WOLF INDUSTRIES INC, 10SB12G, 1997-06-19

WOLF INDUSTRIES INC
10SB12G, 1997-06-19

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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-SB

General Form For Registration of Securities of
Small Business Issuers
Under Section 12(b) or (g) of the Securities Exchange Act of 1934

WOLF INDUSTRIES, INC.
(Name of Small Business Issuer in its Charter)

Nevada E.I.N. [Applied For]
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

4020, 7 Street, SE
Calgary, Alberta, Canada T2G 2Y8
(Address of principal executive offices) (Zip Code)

Issuer's telephone number: (403) 543-0970

SECURITIES TO BE REGISTERED UNDER SECTION 12(b) OF THE ACT:

None

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Common Stock
(Title of Class)

Calculation of filing fee pursuant to Rule 12b-7: $250.

Total Number of Pages: 74
Index to Exhibits Appears on Page: 14 Page: 1

<PAGE>

ITEM 1. DESCRIPTION OF BUSINESS

(a) Business Development
--------------------

Wolf Industries, Inc. (the "Company") was incorporated on January 24, 1996,
pursuant to the laws of the State of Nevada under the name Wolf
Exploration, Inc. with a business plan to acquire property for precious
metal exploration in the Western United States. However after considering
several properties, the Company determined that the properties identified
were not suitable to fully implement an exploration and development project
in the United States. In August 1996, the Company changed management and
developed a new business plan.

In October 1996, Wolf Exploration entered into an agreement with Bill Bell
and J.T. Bell (not related) to acquire all of the outstanding common stock
of 418297 Alberta, Ltd. operating as Calgary Chemicals. The consideration
paid was $620,500 (U.S.). The Company continues the business of Calgary
Chemical as its activities are targeted to the oil and gas service industry
through a wholly owned subsidiary operating as Calgary Chemical.

In March 1997, the name was changed to Wolf Industries, Inc. to reflect
these developments.

(b) Business of the Issuer
----------------------

Calgary Chemical
----------------

Wolf Industries, Inc. carries out its present operations through a wholly
owned subsidiary company 714674 Alberta Ltd., operating as Calgary
Chemical. Calgary Chemical began operations in 1989 and has experienced
steady growth. In the fiscal year ending July 1996, its gross revenue was
Can. $1,029,150 (U.S. $744,345), with an operating profit before
compensation to the former owners and income taxes of approximately Can.
$310,000 (approximately U.S. $227,850).

The Company was founded in 1988 by William Bell, who had worked for NOWSCO,
a Canadian worldwide provider of services to oil and gas exploration firms.
Mr. Bell directed the creation of NOWSCO's in house custom blending
operations. Mr. Bell created Calgary Chemical because he perceived a
unique market niche for a company capable of custom blending oil and gas
lubricants for production companies.

Thus, Calgary Chemical's primary service is the custom blending of
chemicals for application in the production of oil and gas. The Company
provides dewaxing chemicals, scale inhibitors and demulsifying agents and
lubricants to its customers throughout Western Canada. In addition to
providing a custom blending service, Calgary Chemical carries quantities of
certain basic liquids, such as zylene, methanol and kerosene, in stock for
the immediate use of its customers and also provides a storage service to
its customers for their own blended products.

-2-

<PAGE>

The manner of the relationship among the Company and its customer is that
the custom blends are demanded by the production company whose ingredients
are subject to a confidentiality agreement in place. Formulas are
proprietary to the end-users. Raw materials are delivered to Calgary
Chemical who then provides the service of blending the formulas and
producing the finished product. It does not provide any chemical
production facilities. Nor does Calgary Chemical ship the finished
products. This is done by independent shippers.

The blending process was designed by the Company. In addition to the
blending and storage facility and office space, the Company has its own
laboratory facilities for testing its product and supporting customers'
special needs.

The raw materials used by the Company historically have been readily
available from a number of different suppliers. The pricing of these raw
materials historically has not been volatile, and the Company has no
significant supply contracts extending into the future.

The products used by the Company are toxic and some are hazardous, which
requires the Company to comply with local and provincial environmental and
fire protection standards. The Company takes strict precautions to
maintain compliance with regulatory environmental and safety standards. In
addition the Company is going to seek ISO 9002 certification.

The Company's current customer list comprises the majority of those that
have been customers since the Company's inception. The commitment to
servicing this customer base has resulted in customer loyalty, built
through the confidentiality with which each customer's recipes for chemical
blending are treated, combined with an accurate and timely service
delivery.

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The most significant event of the fiscal year ended December 31, 1996, was
the share purchase agreement dated August 28, 1996, pursuant to which the
Company acquired all of the outstanding shares of its subsidiary 714674
Alberta Ltd. The result of this agreement was that the Company acquired
and assumed management of its custom chemical blending business, Calgary
Chemical.

Calgary Chemical's results have been included from October 1, 1996, the
effective date of the acquisition, Calgary Chemical was a closely held
private corporation which had conducted operations for eight years prior to
its acquisition by Wolf Industries. Selected unaudited operating
highlights for the last three years are included as follows:

-3-

<PAGE>

(a) Results of Operation
--------------------

(In U.S. Dollars at $0.735 Exchange Rate of CN $1.00)

(Unaudited)

Period Ended Year Ended Year Ended Year Ended
September 30, July 31, July 31, July 31,
1996 1996 1995 1994

Revenue Product $ 97,250 $ 744,345 $ 773,973 $ 632,797
Sales

Cost of Product
sold $ 55,389 $ 377,247 $ 487,705 $ 320,900
--------- --------- --------- ---------

Gross Margin $ 41,861 $ 367,098 $ 286,268 $ 311,897
--------- --------- --------- ---------

(b) Capital Resources
-----------------

The Company's current financial condition is stable. For the three month
periods ending December 31, 1996, and March 31, 1997, the Company's
financial position and results of its operations, are as follows:

Three Months Ended Three Months Ended
December 31, 1996 March 31, 1997

Current Assets $ 222,106 $ 209,821

Capital Assets $ 271,258 $ 274,176

Other Assets $ 248,357 $ 246,416
---------- ---------
Total Assets $ 741,721 $ 730,413
========== =========

Current Liabilities $ 319,728 $ 329,243
Long Term Debt $ 109,807 $ 84,844
---------- ---------
Total Liabilities $ 429,535 $ 414,087
=========

Common Shares $ 307,330 $ 319,830
Retained Earnings (deficit) $ 4,856 $ <3,504>
---------- ---------
$ 741,721 $ 730,413
========== =========

Revenues $ 145,889 $ 123,363
Cost of Sales $ 75,723 $ 64,069
Expenses $ 53,810 $ 67,654
---------- ---------
Income (Loss) Before $ 16,356 $ <8,360>
Income Taxes ========== =========

-4-

<PAGE>

The Company expects to increase revenue without further capital investment,
as a result of implementation of its marketing plan and presently
underutilized facilities. The Company has good banking relationships, and
creditworthiness and is presently restructuring its long term debt; whereby
the long term debt obligations will require payments of approximately
$15,300 per quarter. Finally, the Company expects to raise additional
capital through equity investment.

The Company has not expended funds on research and development. The
Company does not have any commitments for capital expenditures and does not
anticipate any short term need to make capital expenditures in order to
maintain and increase operations. The Company has increased its number of
employees from three at December 31, 1996, to five, by recently adding an
office manager and a marketing officer.

The Company has raised capital through the sale of securities in two
private placements. In January 1996, $100,000 ($0.01 per share) was raised
pursuant to a Regulation Rule 504 offering. In November 1996, Wolf
Industries, Inc. raised an additional $266,150 ($.50 per share) also in
reliance upon Regulation D Rule 504. The Company has also realized cash
flow from operations. Historically, this cash flow has been sufficient to
meet current cash demands. The Company will investigate asset based bank
financing for the purpose of expanding operations, but these cash sources
are not needed for current cash needs. The Company will also investigate
debt or equity based financing for capital expansion.

ITEM 3. DESCRIPTION OF PROPERTY.

The Company's principal office is located at 4020, 7 Street, S.E., Calgary,
Alberta T2G 2Y8; phone no. (403) 543-0970; facsimile no. (403) 543-0977.
These premises are leased. The premises consist of an industrial warehouse
of 12,100 square feet, of which 1,750 is used as office space, and are
subject to a lease that expires December 31, 2001. The Company owns its
own blending and storage equipment, together with forklift trucks for use
on the Company's premises.

-5-

<PAGE>

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) Security Ownership of Certain Beneficial Owners.
-----------------------------------------------

Number of Percentage of
Name and Address Shares Class
- ---------------- --------- -------------
John Donaldson (1) 2,150,000 20.4%
329 Brill Road, RR#1
Foster, Quebec
T2J 3N6, Canada

Chen Jih Hwee 900,000 8.5%
c/o Monarch Consulting Services, Inc.
7th Floor, Kalaw-Ledesma Condo.
117 Gamboa St., Legaspi Village
1229 Makati City, Metro Manila
Philippines

Clive P. H. Ng 900,000 8.5%
c/o Monarch Consulting Services, Inc.
7th Floor, Kalaw-Ledesma Condo.
117 Gamboa St., Legaspi Village
1229 Makati City, Metro Manila
Philippines

Ernesto Geromino 900,000 8.5%
c/o Monarch Consulting Services, Inc.
7th Floor, Kalaw-Ledesma Condo.
117 Gamboa St., Legaspi Village
1229 Makati City, Metro Manila
Philippines

Cheng Ming Lee 900,000 8.5%
c/o Monarch Consulting Services, Inc.
7th Floor, Kalaw-Ledesma Condo.
117 Gamboa St., Legaspi Village
1229 Makati City, Metro Manila
Philippines

Shiew Ming Moo 900,000 8.5%
c/o Monarch Consulting Services, Inc.
7th Floor, Kalaw-Ledesma Condo.
117 Gamboa St., Legaspi Village
1229 Makati City, Metro Manila
Philippines

(1) Does not include 147,300 shares beneficially owned by his son, James
Donaldson, a Director of the Registrant for which John Donaldson disclaims
any beneficial ownership.

-6-

<PAGE>

(b) Security Ownership of Management.
--------------------------------

Shares Percentage of Class

Blair Coady 700,000 (1) 6.6%
4020, 7 Street, SE
Calgary, Alberta, Canada

John Grove 150,000 (2) 1.4%
4020, 7 Street, SE
Calgary, Alberta, Canada

James Donaldson 147,300 (3) 1.4%
4020, 7 Street, SE
Calgary, Alberta, Canada

Combined Ownership of 997,300 9.5%
Management

(1) Consists of shares issuable upon exercise of options at $.50 per share.
Does not include 490,000 shares held by Christopher Coady, the brother of
Blair Coady, for which Blair disclaims beneficial ownership.

(2) Consists of shares issuable upon exercise of options at $.50 per share.

(3) Consists of 75,000 shares issuable upon exercise of options at $.50 per
share and 72,300 shares purchased in November 1996. Does not include
2,150,000 shares held by his father, John Donaldson, for which James
Donaldson disclaims beneficial ownership.

Changes in control occurred in August 1996, when Blair Coady was appointed
the sole officer of the Company and a member of its Board of Directors. As
part of the change in control, Mavis Robinson, a former director and
officer, resigned. This occurred on March 19, 1997. At that time John
Grove joined the Board of Directors.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

(a) Directors and Executive Officers
--------------------------------

The following are the names, positions, municipalities of residence and
relevant backgrounds of key personnel of the Corporation.

BLAIR COADY - (Age 55). Director, President and Secretary, Calgary,
Alberta.
OCTOBER 1992 THROUGH MARCH 1995. Chairman of the Board of Earthwhile
Developments Inc., a Canadian corporation involved in waste
management, specifically solvent recycling, bioremediation and
composting.
1985-1992. Director of Calto Industries Ltd., a Canadian corporation
engaged in biomedical waste remediation.

-7-

<PAGE>

1977-1985. President and Director of Terato Resources Ltd., a
Canadian public corporation engaged in the exploration, development
and production of oil and gas in Western Canada and the Southern
United States.
1966-1976. Partner, Director and Vice President in Bongard, Leslie &
Co., Ltd. a Canadian investment dealer and brokerage firm.

JOHN EDWARD KENNETH GROVE - (Age 41). Director, Chairman of the Audit
Committee and Consultant, Calgary, Alberta.
SEPTEMBER 1994 TO PRESENT. Mr. Grove is Vice President, Vestiture
Corporation, a merger, acquisition and corporate finance firm.
APRIL 1991 TO AUGUST 1994. Mr. Grove was with Armada Development
Group and responsible for leasing 150,000 square feet of new strip
mall development.
JUNE 1988 TO AUGUST 1991. Mr. Grove was President and Director of CR-3
Express Ltd., a refrigerated transportation company which he
created, developed to an annual gross sales level of 7 million dollars
and then sold the company.
JULY 1985 TO FEBRUARY 1988. Mr. Grove was President and Director of
Hurricane Hydrocarbons Ltd., a public company of which he was one of
the founders and which he developed to a level of $600,000 gross
revenue per annum.
JULY 1983 TO JULY 1985. Mr. Grove was General Manager of Slant
Systems Ltd., a private oil and gas drilling company.
DECEMBER 1980 TO JUNE 1983. Mr. Grove was with H.C.I. Holdings Ltd.
of Toronto as an oil and gas analyst for that company and also Elliot
and Page.
SEPTEMBER 1978 TO NOVEMBER 1980. Bastion Drilling Ltd., President and
Director. Mr. Grove graduated from the University of Alberta in 1978
with a Bachelor of Commerce Degree.

JAMES DONALDSON - (Age 35). Director, Vancouver, British Columbia.
1991 TO PRESENT. Donegal Developments Ltd., Vancouver, B.C., Project
Manager. Mr. Donaldson supervises property evaluation programs
throughout the western hemisphere for this mining company.
1993-1995. Nicholson & Associates, Vancouver, B.C., Project
Manager/Exploration Technician. Mr. Donaldson supervised mining
exploration programs throughout the western hemisphere for this mining
company.
1987-1994. Goldon Mining Ltd., Delta, B.C., Geophysical Technician.
Mr. Donaldson performed geophysical surveys on mineral exploration
properties throughout Canada.
1985-1987. Freegold Recovery Inc., Vancouver, B.C., Mill
Technician/Geotechnician. Mr. Donaldson installed gravity
concentrating systems and conducted testing at various mining
operations.
1984-1985. Erana Mines Ltd., Lively, Ontario, Mill Technician. Mr.
Donaldson was responsible for installing, operating and maintaining
production plant equipment for this mining company.

