BY-LAW NO. 1

                 A by-law relating generally to the transaction
                         of the business and affairs of

                       CAM-NET COMMUNICATIONS NETWORK INC.

                                    CONTENTS
Part     Description

I     -       Interpretation
II     -      Business  of  the  Corporation
III     -     Borrowing  and  Securities
IV     -      Directors
V     -       Committees
VI     -      Submissions  of  Contracts  or Transactions to Shareholders for
              Approval
VII     -     Officers
VIII     -    Protection  of  Directors,  Officers  and  Others
IX     -      Shares
X     -       Dividends  and  Rights
XI     -      Meetings  of  Shareholders
XII     -     Notices
XIII     -    Effective  Date

     BE  IT  ENACTED  as  a  by-law  of  Cam-Net  Communications  Network  Inc.
(hereinafter  referred  to  as  the  "Corporation")  as  follows:

                                     PART I

                                 INTERPRETATION

1.01     Definitions

          In  the  by-laws  of  the  Corporation,  unless  the context otherwise
requires:

(1)     "Act" means the Canada Business Corporations Act, R.S.C. 1985, c.C-44 as
from  time  to  time  amended, and any statute that may be substituted therefor,
and,  in  the  case  of  such substitution, any references in the by-laws of the
Corporation  to  provisions  of  the  Act  shall  be  read  as references to the
substituted  provisions  therefor  in  the  new  statute  or  statutes;

(2)     "appoint"  includes  "elect"  and  vice  versa;

(3)     "articles"  means  the  articles  of incorporation of the Corporation as
from  time  to  time  amended  or  restated;

<PAGE>

(4)     "board"  means  the  board  of  directors  of  the  Corporation;

(5)     "by-laws"  means  this  by-law  and all other by-laws of the Corporation
from  time  to  time  in  force  and  effect;

(6)     "meeting of shareholders" includes an annual meeting of shareholders and
a  special meeting of shareholders; "special meeting of shareholders" includes a
meeting  of  any  class  or classes of shareholders and a special meeting of all
shareholders  entitled  to  vote  at  an  annual  meeting  of  shareholders;

(7)     "non-business  day"  means  Saturday, Sunday and any other day that is a
holiday  as  defined  in  the  Interpretation  Act  (Canada);

(8)     "recorded  address"  means  in  the case of a shareholder his address as
recorded  in  the securities register; and in the case of joint shareholders the
address appearing in the securities register in respect of such joint holding or
the  first address so appearing if there &re more than one; and in the case of a
director,  officer,  auditor  or  member of a committee of the board, his latest
address  as  recorded  in  the  records  of  the  Corporation;

(9)     "signing  officer"  means,  in  relation  to  any instrument, any person
authorized to sign the same on behalf of the Corporation by section 2.03 or by a
resolution  passed  pursuant  thereto;

(10)     "unanimous  shareholder  agreement" means a written agreement among all
the shareholders of the Corporation, or among all such shareholders and a person
who  is  not  a shareholder, or a written declaration of the beneficial owner of
all  of  the  issued  shares  of the Corporation, that restricts, in whole or in
part,  the  powers  of  the  directors to manage the business and affairs of the
Corporation,  as  from  time  to  time  amended;

(11)     save  as  aforesaid,  words and expressions defined in the Act have the
same  meanings  when  used  herein;  and

(12)     words  importing the singular number include the plural and vice versa;
words  importing  the  masculine gender include the feminine and neuter genders;
and words importing persons include individuals, bodies corporate, partnerships,
trusts  and  unincorporated  organizations.

                                     PART II

                           BUSINESS OF THE CORPORATION

2.01     Corporate  Seal

          The  Corporation  may have one or more different corporate seals which
may  be  adopted or changed from time to time by the board, on which the name of
the  Corporation appears in the language or one or more of the languages set out
in  the  articles.

<PAGE>

2.02     Financial-Year

          The  financial  year  of the Corporation shall end on the day fixed by
resolution  of  the  board.

2.03     Execution  of  Instruments

     (1)     Instruments  may  be  signed  on  behalf  of the Corporation by two
persons,  one  of  whom  holds  the  office  of  chairman of the board, managing
director, president, vice-president 6r is a director and the other of whom holds
one  of  the  said  offices  or  the  office  of secretary, treasurer, assistant
secretary  or  assistant  treasurer  or any other office created by by-law or by
resolution of the board, or is a director.  If there is only one director of the
Corporation  that  one  director  may  sign  on  behalf  of the Corporation.  In
addition,  the  board  may  from time to time direct the manner in which and the
person  or persons by whom any particular instrument or class of instruments may
or  shall  be signed.  Any signing officer may certify a copy of any instrument,
resolution,  by-law  or  other  document  of  the  Corporation to be a true copy
thereof.

     (2)     The signature of any officer or director of the corporation may, if
authorized  by  the  board,  be  printed,  lithographed,  engraved  or otherwise
reproduced  upon  any instrument or document to be signed, executed or issued by
the  Corporation  or by any such officer or director and any instrument on which
the  signature of any such person is so reproduced by authorization of the board
shall  be as valid to all intents and purposes as if it had been signed manually
by  such  person,  and  notwithstanding  that  the  person whose signature is so
reproduced  is  deceased  or  has  ceased  to  hold  office  at  the date of the
execution,  delivery  or  issue  of  such  document.

     (3)     The  term  "instrument"  as  used  herein  shall  include  security
interest  agreements,  deeds,  mortgages,  hypothecs,  charges,  conveyances,
transfers  and  assignments  of property, real or personal, agreements, releases
and  receipts  and  discharges  for  the  payment of money or other obligations,
certificates  of  the  Corporation's  shares, share warrants of the Corporation,
bonds,  debentures  and other debt obligations of the Corporation, and all paper
writings.

2.04     Banking  Arrangements

          The banking business of the Corporation including, without limitation,
the  borrowing of money and the giving of security therefor, shall be transacted
with  such  banks, trust companies or other bodies corporate or organizations as
may  from  time  to  time  be designated by or under the authority of the board.
Such  banking  business  or  any  part  thereof  shall  be transacted under such
agreements, instructions and delegations of powers as the board may from time to
time  prescribe  or  authorize.

2.05     Voting  Rights  in  Other  Bodies  Corporate

     (1)     All  the  shares  or other securities carrying voting rights of any
other  body  corporate held from time to time by the Corporation may be voted at
any  and all meetings of shareholders, bondholders, debenture holders or holders
of  other  securities,  as the case may be, of .such other body corporate and in
such  manner  and  by  such  person  or persons as the board of directors of the
Corporation  shall  from  time  to  time  determine.

<PAGE>

     (2)     The  signing  officers  of  the Corporation may execute and deliver
proxies and arrange for the issuance of voting certificates or other evidence of
the  right to exercise the voting rights attaching to any securities held by the
Corporation.  Such proxies, certificates or other evidence shall be in favour of
such person or persons as may be determined by the officers signing or arranging
for  them.

