate in, own or invest in any business which competes directly with the Business of the Company (except for the passive ownership of up to 5% of the common stock of any publicly-traded company);
(ii)	hire, offer to hire, entice away or in any other manner persuade or attempt to persuade any officer, employee or agent of the Company to alter or discontinue his or her relationship with the Company;
(iii)	directly or indirectly solicit, divert, or attempt to solicit, circumvent or divert any customers, celebrity sponsors, participants in the Company’s marketing, sales or nutritional programs or business the Company; or
(iv)	directly or indirectly solicit, divert, or in any other manner persuade or attempt to persuade any supplier or the Company to alter or discontinue its relationship with the Company.

          The Company and the Consultant agree that this provision does not impose an undue hardship on the Consultant and is not injurious to the public; that this provision is necessary to protect the valuable goodwill and the business of the Company; that the nature of the Consultant’s responsibilities with the Company under this Agreement require the Consultant to have access to confidential information which is valuable and confidential to the Company; and that the scope of this Section is reasonable in terms of length and geographic scope.

                    (d) Consultant acknowledges and agrees that the covenants contained in this Paragraph 7 shall supplement, rather than replace, any other rights or remedies the Company may have under applicable law for the protection of its properties, trade secrets and Business.

                    (e) During the term of this Agreement and for an indefinite period following its termination, Consultant will not directly or indirectly make statements or take actions that tend to disparage the reputation of the Company to third parties. During the term of this Agreement and for an indefinite period following its termination, the executive officers of the Company will not directly or indirectly make statements or take actions which tend to disparage the reputation of the Consultant to third parties, provided, however, that this provision does not in any way restrict the Company from reporting to investors and others or taking action as appropriate in the normal course of business.

          8.           Proprietary Rights. All ownership, copyright, patent, trade secrecy, works, inventions, improvements, discoveries, processes or other properties made or conceived by Consultant during the term of this Agreement (or within six (6) months thereafter) which relate to the Services, or which result from any work performed by Consultant for the Company, or which make use of the Company’s services, equipment, supplies, facilities or trade secrets (the “Rights and Properties”), shall be the rights and property solely of the Company, whether developed independently by Consultant or jointly with others, and whether or not the Company uses, registers, or markets the same. Consultant hereby transfers and assigns to the Company all of the foregoing, whether now existing or hereafter coming into existence. Consultant hereby waives any and all “moral rights” that may be applicable to any of the foregoing, for any and all uses, alterations, and exploitation thereof by the Company or its successors, assigns, or licensees.

          9.           Certain Remedies. The harm to the Company from any breach of Consultant’s obligations under or related to Paragraphs 7 and 8 may be difficult to determine and may be wholly or partially irreparable. Thus, the Company may enforce such obligations by seeking an injunction as well as by damages and other appropriate relief. Consultant further agrees that any profits made in violation of Paragraphs 7 or 8 shall be held in constructive trust for the Company.

          10.           Renewal: The Agreement may be renewed month by month upon written consent of the parties.

          11.           Termination. Except as provided in Paragraph 12, this Agreement and the rights and obligations of the parties hereunder shall immediately terminate upon the expiration of the Term. Consultant may terminate this Agreement if payments and grants pursuant to Paragraph 2 are not kept current. The Company may have a 21 day period to cure any defects in this regard. Nonetheless, Consultant shall be entitled to full compensation due pursuant to this Agreement including monthly amounts and stock options.

          12.           Survival. Notwithstanding the provisions of Paragraph 11, the provisions of Paragraphs 2, 7, 8, 9, 11, 12, 13, 14, 18 and 19 shall survive the termination of this Agreement.

          13.           Savings Clause. If any provision of this agreement shall be held invalid, illegal or unenforceable in any jurisdiction, for any reason, including without limitation, the duration of such provision, its geographical scope or the extent of the activities prohibited or required by it, then, to the full extent permitted by law (a) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally constructed in order to carry out the intent of the parties hereto as nearly as may be possible, (b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision hereof, and (c) any court or arbitrator having jurisdiction thereover shall have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law.

          14.           Applicable Law. This Agreement will be governed and construed in accordance with the laws of the province of British Columbia. The parties submit to and accept the exclusive jurisdiction of the courts of the province of British Columbia with respect to any legal action or proceeding which may be brought at any time relating in any way to this Agreement.

          15.           Further Assurances. The parties shall execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent and purpose of this Agreement.

          16.           Entire Agreement: Amendment. This Agreement expresses the complete understanding of the parties with respect to the subject matter hereof and supersedes any and all prior oral and written communications and understandings related thereto. This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.

          17.           Assignment. The Company may not assign its rights, duties, and obligations under this Agreement. Consultant may not assign any of its rights, duties, or obligations hereunder without the Company’s express written consent. Consultant will not use any employees, agents or subcontractors in Consultant’s performance of the Services without the prior written consent of the Company and, if such written consent is given, Consultant shall require each person to execute a written agreement binding such person to the terms of this Agreement.