-8-

<PAGE>

(b) Significant Employees.
---------------------

IAN BUBIS - (Age 26). Calgary Chemical Plant Manager, Calgary, Alberta,
1994 to present. Mr. Bubis has extensive experience in the blending of
chemical formula and related plant operations. Mr. Bubis is an original
employee of Mr. Bill Bell, the founder of the Company. From 1990 to 1994,
Mr. Bubis was a self employed Equestrian Trainer.

There are no family relationships to report.

(d) Involvement in Certain Legal Proceedings
----------------------------------------

There are no legal proceedings to report.

ITEM 6. EXECUTIVE COMPENSATION

(a) Summary Compensation Table (omitted for simplicity)
--------------------------

Mr. Coady received $4,380 of compensation per month for November and
December of 1996, no other cash compensation was granted or paid in the
fiscal year ended December 31, 1996.

(b) Option/SAR Grants in Last Fiscal Year (Individual Grants)
---------------------------------------------------------

The Company has a Management Stock Option Plan, described below. There
have been no other options granted.

(c) Aggregated Option/SAR Exercises in Last Fiscal Year And FY-End
--------------------------------------------------------------
Option/SAR Values
-----------------

There have been no exercises in the past fiscal year.

(d) Long-Term Incentive Plans -- Awards in Last Fiscal Year
-------------------------------------------------------

In November 1996, the Company adopted the Wolf Exploration Inc. 1996
Directors and Officers Stock Option Plan (the "Plan") for its officers,
directors, key personnel and consultants of the one million shares
contributed to the Plan, Mr. Coady in November 1996, was awarded a five
year option to acquire 700,000 at $0.50 per share. In March 1997, Mr.
Grove received 150,000 options at $0.50 per share. Mr. Donaldson was
awarded 75,000 options at $0.50 per share in November 1996. The purpose of
the Plan is to advance the business and development of the Company and its
shareholders by affording to its Directors, Officers, Employees and
Consultants the opportunity to acquire a propriety interest in the Company
by the grant of Options.

-9-

<PAGE>

(e) Compensation of Directors
-------------------------

1. Standard Arrangements
---------------------

The members of the Company's Board of Directors are reimbursed for actual
expenses incurred in attending Board meetings.

2. Other Arrangements
------------------

There are no other arrangements.

(f) Employment Contracts and Termination of Employment, Change in
-------------------------------------------------------------
Control Arrangements
--------------------

The terms are set forth in Mr. Coady's Employment Agreement. SEE Exhibit
E.2. These terms may be summarized as follows: Mr. Coady receives a
salary of $52,560 per annum and three weeks of paid vacation per annum.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(a) Vestiture Corporation
---------------------

Mr. Grove is an Executive Vice President of Vestiture Corporation as well
as a director of Wolf Industries, Inc. Vestiture Corporation was paid
$35,770 for brokering the transactions by which Mr. Bill Bell and Mr. J.T.
Bell sold their interests to Wolf Exploration in Calgary Chemicals. It was
further paid an additional $7,300 for arranging certain bank financing in
connection with the Bell transaction.

ITEM 8. LEGAL PROCEEDINGS

There are no legal proceedings involving the Company or its management.

ITEM 9. MARKET PRICE FOR REGISTRANT'S COMMON EQUITY AND OTHER SHAREHOLDER
MATTERS

(a) Market Information
------------------

The Company's stock is not listed for sale on any exchange or trading
medium. However, certain of the Registrant's shareholders have made
private sale transactions through a broker-dealer in the Philippines. The
Company intends to seek the listing of its Common Stock on the NASD's OTC
Electronic Bulletin Board upon the effectiveness of this Form 10-SB. Until
such time, there is no public market for the Company's Common Stock. There
are options held by management to acquire 1,000,000 shares pursuant to the
stock option plan.

In January 1996, 10,000,000 shares were sold to individuals pursuant to
Rule 504 of Regulation D. Between November 1996, and April 1997, 532,300
shares were sold pursuant to Rule 504

-10-

<PAGE>

of Regulation D to nine individuals. As permitted by Rule 504 certificates
for these securities were issued without restrictive legends. However,
72,300 of these shares were purchased by James Donaldson, a director of the
Registrant and may only be publicly sold pursuant to Rule 144.

(b) Holders
-------

There are 66 holders of the Company's Common Stock.

The Company has paid no dividends to date on its Common Stock. The Company
reserves the right to declare a dividend when operations merit.

(The remainder of this page is left blank intentionally.)

-11-

<PAGE>

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES

During the past three years, the Registrant sold securities which were not
registered under the Securities Act of 1933, as amended, as follows:

Name of Purchaser Date Security (1) Total
- ----------------- ---- ------------ Consideration
-------------

Arden Saxon 1/27/96 490,000 $ 4,900

Mirian Chernoff 1/27/96 490,000 $ 4,900

Magic Trading Company 1/27/96 490,000 $ 4,900

411276 B.C. Ltd. 1/27/96 490,000 $ 4,900

John Donaldson (2) 1/27/96 2,150,000 $ 21,500

Chen Jih Hwee 1/27/96 900,000 $ 9,000

Clive P. H. Ng 1/27/96 900,000 $ 9,000

Charlie Chew 1/27/96 900,000 $ 9,000

Ernesto Geromino 1/27/96 900,000 $ 9,000

Cheng Fong Lee 1/27/96 900,000 $ 9,000

Shiew Ming Moo 1/27/96 900,000 $ 9,000

Christopher C. Coady (3) 1/27/96 490,000 $ 4,900

411276 B.C. Ltd. 11/1/96 300,000 $150,000

Brian Heaney 11/1/96 100,000 $ 50,000

L.C.M. Equity, Inc. 11/1/96 25,000 $ 12,500

James Donaldson (2) 11/1/96 72,300 $ 36,150

Orest Sherban and
Jeri Sherban 3/31/97 20,000 $ 10,000

Paul Gomery 3/31/97 5,000 $ 2,500

Donald Patterson and
David Patterson 4/30/97 10,000 $ 5,000

(1) All securities are common stock.

(2) John Donaldson is the father of James Donaldson, a director of the
Registrant. James Donaldson disclaims any beneficial ownership in the
shares owned by his father.

(3) Christopher C. Coady is the brother of Blair Coady a director of the
Registrant. Blair Coady disclaims any beneficial ownership in the shares
owned by his brother.

With respect to the sales made, the Company or its affiliates relied on
Regulation D, Rule 504 and Section 4(2) of the Securities Act of 1933, as
amended as the exemption from the registration requirements of said Act.

-12-

<PAGE>

ITEM 11. DESCRIPTION OF SECURITIES

COMMON STOCK: The Company is authorized to issue up to 200,000,000 shares
of its $0.001 par value common stock. Each share is entitled to one vote
on matters submitted to a vote of the shareholders of the Company. There
is no cumulative voting of the common stock. The common stock shares have
no redemption provisions nor any preemptive rights.

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article 11 of the Company's By-laws provides that every person who was or
is a party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or a person for whom he is the
legal representative is or was a director or officer of the corporation or
is or was serving at the request of the corporation or for its benefit as
a director or officer of another corporation, or as its representative in
a partnership, joint venture, trust or other enterprise, shall be
indemnified and held harmless to the fullest extent legally permissible
under the General Corporation Law of the State of Nevada against all
expenses, liability and loss (including attorney's fees, judgments, fines
and amounts paid or to be paid in settlement) reasonably incurred or
suffered by him in connection therewith.

ITEM. 13. FINANCIAL STATEMENTS.

The Financial Statements are contained at Exhibit 1 hereto and include
audited financial statements for the fiscal year ended December 31, 1996
and unaudited financial statements for the three-month period ended March
31, 1997.

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

There have been no disagreements on accounting and financial disclosures
from the inception of the Company through the date of this Registration
Statement.

-13-

<PAGE>

ITEM 15. INDEX TO EXHIBITS
PAGE

Financial Statements
(i) Consolidated Financial Statements of
Wolf Industries, Inc. for Fiscal Year
Ended December 31, 1996. . . . . . . . . . . . . . . . . . . 16
(ii) Consolidated Financial Statements
of Wolf Industries, Inc.
for the Three Months Ended
March 31, 1997 - Unaudited . . . . . . . . . . . . . . . . . 27

2. (i) The Bell Purchase Agreement. . . . . . . . . . . . . . . . . 38

3. (i) Articles of Incorporation. . . . . . . . . . . . . . . . . . 48
(ii) Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

10. Material Contracts
(i) Employment Agreement Among Mr. Blair
Coady and Wolf Industries, Inc.. . . . . . . . . . . . . . . 64
(ii) The Management Stock Option Plan . . . . . . . . . . . . . . 68

21. (i) Subsidiaries of the Registrant . . . . . . . . . . . . . . . 73

27. (i) Financial Data Schedule. . . . . . . . . . . . . . . . . . . 74

-14-

<PAGE>

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.

Wolf Industries, Inc.
- -------------------------------------------------------------------------
(Registrant)

Date June 10, 1997
---------------------------------------------------------------------
By /s/ Blair Coady
-----------------------------------------------------------------------
(Signature)

Blair Coady, Title: Director, President and Secretary
- -------------------------------------------------------------------------
(Type Name and Title)
(On behalf of the Registrant and as [Title].)

Date June 10, 1997
---------------------------------------------------------------------
By /s/ John Grove
-----------------------------------------------------------------------
(Signature)

John Grove, Title: Director
- -------------------------------------------------------------------------
(Type Name and Title)
(On behalf of the Registrant and as [Title].)

Date June 10, 1997
---------------------------------------------------------------------
By /s/ James Donaldson
-----------------------------------------------------------------------
(Signature)

James Donaldson, Title: Director
- -------------------------------------------------------------------------
(Type Name and Title)
(On behalf of the Registrant and as [Title].)

-15-

<PAGE>

WOLF INDUSTRIES INC.

CONSOLIDATED FINANCIAL STATEMENTS

For the period ended December 31, 1996

<PAGE>

AUDITORS' REPORT

To the Shareholders of Wolf Industries Inc.

We have audited the consolidated balance sheet of Wolf Industries Inc. as
at December 31, 1996 and the consolidated statements of income,
shareholders' equity and cash flows for the period then ended. These
consolidated financial statements are the responsibility of the
corporation's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of Wolf Industries Inc. as at
December 31, 1996 and the results of its operations and the changes in its
cash flow for the period then ended in accordance with generally accepted
accounting principles in Canada.

Calgary, Alberta /s/ DICK COOK SCHULLI
March 20, 1997 CHARTERED ACCOUNTANTS

<PAGE>

WOLF INDUSTRIES INC.

CONSOLIDATED BALANCE SHEET

As at December 31, 1996
(Note 1)

ASSETS

CURRENT
Cash and short-term deposits $ 58,625
Accounts receivable 117,519
Inventory 36,593
Prepaid expenses 9,369
----------

222,106

CAPITAL - Note 3 271,258
EXCESS OF COST OVER NET IDENTIFIABLE ASSETS
ACQUIRED - Note 4 248,357

----------

$ 741,721
==========

LIABILITIES

CURRENT
Demand bank loan - Note 5 $ 65,430
Accounts payable and accrued liabilities 112,380
Income taxes payable 15,653
Current portion of long-term debt - Note 6 126,265
----------

319,728

LONG-TERM DEBT - Note 6 109,807
----------

429,535
----------

SHAREHOLDERS' EQUITY

COMMON SHARES - Note 7 307,330

RETAINED EARNINGS 4,856
----------

312,186
----------

$ 741,721
==========

SEE ACCOMPANYING NOTES

<PAGE>

WOLF INDUSTRIES INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

For the period ended December 31, 1996
(Note 1)

<TABLE>
<CAPTION>
COMMON SHARES ADDITIONAL
---------------------- PAID-IN RETAINED
SHARES AMOUNT CAPITAL EARNINGS TOTAL
-------- -------- -------- -------- --------

<S> <C> <C> <C> <C> <C>
NET INCOME - $ - $ - $ 4,856 $ 4,856

COMMON SHARES ISSUED,
net of issue costs 10,497,300 10,497 296,833 - 307,330
---------- ---------- ---------- ---------- ----------

10,497,300 $ 10,497 $ 296,833 $ 4,856 $ 312,186
========== ========== ========== ========== ==========

</TABLE>

SEE ACCOMPANYING NOTES

<PAGE>
WOLF INDUSTRIES INC.

CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS

For the period ended December 31, 1996
(Note 1)

REVENUE
Product sales $ 145,889
Cost of goods sold 75,723
----------

GROSS MARGIN 70,166
----------

EXPENSES
Amortization 12,440
Administration 11,613
Executive compensation 16,708
Interest on long-term debt 1,478
Rent 11,571
----------

53,810
----------

INCOME FROM OPERATIONS 16,356

INCOME TAXES 11,500
----------

NET INCOME REPRESENTING RETAINED EARNINGS,
END OF PERIOD $ 4,856
==========

SEE ACCOMPANYING NOTES

<PAGE>

WOLF INDUSTRIES INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

For the period ended December 31, 1996
(Note 1)

CASH PROVIDED BY (USED FOR):
OPERATING ACTIVITIES
Net income $4,856
Amortization 12,440
----------

17,296
Changes in working capital:
Accounts receivable 15,073
Inventory 16,797
Prepaid expenses (5,821)
Demand bank loan 65,430
Accounts payable 58,434
Income taxes payable 11,500
----------

178,709
----------

FINANCING ACTIVITIES
Issue of common shares 348,650
Share issue costs (41,320)
Long-term borrowings 134,500
Repayments of long-term debt (7,477)
----------

434,353
----------

INVESTING ACTIVITIES
Purchase of 418297 Alberta Ltd.
(o/a Calgary Chemicals) (663,487)
Vendor loan on acquisition - Note 6 109,050
----------

(554,437)
----------

INCREASE IN CASH REPRESENTING CASH, END OF PERIOD $ 58,625
==========

SEE ACCOMPANYING NOTES

<PAGE>

WOLF INDUSTRIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the period ended December 31, 1996

NOTE 1 - OPERATIONS, ACQUISITION AND AMALGAMATION

Wolf Exploration Inc. was incorporated under corporate charter of
the State of Nevada on January 4, 1996. Active operations
commenced on July 10, 1996 and these financial statements are for
the period July 10, 1996 to December 31, 1996. On March 17,
1997, Wolf Exploration Inc. changed its name to Wolf Industries
Inc.