2.06     Withholding  Information  from  Shareholders

     No shareholder shall be entitled to discovery of any information respecting
any  details  or  conduct of the Corporation's business which, in the opinion of
the  board,  it would be inexpedient in the interests of the shareholders or the
Corporation  to  communicate  to  the  public.  The  board may from time to time
determine  whether  and to what extent and at what time and place and under what
conditions or regulations the accounts, records and documents of the Corporation
or  any  of  them  shall  be  open  to  the  inspection  of  shareholders and no
shareholder  shall  have any right of inspecting any account, record or document
of  the Corporation except as conferred by the Act or authorized by the board or
by  resolution  passed  at  a  meeting  of  shareholders.

2.07     Creation  and  Consolidation  of  Divisions

          The  board may cause the business and operations of the Corporation or
any  part  thereof  to be divided or to be segregated into one or more divisions
upon  such  basis, including without limitation, character or type of operation,
geographical  territory,  product manufactured or service rendered, as the board
may  consider  appropriate  in each case.  The board may also cause the business
and operations of any such division to be further divided into sub-units and the
business  and  operations  of any such divisions or sub-units to be consolidated
upon  such  basis  as  the  board  may  consider  appropriate  in  each  case.

2.08     Name  of  Division

          Subject  to  compliance with law, any division or its sub-units may be
designated  by  such  name  as the board may from time to time determine and may
transact  business  under such name, provided that the Corporation shall set out
its  corporate name in legible characters in all contracts, invoices, negotiable
instruments  and  orders for goods or services issued or made by or on behalf of
the  Corporation.

2.09     Officers  of  Division

     From  time  to  time  the  board  or, if authorized by the board, the chief
executive  officer, may appoint one or more officers for any division, prescribe
their  powers  and duties and settle their terms of employment and remuneration.
The  board  or,  if  authorized  by  the board, the chief executive officer, may
remove  at  its  or  his pleasure any officer so appointed, without prejudice to
such  officer's  rights under any employment contract.  Officers of divisions or
their  sub-units  shall  not,  as  such,  be  officers  of  the  Corporation.

<PAGE>

                                    PART III

                            BORROWING AND SECURITIES

3.01     Borrowing  Power

          Without  limiting the borrowing powers of the Corporation as set forth
in the Act, but subject to the articles and any unanimous shareholder agreement,
the  board  may  from  time  to  time  on  behalf  of  the  Corporation, without
authorization  of  the  shareholders:

(a)     borrow  money  on  the  credit  of  the  Corporation;

(b)     issue,  reissue,  sell  or  pledge  bonds,  debentures,  notes  or other
evidences  of  indebtedness  or guarantee of the Corporation, whether secured or
unsecured;

(c)     to  the  extent  permitted by the Act, give a guarantee on behalf of the
Corporation  to  secure  performance  of  any  present  or  future indebtedness,
liability  or  obligation  of  any  person;  and

(d)     mortgage, hypothecate, pledge or otherwise create a security interest in
all or any currently owned or subsequently acquired real or personal, movable or
immovable,  property  of  the  Corporation including book debts, rights, powers,
franchises  and  undertakings,  to  secure  any such bonds, debentures, notes or
other  evidences  of  indebtedness  or  guarantee or any other present or future
indebtedness,  liability  or  obligation  of  the  Corporation.

Nothing  in  this  section  limits  or  restricts  the borrowing of money by the
Corporation  on  bills  of exchange or promissory notes made, drawn, accepted or
endorsed  by  or  on  behalf  of  the  Corporation.

3.02     Delegation

          The  board may from time to time delegate to a committee of the board,
a  director  or  an  officer  of  the  Corporation or any other person as may be
designated  by  the  board  all  or  any of the powers conferred on the board by
section  3.01  or  by the Act to such extent and in such manner as the board may
determine  at  the  time  of  each  such  delegation.

                                     PART IV

                                    DIRECTORS

4.01     Number  of  Directors  and  Quorum

          Until  changed  in accordance with the Act, the board shall consist of
not  fewer  than  the  minimum and not more than the maximum number of directors
provided  for  in  the  articles.  Subject  to  section 4.08, the quorum for the
transaction  of business at any meeting of the board shall consist of a majority
of  the directors or such greater number of directors as the board may from time
to  time  determine.

<PAGE>

4.02     Qualification

          Unless  otherwise  provided  by  the  Act, a majority of the directors
shall  be  resident  Canadians.  No  person shall be qualified for election as a
director  if  he  is less than 18 years of age; if he is of unsound mind and has
been  so found by a court in Canada or elsewhere; if he is not an individual; or
if  he  has  the  status  of  a bankrupt.  A director need not be a shareholder.

4.03     Election  and  Term

          The  election  of directors shall take place at each annual meeting of
shareholders  and  all  the  directors  then  in  office  shall  retire  but, if
qualified,  shall  be  eligible  for re-election.  The number of directors to be
elected  at  any  such  meeting  shall be the number of directors then in office
unless  the  directors  or  the  shareholders otherwise determine.  The election
shall  be by resolution.  'If an election of directors is not held at the proper
time,  the  incumbent  directors shall continue in office until their successors
are  elected.  Where  the  shareholders  adopt  an  amendment to the articles to
increase the number or minimum number of directors, the shareholders may, at the
meeting  at  which  they  adopt  the  amendment,  elect the additional number of
directors  thereby  authorized.

4.04     Removal  of  Directors

          Subject  to  the  provisions  of  the  Act,  the  shareholders  may by
resolution  passed  at  a  meeting  specially called for such purpose remove any
director  from  office  and the vacancy created by such removal may be filled at
the  same  meeting  failing  which  it  may  be  filled  by  the  board.

4.05     Vacation  of  Office

          A  director ceases to hold office when he dies, is removed from office
by  the  shareholders  acting pursuant to the Act, or ceases to be qualified for
election  as  a  director,  or  earlier  if  he shall have submitted his written
resignation  to the Corporation; in which last-mentioned event he shall cease to
hold  office  at the later of (i) the time when such written resignation is sent
or  delivered  to  the  Corporation and (ii) the time, if any, specified in such
written  resignation  as  the  effective  time  of  such  resignation.

4.06     Vacancies

          Subject  to  the  Act, a quorum of the board may fill a vacancy in the
board,  except  a  vacancy  resulting  from an increase in the minimum number of
directors  or  from a failure of the shareholders to elect the minimum number of
directors.  In  the  absence  of  a  quorum  of the board, or if the vacancy has
arisen  from  a  failure  of  the  shareholders  to  elect the minimum number of
directors,  the  board shall forthwith call a special meeting of shareholders to
fill  the  vacancy.  If  the board fails to call such meeting or if there are no
directors  then  in  office,  any  shareholder  may  call  the  meeting.