          18.           Attorney’s Fees. In any action brought to enforce or interpret this Agreement, the prevailing party shall be entitled to receive from the other party reasonable attorney’s fees and expenses incurred in connection with such action or arbitration.

          19.           Arbitration. All disputes relating to this Agreement and the relationships of the parties hereunder shall be settled and finally determined by mandatory arbitration in Vancouver, BC, and in accordance with the Rules of Commercial Arbitration of the Canadian Arbitration Association or its successor; or in any case where the Canadian Arbitration Association, or its successor, is not in existence or fails or refuses to act within a reasonably prompt period of time (but in no event exceeding sixty (60) days) from the date a request for arbitration is filed, the arbitration shall proceed in accordance with the laws relating to arbitration then in effect in province of British Columbia as the same may be amended or superseded from time to time. The judgment upon the award rendered in such arbitration shall be final and binding upon the parties and may be entered in any court having jurisdiction thereof.

          20.           Notices. All notices required or permitted hereunder shall be given in writing and delivered in person, transmitted by facsimile, or sent by registered or certified mail, postage prepaid, or by reliable courier service to the parties at the respective addresses stated below, or to such other address as a party may subsequently specify. Notices will be effective upon the earlier or receipt or the second business day after sending.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of this day of December 2003. .

CONSULTANT:  Raymond L. Polman, CA	COMPANY:  Ikona Gear International, Inc.
By:	By:

EX-10.5

EXHIBIT 10.5 Mandalay Investment Agreement

SUBSCRITION AGREEMENT

OBAN MINING, INC.

COMMON SHARES

The undersigned purchaser ("Purchaser") hereby irrevocably subscribes for and agrees to purchase the number of common shares (the "Common Shares") of Oban Mining, Inc., a Nevada corporation ("Company"), indicated on the signature page hereto in consideration of US $O.50 per share ("Purchase Price") at the closings of the transactions contemplated hereby ("Transaction").

The execution by the Purchaser of this Subscription Agreement ("Subscription Agreement") will constitute an offer by the Purchaser to the Company to subscribe for the Common Shares. The Company's .. acceptance of such offer, as evidenced by the signature of its authorized officer below, will constitute an agreement between the Purchaser and the Company for the Purchaser to purchase from the Company, and for the Company to issue and sell to the Purchaser, the Common Shares upon the terms and conditions contained herein.

In connection with such subscription, Purchaser hereby agrees, represents and warrants as follows:

1.              Agreement to Purchase; calculation of Number of Common Shares.

                 Purchaser hereby subscribes for and purchases that number of Common Shares set forth on the signature page hereto, at the times set forth therein, pursuant to the terms of this Subscription Agreement.

                Simultaneously with the execution of this Subscription Agreement, the Purchaser shall pay to the Company the Purchase Price for the number of Common Shares subscribed for by wire transfer or check payable to "Oban Mining, Inc." which shall be applied to payment for the Common Shares subscribed for herein or by wire instructions as follows:

Bank:      Sterling Savings Bank.
                  476 Tyee Drive
                  Point Roberts, W A 98281-0189

Transit #: 325171740

Account #: 5999 070 8885

Beneficiary: Oban Mining, Inc.

The Company may accept or reject any subscription in whole or in part or may elect to allot to any prospective investor less than the number of Common Shares applied for by such investor.

2.              Delivery of Common Shares

Subject to such earlier or later date as may be agreed to between the Company and the Purchaser, payment for the Purchase Price must be made to the Company no later than October 31, 2003.

Upon receipt of such payment, the Company shall deliver to the Purchaser a certificate (or certificates, if requested in writing by Purchaser) representing the number of Common Shares purchased,

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registered in the name of the Purchaser. The Company and the Purchaser also hereby agree to execute and deliver at Closing such other documents as may be necessary or appropriate.

3.             Information Concerning: the Company

                Purchaser acknowledges that he, she or it has received all such information as Purchaser deems necessary and appropriate to enable him, her or it to evaluate the financial risk inherent in making an investment in the Common Shares including but not limited to the Company's Confidential Offering Memorandum, and the documents and materials included therewith ("Disclosure Documents"). Purchaser further acknowledges that Purchaser has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof.

5.              Economic Risk and Suitability

Purchaser represents and warrants as follows:

(a)	Purchaser realizes that Purchaser's purchase of the Common Shares involves a high degree of risk and will be a speculative investment, and that he, she or it is able, without impairing Purchaser's financial condition, to hold the Common Shares for an indefinite period of time.
(b)	Purchaser recognizes that there is no assurance of future profitable operations and that investment in the Company involves substantial risks, and that the Purchaser has taken full cognizance of and understands all of the risks factors related to the purchase of the Common Shares.
(c)	Purchaser has carefully considered and has, to the extent Purchaser believes such discussion necessary, discussed with Purchaser's professional legal, tax and financial advisors the suitability of an investment in the Company for the particular tax and financial situation of Purchaser and that Purchaser and/or Purchaser's advisors have determined that the Common Shares are a suitable investment for Purchaser.
(d)	The financial condition and investment of Purchaser are such that he, she or it is in a financial position to hold the Common Shares for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, the Purchase Price.
(e)	Purchaser alone, or with the assistance of professional advisors, has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of Purchaser's purchase of the Common Shares or has a pre-existing personal or business relationship with the Company or any of its officers, directors, or controlling persons of a duration and nature that enables the undersigned to be aware of the character, business acumen and general business and financial circumstances of the Company or such other person.
(f)	Purchaser has carefully read the Disclosure Documents and the Company has made available to Purchaser or Purchaser's advisors all information and documents requested by Purchaser relating to investment in the Common Shares, and has provided answers to Purchaser's satisfaction to all of Purchaser's questions concerning the Company and the Offering.