The corporation's primary business activity is the blending of
chemicals for use in oilfield production from the corporation's
plant in Calgary, Alberta, Canada.

The consolidated financial statements of the corporation are
prepared in accordance with Canadian generally accepted
accounting principles and conform in all material respects with
accounting principles generally accepted in the United States
(see Note 10). Amounts are stated in U.S. dollars unless
otherwise noted.

The preparation of financial statements, in conformity with
generally accepted accounting principles, requires management to
make estimates and assumptions that reflect the reported amounts
of assets, liabilities, revenues, expenses and related
disclosures.

Pursuant to a share purchase agreement, dated August 28, 1996,
with an effective date of September 30, 1996, the corporation,
through a wholly-owned subsidiary, 708213 Alberta Ltd., acquired
all the outstanding shares of 418297 Alberta Ltd. (o/a Calgary
Chemicals). On October 30, 1996, 708213 Alberta Ltd. and 418297
Alberta Ltd. were amalgamated to form 714674 Alberta Ltd. 714674
now carries on business as Calgary Chemicals.

A summary of the net assets acquired and consideration given are
as follows:

NET ASSETS ACQUIRED:
Current assets $ 189,530
Capital assets 279,701
Current liabilities (58,097)
------------

411,134
------------
CONSIDERATION GIVEN:
Cash 554,437
Vendor loan payable 109,050
------------

663,487
============

EXCESS OF COST OVER
NET IDENTIFIABLE
ASSETS ACQUIRED $ 252,353
============

Included in the consideration are consulting fees paid to the
former principal shareholders of 418297 Alberta Ltd. as part of
the purchase agreement in the amount of $11,632. In addition,
fees were paid to consultants in the amount of $35,290.

<PAGE>

WOLF INDUSTRIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the period ended December 31, 1996

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

(a) CONSOLIDATION

These financial statements include the accounts of the
corporation and its wholly-owned subsidiary, 714674 Alberta
Ltd. (o/a Calgary Chemicals).

(b) EXCESS OF COST OVER NET IDENTIFIABLE ASSETS ACQUIRED

The excess of cost over net identifiable assets acquired is
being amortized on a straight-line over ten years.

Capital assets are recorded at cost. Amortization is
provided to apportion the assets over their estimated useful
lives at the following annual rates:

Equipment 30% declining balance
Processing equipment 10% declining balance
Furniture and fixtures 20% declining balance

(d) REVENUE RECOGNITION

Revenue earned on the blending of chemicals is recorded on
the completed contract basis.

(e) FOREIGN CURRENCY TRANSLATION

Substantially all of the corporation's activities are
carried out through the Canadian subsidiary, a self-sustaining
unit. The corporation uses the current rate method
whereby all assets and liabilities are translated at
exchange rates prevailing at the year-end and revenue and
expense items at average exchange rates for the year.
Translation adjustments arising from changes in exchange
rates form part of the change in the foreign currency
translation adjustment component of shareholders equity.
These adjustments are not included in operations until
realized through a reduction in the corporation's net
investment in such operations.

(f) INCOME TAXES

The corporation follows the tax deferral method in providing
for income taxes, whereby the income tax provision is based
on the income reported in the accounts. Under this method,
deferred income taxes arise as a result of providing for
amortization for income tax purposes on a different basis
than for accounting purposes. Deferred income taxes are
provided for on these differences at current income tax
rates. The excess of cost over net identifiable assets
acquired on the acquisition of the corporation's subsidiary
is not deductible for income tax purposes.

<PAGE>

WOLF INDUSTRIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the period ended December 31, 1996

NOTE 3 - CAPITAL ASSETS
Accumulated Net Book
Cost Amortization Value
--------- ------------ --------

Equipment $ 27,700 $ 2,079 $ 25,621
Processing equipment 249,456 6,236 243,220
Furniture and fixtures 2,545 128 2,417
--------- --------- ---------

$ 279,701 $ 8,443 $ 271,258
========= ========= =========

NOTE 4 - EXCESS OF COST OVER NET IDENTIFIABLE ASSETS ACQUIRED

Excess of cost over net identifiable
assets acquired in acquisition $ 252,353
acquisition of 714674 Alberta Ltd.
(o/a Calgary Chemicals).

Less accumulated amortization (3,996)
----------

$ 248,357
==========

NOTE 5 - DEMAND BANK LOAN

The corporation has arranged a revolving credit facility bearing
interest at the bank's prime rate plus 1 1/4%, secured by a
general security agreement and a fixed charge on specific capital
assets.

NOTE 6 - LONG-TERM DEBT

Term bank loan requiring monthly $ 127,022
payments of $3,736 plus interest at
the bank's prime rate plus 1 3/4%
secured by a general security
agreement and postponement of the
vendor loan payable.

Vendor loan payable, requiring payments 109,050
of $7,270 per month for sixteen months
including interest at 9.4% ----------
236,072
Less current portion 126,265
----------

$ 109,807
==========

- CONTINUED -

<PAGE>

WOLF INDUSTRIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the period ended December 31, 1996

NOTE 6 - LONG-TERM DEBT - CONTINUED

At the option of the vendor, the remaining principal of the
vendor loan payable may be converted into common stock using a
price of 1.2 times the first private or public offering price for
the common stock.

The future principal repayments required on long-term debt, for
the next twelve month period, are as follows:

1997 $ 126,265
1998 $ 72,449
1999 $ 37,358

NOTE 7 - COMMON SHARES

Authorized:
200,000,000 common shares
NUMBER AMOUNT
---------- ----------
Issued and outstanding:
On incorporation 10,000,000 $ 100,000
Private placement 497,300 248,650
---------- ----------

10,497,300 348,650
Less share issue costs - (41,320)
---------- ----------

10,497,300 $ 307,330
========== ==========

The corporation issued the share certificates for the private
placement after the year-end. At December 31, 1996, the
corporation has granted options to acquire 700,000 common shares
at $0.50 per share. These options expire November 30, 2001.

NOTE 8 - INCOME TAXES

The differences between the effective tax rate of the amounts
recorded and the amounts computed by applying the statutory
Canadian income tax rate to the income before income taxes are as
follows:
RATE AMOUNT
---------- ----------

Basic rate applied to
pre-tax income 46% $ 7,360
Increase in tax resulting from
accounting amortization in
excess of tax depreciation 24% 4,140
---------- ----------

70% $ 11,500
========== ==========

<PAGE>

WOLF INDUSTRIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the period ended December 31, 1996

NOTE 9 - COMMITMENT

The corporation has entered into a premises lease, expiring
January 31, 2002, requiring a yearly base rental payment of
$45,900.

NOTE 10 - UNITED STATES ACCOUNTING PRINCIPLES

The consolidated financial statements are prepared in accordance
with Canadian generally accepted accounting principles and for
the period ending December 31, 1996. There are no material
differences between Canadian Generally Accepted Accounting
Principles and United States Generally Accepted Accounting
Principles.

<PAGE>

WOLF INDUSTRIES INC.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the period ended March 31, 1997

(Unaudited)

<PAGE>

REVIEW ENGAGEMENT REPORT

TO THE SHAREHOLDERS OF WOLF INDUSTRIES INC.

We have reviewed the consolidated balance sheet of Wolf Industries Inc. as
at March 31, 1997 and the interim consolidated statements of income and
retained earnings (deficit), shareholders' equity and cash flow for the
period then ended. Our review was made in accordance with generally
accepted standards for review engagements and accordingly consisted
primarily of enquiry, analytical procedures and discussion related to
information supplied to us by the corporation.

A review does not constitute an audit and consequently we do not express an
audit opinion on these interim consolidated financial statements.

Based on our review, nothing has come to our attention that causes us to
believe that these interim consolidated financial statements are not, in
all material respects, in accordance with generally accepted accounting
principles.

Calgary, Alberta /s/ DICK COOK SCHULLI
June 10, 1997 CHARTERED ACCOUNTANTS

<PAGE>

WOLF INDUSTRIES INC.

CONSOLIDATED BALANCE SHEET

(Unaudited)

MARCH 31, DECEMBER 31,
1997 1996
---------- ----------
(UNAUDITED) (AUDITED)
(NOTE 10) (NOTE 10)
ASSETS
CURRENT
Cash and short-term deposits $ 55,801 $ 58,625
Accounts receivable 96,512 117,519
Inventory 49,840 36,593
Prepaid expenses 7,668 9,369
---------- ----------

209,821 222,106

CAPITAL - Note 3 274,176 271,258

EXCESS OF COST OVER NET IDENTIFIABLE
ASSETS ACQUIRED - Note 4 246,416 248,357
---------- ----------

$ 730,413 $ 741,721
========== ==========

LIABILITIES
CURRENT
Demand bank loan - Note 5 $ 61,795 $ 65,430
Accounts payable and accrued
liabilities 125,530 112,380
Income taxes payable 15,653 15,653
Current portion of long-term debt
- Note 6 126,265 126,265
---------- ----------

329,243 319,728

LONG-TERM DEBT - Note 6 84,844 109,807
---------- ----------

414,087 429,535
---------- ----------

SHAREHOLDERS' EQUITY
COMMON SHARES - Note 7 319,830 307,330
DEFICIT (3,504) 4,856
---------- ----------

316,326 312,186
---------- ----------

$ 730,413 $ 741,721
========== ==========

SEE ACCOMPANYING NOTES

<PAGE>

WOLF INDUSTRIES INC.

INTERIM CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

For the period ended March 31, 1997

(Unaudited)

<TABLE>
<CAPTION>
COMMON SHARES ADDITIONAL RETAINED
--------------------- PAID-IN EARNINGS
SHARES AMOUNT CAPITAL (DEFICIT) TOTAL
-------- -------- -------- -------- --------

<S> <C> <C> <C> <C> <C>
BALANCE, beginning
of period 10,497,300 $ 10,497 $ 296,833 $ 4,856 $ 312,186

COMMON SHARES ISSUED,
net of issue costs 25,000 25 12,475 - 12,500

NET LOSS - - - (8,360) (8,360)
---------- ---------- ---------- --------- ----------

BALANCE, end of period 10,522,300 $ 10,522 $ 309,308 $ (3,504) $ 316,326
========== ========== ========== ========= ==========
</TABLE>

SEE ACCOMPANYING NOTES

<PAGE>

WOLF INDUSTRIES INC.

INTERIM CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS (DEFICIT)

For the period ended March 31, 1997

(Unaudited)

MARCH 31, DECEMBER 31,
1997 1996
---------- ----------
(UNAUDITED) (AUDITED)
(NOTE 10) (NOTE 10)
REVENUE
Product sales $ 123,363 $ 145,889
Cost of goods sold 64,069 75,723
---------- ----------

GROSS MARGIN 59,294 70,166
---------- ----------

EXPENSES
Amortization 15,640 12,440
Administration 27,918 11,613
Executive compensation 13,806 16,708
Interest on long-term debt 1,979 1,478
Rent 8,311 11,571
---------- ----------

67,654 53,810
---------- ----------

INCOME (LOSS) FROM OPERATIONS (8,360) 16,356

INCOME TAXES - 11,500
---------- ----------

NET INCOME (LOSS) (8,360) 4,856

RETAINED EARNINGS, beginning of period 4,856 -
---------- ----------

RETAINED EARNINGS (deficit),
end of period $ (3,504) $ 4,856
========== ==========

SEE ACCOMPANYING NOTES

<PAGE>

WOLF INDUSTRIES INC.

INTERIM CONSOLIDATED STATEMENT OF CASH FLOW

For the period ended March 31, 1997

(Unaudited)

MARCH 31, DECEMBER 31,
1997 1996
---------- ----------
(UNAUDITED) (AUDITED)
(NOTE 10) (NOTE 10)
CASH PROVIDED BY (USED FOR):
OPERATING ACTIVITIES
Net income (loss) $(8,360) $4,856
Amortization 15,640 12,440
---------- ----------

7,280 17,296

Changes in working capital:
Accounts receivable 21,007 15,073
Inventory (13,247) 16,797
Prepaid expenses 1,701 (5,821)
Demand bank loan (3,635) 65,430
Accounts payable 13,150 58,434
Income taxes payable - 11,500
---------- ----------

26,256 178,709
---------- ----------

FINANCING ACTIVITIES
Issue of common shares 12,500 348,650
Share issue costs - (41,320)
Long-term borrowings - 134,500
Repayments of long-term debt (24,963) (7,477)
---------- ----------

(12,463) 434,353
---------- ----------

INVESTING ACTIVITIES
Purchase of capital assets (12,117) -
Purchase of 418297 Alberta Ltd.
(o/a Calgary Chemicals) (4,500) (663,487)
Vendor loan on acquisition - Note 6 - 109,050
---------- ----------

(16,617) (554,437)
---------- ----------

INCREASE (DECREASE) IN CASH (2,824) 58,625

CASH, beginning of period 58,625 -
---------- ----------

CASH, end of period $ 55,801 $ 58,625
========== ==========

SEE ACCOMPANYING NOTES

<PAGE>

WOLF INDUSTRIES INC.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the period ended March 31, 1997

(Unaudited)

NOTE 1 - OPERATIONS, ACQUISITION AND AMALGAMATION

Wolf Exploration Inc. was incorporated under corporate charter of
the State of Nevada on January 4, 1996. Active operations
commenced on July 10, 1996. On March 17, 1997, Wolf Exploration
Inc. changed its name to Wolf Industries Inc.

The corporation's primary business activity is the blending of
chemicals for use in oilfield production from the corporation's
plant in Calgary, Alberta, Canada.

The interim consolidated financial statements of the corporation
are prepared in accordance with Canadian generally accepted
accounting principles and conform in all material respects with
accounting principles generally accepted in the United States
(see Note 10). Amounts are stated in U.S. dollars unless
otherwise noted.

A summary of the total net assets acquired and consideration
given are as follows:

NET ASSETS ACQUIRED:
Current assets $ 189,530
Capital assets 279,701
Current liabilities (58,097)
------------

411,134
------------
CONSIDERATION GIVEN:
Cash 558,937
Vendor loan payable 109,050
------------

667,987
============

EXCESS OF COST OVER NET
IDENTIFIABLE
ASSETS ACQUIRED $ 256,853
============

- CONTINUED -

<PAGE>

WOLF INDUSTRIES INC.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the period ended March 31, 1997

(Unaudited)

NOTE 1 - OPERATIONS, ACQUISITION AND AMALGAMATION - CONTINUED

Of the excess cost, $4,500 relates to additional expenses
incurred during the period ending March 31, 1997. The balance
relates to the year ending December 31, 1996.