4.07     Action  by  the  Board.

          Subject  to the Act and any unanimous shareholder agreement, the board
shall  manage  the business and affairs of the Corporation.  Subject to sections
4.08  and  4.09,  the powers of the board may be exercised by a meeting at which
the  quorum  is  present or by resolution in writing signed by all the directors
entitled to vote on that resolution at a meeting of the board.  Where there is a

<PAGE>

vacancy in the board, the remaining directors may exercise all the powers of the
board so long as a quorum remains in office.  Where the Corporation has only one
director,  that  director  may  constitute  a  meeting.

4.08     Canadian  Majority

          Unless  otherwise  provided  by  the Act, the board shall not transact
business  at  a  meeting,  other  than  filling a vacancy in the board, unless a
majority  of  the  directors  present  are  resident  Canadians,  except  where:

(a)     a  resident  Canadian  director  who is unable to be present approves in
writing  or  by  telephone  or  other  communications  facilities  the  business
transacted  at  the  meeting;  and

(b)     a  majority  of  resident  Canadians  would  have  been present had that
director  been  present  at  the  meeting.

4.09     Meeting  by  Telephone

          If  all  the  directors  of  the  Corporation  consent, a director may
participate in a meeting of the board or of a committee of the board by means of
such  telephone  or  other  communications  facilities  as  permit  all  persons
participating in the meeting to hear each other, and a director participating in
such  a  meeting by such means is deemed to be present at the meeting.  Any such
consent shall be effective whether given before or after the meeting to which it
relates  and  may  be  given  with  respect  to all meetings of the board and of
committees  of  the  board.

4.10     Place  of  Meetings

          Meetings  of  the board may be held at any place in or outside Canada.

4.11     Calling  of  Meetings

          Meetings of the board shall be held from time to time at such time and
at such place as the board, the chairman of the board, the managing director, if
any,  the  president  or  any  two  directors  may  determine.

4.12     Notice  of  Meeting

     (1)     Notice  of the time and place of each meeting of the board shall be
given  in the manner provided in section 11.01 to each director not less than 24
hours  before the time when the meeting is to be held.  A notice of a meeting of
directors  need  not  specify the purpose of or the business to be transacted at
the  meeting  except  where  the  Act  requires  such  purpose or business to be
specified,  including,  if  required  by  the  Act,  any  proposal  to:

(a)     submit  to the shareholders any question or matter requiring approval of
the  shareholders;

<PAGE>

(b)     fill  a  vacancy  among  the  directors  or  in  the  office of auditor;

(c)     issue  securities;

(d)     declare  dividends;

(e)     purchase,  redeem or otherwise acquire shares issued by the Corporation;

(f)     pay  a  commission  for  the  sale  of  shares;

(g)     approve  a  management  proxy  circular;

(h)     approve  a  take-over  bid  circular  or  directors'  circular;

(i)     approve  any  annual  financial  statements;  or

(j)     adopt,  amend  or  repeal  by-laws.

     (2)     A director entitled to notice of any directors' meetings may in any
manner waive or reduce the period of notice of or otherwise consent to a meeting
of  the  board,  and  may  give such waiver before, during or after the meeting.

     (3)     Any  director of the Corporation who may be absent temporarily from
the province in which the registered office of the Corporation is maintained may
file  at  the registered office of the Corporation a waiver of notice, which may
be  by  letter,  telegram,  telex  or  cable,  of  meetings  of the board or any
committees  thereof  and  may,  at  any  time, withdraw the waiver and until the
waiver  is  withdrawn,  no notice of meetings shall be sent to that director and
any  and all meetings of the board or any committee thereof, notice of which has
not  been  given  to that director, shall, provided a quorum of the directors is
present,  be  valid  and  effective.

4.13     First  Meeting  of  New  Board

          Provided  a  quorum  of directors is present, each newly elected board
may  without  notice hold its first meeting immediately following the meeting of
shareholders  at  which  such  board  is  elected.

4.14     Adjourned  Meeting

          Notice  of  an  adjourned  meeting of the board is not required if the
time  and  place  of the adjourned meeting is announced at the original meeting.

4.15     Regular  Meetings

          The board may appoint a day or days in any month or months for regular
meetings of the board at a place and hour to be named.  A copy of any resolution
of the board fixing the place and time of such regular meetings shall be sent to
each  director  forthwith  after  being  passed,  but  no  other notice shall be
required  for any such regular meeting except where the Act requires the purpose
thereof  or  the  business  to  be  transacted  thereat  to  be  specified.

<PAGE>

4.16     Chairman

          The  chairman of any meeting of the board shall be the first mentioned
of  such  of the following officers as have been appointed and who is a director
and is present at the meeting: chairman of the board, managing director, if any,
president,  or  a  vice-president.  If no such officer is present, the directors
present  shall  choose  one  of  their  number  to  be  chairman.

4.17     Votes  to  Govern

          At  all  meetings  of  the  board every question shall be decided by a
majority of the votes cast on the question.  In case of an equality of votes the
chairman  of  the  meeting  shall  be  entitled  to  a  second  or casting vote.

4.18     Declaration  of  Interest

     (1)     A  director  or  officer who is a party to, or who is a director or
officer  of  or  has  a  material  interest  in  any person who is a party to, a
material  contract  or  proposed  material  contract  with the Corporation shall
disclose  the  nature  and  extent of his interest at the time and in the manner
provided  by  the Act.  Any such contract or proposed contract shall be referred
to  the  board or shareholders for approval even if such contract is one that in
the  ordinary course of the Corporation's business would not require approval by
the  board  or shareholders, and a director interested in a contract so referred
to  the  board  shall  not  vote on any resolution to approve the same except as
provided  by  the  Act.

     (2)     An interested director is to be counted in a quorum at a meeting of
directors  or  committee  of  directors  notwithstanding  his  interest.

     (3)     A  director of the Corporation may be or become a director or other
officer  of,  or  otherwise  interested  in,  any  company     promoted  by  the
Corporation  or  in  which  the  Corporation  may  be interested, as a member or
otherwise,  and  subject to the provisions of the Act and these by-laws, no such
director  shall  be accountable to the Corporation for any remuneration or other
benefit  received  by  him as a director or officer of, or from his interest in,
such  other  company  unless  the  Corporation  otherwise  directs.

     (4)     A  director  may  hold  any  other office or place of profit in the
Corporation  in conjunction with his office of director, other than auditor, for
such  period  and  on such terms, as to remuneration and otherwise, as the board
may determine and no director or intending director shall be disqualified by his
office from contracting with the Corporation either with regard to his tenure of
any  such  other office or place of profit or as vendor, purchaser or otherwise,
nor  shall  any such contract, or any contract or arrangement entered into by or
on  behalf of the Corporation in which any director is in any way interested, be
liable  to  be  avoided,  nor  shall  any  director  so  contracting or being so
interested  be  liable  to account to the Corporation for any profit realized by
any  such contract or arrangement by reason of such director holding that office
or  of  the  fiduciary relation thereby established, subject at all times to the
provisions  of  the  Act.

     (5)     Any  director  may  act  by  himself  or his firm in a professional
capacity  for  the  Corporation,  and  he  or  his  firm  shall  be  entitled to
remuneration  for  professional  services  as  if  he  were  not  a  director.