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	(g)	Purchaser has relied solely upon the Disclosure Documents, advice of his or her representatives if any, and independent investigations made by the Purchaser and/or his or her purchaser representatives, if any, in making the decision to purchase the Common Shares subscribed for herein and acknowledges that no representations or agreements other than those set forth in the Disclosure Documents have been made to the Purchaser in respect thereto.
	(h)	All information which the Purchaser has provided concerning Purchaser himself, herself or itself is correct and complete as of the date set forth below, and if there should be any material change in such information prior to the acceptance of this subscription for the Common Shares, he, she or it will immediately provide such information to the Company.
	(i)	Purchaser confirms that Purchaser has received no general solicitation or general advertisement and has attended no seminar or meeting (whose attendees have been invited by any general solicitation or general advertisement) and has received no advertisement in any newspaper, magazine, or similar media, broadcast on television or radio regarding the offering of the Common Shares.
	(j)	If a natural person, purchaser is at least 21 years of age and resides at the address indicated below.
6.	Restricted Securities Purchaser acknowledges that the Company has hereby disclosed to Purchaser in writing:
	(a)	The Common Shares have not been registered under the Securities Act of 1933, as amended (the "1933 Act"), or the securities laws of any state of the United States or Canada, and such securities are "restricted securities" that must be held indefinitely unless a transfer of them is subsequently registered under the 1933 Act or such securities are sold pursuant to Regulation S under the 1933 Act or pursuant to an exemption from registration under the 1933 Act or are sold pursuant to an exemption from prospectus in Canada; and
	(b)	The Company will make a notation in its records of the above-described restrictions on transfer and of the legend described below.
7.	Legend. Purchaser agrees that all of the certificates representing the Common Shares shall have endorsed thereon a legend in substantially the following form: THESE COMMON SHARES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (I) TO THE COMPANY, (II) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT, (III) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, OR (IV) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION, IN EACH CASE AFTER PROVIDING EVIDENCE SATISFACTORY TO THE

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	COMPANY THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION UNDER THE 1933 ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE', SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE THE EARLIER OF (I) THE DATE THAT IS 12 MONTHS AND A DAY AFTER THE DATE THE ISSUER FIRST BECAME A REPORTING ISSUER IN ANY OF ALBERTA, BRITISH COLUMBIA, MANITOBA, NOVA SCOTIA, ONTARIO, QUEBEC AN SASKATCHEWAN, IF THE ISSUER IS A SEDAR FILER; AND (II) THE DATE THAT IS 12 MONTHS AND A DAY AFTER THE LATER OF (A) THE DISTRIBUTION DATE, AND (B) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN THE LOCAL JURISDICTION OF THE PURCHASE OF THE SECURITIES THAT ARE THE SUBJECT OF THE TRADE.
8.	Further Limitations on Disposition. Without in any way limiting its representations set forth above, Purchaser further agrees that it shall in no event make any disposition of all or any portion of the Common Shares unless:
	(a)	There is then in effect a registration statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with said registration statement; or
	(b)	(i) Purchaser shall have notified the Company of the proposed disposition and shall have --furnished the Company with a reasonably detailed statement of the circumstance surrounding the proposed disposition; (ii) Purchaser shall have furnished the Company with an opinion of his or her counsel to the effect that such disposition will not require registration under the 1933 Act; and (iii) such opinion shall be in form and substance reasonably acceptable to counsel for the Company and the Company shall have advised Purchaser of such acceptance.
9.	Offering Limited to Qualified Investors. Purchaser hereby represents and warrants to the Company as follows:
	(a)	(i) the Purchaser is not a "U.S. Person," as such term is defined by Rule 902 of Regulation S under the Act (the definition of which includes, but is not limited to, an individual resident in the United States and an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or corporation organized or incorporated under the laws of the United States);
		(ii)	the Purchaser was outside the United States at the time of execution and delivery of this Subscription Agreement;
		(iii)	no offers to sell the Common Shares were made by any person to the Purchaser while the Purchaser was in the United States;
		(iv)	the Common Shares are not being acquired, directly or indirectly, for the account r or benefit of a U.S. Person or a person in the United States;