Included in the consideration were consulting fees paid to the
former principal shareholders of 418297 Alberta Ltd. as part of
the purchase agreement in the amount of $11,632. In addition,
fees were paid to consultants in the amount of $35,290.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

(a) CONSOLIDATION

These financial statements include the accounts of the
corporation and its wholly-owned subsidiary, 714674 Alberta
Ltd. (o/a Calgary Chemicals).

(b) EXCESS OF COST OVER NET IDENTIFIABLE ASSETS ACQUIRED

The excess of cost over net identifiable assets acquired is
being amortized on a straight-line over ten years.

Capital assets are recorded at cost. Amortization is
provided to apportion the assets over their estimated useful
lives at the following annual rates:

Equipment 30% declining balance
Processing equipment 10% declining balance
Furniture and fixtures 20% declining balance
Leasehold improvements 5 years straight-line

(d) REVENUE RECOGNITION

Revenue earned on the blending of chemicals is recorded on
the completed contract basis.

- CONTINUED -

<PAGE>

WOLF INDUSTRIES INC.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the period ended March 31, 1997

(Unaudited)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

(e) FOREIGN CURRENCY TRANSLATION

(f) INCOME TAXES

NOTE 3 - CAPITAL ASSETS
MARCH 31, DECEMBER 31,
1997 1996
-------------------------------- --------
Accumulated Net Book Net Book
Cost Amortization Value Value
-------- ------------ -------- --------

Equipment $ 27,700 $ 4,000 $ 23,700 $ 25,621
Processing equipment 249,456 12,317 237,139 243,220
Furniture and fixtures 7,506 372 7,134 2,417
Leasehold improvements 6,362 159 6,203 -
-------- -------- -------- --------

$291,024 $ 16,848 $274,176 $271,258
======== ======== ======== ========

<PAGE>

WOLF INDUSTRIES INC.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the period ended March 31, 1997

(Unaudited)

NOTE 4 - EXCESS OF COST OVER NET IDENTIFIABLE ASSETS ACQUIRED

MARCH 31, DECEMBER 31,
1997 1996
---------- ----------

Excess of cost over net $ 256,853 $ 252,353
identifiable assets acquired
in acquisition of 714674
Alberta Ltd. (o/a Calgary
Chemicals).
Less accumulated amortization (10,437) (3,996)
---------- ----------

$ 246,416 $ 248,357
========== ==========

NOTE 5 - DEMAND BANK LOAN

The corporation has arranged a revolving credit facility bearing
interest at the bank's prime rate plus 1 1/4%, secured by a
general security agreement and a fixed charge on specific capital
assets.

NOTE 6 - LONG-TERM DEBT
MARCH 31, DECEMBER 31,
1997 1996
---------- ----------
Term bank loan requiring monthly $ 115,815 $ 127,022
payments of $3,736 plus interest
at the bank's prime rate plus
1 3/4% secured by a general
security agreement and
postponement of the vendor
loan payable.

Vendor loan payable, requiring 95,294 109,050
payments of $7,270 per month
for sixteen months with interest
imputed at 9.4% ---------- ----------
211,109 236,072
Less current portion 126,265 126,265
---------- ----------

$ 84,844 $ 109,807
========== ==========

- CONTINUED -

<PAGE>

WOLF INDUSTRIES INC.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the period ended March 31, 1997

(Unaudited)

NOTE 6 - LONG-TERM DEBT - CONTINUED

The future principal repayments required on long-term debt, for
the next twelve month period, are as follows:

1998 $ 126,265
1999 $ 84,844

NOTE 7 - COMMON SHARES

Authorized:
200,000,000 common shares
<TABLE>
<CAPTION>
MARCH 31, 1997 DECEMBER 31, 1996
--------------------- ---------------------
Number Amount Number Amount
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Issued and outstanding:
Balance, beginning
of period 10,497,300 $ 307,330 - $ -
Issued on
incorporation - - 10,000,000 100,000
Private placements 25,000 12,500 497,300 248,650
---------- ---------- ---------- ----------

10,522,300 319,830 10,497,300 348,650
Less share issue costs - - - (41,320)
---------- ---------- ---------- ----------

Balance, end of period 10,522,300 $ 319,830 10,497,300 $ 307,330
========== ========== ========== ==========
</TABLE>

NOTE 8 - COMMITMENT

The corporation has entered into a premises lease, expiring
January 31, 2002, requiring a yearly base rental payment of
$45,900.

NOTE 9 - UNITED STATES ACCOUNTING PRINCIPLES

The interim consolidated financial statements are prepared in
accordance with Canadian generally accepted accounting principles
and for the period ending March 31, 1997. There are no material
differences between Canadian Generally Accepted Accounting
Principles and United States Generally Accepted Accounting
Principles.

NOTE 10 - PRESENTATION

The unaudited interim consolidated financial statements are for
the period January 1, 1997 to March 31, 1997. The comparative
figures were audited, under separate cover, and are for the
period July 10, 1996 to December 31, 1996.

EXHIBIT 2.1

VESTITURE CORPORATION
802, 1015 - 4 Street S.W.
Calgary, Alberta T2R 1J4
- -------------------------------------------------------------------------

SHARE PURCHASE AGREEMENT
(Page 1 of 2)

AUGUST 28, 1996
WOLF EXPLORATIONS INC. (herein referred to as the Buyer) hereby offers and
agrees to purchase upon the terms and conditions, hereinafter set forth,
the Purchased Shares of 418297 Alberta Ltd. o/a Calgary Chemical from Mr.
Bill Bell and Mr. J.T. Bell (hereinafter referred to as the "Seller") for
a total Purchase Price $ EIGHT HUNDRED AND FIFTY THOUSAND ($ 850,000.00 )
which shall be payable as follows:

$ 10,000.00 by good faith deposit delivered herewith in the form of
- --------------- A CHEQUE payable to VESTITURE CORPORATION (in Trust)
(herein referred to as the "Broker") to be held in
trust until closing or other termination of this
Agreement. The Seller acknowledges that any cheque
accepted by the Lawyer is subject to collection.

$ 290,000.00 by (certified cheque, bank draft) on closing.
- ---------------

$ 400,000.00 Debt secured by the purchased company with
- --------------- documentation required by the Bank provided by the
Seller.

$ 150,000.00 Vendor take-back as per Schedule "D".
- ---------------

$ ____________________________________________________
- --------------- ____________________________________________________
____________________________________________________
____________________________________________________
____________________________________________________
____________________________________________________
____________________________________________________
____________________________________________________
____________________________________________________

$ 850,000.00 TOTAL PURCHASE PRICE
===============

This Agreement is subject to the following condition(s) which shall be
deemed unilaterally waived by the Buyer on the date(s) for the expiry of
such condition(s) unless prior to such expiry date(s) the Buyer notifies
the Seller or the Broker in writing of its intention not to waive such
condition(s).

1. Securing financing acceptable to the buyer.
2. Current Ratio (current assets less current liabilities) equal to or
greater than $200,000.00.

3. Legal and accounting and environmental due diligence acceptable to the
Buyer.

4. Closing documentation acceptable to both Parties.
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________

IT IS HEREBY AGREED THAT:

1. Schedule "A", The Schedule of Warranties, Representations and
Covenants, Schedule "B", the Schedule of Terms, Schedule "C", the
Schedule of Closing Documents, Schedule "D", the Vendor Take-Back, and
all other Schedules attached hereto are hereby incorporated in and
constitute a part of this Agreement.

2. The undersigned hereby agree to execute and deliver any and all
documents necessary to effect the closing of this sale including the
documents on the Schedule of closing Documents hereto. The closing
date for this sale shall be on or before the Time of Closing or such
other date as the parties may later agree upon in writing.

<PAGE>

(PAGE 2 OF 2)

3. Time shall in all respects be of the essence of this Agreement.

4. The Buyer's offer made hereby shall be open for the Seller's written
acceptance only on or before the hour of 4:00, p.m. on the 4th day of
September, 1996.

The undersigned Buyer expressly acknowledges having fully read and
understood and having received a true copy of this document.

DATED THIS ______________ DAY OF _________________________, 19_____.

BUYER: WOLF EXPLORATIONS INC. ADDRESS: 17A, 1410 - 40TH AVENUE N.E.

PER:_______________________________ CITY: CALGARY, ALBERTA T2E 6L1
BLAIR COADY, CEO & PRESIDENT

VESTITURE CORPORATION: _______________________________(WITNESS)
DULY AUTHORIZED REPRESENTATIVE

SELLER'S ACCEPTANCE

I (or we) accept the foregoing offer and agree to sell the above Purchased
Shares on the terms and conditions of the foregoing Agreement. I (or we)
further hereby agree to pay VESTITURE CORPORATION a commission in the
amount of 6% of the selling price fully earned upon acceptance of this
Agreement and payable no later than the Time of Closing.

DATED AND ACCEPTED on the ___________ day of _____________, 19____ at the
hour of ___________, ____.m.

SELLERS:

____________________________________ c/o Calgary Chemical
MR. BILL BELL #1, 5550 - 36 STREET S.E.
____________________________________ CALGARY, ALBERTA T2C 3H1
MR. J.T. BELL

VESTITURE CORPORATION: _______________________________(WITNESS)
DULY AUTHORIZED REPRESENTATIVE

This Corporation acknowledges and confirms this Agreement.

Per:_____________________________________

<PAGE>

THIS IS A LEGALLY BINDING DOCUMENT. READ IT CAREFULLY

Schedule "A" attached to and forming part of a Share Purchase Agreement
dated the 28th day of August, 1996.

between:
MR. BILL BELL AND MR. J.T. BELL
(Sellers)

- and -

WOLF EXPLORATIONS INC.
(Buyer)

SCHEDULE OF WARRANTIES, REPRESENTATIONS AND COVENANTS
(Page 1 of 6)

1. The Buyer and Seller each warrant to the other that they respectively
have the full power and authority to enter into this Agreement and to
conclude the transaction described herein, and no contract or
agreement to which either the Buyer or the Seller is a party prevents
either of them from concluding the transaction described herein, nor
is the consent of any governmental authority or third party required
therefor.

2. The Seller does hereby indemnify the Buyer and shall hold and save
harmless the Buyer from and against all debts, claims, actions or
causes of action, losses, damages (including legal fees and
disbursements) now existing or that may hereafter arise from or grow
out the Seller's past operation and ownership of the Business (the
"Business") or the assets related thereto, either directly or
indirectly.

3. At or prior to the closing of this sale, the Buyer shall deliver and
execute at its own expense such security documents (including evidence
of corporate authority) as agreed upon herein for any deferred
indebtedness. Such security shall be subject to any permitted liens
described herein, if any, to be assumed by the Buyer.

4. It is hereby understood acknowledged that the information recorded on
the Broker Agreement and Questionnaire attached hereto as Schedule "E"
and by reference incorporated herein, and any further written
information provided to the Buyer by the Broker was provided to the
Broker by the Seller, and that the Broker has not done any independent
investigation whatsoever of the Business or the information provided
by the Seller and does not warrant the accuracy of completeness of
same. The Buyer acknowledges that the Broker has not verified, and
will not verify, any further representation of the Seller, and should
any such representation be untrue, the Buyer agrees to look solely to
the Seller for any loss or damage resulting therefrom.

5. If the Buyer shall fail for any reason other than the fault of the
Seller to close this sale and to complete the purchase on the closing
date as herein provided, the Seller shall have the right to enforce
this Agreement by any legal or equitable remedies including, without
limitation, by a suit for specific performance and or by an action for
damages for the Buyer's breach of contract in which the Seller shall
be entitled, without limitation, to recovery of Seller's loss of
bargain, to the Seller's consequential damages, and to it liability
for Broker's commissions, and/or at the Seller's option, the Seller
shall have the right to retain all sums paid by the Buyer as
liquidated and agreed pre-estimated damages and not as a penalty all
of the foregoing remedies of the Seller being subject to Seller's
payment of Broker's commissions hereunder. In any action brought by
the Seller as provided in the foregoing sentence and in any other
action brought by the Seller, the Buyer or the Broker to enforce any
rights arising under this Agreement, the party prevailing in such
action shall be entitled to recover its legal fees and disbursements
on a solicitor and client basis and shall also be entitled to all
costs, expenses and legal fees and disbursements to be expended in
collecting the amount owing as aforesaid on a solicitor and client
basis.

<PAGE>

SCHEDULE OF WARRANTIES, REPRESENTATIONS AND COVENANTS
(Page 2 of 6)

6. The Seller acknowledges that the broker has made no representation
concerning the creditworthiness or ability of the Buyer to complete
this transaction, and relies solely on the Buyer's representations
with respect thereto.

7. Prior to the Time of Closing the Buyer shall be at liberty, at his own
expense, to examine the Corporation's title to its real estate and the
books of record of the Corporation. If on or before the Time of
Closing the Buyer notifies the Seller in writing of any defect in the
title or breach of warranty or representations, the Seller may cure
such breach and complete the purchase, or may cancel this contract.
If the Buyer cancels the contract, the Seller shall repay to the Buyer
the deposit paid upon the execution hereof, without deduction or
interest, and neither party shall be under any further liability
hereunder to any other party, except for the obligation of the Buyer
not to divulge or disclose any information with regard to the affairs
of the Corporation obtained as a result of his examination of the
books and records of the Corporation to any other person, firm or
corporation.

The Directors of the Corporation agree to make available to and assist
the Buyer, his auditors, solicitors, representatives and agents from
the date hereof up to the Time of Closing all books and records of the
Corporation including minute books, books of account, all contract and
agreements to which the Corporation is a party and to make such
inventory of stock and examination of the assets and records of the
Corporation as the Buyer may require for the purpose of this
Agreement.

8. The Seller covenants, represents and warrants as follows, and
acknowledges that the Buyer is relying upon such covenants,
representations and warranties in connection with the purchase by the
Buyer of the Purchased Shares.