<PAGE>

4.19     Remuneration  and  Expenses

          Subject to any unanimous shareholder agreement, the directors shall be
paid  such  remuneration  for  their services as the board may from time to time
determine.  The directors shall also be entitled to be reimbursed for travelling
and  other expenses properly incurred by them in attending meetings of the board
or  any committee thereof.  Nothing herein contained shall preclude any director
from  serving  the  Corporation in any other capacity and receiving remuneration
thereof.

4.20     Alternates

     (1)     A  director (called in this by-law, the "appointor") may appoint as
his  alternate  any  person  who  is  not  disqualified to be a director, and an
alternate  need  not  hold  any  share.

     (2)     An  appointment  of  an  alternate  shall not be effective until an
instrument  in  writing declaring the appointment and signed by the appointor is
delivered  to  the  registered  office  of  the  Corporation.

     (3)     An  appointor  may revoke an appointment of his alternate by notice
in  writing,  by cable, telegram or other writing, delivered to the Corporation.

     (4)     The  appointment of an alternate terminates if his appointor ceases
to  be  a director or if the alternate director sustains any of the disabilities
referred  to  in  the  Act.

     (5)     The  Corporation is not obligated to remunerate any alternate or to
reimburse  an  alternate  for any expense incurred in carrying out his function.

     (6)     An  alternate  shall be entitled to notice of meetings of the board
or any committee of which the appointor is a member, and in the absence from any
meeting  of the appointor, to attend, speak, act and vote thereat as a director,
and  may  sign  or  concur  in  resolutions.

     (7)     A  director  or other person may act as alternate for more than one
director and at any meeting of the board or any committee of which the appointor
is  a  member, shall be counted as one director in determining the quorum and be
entitled  to  cast  one  vote for each director for whom he id the alternate, in
addition  to  being  counted  and  voting  as  a  director  in  his  own  right.

4.21     Attorney  of  Corporation

          The  directors  may  from  time  to  time  and at any time by power of
attorney  appoint  any  company,  firm  or  person  or  body of persons, whether
nominated  directly  or  indirectly  by  the  directors,  to  be the attorney or
attorneys of the Corporation for such purposes and with such powers, authorities
and  discretions,  not exceeding those vested in or exercisable by the directors
under these Articles, and for such period and subject to such conditions as they
may  think  fit, and any such powers of attorney may contain such provisions for
the  protection and convenience of persons dealing with any such attorney as the
directors may think fit and may also authorize any such attorney to delegate all
or  any  of  the  powers,  authorities  and  discretions  vested  in  him.

<PAGE>

4.22     No  Irregularity

          All  acts  done  by  the board, or a committee of the board, or by any
person  acting as a director or officer of the Corporation shall notwithstanding
that  it  is  afterwards  discovered  that  there  was  some irregularity in his
election  or  appointment,  or  a defect in his qualification, be as valid as if
every  such  person  were  qualified  and  had  been  duly  appointed.

4.23     Resolutions

     (1)     No resolution proposed at a meeting of the board or at a meeting of
a  committee of the board need be seconded and the chairman of any meeting shall
be  entitled  to  move  or  propose  a  resolution.

     (2)     A  resolution in writing, signed by each director or his alternate,
or  if  there  is only one director, by that one director, shall be as valid and
effectual  as  if  it had been passed at a meeting of the board or any committee
thereof  duly  convened  and  held.

     (3)     A  resolution in writing may be in one or more counterparts each of
which  may  be signed by one or more directors or alternates, and which together
shall  be  deemed  to  constitute  a  resolution  in  writing.

                                     PART V

                                   COMMITTEES

5.01     Committee  of  the  Board

          The  board  may  appoint  one or more committees of the board, however
designated,  and  delegate  to any such committee any of the powers of the board
except  those which, under the Act, a committee of the board has no authority to
exercise.  A  majority  of  the  members  of  such  committee  shall be resident
Canadians  unless  the  Act  permits  otherwise.

5.02     Transaction  of  Business

          Subject  to  the provisions of section 4.09, the powers of a committee
of  the  board  may be exercised by a meeting at which a quorum is present or by
resolution  in  writing  signed  by all members of such committee who would have
been  entitled  to  vote  on  that  resolution  at  a  meeting of the committee.
Meetings  of  such  committee  may  be  held  at any place in or outside Canada.

5.03     Advisory  Bodies

          The  board  may  from time to time appoint advisory bodies in order to
advise  the  board  upon  specific  issues  or  categories  of  issues.

5.04  Procedure

          Unless  otherwise determined by the board, each committee and advisory
body  shall  have  power  to  fix  its quorum at not less than a majority of its
members,  to  elect  its  chairman  and  to  regulate  its  procedure.

                                     PART VI

                     SUBMISSION OF CONTRACTS OR TRANSACTIONS
                          TO SHAREHOLDERS FOR APPROVAL

6.01          The  board  in  its  discretion  may  submit  any contract, act or
transaction  for  approval  or  ratification  at  any  annual  meeting  of  the
shareholders  or  at  any  special  meeting  of  the shareholders called for the
purpose of considering the same and, subject to the provisions of section 115 of
the  Act,  any  such  contract,  act  or  transaction  that shall be approved or
ratified  or confirmed by a resolution passed by a majority of the votes cast at
any  such  meeting (unless any different or additional requirement is imposed by
the  Act or by the Corporation's articles or any other by-law) shall be as valid
and  as  binding upon the Corporation and upon all the shareholders as though it
had  been  approved,  ratified  or  confirmed  by  every  shareholder  of  the
Corporation.

                                    PART VII

                                    OFFICERS

7.01     Appointment

          Subject  to  any  unanimous  shareholder agreement, the board may from
time  to  time  appoint a president, one or more vice-presidents (to which title
may  be  added words indicating seniority or function), a secretary, a treasurer
and  such  other  officers  as  the  board  may determine, including one or more
assistants  to  any  of  the  officers  so appointed.  The board may specify the
duties  of  and, in accordance with this by-law and subject to the provisions of
the  Act, delegate to such officers powers to manage the business and affairs of
the Corporation.  Subject to sections 7.02 and 7.03, an officer may but need not
be  a  director  and  one  person  may  hold  more  than  one  office.

7.02     Chairman  of  the  Board

          The  board  may from time to time also appoint a chairman of the board
who  shall be a director.  If appointed, he shall be the chief executive officer
of  the  Corporation  and  shall have general supervision of the business of the
Corporation.  The  board  may  assign  to  the  chairman of the board any of the
powers  and  duties  that  are  by  any provisions of this bylaw assigned to the
managing  director  or to the president, and he shall, subject to the provisions
of  the Act, have such other powers and duties as the board may specify.  During
the  absence  or  disability  of  the chairman of the board, his duties shall be
performed  and  his powers exercised by the managing director, if any, or by the
president.