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	(v)	the Purchaser agrees not to engage in hedging transactions with regard to the Common Shares prior to the expiration of the one-year distribution compliance period set forth in Rule 903(bX3) of Regulation S under the 1933 Act; and
	(vi)	the Purchaser acknowledges and agrees with the Company that the Company shall refuse to register any transfer of the Common Shares not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration under the 1933 Act; or,
(b)	that the Purchaser satisfies one or more of the categories indicated below (please place an “X” on the appropriate lines):

_____	Category 1.	An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership not formed for the specific purpose of acquiring the Securities. with total assets in excess of US$5,000,000;
_____	Category 2.	A natural person whose individual net worth, or joint net 'Worth with that person's spouse, at the date hereof exceeds US$l,000,000;
_____	Category 3.	A natural person who had an individual income in excess of US$200,000 in each of the two most recent years or joint income with that person's spouse in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
_____	Category 4.	A trust that (a) has total assets in excess of US$5,000,000, (b) was not formed for the specific purpose of acquiring the Sec\1rities and (c) is directed in its purchases of securities by a person who has such la1owledge and experience in financial and business matters that he/she is capable of evaluating the merits and risks of an investment in the Common Shares;
_____	Catgeroy 5.	An investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act;
_____	Category 6.	A Small Business investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958;
_____	Category 7.	A private business development company as defined in Section 202(a)(22) of the Investment Advisors Acts of 1940; or
_____	Category 8.	An entity in which a1l of the equity owners satisfy the requirements of one or more of the foregoing categories.

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10.	Understandings. Purchaser understands, acknowled8es and agrees with the Company as follows:
	(a)	Except as set forth in paragraph 1 above, the Purchaser hereby acknowledges and agrees that the subscription hereunder is irrevocable by the undersigned, that, except as required by law, the undersigned is not entitled to cancel, terminate or revoke this Subscription Agreement or any agreements of the undersigned hereunder and that this Subscription Agreement and such other agreements shall survive the death or disability of the undersigned and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and permitted assigns. If the undersigned is more than one person, the obligations of the undersigned hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his/her heirs, executors, administrators, successors, legal representatives and permitted assigns.
	(b)	No federal or state agency has made any finding or determination as to the accuracy or adequacy of the Disclosure Documents or as to the fairness of the terms of this offering for investment or any recommendation or endorsement of the Common Shares.
	(c)	The representations, warranties and agreements of the undersigned contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all respects on and as of the date of the sale of the Common Shares as if made on and as of such date and shall survive the execution and delivery of this Subscription Agreement and the purchase of the Common Shares.
	(d)	The common shares may not be transferred, resold or otherwise disposed of except as permitted under the 1933 Act and applicable state securities laws, pursuant to registration or exemption therefrom. Purchasers should be aware that they would be required to bear the financial risks of this investment for an indefinite period of time.
11.	Miscellaneous.
	(a)	On or after the date of this Agreement, each of the parties shall, at the request of the other, furnish, execute and deliver such documents and instruments and take such other action as the requesting party shall reasonably require as necessary or desirable to carry out the transactions contemplated herein.
	(b)	This Agreement, including all matters of construction, validity and performance, shall be governed by and construed and enforced in accordance with the laws of the State of Nevada, as applied to contracts made, executed and to be fully performed in such state by citizens of such State, without regard to its conflict of law rules. The parties hereto agree that the exclusive jurisdiction and venue for any action brought between the parties under this Agreement shall be the state and federal courts sitting in Reno, Nevada, and each of the parties hereby agrees and submits itself to the exclusive jurisdiction and venue of such courts for such purpose.
	(c)	This Agreement comprises the entire agreement between the parties. It may be changed only by further written agreement, signed by both parties. It supersedes and merges within it all prior agreements or understandings between the parties, whether written or

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	oral. In interpreting or construing this A81'ecJnent, the hot the! one or the other of the parties may have drafted this Agreement or any provision shal1 not be given any weight or relevance
(d)	This Agreement may be executed in counterparts, each of which will be deemed to 'be an original and all of which will constitute one agreement. A fascmilie cropy is deemed to be effective delivery of this Agreement.

Dated: 9th October,             2003.

314,000	$    157,000
Number of Common Shares purchased	Aggregate Purchase Price
Ervine M. Quelch
For and on behalf of
APPOLLO INVESTMENTS LIMITED	Mandalaly Investments Inc.
	Name – Typed or Printed
	Director
	Title (if applicable)

2^nd Floor, North Wing, Hibiscus Square, Pond Street, Grand Turk,
Subscriber’s Address: Turks and Caicos Islands, B.W.I

(649) 946–2504
Telephone Number	Social Security Number, ifany

Manner m Which Title is to be Held. State precisely the name Or names in which the Common Shares are to be registered and whether the Common Shares are to be held as joint tenants with right of survivorship as tenants in common, individually or otherwise:

Mandalay Investments Inc.                        

ACCEPTANCE

The forgoing Subscription Agreement and the consideration reflected therein are hereby accepted.