(a) the Corporation has been incorporated and organized and is in
good standing under the laws of the Province of Incorporation; it
has the corporate power to own or lease its property and to carry
on the Business as now being conducted by it; and is in good
standing and properly licensed in each jurisdiction in which it
does business and has complied with all applicable zoning laws;

(b) the Corporation's Authorized Capital is as stated of which only
the Issued Shares (and no more) have been issued and are
outstanding as fully paid and non-assessable;

(c) all of the Purchased Shares are owned by the Seller and are free
and clear of all options, encumbrances and demands whatsoever and
no person, firm or corporation has any right to or option for any
of the unissued shares of the Corporation;

(d) all Financial Statements have been prepared in accordance with
generally accepted accounting principles applied on a basis
consistent with those of previous years and present fairly;

[i] the assets, liabilities (whether accrued, absolute, contingent or
otherwise), and the financial condition of the Corporation as at
the Reporting Date, and

[ii] the sales, earnings and results of the operations of the
Corporation during the period covered by the Financial
Statements.

The financial position of the Corporation is now and at the Time
of Closing will be at least as good as that shown by or reflected
in the Financial Statements and since the Reporting Date there
has been no adverse change in the business, operations, affairs
or condition of the Corporation, financial or otherwise.

(e) the corporate records and minute books of the Corporation contain
complete and accurate minutes of all meetings of the directors
and shareholders of the Corporation held since the incorporation
of the Corporation and all such meetings were duly called and
held;

<PAGE>

SCHEDULE OF WARRANTIES, REPRESENTATIONS AND COVENANTS
(Page 3 of 6)

(f) [i] no payment or loans have been made or authorized since
the Reporting Date by the Corporation to its officers,
directors, former directors, shareholders or employees,
or to any person or company not dealing at arm's length
(as such term is construed under the Income Tax Act
(Canada)) with any of the foregoing, except in the
ordinary course of business, and at the regular rates
payable to them of salary, pension, bonuses, rents or
other remuneration of any nature,

[ii] the aggregate amount of all remuneration of any nature
paid or payable by the Corporation to or for the
Seller, or persons or companies not dealing at arm's
length (as such term is construed under the Income Tax
Act (Canada)) with him, during the last twelve months
amounted to not more than the Seller's Stated Salary,
and since that date and until the Time of Closing,
payments to them and each of them have been and will be
made at not greater rates,

(g) no capital expenditures have been made or authorized by
the corporation since the Reporting Date, and no
capital expenditures will be made or authorized by the
Corporation after the date hereof and up to the Time of
Closing without the prior written consent of the Buyer;

(h) the Corporation has its property insured against loss
or damage by all insurable hazards or risks on a
replacement cost basis and such insurance coverage will
be continued in full force and effect to and survive
the Time of Closing.

(i) the Corporation does not have any outstanding agreement
(including employment agreements), contract or
commitment, whether written or oral, of any nature or
kind whatsoever, except;

[i] agreements, contracts and commitments in the ordinary
course of business which have not more than two months
to run,

[ii] prepaid service contract on office equipment,

[iii] the employment, service and pension agreements
described in the Schedule of Employment Contracts
hereto, and the Corporation does not have any employee
who cannot be dismissed on not more than one month's
notice without further liability,

[iv] the bonds, debentures and mortgages described in the
Financial Statements hereto,

[v] the lease described in the Schedule of Leases hereto,

[vi] the conditional sales contracts and title retention
agreements described in the Schedule of Insurance
Policies hereto,

[vii] the insurance policies described in the Schedule of
Insurance Policies hereto, and

[viii] the contracts and agreements described in the Schedule
of Contracts hereto,

(aa) there are no actions, suits, proceedings, judgments or
executions pending or threatened against or affecting
the Corporation or the Seller;

(bb) the Corporation is not in default or breach of any
agreements to which it is a party and there exists not
state of facts which after notice or lapse of time or
both would constitute such a default or breach;

(cc) the service marks, trade names, trade marks and
patents, used or required by the Corporation are solely
owned by the Corporation and are duly registered in all
appropriate offices;

<PAGE>

SCHEDULE OF WARRANTIES, REPRESENTATIONS AND COVENANTS
(Page 4 of 6)

(dd) the Corporation is not in arrears in the remittance of
employees' tax deduction, customs duties, sales or
excise tax, has duly filed all tax returns required to
be filed by it and has paid all income and other taxes
which are due and payable;

(ee) the Corporation has no banks, trust companies or
similar institutions in which it has accounts other
than the Corporation's Bank(s), no persons are
authorized to draw thereon or have access thereto other
than the Signing Officers and the Corporation has no
outstanding powers of attorney other than to the
Corporation's Attorneys;

(ff) all facilities and equipment owned and used by the
Corporation in connection with the Business are in good
operating condition and are in a state of good repair
and maintenance;

(gg) the Seller will preserve and maintain the goodwill of
the Corporation;

(hh) all receivables recorded on the books of the
Corporation are bona fide and good and, subject to an
allowance for doubtful accounts taken in accordance
with generally accepted accounting principles,
collectible without set off or counter-claim;

(ii) all vacation pay, bonuses, commissions and other
emoluments are reflected and have been accrued in the
books of account of the Corporation;

(jj) the Seller is resident in Canada within the meaning of
the Income Tax Act (Canada);

(kk) the Seller has no information or knowledge of any facts
relating to the Business or to the Purchased Shares
which, if known to the Buyer, might reasonably be
expected to deter the Buyer from completing the
transaction of purchase and sale herein contemplated;

(ll) there are no material liabilities of the Corporation of
any kind whatsoever, whether or not accrued and whether
or not determined or determinable, in respect of which
the Corporation or the Buyer may become liable on or
after the consummation of the transaction contemplated
by this agreement other than:

[i] liabilities disclosed on, reflected in or provided for
in the Financial Statements,

[ii] liabilities disclosed or referred to in this agreement
or in this agreement or in the Schedule attached
hereto,

[iii] liabilities incurred in the ordinary course of business
and attributable to the period since the Reporting
Date, none of which has been materially adverse to the
nature of the Business, results of operations, assets
financial condition or manner of conducting the
Business,

[iv] if any deficiency, loss or loss of possessions is
discovered in the assets of the Corporation or if any
debt or obligation not disclosed herein is demanded
from the Corporation, the Seller agrees to pay to the
Buyer on behalf of the Corporation, the value of any
deficiency in the assets or the amount of such
liabilities.

9. Upon execution by all parties this Agreement shall be absolutely
binding and full enforceable upon the parties and shall bind and enure
to the benefit of the successors, assigns, personal representatives,
heirs and legatees of the parties hereto.

<PAGE>

SCHEDULE OF WARRANTIES, REPRESENTATIONS AND COVENANTS
(Page 5 of 6)

10. In the event of any dispute prior or subsequent to the closing of this
sale between the Buyer and Seller under this Agreement, the parties
agree to submit the matter to arbitration in accordance with the
following provisions. The party desiring to go to arbitration shall
so notify the other party, concurrently nominating a single
arbitrator. The other party shall nominate a single arbitrator within
ten (10) days of notice from the first party, failing which the single
arbitrator nominated by the first party shall be the sole arbitrator.
If two arbitrators are nominated, they shall nominate a third
arbitrator within ten (10) days after the nomination of the last of
them, failing which either party may apply to a Justice of the Court
of Queen's Bench to name a third arbitrator. Either party may be
represented by legal counsel. The decision of the arbitrator(s) shall
be final and conclusive and the right of appeal is hereby waived. The
Buyer shall not have the right to demand arbitration if he is in
default under this Agreement for payments due on any deferred
indebtedness or assumed balanced owed hereunder.

11. In the event that any of the provisions, or portions thereof, of this
Agreement are held to be unenforceable or invalid by any court of
competent jurisdiction, the validity and enforceability of the
remaining provisions, or portions thereof, shall not be affected
thereby and effect shall be given to the intent manifested by the
provisions, or portions thereof, held to be enforceable and valid.

12. The Seller, with compensation of $4,000.00 per month up to a total of
$16,000.00 collectively, shall familiarize and acquaint the Buyer with
all materials aspects of the Business from the date of closing of this
sale for a period of 4 months or as otherwise mutually agreed upon.

13. The Seller agrees not to compete, directly or indirectly or in any
manner, or engage in the blending of oil field and environmental
chemicals within the province of Alberta; nor aid or assist anyone
else, except the Buyer, to do so within these limits; nor solicit in
any manner any past accounts of the Business; nor have any interest,
directly or indirectly; in such a business, except as an employee of
the Buyer, for a period of five (5) consecutive years from the Time of
Closing. This does not include water treatment for human consumption.

14. This Agreement shall be governed by, construed and enforceable under
the laws of the Province of Alberta and Canada applicable therein.

15. This Agreement constitutes the entire agreement and understanding of
the parties regarding its subject matter and cannot be modified except
in writing executed by all parties hereto. There are no express or
implied warranties, representations or covenants relating to this
transaction except as expressly set forth or incorporated herein.

16. The Buyer warrants to the Seller that it is not and will not on the
closing date be a person to whom any Federal or Provincial legislation
regulating foreign ownership or investment applies.

17. The Buyer and the Seller agree on or prior to closing to execute and
deliver to the Broker a valid and binding release and indemnification
agreement in the form attached as a schedule to this Agreement.

<PAGE>

SCHEDULE OF WARRANTIES, REPRESENTATIONS AND COVENANTS
(Page 6 of 6)

18. The Buyer and Seller hereby irrevocable assigns to the Broker out of
all sums now or which may hereafter become due and payable to the
Seller by virtue of this Agreement an amount equal to the commission
payable by the Seller to the Broker, pursuant to the Seller's
Acceptance section of this Agreement. Upon the Deposit being
releasable to the Seller pursuant to the terms of this Agreement, the
Deposit shall apply firstly to pay the Commission and the Seller,
authorizes VESTITURE CORPORATION to deduct the commission from the
deposit if the Deposit held by VESTITURE CORPORATION; or if the
Deposit is insufficient to fully pay the Commission the Seller
authorizes and directs the Seller's solicitor to withhold such amounts
as are necessary from the sale proceeds equal to the Commission that
remains outstanding after any payment of a portion of the commission
from the Deposit, (the "Outstanding Commission"), and to pay from the
sale proceeds the Outstanding Commission to VESTITURE CORPORATION.

19. All warranties and representations in this Agreement, including its
Schedules shall be deemed to be repeated on and as of the Time of
Closing and shall not merge in but shall survive the closing of this
sale. All notices or other communications hereunder may be made,
without limitation, by delivery to the addresses of the Buyer and
Seller on page 1 of this Agreement and copies shall concurrently be
delivered to the Broker at its address shown on page 1 of this
Agreement.

20. OTHER PROVISIONS:
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________.

THE ABOVE PROVISIONS ARE HEREBY APPROVED AND ACCEPTED.

DATE: August 28, 1996 DATE:____________________________

BUYERS: SELLERS:

WOLF EXPLORATIONS INC. 418297 ALBERTA LTD. O/A
CALGARY CHEMICAL

Per:_____________________________ Per:___________________________________
Blair Coady, CEO & President

MR. BILL BELL

___________________________________

MR. J.T. BELL

___________________________________

VESTITURE CORPORATION VESTITURE CORPORATION

_________________________(WITNESS) ______________________________(WITNESS)
DULY AUTHORIZED REPRESENTATIVE DULY AUTHORIZED REPRESENTATIVE

<PAGE>

Schedule "B" attached to and part of a Share Purchase Agreement dated
August 28, 1996 between:

MR. BILL BELL AND MR. J.T. BELL
(Sellers)

- and -

WOLF EXPLORATIONS INC.
(Buyer)

SCHEDULE OF TERMS

The following underlined terms have the following meaning in this
Agreement.

1. The Corporation is 418297 Alberta Ltd.

2. The Purchased Shares are 100% of the Issued Shares of the Corporation.

3. Province of Incorporation means the Province of Alberta.

4. Authorized Capital of the Corporation consists of:

Unlimited number of Class "A" Common Voting Shares
Unlimited number of Class "B" Common Voting Shares
Unlimited number of Class "C" Common Voting Shares
Unlimited number of Class "D" Common Non-Voting Shares
Unlimited number of Class "E" Common Non-Voting Shares
Unlimited number of Class "F" Common Non-Voting Shares
Unlimited number of Class "G" Preferred Shares
Unlimited number of Class "H" Preferred Shares
Unlimited number of Class "I" Preferred Shares

5. The Issued Shares of the Corporation consists of 100 Class "A" Common
Voting shares.

6. The Financial Statements of the Corporation are its 1996 financial
statements.

7. The Reporting Date under the Financial Statements is July 31, 1996.

8. The Seller's Stated Salary is collectively $113,000 per annum.

9. The Corporation's Bank(s) is/are CIBC, 6009 - 58th Avenue S.E.,
Calgary, Alberta.

10. The Signing Officers authorized to draw on the Corporation's accounts
are Bill Bell and J.T. Bell.

11. The persons, firms, corporation or business organizations holding any
powers of attorney from the Corporation ("Attorneys") are: N/A as of
August 28, 1996.

12. The Time of Closing is 12 O'Clock Midnight, September 30, 1996.

DATED: August 28, 1996

BUYERS: SELLERS:

WOLF EXPLORATIONS INC. 418297 ALBERTA LTD. O/A
CALGARY CHEMICAL

Per:_____________________________ Per:___________________________________
Blair Coady, CEO & President
MR. BILL BELL
___________________________________

MR. J.T. BELL
___________________________________

VESTITURE CORPORATION VESTITURE CORPORATION

_________________________(WITNESS) ______________________________(WITNESS)
DULY AUTHORIZED REPRESENTATIVE DULY AUTHORIZED REPRESENTATIVE

<PAGE>

Schedule "C" attached to and part of Share Purchase Agreement dated August
28, 1996.

BILL BELL AND MR. J.T. BELL
(Sellers)

- and -

WOLF EXPLORATIONS INC.
(Buyer)

SCHEDULE OF CLOSING DOCUMENTS

1. Certificates for the Purchased Shares to be duly endorsed in blank of
transfer, with signatures guaranteed by a bank or member of an
exchange, in good street form;

2. All minute books, books of account and other books, records and
documents relating to the Corporation's business and affairs;

3. Resignations of all the directors and officers of the Corporation
effective upon acceptance by the board;

4. General release by each director and officer completely releasing all
claims against the Corporation as such officer, director, shareholder,
employee or otherwise.