7.03     Managing  Director

          The  board  may from time to time also appoint a managing director who
shall  be  a  resident  Canadian  and a director.  If appointed, he shall be the
chief  executive  officer  and,  subject  to  the authority of the board and the
chairman  of  the  board, if any, shall have general supervision of the business
and  affairs  of the Corporation; and he shall, subject to the provisions of the
Act,  have  such  other  powers and duties as the board may specify.  During the
absence  or  disability of the president, or if no president has been appointed,
the  managing  director  shall  also  have the powers and duties of that office.

<PAGE>

7.04     President

          If  appointed,  the  president  shall  have general supervision of the
business  of  the Corporation; and he shall have such other powers and duties as
the  board  may  specify.  During  the  absence  or  disability  of the managing
director,  or  if  no  managing director has been appointed, the president shall
also  have  the  powers  and  duties  of  that  office.

7.05     Vice-President

          A vice-president shall have such powers and duties as the board or the
chief  executive  officer  may  specify.

7.06     Secretary

          The secretary, as and when requested to do so, shall attend and be the
secretary of all meetings of the board, shareholders and committees of the board
and  shall enter or cause to be entered in records kept for that purpose minutes
of  all  proceedings  thereat;  he  shall give or cause to be given, as and when
instructed,  all  notices  to  shareholders,  directors,  officers, auditors and
members  of  committees  of the board; he shall be the custodian of the stamp or
mechanical  device  generally  used  for  affixing  the  corporate  seal  of the
Corporation  (if  any)  and  of  all  books,  papers,  records,  documents  and
instruments  belonging  to  that  Corporation, except when some other officer or
agent  has  been appointed for that purpose; and he shall have such other powers
and  duties  as  the  board  or  the  chief  executive  officer  may  specify.

7.07     Treasurer

          The  treasurer shall keep proper accounting records in compliance with
the  Act  and  shall be responsible for the deposit of money, the safekeeping of
securities and the disbursement of the funds of the Corporation; he shall render
to  the  board whenever required an account of all his transactions as treasurer
and  of  the financial position of the Corporation; and he shall have such other
powers  and  duties  as  the  board  or the chief executive officer may specify.

7.08     Powers  and  Duties  of  other  Officers

          The powers and duties of all other officers shall be such as the terms
of  their engagement call for or as the board or the chief executive officer may
specify.  Any  of  the  powers and duties of an officer to whom an assistant has
been  appointed  may  be  exercised  and performed by such assistant, unless the
board  or  the  chief  executive  officer  otherwise  directs.

7.09     Variation  of  Powers  and  Duties

          The  board  or  the  chief executive officer may from time to time and
subject  to  the  provisions  of  the  Act, vary, add to or limit the powers and
duties  of  any  officer.

<PAGE>

7.10     Term  of  Office

          The  board  or  the chief executive officer, in its or his discretion,
may  remove  any officer of the Corporation, without prejudice to such officer's
rights  under  any employment contract.  Otherwise each officer appointed by the
board  or  the  chief executive officer shall hold office until his successor is
appointed,  or  until  his  earlier  resignation.

7.11     Terms  of  Employment  and  Remuneration

          The  terms  of employment and the remuneration of an officer appointed
by  the  board or the chief executive officer shall be settled by it or him from
time  to  time.

7.12     Declaration  of  Interest

          An  officer  shall  disclose  his interest in any material contract or
proposed material contract with the Corporation in accordance with section 4.18.

7.13     Agents  and  Attorneys

          The  board  or  the  chief executive officer shall have the power from
time  to  time  to appoint agents or attorneys for the Corporation in or outside
Canada  with  such  powers  of  management or otherwise (including the powers to
subdelegate)  as  may  be  thought  fit  by  it  or  him.

7.14     Fidelity  bonds

          The  board  or  the chief executive officer may require such officers,
employees  and  agents  of  the  Corporation as the board or the chief executive
officer  deems  advisable  to  furnish bonds for the faithful discharge of their
powers  and  duties, in such form and with such surety as the board or the chief
executive  officer  may  from  time  to  time  determine.

                                    PART VIII

                  PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

8.01     Limitation  of  Liability

          No  director  or  officer  shall  be  liable  for  the acts, receipts,
neglects  or  defaults  of  any  other  director  or officer or employee, or for
joining  in  any receipt or other act for conformity, or for any loss, damage or
expense  happening to the Corporation through the insufficiency or deficiency of
title  to  any property acquired for or on behalf of the Corporation, or for the
insufficiency  or  deficiency of any security in or upon which any of the moneys
of the Corporation shall be invested, or for any loss or damage arising from the
bankruptcy,  insolvency  or  tortious  acts  of  any person with whom any of the
moneys,  securities or effects of the Corporation shall be deposited, or for any
loss  occasioned  by  any error of judgment or oversight on his part, or for any
other loss, damage or misfortune whatever which shall happen in the execution of
the  duties  of  his office or in relation thereto; provided that nothing herein
shall  relieve  any  director or officer from the duty to act in accordance with
the Act and the regulations thereunder or from liability for any breach thereof.

<PAGE>

8.02     Indemnity

          Subject to the limitations contained in the Act, the Corporation shall
indemnify  a  director or officer, a former director or officer, or a person who
acts  or  acted  at the Corporation's request as a director or officer of a body
corporate  of which the Corporation is or was a shareholder or creditor, and his
heirs  and  legal  representatives,  against  all  costs,  charges and expenses,
including  an  amount paid to settle an action or satisfy a judgment, reasonably
incurred  by  him  in respect of any civil, criminal or administrative action or
proceeding  to  which  he  is  made  a party by reason of being or having been a
director  or  officer  of  the  Corporation  or  such  body  corporate,  if:

(a)     he acted honestly and in good faith with a view to the best interests of
the  Corporation;  and

(b)     in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, he had reasonable grounds for believing that his
conduct  was  lawful.

The  Corporation shall also indemnify such person in such other circumstances as
the  Act  permits  or requires.  Nothing in this by-law shall limit the right of
any  person  entitled  to  indemnity  apart  from the provisions of this by-law.

8.03     Insurance

          The Corporation may purchase and maintain insurance for the benefit of
any  person referred to in sections 7.01 to 7.07 against such liabilities and in
such  amounts  as the board may from time to time determine and are permitted by
the  Act.

                                     PART IX

                                     SHARES

9.01     Allotment

          Subject  to  the provisions of the Act, the articles and any unanimous
shareholder agreement, the board may from time to time allot or grant options to
purchase  the  whole  or  any  part of the authorized and unissued shares of the
Corporation  at  such time and to such persons and for such consideration as the
board  shall determine, provided that no share shall be issued until it is fully
paid  as  provided  by  the  Act.

9.02     Commissions

          The  board  may  from  time to time authorize the Corporation to pay a
commission  to  any  person  in  consideration  of his purchasing or agreeing to
purchase  shares  of  the  Corporation, whether from the Corporation or from any
other  person,  or  procuring  or  agreeing  to  procure purchasers for any such
shares.