DATE; -October 17, 2003.
	OBAN MINING, INC.
	By: /s/ Richard Achron

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EX-10.6

EXHIBIT 10.6

CONSULTING AGREEMENT

THIS AGREEMENT made as of the 1st day of December, 2003,

BETWEEN:

IKONA GEAR INTERNATIONAL, INC., a corporation incorporated pursuant to the laws of the State of Nevada, Suite 880 609 Granville Street P.O. Box 10321 Pacific Centre Vancouver, B.C.           V7Y 1G5 (hereinafter referred to as “Ikona” or the “Company”) OF THE FIRST PART - and - CAZGELD CAPITAL CORPORATION, a corporation incorporated pursuant to the laws of the Province of Ontario, Suite 1002 347 Bay Street Toronto, ON          M5H 2R7 (hereinafter referred to as "Cazgeld” or “Consultant”) OF THE SECOND PART

                                  WHEREAS Ikona has now reached certain milestones in its business and is desirous of acquiring an investor relations service to inform the North American brokerage and investment communities and the public at large of its achievements and opportunities (the “Service”);

                                  AND WHEREAS Cazgeld is in the business of providing the Service and is desirous of providing the Service to Ikona for a fee;

                                  NOW THEREFORE in consideration of the sum of $10.00 now paid by each party to the other, the receipt and sufficiency of which are hereby acknowledged, and the mutual covenants herein contained, the Parties agree as follows:

SERVICES

1. Ikona and Cazgeld agree that the Service, provided by Cazgeld to Ikona, shall include but not be limited to:

	a)	assisting Ikona in the packaging of information for dissemination to the North American and European brokerage and investment communities and the public at large,
	b)	disseminating information, provided by Ikona to Cazgeld, to the North American and European brokerage and investment communities and the public at large,
	c)	sourcing media coverage including but not limited to news print and trade journals, to disseminate information provided to Cazgeld by Ikona,
	d)	assisting Ikona in sourcing and negotiating funding for Ikona, if and when requested by Ikona.
	Cazgeld agrees that no information, statements or other communications may be made, published or disseminated on behalf of Ikona under this Agreement without Ikona’s prior review and approval. Cazgeld shall have no authority to bind Ikona in any manner to any contract, agreement or undertaking whatsoever, and shall make no representation to any third party inconsistent with this limitation. In performing services hereunder, Cazgeld shall make no statement, utterance, communication or publication that misrepresents any material fact or is materially misleading. Cazgeld agrees to indemnify, defend and hold harmless Ikona, and its officers, directors and affiliates, from any breach of any covenant cotained in this Agreement.
2.	Ikona and Cazgeld hereby agree that they shall at all times, during the operation of this agreement, comply with the terms and requirements of all securities regulatory authorities including the U.S. Securities Exchange Commission (the “SEC”) and any acts and regulations associated therewith.
3.	The term of this Agreement shall commence on December 1, 2003, and terminate on November 30, 2005 (the “Term”). Notwithstanding the Term of this Agreement, each party will have the right to terminate this Agreement on June 1, 2004, (the “Date”) by giving the other notification of such termination in writing. If neither party terminates this Agreement on the Date, then this Agreement will be in full force and effect for the Term and may only be terminated by either party, in writing, upon the material breach, by Ikona or Cazgeld, of any term of this Agreement. In addition, Ikona shall have the right to terminate this Agreement for Cause, as that term is defined in paragraph 7 below. Upon termination of this Agreement, Cazgeld shall have no further right to receive fees or other compensation under this Agreement.
4.	Ikona and Cazgeld hereby agree that each party will pay their own expenses with respect to executing this Agreement and providing the Service with the exception of extraordinary items to be agreed upon in advance by both parties.
FEE
5.	Ikona Gear Corp. a subsidiary of Ikona Gear International, Inc. will pay Cazgeld a cash fee of three thousand dollars ($3,000.00) in Canadian funds on the first day of each Service month, Cazgeld agrees to look solely to Ikona Gear Corp. for payment of the cash fee.
6.	Ikona will issue Cazgeld, as soon as practical, options to acquire three hundred thousand (300,000) common shares of Ikona (the “Options”) and shall enter into an option agreement (the “Option Agreement”) with Cazgeld as follows:

NO. OF SHARES	EXERCISE PRICE PER SHARE	VESTING
50,000 shares	@ $1.00 U.S. per share	on the signing of this agreement
100,000 shares	@ $1.50 U.S. per share	on June 2, 2004
150,000 shares	@ $2.00 U.S. per share	on January 1, 2005