BUYERS: SELLERS:

WOLF EXPLORATIONS INC. 418297 ALBERTA LTD. O/A
CALGARY CHEMICAL

Per:______________________________ Per:___________________________________
Blair Coady, CEO & President

MR. BILL BELL

___________________________________

MR. J.T. BELL

___________________________________

VESTITURE CORPORATION VESTITURE CORPORATION

_________________________(WITNESS) ______________________________(WITNESS)
DULY AUTHORIZED REPRESENTATIVE DULY AUTHORIZED REPRESENTATIVE

<PAGE>

Schedule "D" attached to and part of Share Purchase Agreement dated August
28th, 1996.

Between:

MR. BILL BELL AND MR. J.T. BELL
(Sellers)

- and -

WOLF EXPLORATIONS INC.
(Buyer)

VENDOR TAKE-BACK
LOAN AGREEMENT

The Seller agrees to provide the Buyer with a One Hundred Fifty Thousand
($150,000.00) loan on the following terms and conditions:

AMOUNT: $150,000.00

TERM: 16 Months

PAYMENTS: $10,000.00 per month payable monthly in arrears

SECURITY: Subordinate to that of the bank financing requirements.

CONVERSION: At the option of the Seller, they may 6 or 12 months from
the closing date, convert the balance of the Vendor Take-Back
dollar amount into common shares of the Buyer at a
ratio of 1.2 times the first private or public placement
price.

EARLY PAYOUT
PROVISION: The Buyer may, given 30 days notice, pay-out the balance of
the debt then outstanding. The Seller has the option to
convert that debt, at date of notice, to shares in the Buyer
as per the conversion clause.

BUYERS: SELLERS:

WOLF EXPLORATIONS INC. 418297 ALBERTA LTD. O/A
CALGARY CHEMICAL

Per:______________________________ Per:___________________________________
Blair Coady, CEO & President

MR. BILL BELL

___________________________________

MR. J.T. BELL

___________________________________

VESTITURE CORPORATION VESTITURE CORPORATION

_________________________(WITNESS) ______________________________(WITNESS)
DULY AUTHORIZED REPRESENTATIVE DULY AUTHORIZED REPRESENTATIVE

EXHIBIT 3.1

Filed
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JAN 24 1996

ARTICLES OF INCORPORATION

Wolf Exploration Inc.

KNOW ALL MEN BY THESE PRESENTS:

That we the undersigned, have this day voluntarily associated
ourselves together for the purpose of forming a corporation under the
laws of the State of Nevada and do hereby certify:

The name of this corporation is:

Wolf Exploration Inc.

The resident agent of said corporation shall be PACIFIC CORPORATE
SERVICES COMPANY, 7631 Bermuda Road, Las Vegas, NV 89123 and such other
offices as may be determined by the By-Laws in and outside the State of
Nevada.

The objects to be transacted, business and pursuit and nature of the
business, promoted or carried on by this corporation are and shall
continue to be engaged in any lawful activity.

The members of the governing board shall be styled Directors and the
first Board of Directors shall consist of one (1). The number of
stockholders of said corporation shall consist of one (1). The number of
directors and shareholders of this corporation may, from time to time, be
increased or decreased by an amendment to the By-Laws of this corporation
in that regard, and without the necessity of amending these Articles of
Incorporation. The name and address of the first Board of Directors and
of the Incorporator signing these Articles as follows:

<PAGE>

Douglas McClean Suite 307-19533 Fraser Hwy.
Surrey B.C. Canada
V3S-6K7

The Corporation is to have perpetual existence.

The total authorized capitalization of this Corporation shall be and
is the sum of 200,000,000 shares Common Stock at $0.00l par value, said
stock to carry full voting power and the said shares shall be issued
fully paid at such time as the Board of Directors may designate in
exchange for cash, property, or services, the stock of other corporations
or other values, rights, or things, and the judgement of the Board of
Directors as to the value thereof shall be conclusive.

The capital stock shall be and remain non-assessable. The private
property of the stockholders shall not be liable for the debts or
liabilities of the Corporation.

IN WITNESS WHEREOF, I have set my hand this 23rd day of January, 1996.

/s/ DOUGLAS MCCLEAN
----------------------------------
Douglas McClean

EXHIBIT 3.2

BYLAWS
OF

WOLF EXPLORATION INC.

A Nevada Corporation

ARTICLE 1
---------
OFFICES

SECTION 1. The registered office of this corporation shall be in
the County of Clark, State of Nevada.

SECTION 2. The corporation may also have offices at such other
places both within and without the State of Nevada as the Board of
Directors may from time to time determine or the business of the
corporation may require.

ARTICLE 2
---------

MEETINGS OF STOCKHOLDERS

SECTION 1. All annual meetings of the stockholders shall be held
at the registered office of the corporation or at such other place within
or without the State of Nevada as the Directors shall determine. Special
meetings of the stockholders may be held at such time and place within or
without the State of Nevada as shall be stated in the notice of the
meeting, or in a duly executed waiver of notice thereof.

SECTION 2. Annual meetings of the stockholders, commencing with
the year 1997, shall be held on the 26TH day of January each year if not
a legal holiday and, if a legal holiday, then on the next secular day
following, or at such other time as may be set by the Board of Directors
from time to time, at which the stockholders shall elect by vote a Board
of Directors and transact such other business as may properly be brought
before the meeting.

SECTION 3. Special meetings of the stockholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the president or the Secretary by
resolution of the Board of Directors or at the request in writing of
stockholders owning a majority in amount of the entire capital stock of
the corporation issued and outstanding and entitled to vote. Such request
shall state the purpose of the proposed meeting.

SECTION 4. Notices of meetings shall be in writing

<PAGE>

and signed by the President or Vice-President or the Secretary or an
Assistant Secretary or by such other person or persons as the Directors
shall designate. Such notice shall state the purpose or purposes for
which the meeting is called and the time and the place, which may be
within or without this State, where it is to be held. A copy of such
notice shall be either delivered personally to or shall be mailed,
postage repaid, to each stockholder of record entitled to vote at such
meeting not less than ten nor more than sixty days before such meeting.
If mailed, it shall be directed to a stockholder at his address as it
appears upon the records of the corporation and upon such mailing of any
such notice, the service thereof shall be complete and the time of the
notice shall begin to run from the date upon which such notice is
deposited in the mail for transmission to such stockholder. Personal
delivery of any such notice to any officer of a corporation or
association, or to any member of a partnership shall constitute delivery
of such notice to such corporation, association or partnership. In the
event of the transfer of stock after delivery of such notice of and prior
to the holding of the meeting it shall not be necessary to deliver or
mail notice of the meeting to the transferee.

SECTION 5. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

SECTION 6. The holders of a 10% of the stock issued and
outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided
by statute or by the Articles of Incorporation. If, however, such quorum
shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote there at, present in person or
represented by proxy, shall have power to adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting at
which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

SECTION 7. When a quorum is present or represented at any
meeting, the vote of the holders of a 10% of the stock having voting
power present in person or represented by proxy shall be sufficient to
elect directors or to decide any question brought before such meeting,
unless the question is one upon which by express provision of the
statutes or of the Articles of Incorporation, a different vote shall
govern and control the decision of such question.

SECTION 8. Each stockholder of record of the corporation shall
be entitled at each meeting of stockholders to one vote for each share of
stock standing in his name of the books of the corporation. Upon the
demand of any stockholder, the vote for Directors and the vote upon any
question before

<PAGE>

the meeting shall be by ballot.

SECTION 9. At any meeting of the stockholders any stockholder
may be represented and vote by a proxy or proxies appointed by an
instrument in writing. In the event that any such instrument in writing
shall designate two or more persons to act as proxies, a majority of such
persons present at the meeting, or, if only one shall be present, then
that one shall have and may exercise all of the powers conferred by such
written instrument upon all of the persons so designated unless the
instrument shall otherwise provide. No proxy or power of attorney to vote
shall be used to vote at a meeting of the stockholders unless it shall
have been filed with the secretary of the meeting when required by the
inspectors of election. All questions regarding the qualifications of
voters, the validity of proxies and the acceptance of or rejection of
votes shall be decided by the inspectors of election who shall be
appointed by the Board of Directors, or if not so appointed, then by the
presiding officer of the meeting.

SECTION 10. Any action which may be taken by the vote of the
stockholders at a meeting may be taken without a meeting if authorised by
the written consent of stockholders holding at least a majority of the
voting power, unless the provisions of the statutes or of the Articles of
Incorporation require a greater proportion of voting power to authorise
such action in which case such greater proportion of written
consents shall be required.

ARTICLE 3
---------

DIRECTORS

SECTION 1. The business of the corporation shall be managed by
it's Board of Directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute
or by the Articles of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.

SECTION 2. The number of Directors which shall constitute the
whole board shall be Three. The number of Directors may from time to time
be increased or decreased to not less than one nor more than fifteen by
action of the Board of Directors. The Directors shall be elected at the
annual meeting of the stockholders and except as provided in section 2 of
this Article, each Director elected shall hold office until his successor
is elected and qualified. Directors need not be stockholders.

SECTION 3. Vacancies in the Board of Directors including those
caused by an increase in the number of directors, may be filled by a
majority of the remaining Directors, though less than a quorum, or by a
sole remaining Director, and each Director so elected shall hold office
until his successor is elected at an annual or a special meeting of

<PAGE>

the stockholders. The holders of a two-thirds of the outstanding shares
of stock entitled to vote may at any time peremptorily terminate the term
of office of all or any of the Directors by vote at a meeting called for
such purpose or by a written statement filed with the secretary or, in
his absence, with any other officer. Such removal shall be effective
immediately, even if successors are not elected simultaneously and the
vacancies on the Board of Directors resulting therefrom shall only be
filled from the stockholders.

A vacancy or vacancies in the Board of Directors shall be deemed to
exist in case of the death, resignation or removal of any Directors, or
if the authorised number of Directors be increased, or if the
stockholders fail at any annual or special meeting of stockholders at
which any Director or Directors are elected to elect the full authorised
number of Directors to be voted for at that meeting.

The stockholders may elect a Director or Directors at any time to
fill any vacancy or vacancies not filled by the Directors. If the Board
of Directors accepts the resignation of a Director tendered to take
effect at a future time, the Board or the stockholders shall have power
to elect a successor to take office when the resignation is to become
effective.

No reduction of the authorised number of Directors shall have the
effect of removing any Director prior to the expiration of his term of
office.

ARTICLE 4
---------

MEETINGS OF THE BOARD OF DIRECTORS

SECTION 1. Regular meetings of the Board of Directors shall be
held at any place within or without the State which has been designated
from time to time by resolution of the Board or by written consent of all
members of the Board. In the absence of such designation regular meeting
shall be held at the registered office of the corporation. Special
meetings of the Board may be held either at a place so designated or at
the registered office.

SECTION 2. The first meeting of each newly elected Board of
Directors shall be held immediately following the adjournment of the
meeting of stockholders and at the place thereof. No notice of such
meeting shall be necessary to the directors in order legally to
constitute the meeting, provided a quorum be present. In the event such
meeting is not so held, the meeting may be held at such time and place as
shall be specified in a notice given hereinafter provided for special
meetings of the Board of Directors.

SECTION 3. Regular meetings of the Board of Directors may be
held without call or notice at such time and at such place as shall form
time to time be fixed and determined by the Board of Directors.

<PAGE>

SECTION 4. Special meetings of the Board of Directors may be
called by the Chairman or the President or by the Vice-President or by
any two directors.

Written notice of the time and place of special meetings shall be
delivered personally to each director, or sent to each director by mail
or by other form of written communication, charges prepaid, addressed to
him at his address as it is shown upon the records or is not readily
ascertainable, at the place in which the meetings of the directors are
regularly held. In case such notice is mailed or telegraphed, it shall be
deposited in the United States mail or delivered to the telegraph company
at least forty-eight (48) hours prior to the time of the holding of the
meeting. In case such notice is delivered as above provided, it shall be
so delivered at least twenty-four (24) hours prior to the time of
the holding of the meeting. Such mailing, telegraphing or delivery as
above provided shall be due, legal and personal notice to such director.

SECTION 5. Notice of the time and place of holding an adjourned
meeting need not be given to the absent directors if the time and place
be fixed at the meeting adjourned.

SECTION 6. The transaction of any meeting of the Board of
Directors, however called and noticed or wherever held, shall be as valid
as though had at a meeting duly held after regular call and notice, if a
quorum be present and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, or a consent to
holding such meeting, or an approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporate records
or made a part of the minutes of the meeting.

SECTION 7. A majority of the authorised number of directors
shall be necessary to constitute a quorum for the transaction of
business, except to adjourn as hereinafter provided. Every act or
decision done or made by a majority of the directors present at a meeting
duly held at which a quorum is present shall be regarded as the act of
the Board of Directors, unless a greater number be required by law or by
the Articles of Incorporation. Any action of a majority, although not at
a regularly called meeting, and the record thereof, if assented to in
writing by all of the other members of the Board shall be as valid and
effective in all respects as if passed by the Board in regular meeting.

SECTION 8. A quorum of the directors may adjourn any directors
meeting to meet again at stated day and hour; provided, however, that in
the absence of a quorum, a majority of the directors present at any
directors meeting, either regular or special, may adjourn from time to
time until the time fixed for the next regular meeting of the Board.

<PAGE>

ARTICLE 5
---------

COMMITTEES OF DIRECTORS

SECTION 1. The Board of Directors may, by resolution adopted by
a majority of the whole Board, designate one or more committees of the
Board of Directors, each committee to consist of two or more of the
directors of the corporation which, to the extent provided in the
resolution, shall and may exercise the power of the Board of Directors in
the management of the business and affairs of the corporation and may
have power to authorise the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such
name or names as may be determined from time to time by the Board of
Directors. The members of any such committee present at any meeting and
not disqualified from voting may, whether or not they constitute a
quorum, unanimously appoint another member of the Board of Directors to
act at the meeting in the place of any absent or disqualified member. At
meetings of such committees, a majority of the members or alternate
members at any meeting at which there is a quorum shall be the act of the
committee.

SECTION 2. The committee shall keep regular minutes of their
proceedings and report the same to the Board of Directors.

SECTION 3. Any action required or permitted to betaken at any
meeting of the Board of Directors or of any committee thereof may be
taken without a meeting if a written consent thereto is signed by all
members of the Board of Directors or of such committee, as the case may
be, and such written consent is filed with the minutes of proceedings of
the Board or committee.