<PAGE>

9.03     Registration  of  Transfers

          Subject  to  the provisions of the Act, no transfer of shares shall be
registered  in a securities register except upon presentation of the certificate
representing  such shares with an endorsement, which complies with the Act, made
thereon  or  delivered  therewith  duly  executed  by  an  appropriate person as
provided  by  the  Act,  together  with  such  reasonable  assurance  that  the
endorsement  is  genuine  and  effective  as  the  board  may-from  time to time
prescribe,  upon  payment of all applicable taxes and any fees prescribed by the
board,  upon  compliance with such restrictions on transfer as are authorized by
the  articles  and  upon  satisfaction  of any lien referred to in section 9.05.

9.04     Transfer  Agents  and  Registrars.

          The  board  may  from  time  to  time  appoint  one  or more agents to
maintain, in respect of each class of securities of the Corporation issued by it
in  registered  form,  a  central  securities  register  and  one or more branch
securities  registers.  Such  a  person  may  be designated as transfer agent or
registrar  according  to  his  functions  and  one person may be designated both
registrar  and  transfer  agent.  The  board  may  at  any  time  terminate such
appointment.

9.05     Lien  for  Indebtedness

          If  the  articles  provide  that  the Corporation shall have a lien on
shares registered in the name of a shareholder indebted to the Corporation, such
lien  may be enforced, subject to any other provision of the articles and to any
unanimous  shareholder  agreement, by the sale of the shares thereby affected or
by any other action, suit remedy or proceeding authorized or permitted by law or
by  equity and, pending such enforcement, the Corporation may refuse to register
a  transfer  of  the  whole  or  any  part  of  such  shares.

9.06     Non-recognition  of  Trusts

          Subject  to  the  provisions of the Act, the Corporation may treat the
person  in  whose  name  a share is registered in the securities register as the
person exclusively entitled to vote, to receive notices, to receive any dividend
or  other  payments  in  respect  of the share and otherwise to exercise all the
rights  and  powers  of  an  owner.

9.07     Share  Certificates

          Every  holder  of  one  or  more  shares  of  the Corporation shall be
entitled,  at  his  option,  to  a  share  certificate, or to a non-transferable
written  certificate  of  acknowledgment  of  his  right  to  obtain  a  share
certificate,  stating  the  number  and class or series of shares held by him as
shown  on  the  securities register.  Such certificates shall be in such form as
the board shall from time to time approve.  Any such certificate shall be signed
in  accordance  with section 2.03 and need not be under corporate seal; provided
that,  unless the board otherwise determines, certificates in respect of which a
transfer  agent  and/or  registrar  has been appointed shall not be valid unless
countersigned  by  or  on  behalf  of such transfer agent and/or registrar.  The
signature  of  one of the signing officers or, in the case of certificates which
are  not  valid  unless countersigned by or on behalf of a transfer agent and/or
registrar,  the  signatures  of  both  signing  officers,  may  be  printed  or
mechanically  reproduced in facsimile upon certificates and every such facsimile
signature  shall  for  all purposes be deemed to be the signature of the officer
whose  signature  it  reproduces  and  shall be binding upon the Corporation.  A
certificate  executed  as  aforesaid  shall be valid notwithstanding that one or
both  of  the officers whose facsimile signature appears thereon no longer holds
office  at  the  date  of  issue  of  the  certificate.

<PAGE>

9.08     Replacement  of  Share  Certificates

          The  board  or any officer or agent designated by the board may in its
or  his discretion direct the issue of a new share certificate or certificate of
acknowledgment  in  lieu of and upon cancellation of a certificate that has been
mutilated  or  in  substitution  for  a  certificate  claimed to have been lost,
destroyed or wrongfully taken on payment of such fee, not exceeding the standard
fee  charged  by the Corporation's transfer agent from time to time, and on such
terms  as  to  indemnity,  reimbursement of expenses and evidence of loss and of
title  as the board may from time to time prescribe, whether generally or in any
particular  case.

9.09     Joint  Shareholders

          If  two  or more persons are registered as joint holders of any share,
the Corporation shall not be bound to issue more than one certificate in respect
thereof,  and  delivery  of  such  certificate  to  one of such persons shall be
sufficient  delivery to all of them.  Any one of such persons may give effectual
receipts  for  the  certificate  issued  in respect thereof or for any dividend,
bonus,  return  of capital or other money payable or warrant issuable in respect
of  such  share.

9.10     Deceased  Shareholders

          In the event of the death of a holder, or of one of the joint holders,
of  any  share,  the  Corporation shall not be required to make any entry in the
securities  register  in  respect  thereof  or  to make payment of any dividends
thereon  except  upon production of all such documents as may be required by law
and  upon compliance with the reasonable requirements of the Corporation and its
transfer  agents.

                                     PART X

                              DIVIDENDS AND RIGHTS

10.01     Dividends

     (1)     Subject  to  the  provisions of the Act, the board may from time to
time declare dividends payable to the shareholders according to their respective
rights  and  interest in the Corporation, and to fix the date of record therefor
and  the  time  for  payment  thereof.

     (2)     Dividends may be paid in money or property or by issuing fully paid
shares of the Corporation.  A resolution declaring a dividend may direct payment
of  the  dividend  wholly or partly by the distribution of specific assets or if
paid-up  shares,  bonds, debentures or debenture stock of the Corporation, or in
any  one  or more of such ways, and where any difficulty arises in regard to the
distribution,  the  board  may  settle  the  same as it thinks expedient, and in
particular  may  fix  the  value  for  distribution  of specific assets, and may
determine  that cash payments shall be made to a shareholder upon the footing of
the  value  so  fixed  or  in  lieu  of  fractional shares, bonds, debentures or
debenture  stock, in order to adjust the rights of all parties, and may vest any
such  specific  assets  in trustees upon such trusts, for the person entitled as
may  seem  expedient  to  the  board.

<PAGE>

     (3)     Dividends  may  be  declared  to  be  payable  out  of the retained
earnings, profits or other income of the Corporation in respect of any period or
out  of  any  surplus  of  the  Corporation  whether  created on the issuance or
exchange  or  conversion  of  shares  or  securities  of  the Corporation, or as
otherwise  permitted  by  law.  The Corporation may retain any dividend or other
monies  payable on or in respect of a share on which the Corporation has a lien,
and  may  apply the same in or towards satisfaction of the debts, liabilities or
engagements  in  respect  of  which  the  lien  exists.

     (4)     If  shares  of the Corporation are issued in payment of a dividend,
the  value  of  the  dividend stated as an amount in money shall be added to the
stated  capital  account  maintained  or  to be maintained for the shares of the
class  or  series  issued  in  payment  of  the  dividend.

     (5)     No  dividend  shall  bear  interest  against  the  corporation.

(6)     Should  any  dividend  result  in  any  shareholder  being entitled to a
fractional part of a share of the Corporation, the board shall have the right to
pay  such  shareholder  in  lieu  of  that fractional share, the cash equivalent
thereof,  calculated  on  the stated capital thereof, and shall have the further
right  and  complete discretion to carry out such distribution and to adjust the
rights  of the shareholders with respect thereto on as practical and equitable a
basis  as  possible  including  the  right  to arrange through a fiscal agent or
otherwise  for  the sale, consolidation or other disposition of those fractional
shares  on  behalf  of  those  shareholders  of  the  Corporation.