	The Options shall be exercisable subject to the terms of the Option Agreement. If the agreement is terminated effective June 1, 2004, by either party, then the Options vesting after that date shall immediately be cancelled and returned to Ikona and shall not be eligible for exercise by Cazgeld. Ikona agrees that Cazgeld shall be entitled to exercise the Options upon or after vesting, subject to the terms of the Option Agreement, and subject to the provisions of paragraph 7 below. The options may not be transferred or assigned by Cazgeld without the express written consent by Ikona.
7.	Notwithstanding the foregoing, the Securities described in paragraph 6 shall be forfeited and surrendered to the Company for cancellation if this Agreement is terminated by the Company for Cause. For the purposes of this Agreement, the term "for Cause" shall mean (i)Consultant shall commit a material breach of this Agreement which breach shall remain uncured for a period of thirty (30) days after written notice by the Company of such breach, (ii) Consultant is convicted of any felony or is shown to have engaged in any act of dishonesty detrimental to the Company or fraud upon the Company, or any of its affiliated companies, or any of its customers or clients, (iii) Consultant has been grossly negligent in the performance of his duties or responsibilities, or (iv) Consultant shall engage in or aid and abet any violation of any federal or state securities law, or an action has been commenced by the Commission or any state securities commission against the Consultant or any entity controlled by or under the common control of Consultant alleging a violation of federal or state securities laws.
8.	The Consultant shall pay all applicable taxes which are assessed against it as a result of its receipt of compensation under this Agreement, and the Company shall not withhold any such taxes from the compensation paid to the Consultant. Consultant agrees to indemnify and hold harmless the Company, together with its officers and directors, with respect to any such taxes or other assessments which may be due and payable as a result of the payment or receipt of compensation hereunder.
9.	If during the Term Cazgeld procures for Ikona funding upon terms and conditions acceptable to Ikona, in its sole discretion, Ikona agrees to pay to Cazgeld a fee equal to 7% of the net proceeds received by Ikona from an investor identified and procured by Cazgeld. Such fee shall be payable upon receipt by Ikona of investment proceeds in such increments and installments as funding is made.
10.	Indemnification. The Company shall indemnify and hold Consultant and his representatives and agents (including his attorneys and advisors) (together, the "Consultant Indemnified Parties), harmless against any and all liabilities, claims and lawsuits, including any and all awards and/or judgments to which they may become subject under the Securities Act or any other federal or state statute, or at common law or otherwise, insofar as said liabilities, claims and lawsuits (including awards and/or judgments) arise out of or are in connection with this Agreement, except to the extent such liabilities, claims and lawsuits are due primarily to Consultant's negligence or misconduct. In addition, the Company shall also indemnify and hold the Consultant Indemnified Parties harmless against any and all costs and expenses, including reasonable legal fees incurred or related to the foregoing.
	Consultant shall indemnify and hold the Company and each of its officers, directors,

	employees, representative, agents (including its attorneys and advisors), sureties, guarantors, and each person who controls the Company within the meaning of Section 15 of the Securities and Exchange Act of 1934 (together, the "Company Indemnified Parties"), harmless against any and all liabilities, claims and lawsuits, including any and all awards and/or judgments to which they may become subject under the Securities Act or any other federal or state statute, or at common law or otherwise, insofar as said liabilities, claims and lawsuits (including awards and/or judgments) arise out of or are in connection with this Agreement, except to the extent such liabilities, claims and lawsuits are due primarily to the Company's negligence or misconduct. In addition, Consultant shall also indemnify and hold the Company Indemnified Parties harmless against any and all costs and expenses, including reasonable legal fees incurred or related to the foregoing.
	The indemnified party shall give the other party prompt notice of any such liability, claims or lawsuit which it contends is the subject matter of such party's right to indemnification hereunder and the other party thereupon shall be granted the right to take any and all necessary and proper action, at its sole cost and expense, with respect to such liability, claim or lawsuit, excepting therefrom any and all proceeds or hearings before any regulatory bodies and/or authorities.
11.	Registration Rights.
	11.1. On or before June 30, 2004, the Company shall use its best efforts to cause to be prepared and filed with the SEC a Registration Statement registering for sale the shares of common stock issuable upon exercise of the Options granted to Cazgeld (the “Securities”) referred to above (the "Registration Statement").
	11.2. In connection with the preparation and filing of the Registration Statement, the Company agrees to (i) use its best efforts to cause such Registration Statement to become and remain effective; (ii) prepare and file with the SEC such amendments and supplements to such Registration Statement as may be necessary to keep such Registration Statement effective for a period of not less than 120 days; (iii) furnish to the Consultant such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and such other documents as Consultant may reasonably request in order to facilitate the disposition of the shares of Common Stock; and (iv) use its best efforts to register and qualify the shares of Common Stock covered by such Registration Statement under the Blue Sky laws of the State of Colorado for the distribution of the securities covered by the Registration Statement. The Consultant agrees to cooperate in all reasonable respects with the preparation and filing of the Registration Statement.
	11.3. All fees and other expenses incurred in connection with the registration, offering and distribution of the shares of Common Stock shall be borne by the Company, including, without limitation, fees of the Company's legal counsel, Securities and Exchange Commission filing fees, Blue Sky filing fees, printing costs, accounting fees costs, transfer agent fees, and any other miscellaneous costs and disbursements. Consultant shall be liable for any and all underwriting discounts, brokerage commissions or other fees or expenses incurred in connection with the sale or other disposition by Consultant of the shares of Common Stock covered by the Registration Statement.
	11.4. To the extent permitted by law, Consultant will indemnify and hold harmless the Company, and its directors, officers, employees, agents and representatives, as well as its controlling persons (within the meaning of the Act) against any losses, claims, damages,

