Please find attached a memo for your review and response.

Please feel free to contact Bryan Duguid (260-9716) with any questions you may have.



Krista Friesen
Blake, Cassels & Graydon LLP
3500, 855 Second Street SW
Calgary, AB  T2P 4J8

Tel: 403.260.9663
Fax: 403.260.9700
E-mail: kdf@blakes.com

This e-mail communication is confidential and legally privileged.  If you are not the intended recipient, please notify me at the telephone number shown above or by return e-mail and delete this communication and any copy immediately.  Thank you.



 - MemotoCh.DOC