     (7)     If  any  share  is issued on terms providing that it shall rank for
dividends  as  and  from  a  particular date, such share shall rank for dividend
accordingly.

     (8)     The board may deduct from any dividend payable to any shareholders,
all  sums of money, if any, then payable by such shareholder to the Corporation.

10.02     Dividend  Cheques

          A  dividend  payable  in  cash  shall  be  paid by cheque drawn on the
Corporation's  bankers  or one of them to the order of each registered holder of
shares  of  the  class  or  series  in respect of which it has been declared and
mailed  by  prepaid  ordinary  mail  to  such  registered holder at his recorded
address, unless such holder otherwise directs.  In the case of joint holders the
cheque  shall,  unless  such  joint  holders otherwise direct, be payable to the
order of all of such joint holders and mailed to them at their recorded address.
The  mailing  of  such  cheque  as aforesaid, unless the same is not paid on due
presentation,  shall satisfy and discharge the liability for the dividend to the
extent  of  the  sum  represented  thereby  plus the amount of any tax which the
Corporation  is  required  to  and  does  withhold  in respect of such dividend.

10.03     Non-Receipt  of  Cheques

          In  the  event  of non-receipt of any dividend cheque by the person to
whom  it  is  sent  as  aforesaid,  the Corporation shall issue to such person a
replacement  cheque  for  a  like  amount  on  such  terms  as  to  indemnity,
reimbursement  of expenses and evidence of non-receipt and of title as the board

<PAGE>

may  from  time  to time prescribe, whether generally or in any particular case.

10.04     Record  Date  for  Dividends  and  Rights

          The  board  may  fix  in advance a date, preceding by not more than 50
days  the  date for the payment of any dividend or the date for the issue of any
warrant  or  other  evidence  of  the  right  to subscribe for securities of the
Corporation,  as  a record date for the determination of the persons entitled to
receive payment of such dividend or to exercise the right to subscribed for such
securities,  and  notice of any such record date shall be given not less than 14
days  before  such  record date in the manner provided by the Act.  If no record
date  is so fixed, the record date for the determination of the persons entitled
to  receive  payment  of  any dividend or to exercise the right to subscribe for
securities  of  the  Corporation shall be at the close of business on the day on
which  the  resolution relating to such dividend or right to subscribe is passed
by  the  board.

10.05     Unclaimed  Dividends

          Any  dividend  unclaimed  after a period of six years from the date on
which  the  same  has  been  declared to be payable shall be forfeited and shall
revert  to  the  corporation.

                                     PART XI

                            MEETINGS OF SHAREHOLDERS

11.01     Annual  Meetings

          The  annual meeting of shareholders shall be held at such time in each
year  and, subject to section 11.03, at such place as the board may from time to
time  determine,  for  the  purpose  of considering the financial statements and
reports  required  by  the  Act to be placed before the annual meeting, electing
directors,  appointing or waiving appointment of an auditor and transacting such
other  business  as  may  properly  be  brought  before  the  meeting.

11.02     Special  Meetings

          The  board,  the  chairman  of the board, the managing director or the
president  shall  have  power  to  call a special meeting of shareholders at any
time.

11.03     Place  of  Meeting

          Meetings of shareholders shall be held at the registered office of the
Corporation  or  elsewhere in the municipality in which the registered office is
situate  or,  if the board shall so determine, at some other place in Canada or,
if  all the shareholders entitled to vote at the meeting so agree, at some place
outside  Canada.

11.04     Notice  of  Meetings

          Notice  of the time and place of each meeting of shareholders shall be
given  in the manner provided in section 12.01 not less than 21 nor more than 50
days  before  the  date of the meeting to each director, to the auditor (if any)
and  to  each  shareholder  who  at the close of business on the record date for

<PAGE>

notice is entered in the securities register as the holder of one or more shares
carrying  the right to vote at the meeting.  Notice of a meeting of shareholders
called  for any purpose other than consideration of the financial statements and
auditor's  report  (if  any),  election  of  directors  and reappointment of the
incumbent auditor (if any) shall state the nature of such business in sufficient
detail  to  permit the shareholder to form a reasoned judgment thereon and shall
state  the  text  of  any  special  resolution  to  be submitted to the meeting.

11.05     List  of  Shareholders  Entitled  to  Notice

          For  every  meeting  of  shareholders,  the  Corporation shall prepare
within  the time specified by the Act a list of shareholders entitled to receive
notice  of the meeting, arranged in alphabetical order and showing the number of
shares  held  by  each shareholder entitled to vote at the meeting.  If a record
date for the meeting is fixed pursuant to section 11.06, the shareholders listed
shall  be  those registered at the close of business on such record date.  If no
record  date  is fixed, the shareholders listed shall be those registered (a) at
the  close  of business on the day immediately preceding the day on which notice
of the meeting is given, or (b) on the day on which the meeting is held where no
such  notice  is  given.  The  list  shall  be  available for examination by any
shareholder  during  usual  business  hours  at  the  registered  office  of the
Corporation  or at the place where the central securities register is maintained
and  at  the  meeting  for  which  the  list  was  prepared.

11.06     Record  Date  for  Notice

          The board may fix in advance a date, preceding the date of any meeting
of  shareholders by not more than 50 days and not less than 25 days, as a record
date  for  the  determination  of  the  shareholders  entitled  to notice of the
meeting,  and  notice of any such record date shall be given not less than seven
days  before  such record date, by newspaper advertisement and by written notice
to  each  stock  exchange  in  Canada on which the shares of the Corporation are
listed  for  trading in the manner provided in subsection 133(4) of the Act.  If
no  record  date  is  so  fixed,  the  record  date for the determination of the
shareholders  entitled  to  notice  of  the meeting shall be (a) at the close of
business  on  the day immediately preceding the day on which the notice is given
or  (b)  the  day  on  which  the meeting is held where no such notice is given.

11.07     Meetings  without  Notice

          A  meeting of shareholders may be held at any time and place permitted
by  the  Act  or the articles or the by-laws without notice or on shorter notice
than  that provided for herein, and proceedings thereat shall not be invalidated
(a)  if  all  the shareholders entitled to vote thereat are present in person or
represented  or  if those not so present or represented have received notice, or
before  or  after  the meeting or the time prescribed for the notice thereof, in
writing  waive  notice of or accept short notice of such meeting, and (b) if the
auditors  (if  any)  and  the directors are present or if those not present have
received  notice  or,  before  or  after  the meeting or the time prescribed for
notice  thereof,  in  writing  waive  notice of - or accept short notice of such
meeting.  If  the  meeting  is  held at a place outside Canada, shareholders not
present  or  represented, but who have waived notice of or accepted short notice
of  such  meeting,  shall  also be deemed to have consented to the meeting being
held  at  such  place.