	liabilities, or expenses, including without limitation, attorney's fees and disbursements, which arise out of or are based upon any violation by Consultant of the Act or under the Securities Exchange Act of 1934, or any rule or regulation promulgated thereunder applicable to Consultant, or arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission, or alleged omission was made in such Registration Statement in reliance upon and in conformity with information furnished by Consultant in writing, expressly for use in connection with such Registration Statement.                       11.5. To the extent permitted by law, the Company will indemnify and hold harmless Consultant, including its officers, directors, employees, agents, and representatives, against any losses, claims, damages, liabilities, or expenses, including without limitation attorney's fees and disbursements, to which Consultant may become subject under the Act to the extent that such losses, claims, damages or liabilities arise out of or are based upon any violation by the Company of the Act or under the Securities Exchange Act of 1934, or any rule or regulation promulgated thereunder applicable to the Company, or arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in the Registration Statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of any violation by the Company of any rule or regulation promulgated under the Act applicable to the Company and relating to action or inaction required of the Company in connection with such Registration Statement; provided, however, that the indemnity agreement contained in this paragraph shall not apply to any loss, damage or liability to the extent that same arises out of or is based upon an untrue statement or omission made in connection with such Registration Statement in reliance upon and in conformity with information furnished in writing expressly for use in connection with such Registration Statement by Consultant.                       11.6. Consultant undertakes to comply with all applicable laws governing the distribution of securities in connection with Consultant's sale of Common Stock of the Company, including, without limitation, Regulation M under the Securities Exchange Act of 1934, and to notify the Company of any changes in Consultant's plan of distribution, including the determination of the public offering price and any dealer concession or discount so that the Company can sticker or amend the Registration Statement as the Company deems appropriate in its sole discretion.
12.	Performance and Other Engagements.                       Throughout the term of this Agreement, it is understood that Consultant will only provide services to the Company on a part-time basis and, subject to the provisions concerning competition herein below set forth, may perform the same or similar services for other persons or entities not inconsistent with his undertakings hereunder.
13.	Representations and Warranties of the Consultant.                       13.1. The Consultant hereby represents and warrants to the Company that there are no agreements or binding obligations enforceable against the Consultant which would be violated by his entering into this Agreement or providing the services to be provided hereunder.

13.2. No Other Information Relied Upon.                                Consultant represents, warrants and agrees that he has been afforded the opportunity to make, and has made, all such investigation of the Company and its financial condition, business affairs and prospects as it deems appropriate. Consultant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the Company, the Securities referred to above. Consultant acknowledges that the Company has made available to him the opportunity to obtain additional information to evaluate the merits and risks of this Agreement. Consultant acknowledges that he has had the opportunity to ask questions of the Company and, to the extent he availed himself of such opportunity, Consultant received satisfactory answers from the Company, its affiliates, associates, officers and directors.                       13.3. Nature of the Risk.                               Consultant represents, warrants and agrees that he understands that the Company's business is, by its nature, speculative; that Consultant is aware that the financial resources of the Company are extremely limited and that it is very likely that the Company will require additional capital, and there is no assurance that such capital will be available if necessary; that Consultant is familiar with the high degree of risk that is involved in the Company's business, and that Consultant is financially able and willing to accept the substantial risk involved in such investment, including the risk of loss of the entire amount invested.

14.

Confidentiality.                       Consultant for himself and his employees covenants with the Company that all information concerning its methods, processes, plans of acquisition, research, markets, plans, strategies, distributors, dealers, customers, clients and vendors collectively are and constitute the trade secrets and confidential proprietary information of the Company. Consultant covenants and agrees for himself and his employees that he will not (except as required in the course of his services for the Company), during the term of this Agreement or thereafter, communicate or divulge to, or use for the benefit of himself or any other person, firm, association, or corporation, without the consent of the Company, any trade secrets or confidential and proprietary information of the Company or other confidential matters possessed, owned, or used by the Company that may be communicated to, acquired by, or learned of by him or his employees in the course of or as a result of his services for the Company. All records, disks, tapes, stored information on any medium, files, memoranda, reports, price lists, customer lists, drawings, plans, sketches, documents, equipment, and the like, relating to the business of the Company, which Consultant or his employees shall use or prepare or come into contact with, shall remain the sole property of the Company, and upon termination of this Agreement, shall, together with all copies in the possession of Consultant, be delivered to the Company.                       Notwithstanding the foregoing, the restrictions on disclosure and use of information and materials as set forth in this Section 10 shall not apply to the following, and the following is not confidential or proprietary information: (1) any information or materials which were generally available to the public at the time made available to Consultant by the Company; (2) any