ARTICLE 6
--------

COMPENSATION OF DIRECTORS

SECTION 1. The directors may be paid their expenses of
attendance at each meeting of the Board of Directors and maybe paid a
fixed sum for attendance at each meeting of the Board of Directors or a
stated salary as director. No such payment shall preclude any director
from serving the corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be
allowed like reimbursement and compensation for attending committee
meetings.

ARTICLE 7
---------

NOTICES

SECTION 1. Notices to directors and stockholders shall be in
writing and delivered personally or mailed to the directors or
stockholders at their addresses appearing on the

<PAGE>

books of the corporation. Notice by mail shall be deemed to be given at
the time when the same shall be mailed. Notice to directors may also be
given by telegram.

SECTION 2. Whenever all parties entitled to vote at any meeting,
whether of directors or stockholders, consent, either by a writing on the
records of the meeting or filed with the secretary, or by presence at
such meeting and oral consent entered on the minutes, or by taking part
in the deliberations at such meeting without objection, the doings of
such meeting shall be as valid as if had at a meeting regularly called
and noticed, and at such meeting any business may be transacted which is
not excepted from the written consent to the consideration of which no
object for want of notice is made at the time, and if any meeting be
irregular for want of notice or of such consent, provided a quorum was
present at such meeting, the proceedings of said meeting may be ratified
and approved and rendered likewise valid and the irregularity or defect
therein waived by a writing signed by all parties having the right to
vote at such meeting; and such consent or approval of stockholders may be
by proxy or attorney, but all such proxies and powers of attorney must be
in writing.

SECTION 3. Whenever any notice whatever is required to be given
under the provisions of the statutes, of the Articles of Incorporation or
of these Bylaws, a waiver thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.

ARTICLE 8
---------

OFFICERS

SECTION 1. The officers of the corporation shall be chosen by
the Board of Directors and shall be a President, a Secretary and a
Treasurer. Any person may hold two or more offices.

SECTION 2. The Board of Directors at it's first meeting after
each annual meeting of stockholders shall choose a Chairman of the Board
who shall be a director, and shall choose a President, a Secretary and a
Treasurer, none of whom need be directors.

SECTION 3. The Board of Directors may appoint a Vice-Chairman of
the Board, Vice-Presidents and one or more Assistant Secretaries and
Assistant Treasurers and such other officers and agents as it shall deem
necessary who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to
time by the Board of Directors.

SECTION 4. The salaries and compensation of all officers of the
corporation shall be fixed by the Board of Directors.

<PAGE>

SECTION 5. The officers of the corporation shall hold office at
the pleasure of the Board of Directors. Any officer elected or appointed
by the Board of Directors may be removed any time by the Board of
Directors. Any vacancy occurring in any office of the corporation by
death, resignation, removal or otherwise shall be filled by the Board of
Directors.

SECTION 6. The CHAIRMAN OF THE BOARD shall, preside at meetings
of the stockholders and the Board of Directors, and shall see that all
orders and resolutions of the Board of Directors are carried into effect.

SECTION 7. The VICE-CHAIRMAN shall, in the absence or disability
of the Chairman of the Board, perform the duties and exercise the powers
of the Chairman of the Board and shall perform other such duties as the
Board of Directors may from time to time prescribe.

SECTION 8. The PRESIDENT shall be the chief executive officer of
the corporation and shall have active management of the business of the
corporation. He shall execute on behalf of the corporation all
instruments requiring such execution except to the extent the signing and
execution thereof shall be expressly designated by the Board of Directors
to some other officer or agent of the corporation.

SECTION 9. The VICE-PRESIDENT shall act under the direction of
the President and in the absence or disability of the President shall
perform the duties and exercise the powers of the President. They shall
perform such other duties and have such other powers as the President or
the Board of Directors may from time to time prescribe. The Board of
Directors may designate one or more Executive Vice-Presidents or may
otherwise specify the order of seniority of the Vice-Presidents. The
duties and powers of the President shall descend to the Vice-Presidents
in such specified order of seniority.

SECTION 10. The SECRETARY shall act under the direction of the
President. Subject to the direction of the President he shall attend all
meetings of the Board of Directors and all meetings of the stockholders
and record the proceedings. He shall perform like duties for the standing
committees when required. He shall give, or cause to be given, notice of
all meetings of the stockholders and special meetings of the Board of
Directors, and will perform other such duties as may be prescribed by the
President or the Board of Directors.

SECTION 11. The ASSISTANT SECRETARIES shall act under the
direction of the President. In order of their seniority, unless otherwise
determined by the President or the Board of Directors, they shall, in the
absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary. They shall perform other such duties and
have such other powers as the President or the Board of Directors may
from time to time prescribe.

<PAGE>

may from time to time prescribe.

SECTION 12. The TREASURER shall act under the direction of the
President. Subject to the direction of the President he shall have
custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all monies and other valuable effects in
the name and to the credit of the corporation in such depositories as may
be designated by the Board of Directors. He shall disburse the funds of
the corporation as may be ordered by the President or the Board of
Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at it's regular
meetings, or when the Board of Directors so requires, an account of all
his transactions as Treasurer and of the financial condition of the
corporation.

SECTION 13. If required by the Board of Directors, he shall give
the corporation a bond in such sum and with such surety as shall be
satisfactory to the Board of Directors for the faithful performance of
the duties of his office and for the restoration to the corporation., in
case of his death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in his
possession or under his control belonging to the corporation.

SECTION 14. The ASSISTANT TREASURER in the order of their
seniority, unless other wise determined by the President or the Board of
Directors, shall, in the absence or disability of the. Treasurer,
perform the duties and exercise the powers of the Treasurer. They shall
perform such other duties and have such other powers as the President or
the Board of Directors may from time to time prescribe.

ARTICLE 9
---------

CERTIFICATES OF STOCK

SECTION 1. Every stockholder shall be entitled to have a
certificate signed by the President or a Vice-President and the Treasurer
or an Assistant Treasurer, or the Secretary or an Assistant Secretary of
the corporation, certifying the number of shares owned by him in the
corporation. If the corporation shall be authorised to issue more than
one class of stock or more than one series of any class, the
designations, preferences and relative, participating, optional or other
special rights of the various classes of stock or series thereof and the
qualifications, limitations or restrictions of such rights, shall be set
forth in full or summarised on the face or back of the certificate which
the corporation shall issue to represent such stock.

SECTION 2. If a certificate is signed (a) by a transfer agent
other than the corporation or it's employees or (b) by a registrar other
than the corporation or it's

<PAGE>

employees, the signatures of the officers of the corporation may be
facsimiles. In case any officer who has signed or whose facsimile
signature has been placed upon a certificate shall cease to be such
officer before such certificate is issued, such certificate may be issued
with the same effect as though the person had not ceased to be such
officer. The seal of the corporation, or a facsimile thereof, may, but
need not be, affixed to certificates of stock.

SECTION 3. The Board of Directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or
destroyed upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost or destroyed. When
authorising such issue of a new certificate or certificates, the Board of
Directors may, in it's discretion and as a condition precedent to the
issuance thereof, require the owner of such lost or destroyed certificate
or certificates, or his legal representative, to advertise the same in
such manner as it shall require and/or give the corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged to have
been lost or destroyed.

SECTION 4. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation, if it is satisfied
that all provisions of the laws and regulations applicable to the
corporation regarding transfer and ownership of shares have been complied
with, to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon it's books.

SECTION 5. The Board of Directors may fix in advance a date not
exceeding sixty (60) days nor less than ten (10) days preceding the date
of any meeting of stockholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect,
or a date in connection with obtaining the consent of stockholders for
any purpose, as a record date for the termination of the stockholders
entitled to notice of and to vote at any such meeting, and any
adjournment thereof, or entitled to receive payment of any such dividend,
or to give such consent, and in such case, such stockholders, and only
such stockholders as shall be stockholders of record on the date so
fixed, shall be entitled to notice of and to vote at such meeting, or any
adjournment thereof, or to receive such payment of dividend, or to
receive such allotment of rights, or to exercise such rights, or to give
such consent, as the case may be, notwithstanding any transfer of any
stock on the books of the corporation after any such record date fixed as
aforesaid.

SECTION 6. The corporation shall be entitled to recognise the
person registered on it's books as the owner of shares to be the
exclusive owner for all purposes including

<PAGE>

voting and dividends, and the corporation shall not be bound to recognise
any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of Nevada.

ARTICLE 10
---------

GENERAL PROVISIONS

SECTION 1. Dividends upon the capital stock of the corporation,
subject to the provisions of the Articles of Incorporation, if any, may
be declared by the Board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property or in shares
of the capital stock, subject to the provisions of the Articles of
Incorporation.

SECTION 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such
sum or sums as the directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies,
or for equalising dividends or for repairing or maintaining any property
of the corporation or for such other purpose as the directors shall think
conducive to the interest of the corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

SECTION 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time
designate.

SECTION 4. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

SECTION 5. The corporation may or may not have a corporate seal,
as may be from time to time be determined by resolution of the Board of
Directors. If a corporate seal is adopted, it shall have inscribed
thereon the name of the corporation and the words "Corporate Seal" and
"Nevada". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

ARTICLE 11
----------

INDEMNIFICATION

Every person who was or is a party or is a threatened to be made a
party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he
or a person of whom he is the legal representative is or was a director
or officer of the corporation or is or was serving at the request of the
corporation or for it's benefit as a director or officer

<PAGE>

of another corporation, or as its representative in a partnership, joint
venture, trust or other enterprise, shall be indemnified and held
harmless to the fullest extent legally permissible under General
Corporation Law of the State of Nevada time to time against all expenses,
liability and loss (including attorney's fees, judgements, fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered
by him in connection therewith. The expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must
be paid by the corporation as they are incurred and in advance of the
final disposition of the action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay the
amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the
corporation. Such right of indemnification shall be a contract right
which may be enforced in any manner desired by such person. Such right of
indemnification shall not be exclusive of any other right which such
directors, officers or representatives may have or hereafter acquire and,
without limiting the generality of such statement, they shall be entitled
to their respective rights of indemnification under any bylaw, agreement,
vote of stockholders, provision of law or otherwise, as well as their
rights under this Article.

The Board of Directors may cause the corporation to purchase and
maintain insurance on behalf of any person who is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, or as it's
representative in a partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred in any
such capacity or arising out of such status, whether or not the
corporation would have the power to indemnify such person.

The Board of Directors may from time to time adopt further Bylaws
with respect to indemnification and amend these and such Bylaws to
provide at all times the fullest indemnification permitted by the General
Corporation Law of the State of Nevada.

ARTICLE 12

AMENDMENTS

SECTION 1. The Bylaws may be amended by a majority vote of all
the stock issued and outstanding and entitled to vote at any annual or
special meeting of the stockholders, provided notice of intention to
amend shall have been contained in the notice of the meeting.

SECTION 2. The Board of Directors by a majority vote of the
whole Board at any meeting may amend these Bylaws, including Bylaws
adopted by the stockholders, but the

<PAGE>

provisions of the Bylaws which shall not be amended by the Board of
Directors.

APPROVED AND ADOPTED this 26th day of January 1996.

CERTIFICATE OF SECRETARY
------------------------

I, Douglas McClean, hereby certify that I am the Secretary of WOLF
EXPLORATION INC., and the foregoing Bylaws, consisting of 14 pages,
constitute the code of Bylaws of Wolf Exploration Inc., as duly adopted
at a regular meeting of the Board of Directors of the corporation held
26th January, 1996.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 26th
January, 1996.

/s/
------------------------------------
Secretary

EXHIBIT 10.1

AGREEMENT OF ENGAGEMENT

This AGREEMENT is made as of this 1st. day of October, 1996, by and
between Wolf Industries Inc., a Nevada Corporation with principal offices
located at 402O-7th Street S.E Calgary, Alberta, T2G 2Y8 and Blair Coady
of Calgary, Alberta, or his assigns.

NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:

1. ENGAGEMENT. Wolf Industries Inc. hereby engages the services of Blair
Coady which services shall include the have vested in them the powers
duties and responsibilities vested in the position of President, Chief
Executive Officer and Secretary of the Corporation. The duties of this
position shall largely be involved with the development, staffing and
executive management of the operation of the Corporation's business and
the the attendant responsiblities thereof. Blair Coady agrees that he
shall industriously at all times and to the best of his ability,
experience, talents and capacity and to the reasonable satisfaction of
the Board of Directors provide all such services and accomplish all such
duties normally associated with this position.

2. COMPENSATION AND BENEFITS. Remuneration for services rendered shall
be set at US$4,380.00 per month for the first six months, at which time
subject to a review by the Board of Directors at that time and every six
months thereafter, may be adjusted as deemed suitable in the
circumstances then present, but shall not be less that US$4,380.00 per
month and three weeks paid vacation per annum at any time during the term
of this agreement. Additionally, during the term of this agreement
entitlement to participation in any group benefit plans or other programs
that way exist or be established by Wolf Industries Inc. and or its
Subsidiary(s) from time to time is hereby granted and may be exercised at
the option of Blair Coady.

3. CONFIDENTIALITY. Information acquired by Blair Coady concerning
matters which are confidential to the Corporation and or its
subsidiary(s) is the exclusive property of the said entitlies.
"CONFIDENTIAL INFORMATION" means all information acquired directly or
indirectly concerning the Corporation and its subsidiary(s) except:

(a) Information possessed prior to the term of this Agreement.
(b) Information in the public domain.
(c) Information which after receipt or acquisition of same, became a
part of the public domain through no act of Blair Coady.
(d) Information which subsequent to receipt or acquisition thereof is
lawfully obtained from a third party, without restriction on
disclosure provided, then making the disclosure, such third party is
not in breach of any obligation of confidentiality with respect to
such information. Not withstanding any other
64

<PAGE>

provision of this Agreement, the provisions of this paragraph shall
survive the termination of this Agreement.

4. NON COMPETITION. Throughout the term of this Agreement and for a
period of two years after the termination of this Agreement Blair Coady
will not undertake or indulge in any of the following activities:

(a) Engage in any business activities that are in competition with the
Corporation and or its subsidiary(s).
(b) Make use of any information or technical knowledge concerning the
Corporation and or its subsidiary(s), that is not already in the
public domain, other than in the normal course of business in
carrying out the duties of the position described herein during the
term of this Agreement or subsequent to the termination of this
Agreement.