	information or materials which become, without breach of this Section 10 and through no fault of Consultant, generally available to the public; (3) any information or materials which Consultant has received from other sources prior to the date of this Agreement, subject to no restrictions on disclosure applicable to Consultant; and (4) any information or materials which Consultant at any time lawfully obtains from a third party who is not under any obligation of secrecy or confidentiality to the Company, under circumstances permitting disclosure by Consultant to others without restriction.
15.	Non-Interference with Employees.                       15.1. Consultant covenants with the Company that employees of or consultants to the Company and employees of and consultants to firms, corporations or entities affiliated with the Company have, of necessity, been exposed to and have acquired certain knowledge, understandings, and know-how concerning the Company's business operations which is confidential information and proprietary to the Company.                       15.2. In order to protect the Company's confidential information and to promote and insure the continuity of the Company's contractual relations with its employees and consultants, Consultant covenants and agrees that for the term of this Agreement, and for a period of 12 months from the date this Agreement terminates, he will not directly or indirectly, or permit or encourage others to directly or indirectly (i) interfere in any manner whatsoever with the Company's contractual or other relations with any or all of its employees or consultants, or (ii) induce or attempt to induce any employee or consultant to the Company to cease performing services for or on behalf of the Company                       15.3. In the event any court of competent jurisdiction determines or holds that all or any portion of the covenants contained in this Section 15 are unlawful, invalid, or unenforceable for any reasons, then the parties hereto agree to modify the provisions of this Section 15 if and only to the extent necessary to render the covenants herein contained enforceable and otherwise in conformance with all legal requirements.
16.	Clients and Customers.                       16.1. Consultant covenants with the Company that the clients and customers of the Company, both actual and contemplated, constitute actual and prospective business relationships which are proprietary to the Company and comprise, in part, the Company's confidential information and trade secrets.                       16.2. In order to protect the Company's proprietary rights and to promote and ensure the continuity of the Company's contractual relations with its customers and clients, Consultant covenants and agrees that for the term of this Agreement, and for a period of 12 months from the date this Agreement terminates, he will not directly or indirectly, or permit or encourage others to directly or indirectly (i) interfere in any manner whatsoever with the Company's contractual or prospective relations with any clients or customers, or (ii) induce or attempt to induce any client or customer of the Company to cease doing business with the Company, or (iii) solicit, offer to retain, or retain, or in any other manner engage or enter into any business or other arrangement with any of the Company's customers or clients to provide any services or products to any of such customers or clients as they may from time to time exist or be constituted, except and unless such arrangement for the provision of products or services is not in any way competitive with the

	products or services actually provided by the Company to its clients or customers or proposed to be provided by the Company to its clients or customers.                       16.3. In the event any court of competent jurisdiction determines or holds that all or any portions of the covenants contained in this Section 16 are unlawful, invalid or unenforceable for any reason, then the parties hereto agree to modify the provisions of this Section 16 if and only to the extent necessary to render the covenants herein contained enforceable and otherwise in conformance with all legal requirements.
GENERAL
17.	This Agreement is made pursuant to the laws of the State of Nevada and shall be construed, interpreted and enforced in accordance therewith.
18.	Time shall be of the essence of this agreement.
19.	This agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.
20.	This Agreement may be assignable, in whole or in part, by Cazgeld to a third party upon the prior written approval of Ikona.
21.	This agreement may be executed in one or more counterparts, each of which so executed shall constitute one and the same agreement.

THE PARTIES hereto have executed this agreement as of the date first above written.

IKONA GEAR INTERNATIONAL, INC.
per:
Authorized Signing Officer	Name and Title
CAZGELD CAPITAL CORPORATION
per:
Authorized Signing Officer	Name and Title

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Laith Nosh certify that:

1.	I have reviewed this Quarterly Report on Form 10-QSB of Ikona Gear International, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.	The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5.	The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: January 20, 2004	/s/ Laith Nosh, CEO
	Laith Nosh, CEO

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Raymond Polman, certify that:

1.	I have reviewed this Quarterly Report on Form 10-QSB of Ikona Gear International, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.	The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5.	The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: January 20, 2004	/s/ Raymond L. Polman, CA
	Raymond L. Polman, CA Principal Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT OF
CHIEF EXECUTIVE OFFICER AND CHIEF FINANACIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

               This Certificate is being filed pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002. This Certification is included solely for the purposes of complying with the provisions of Section 906 of the Sarbanes-Oxley Act and is not intended to be used for any other purpose. In connection with the accompanying Quarterly Report on Form 10-QSB of Ikona Gear International, Inc. for the quarter ended November 30, 2003, the undersigned hereby certify in their capacities as Chief Executive Officer and Chief Financial Officer of Ikona Gear International, Inc. that to their knowledge:

               1.     such Quarterly Report on Form 10-QSB of Ikona Gear International, Inc. for the quarter ended November 30, 2003, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

               2.     the information contained in such Quarterly Report on Form 10-QSB of Ikona Gear International, Inc. for the quarter ended November 30, 2003, fairly presents, in all material respects, the financial condition and results of operations of Ikona Gear International, Inc.

IKONA GEAR INTERNATIONAL, INC.

Dated: January 20, 2004	/s/ Laith Nosh
	Laith Nosh
	Chief Executive Officer
Dated: January 20, 2004	/s/ Raymond L. Polman
	Raymond L. Polman, CA
	Chief Financial Officer