5. TERM OE AGREEMENT. This Agreement shall be effective as of October 1,
1996 (Effective Date). This Agreement shall continue for an initial term
of Sixty (60) months, unless terminated in accordance with the provisions
contained herein. Should this Agreement not have been terminated prior
to the end of the initial term, this Agreement may be extended for a
period of one (1) year, at the sole discretion of Blair Coady. Any such
extension to be described in writing no less than three (3) calendar
months prior to the end of the initial term.

6. TERMINATION. This Agreement may be terminated prior to the end of the
initial term or extended in any one of the following ways:

(a) By mutual agreement of Wolf Industries Inc. and Blair Coady.
(b) Upon resignation of Blair Coady.
(c) At the option of Wolf Industries Inc. with cause, due to neglect of
duties, failure to devote time and attention to the interests of the
Corporation, the commission of any act chargeable as a felony
against the Corporation, shall be examples but not exclusive reasons
to terminate this Agreement.
(d) At the option of Blair Coady, after not less than thirty (30) days
written notice, if it is not in his best interest to continue due to
health, as determined by his Physician(s). Not withstanding such
termination, such termination shall not affect any benefits that
shall have accrued in favour of Blair Coady prior to such
termination.

7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
legal representatives, successors and assigns. The services rendered
hereunder are individual and personal and performance of such services
shall not be rendered on behalf of Blair Coady without prior written
consent of Blair Coady. Should the Corporation and or its subsidiary(s)
be purchased by another person(s) company or group and or should
effective control of the Corporation and or its subsidiary change hands,
Blair Coady at his option may elect to have the remaining term of this
Agreement bought out on mutually agreeable terms, thereby effecting his
immediate resignation or elect to

<PAGE>

remain in the position under the terms of this Agreement ongoing. In
either circumstance any benefits that shall have accrued in favour of
Blair Coady shall remain in full force and effect. Further Blair Coady
shall have the right to assign this Agreement as he may deem appropriate
in the circumstance, in order to effect his work, estate and tax
planning.

8. ENTIRE AGREEMENT. Except as otherwise set forth herein, this
Agreement constitutes the entire Agreement between the parties with
respect to the subject matter hereof and supercedes all prior
understandings, if any, not made part hereof. No representation or
warranty herein may be relied upon by any person, firm, or corporation,
except as contained herein, other than the parties to this Agreement.

9. FURTHER ASSURANCES. The parties agree to do such further acts and
things and to execute and deliver such additional agreements and
instruments as any party may reasonably require to consumate, evidence or
confirm any agreement contained herein in the manner contemplated hereby.

10. CONSTRUCTION. This Agreement shall be construed according to its
fair meaning and neither for or against any party thereof.

11. MODIFICATION. Any modification or waiver of any term of this
Agreement, including a modification or waiver of this term, must be in
writing and signed by the parties to be bound by the modification or
waiver.

12. SEVERABILITY. In the event any portion of this Agreement shall be
declared by any court of competent jurisdiction to be invalid, illegal,
or unenforceable, such portion shall be deemed severed from this
Agreement, and the remaining parts hereof shall remain in full force and
effect.

13. GOVERNING LAW. This Agreement shall be governed in accordance with
the laws of the Provence of Alberta.

14. ARBITRATION. All disputes arising out of or relating to this
Agreement shall be determined and settled by arbitration in the Provence
of Alberta, should any matter arising out of or relating to this
Agreement not be able to be resolved other than by arbitration. the
arbitration shall be done in accordance with the then existing applicable
rules of the Alberta Arbitration Association.

15. NOTICES. Any notice or communication given under the terms of this
Agreement ("NOTICE") shall be in writing and shall be delivered in person
or mailed by registered mail to the appropriate party addressed as
follows:
66

<PAGE>

TO: Wolf Industries Inc.
4020-7th Street S.E.
Calgary, Alberta
T2G 2Y3

TO: Blair Coady
72 Sunvalley Drive S.E
Calgary, Alberta
T2X 1W2.

Dated as of the date first written.

Wolf Industries Inc.
On Behalf of The Board of Directors

Witness: /s/ ARDEN D. SAXON /s/ JAMES DONALDSON
--------------------- ----------------------------
James Donaldson, Director

Witnes: /s/ ARDEN D. SAXON /s/ BLAIR COADY
--------------------- ----------------------------
Blair Coady

EXHIBIT 10.2

WOLF EXPLORATION INC.
1996 DIRECTORS AND OFFICERS
STOCK OPTION PLAN

ARTICLE 1
DEFINITIONS

As used herein, terms have the meaning hereinafter set forth unless
the contest clearly indicate the contrary:

(a) "Board" shall mean the Board of Directors of the Company;

(b) "Days" shall mean for calculation purposes the days of the week
in which the NASDAQ System conducts and is open for regular trading
activity;

(d) "Director" shall mean a member of the Board;

(e) "Grant" means the issuance of an Option hereunder to an Optionee
entitling such Optionee to acquire Stock on the terms and conditions set
forth in a Stock Option Agreement to be entered into with the Optionee;

(f) "Officer" shall mean an Executive Officer of the Company;

(g) "Option" shall mean the right to an Optionee to acquire Stock of
the Company pursuant to the Plan;

(h) "Optionee" shall mean an Officer of the Company, or a Director
of the Company, or an employee or consultant of the Company to whom a
Grant hereunder has been made;

(i) "Plan" shall mean the Wolf Exploration Inc., 1996 Directors and
Officers Stock Option Plan, the terms of which are herein set forth;

(j) "Stock" shall means the common stock of the Company or, in the
event the outstanding shares of stock are hereinafter changed into or
exchanged for shares of different stock or securities of the Company or
some other corporation, such other stock or securities;

(k) "Stock Option Agreement" shall mean the agreement between the
Company and an Optionee under which an Optionee may acquire Stock
pursuant tot the Plan.

ARTICLE 2
THE PLAN

2.3 NAME. The plan shall be known as the" Wolf Exploration Inc.,
1996 Directors and Officers Stock Option Plan."

<PAGE>

2.2 PURPOSE. The purpose of the Plan is to advance the business and
development of the Company and its shareholders by affording to the
Directors, Officers, Employees and Consultants of the Company the
opportunity to acquire a propriety interest in the Company by the grant
of Options to such persons under the terms herein set forth. By doing so,
the Company seeks to motivate, retain and attract highly competent,
highly motivated individuals to lead the Company through this critical
time in its evolution and ensure the success of the Company. The Options
to be granted hereunder are non-statutory Options.

2.3 EFFECTIVE DATE. The Plan shall become effective November 1,
1996.

2.4 TERMINATION DATE. The Plan shall terminate ten (10) years from
the date the Plan is adopted by the Board of the Company and at such time
any Options granted hereunder shall be void and of no further force or
effect.

ARTICLE 3
PARTICIPANTS

Only Executive Officers, Directors, Employees and Consultants of the
Company shall be eligible to be granted an Option under the Plan. The
Board may grant Options in accordance with such determinations as the
Board may from time to time, in its sole discretion make.

ARTICLE 4
ADMINISTRATION

4.1 The Plan shall be administrated by the Board of Directors of
the Company. Subject to the express provisions of the Plan, the Board
shall have the sole discretion and authority to determine from among
eligible persons those to whom and the time or times at which Options may
be granted and the number of shares of Stock to be subject to each
Option. Subject to the express provisions of the Plan, the Board shall
also have complete authority to interpret the Plan, to prescribe, amend
and rescind rules and regulations related to it and to determine the
details and provisions of each Stock Option Agreement and to make all
other determinations necessary or advisable in the administration of the
Plan.

4.2 RECORDS OF PROCEEDINGS. The Board shall maintain written
minutes of its actions which shall be maintained among the records of the
Company.

4.3 MAJORITY. A majority of the members of the Board shall
constitute a quorum and any action taken by a majority present at such
meeting, when properly noticed, at which a quorum is present or any
action taken without a meeting evidenced by a writing executed by all
members of the Board shall constitute the action of the Board.

4.4 COMPANY ASSISTANCE. The Company shall supply full and timely
information to the Board in all matters relating to eligible Optionees,
their status, death, retirement, disability and such other pertinent
facts as the Board may require. The Company shall furnish the Board with
such clerical and other assistance as is necessary in the performance of
its duties.

<PAGE>

ARTICLE 5
SHARES OF STOCK SUBJECT TO THE PLAN

5.1 LIMITATION. The number of shares of Stock which may be issued
and sold hereunder shall not exceed 1,000,000 shares.
5.2 OPTIONS GRANTED UNDER THE PLAN. Shares of Stock with respect to
which an Option is granted hereunder, but which lapses prior to
exercise, shall be considered available for grant hereunder.
Therefore, if Options granted hereunder shall terminate for any
reason without being wholly exercised, new Options may be
granted hereunder covering the number of shares to which such
terminated Options related.

ARTICLE 6
OPTION PROVISIONS

6.1 OPTIONS. Each option granted hereunder shall be evidenced by
minutes of a meeting of or the written consent of the Board and by a
written Stock Option Agreement dated as of the date of grant and executed
by the Company and the Optionee, which agreement shall set forth such
terms and conditions as may be determined by the Board consistent with
the Plan.

6.2 LIMITATIONS.

(a) The maximum number of shares for which an Option or Options may
be granted under the Plan to any one Optionee shall be determined by the
Board.

(b) The Options granted hereunder are non-statutory Options which
do not satisfy the requisites of Section 422 of the Internal Revenue
Code, as amended.

6.3 OPTION PRICE. The per share Option price for the stock subject
to each Option shall be $0.50 per share or such other price as the Board
may determine.

6.4 OPTION PERIOD. Each Option granted hereunder must be granted
within ten (10) years from the effective date of the Plan.

6.5 OPTION EXERCISE.

(a) Options granted hereunder may not be exercised until and unless
the Optionee shall meet the conditions precedent established by the Board
for the Officers or Directors.

(b) Options may be exercised for the entire Option only. Optionees
may exercise their Option at any time by giving written notice to the
Company with respect to the specified Option, delivered to the Company at
its principal office together with payment in full to the Company of the
amount of the Option price for the number of shares with respect to which
the Option(s) are then being exercised.

6.6 NON-TRANSFERABILITY OF OPTION. No Option or ant right relative
thereto shall be transferred by an Optionee otherwise than by will or by
the laws of decent and distribution. During the lifetime of an Optionee,
the Option shall be exercisable only by him or her.

<PAGE>

6.7 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT OR
DIRECTORSHIP.

(a) If the Officer, Director, Employee or Consultant's relationship
with the Company shall be terminated, with or without cause, or by the
act of the Optionee, the Optionee's right to exercise such Options shall
terminate and all rights thereafter shall cease thirty (30) days after
the date on which such person's association is terminated. Provided
however, that if the Optionee shall die or become permanently and totally
disabled while employed by or servicing as a non-employee of the Company,
as solely determined by the Board in accordance with its policies, then
either his or her personal representatives or a transferee under the
Optionee's will or pursuant to the laws of decent and distribution, or
the disabled Optionee may exercise the Option in full six (6) months from
the date of such death or disability. In the case of an Optionee's
retirement in accordance with the Company's established retirement
policy, such Option shall remain exercisable by the Optionee for one
hundred and eighty (180) days from the date of such retirement.

(b) No transfer of an Option by the Optionee by will or the laws of
decent and distribution shall be effective to bind the Company unless the
Company shall have been furnished with a written notice thereof and an
authenticated copy of the will and/or such evidence as the Committee may
deem necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and conditions
of such Option.

6.8 RIGHTS AS A SHAREHOLDER.

(a) An Optionee or a transferee of an Option shall have no rights
as a shareholder of the Company with respect to any shares subject to any
unexercised Options.

6.9 REQUIRED FILINGS. An Optionee to whom an Option is granted
under the terms of the Plan is required to file appropriate reports with
the Internal Revenue Service. As a condition of the receipt of an Option
hereunder. Optionees shall agree to make necessary filings with the
Internal Revenue Service. The Company shall assist and cooperate with
Optionees by providing the necessary information required for compliance
of this condition.

ARTICLE 7
STOCK CERTIFICATES

7.1 ISSUANCE. The Company shall issue and deliver any certificate
for shares of Stock purchased upon the exercise of any Option granted
hereunder.

7.2 TRANSFER RESTRICTIONS. The Board shall instruct the Secretary
of the Corporation to impose restrictions of the subsequent
transferability of Stock issued pursuant to Options to be granted
hereunder. The Stock of the Company to be issued pursuant to the exercise
of an Option shall have such restrictions prominently displayed as a
legend on such certificate.

ARTICLE 8
TERMINATION, AMENDMENT, OR MODIFICATION OF THE PLAN

The Board may at any time terminate the Plan, and may at any time
and from time to time and in any respect amend or modify the Plan.
Provided, however, if the Plan has been submitted to and approved by the
shareholders of the Company no such action by the Board may be taken
without approval of the majority of the shareholders of the Company
which: (a) increases the total number of shares of Stock subject to the
Plan, except as contemplated in Section 5.3 hereof; (b) changes the

<PAGE>

manner of determining the Option price; or (c) withdraws the
administration of the Plan from the Board.

ARTICLE 9
EMPLOYMENT

9.1 EMPLOYMENT. Nothing in the Plan or any Option granted hereunder
or in any Stock Option Agreement shall confer upon a non-employee
Director or Consultant receiving such Option or Stock Option Agreement
the status as an employee of the Company. Further, nothing in the Plan or
any Option granted hereunder shall in any manner create in any Optionee
the right to continue their relationship with the Company or create any
vested interest in such relationship, including employment.

9.2 OTHER COMPENSATION PLANS. The adoption of the Plan shall ,not
effect any other stock option, incentive or other compensation plan in
effect for the Company or any of its subsidiaries, nor shall the Plan
preclude the Company or any subsidiary thereof from establishing any
other forms of incentive or other compensation for employees or non-employee
Directors or Consultants of the Company, or any subsidiary
thereof.

9.3 PLAN EFFECT. The Plan shall be binding upon the successors and
assigns of the Company.

9.4 TENSE. When used herein nouns in the singular shall include the
plural.

9.5 HEADINGS OF SECTIONS ARE NOT PART OF THE PLAN. Headings of
articles and sections hereof are inserted for convenience and reference
and constitute no part of the Plan.

Wolf Exploration Inc.

EXHIBIT 21.1

SUBSIDIARIES OF THE REGISTRANT

1. 714674 Alberta Ltd., operating as Calgary Chemical, a
corporation organized under the Company Act of the Province of Alberta.

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