<PAGE>

11.08     Chairman,  Secretary  and  Scrutineers

          The  chairman  of  any  meeting  of  shareholders  shall  be the first
mentioned  of  such  of  the  following  officers  as have been appointed who is
present  at the meeting: president, managing director, chairman of the board, or
a  vice-president  who  is  a director.  If no such officer is present within 15
minutes  from  the  time  fixed for holding the meeting, the persons present and
entitled  to  vote  shall  choose  one  of  their number to be chairman.  If the
secretary  of the Corporation is absent, the chairman shall appoint some person,
who  need not be a shareholder, to act as secretary of the meeting.  If desired,
one  or  more  scrutineers,  who need not be shareholders, may be appointed by a
resolution  or  by  the  chairman  with  the  consent  of  the  meeting.

11.09     Persons  Entitled  to  Attend

          The only persons entitled to attend a meeting of shareholders shall be
those  entitled  to  vote  thereat,  the  chairman  of  the  board (if any), the
president, the directors and auditor of the Corporation (if any) and others who,
although  not  entitled to vote, are entitled or required under any provision of
the  Act or the articles or by-laws to attend the meeting.  Any other person may
be  admitted  only  on the invitation of the chairman of the meeting or with the
consent  of  the  meeting

11.10     Quorum

          Subject  to the provisions of the Act, a quorum for the transaction of
business at any meeting of shareholders shall be persons present in person, each
being  a shareholder entitled to vote thereat or a duly appointed representative
or  proxyholder  for  an  absent  shareholder so entitled, being at least one in
number  and  holding  or  representing  in the aggregate not less than 5% of the
outstanding  shares  of  the  Corporation entitled to vote at the meeting.  If a
quorum  is  present  at  the  opening  of  any  meeting  of  shareholders,  the
shareholders,  present  or  represented  may  proceed  with  the business of the
meeting notwithstanding that a quorum is not present throughout the meeting.  If
a  quorum  is  not  present  at  the opening of any meeting of shareholders, the
shareholders  present or represented may adjourn the meeting to a fixed time and
place  but  may  not  transact  any  other  business.

11.11     Right  to  Vote

          Subject  to the provisions of the Act as to authorized representatives
of  any  other body corporate or association, at any meeting of shareholders for
which  the Corporation must prepare the list referred to in section 11.05, every
person  who  is  named  in  such list shall be entitled to vote the shares shown
opposite his name except to the extent that, (a) where the Corporation has fixed
a record date in respect of such meeting, such person has transferred any of his
shares  after  such record date, or where the Corporation has not fixed a record
date  in  respect of such meeting, such person has transferred any of his shares
after  the  date  on which such list is prepared, and (b) the transferee, having
produced  properly  endorsed  certificates  evidencing  such  shares  or  having
otherwise  established  that he owns such shares, has demanded not later than 10
days  before  the  meeting  that his name be included in such list.  In any such
excepted case the transferee shall be entitled to vote the transferred shares at
the  meeting.  At  any meeting of shareholders for which the Corporation has not
prepared  the  list referred to in section 11.05, every person shall be entitled

<PAGE>

to  vote at the meeting who at the time is entered in the securities register as
the  holder  of  one  or more shares carrying the right to vote at such meeting.

11.12     Proxyholders  and  Representatives

          Every  shareholder  entitled  to vote at a meeting of shareholders may
appoint  a  proxyholder,  or one or more alternate proxyholders, who need not be
shareholders,  to  attend and act at the meeting in the manner and to the extent
authorized  and  with the authority conferred by the proxy.  A proxy shall be in
writing  executed  by the shareholder or his attorney and shall conform with the
requirements  of  the  Act.  Every such shareholder which is a body corporate or
association  may  by  resolution of its directors or governing body authorize an
individual  who  need  not  be  a  shareholder  to  represent it at a meeting of
shareholders  and  such  individual may exercise on the shareholder's behalf all
the  powers  it  could  exercise  if  it  were  an  individual shareholder.  The
authority  of  such  an  individual  shall be established by depositing with the
Corporation  a certified copy of such resolution, or in such other manner as may
be  satisfactory  to  the  secretary  of  the Corporation or the chairman of the
meeting.

11.13     Time  for  Deposit  of  Proxies

          The  board may specify in a notice calling a meeting of shareholders a
time,  preceding the time of such meeting by not more than 48 hours exclusive of
non-business  days, before which time proxies to be used at such meeting must be
deposited.  A proxy shall be acted upon only if, prior to the time so specified,
it  shall have been deposited with the Corporation or an agent thereof specified
in  such  notice or, if no such time is specified in such notice, if it has been
received  by  the secretary of the Corporation or by the chairman of the meeting
or  any  adjournment  thereof  prior  to  the  time  of  writing.

11.14     Joint  Shareholders

          If two or more persons hold shares jointly, any one of them present in
person  or  represented  at a meeting of shareholders may, in the absence of the
other  or  others,  vote  the  shares;  but  if two or more of those persons are
present  in  person  or  represented and vote, they shall vote as one the shares
jointly  held  by  them.

11.15     Votes  to  Govern

At  any  meeting of shareholders every question shall, unless otherwise required
by  the  articles  or  by  law, be determined by a majority of votes cast on the
question.  in case of an equality of votes either upon a show of hands or upon a
ballot,  the  chairman  of  the  meeting  shall  be  entitled to a casting vote.

11.16     Show  of  Hands

          Subject  to  the  provisions  of  the Act any question at a meeting of
shareholders  shall  be  decided  by  a show of hands unless a ballot thereon is
required or demanded as hereinafter provided.  Upon a show of hands every person
who  is  present  and  entitled to vote shall have one vote.  Whenever a vote by
show of hands shall have' been taken upon a question, unless a ballot thereon is
so  required  or demanded, a declaration by the chairman of the meeting that the

<PAGE>

vote  upon  the question has been carried or carried by a particular majority or
not  carried  and an entry to that effect in the minutes of the meeting shall be
prima  facie  evidence  of the fact without proof of the number or proportion of
the votes recorded in favour of or against any resolution or other proceeding in
respect  of  the said question, and the result of the vote so taken shall be the
decision  of  the  shareholders  upon  the  said  question.

11.17     Ballots

          On  any  question  proposed  for  consideration  at  a  meeting  of
shareholders,  and  whether  or  not a show of hands has been taken thereon, the
chairman may require a ballot or any person present and entitled to vote on such
question  at  the meeting may demand a ballot.  A ballot so required or demanded
shall  be  taken  in such manner as the chairman shall direct.  A requirement or
demand  for  a  ballot  may  be withdrawn at any time prior-to the taking of the
ballot.  If  a ballot is taken each person present shall be entitled, in respect
of  the shares which he is entitled to vote at the meeting upon the question, to
that  number of votes provided by the Act or the articles, and the result of the
ballot  so  taken  shall  be  the  decision  of  the  shareholders upon the said
question.

11.18     Adjournment

          If  a  meeting  of shareholders is adjourned for less than 30 days, it
shall  not  be  necessary to give notice of the adjourned meeting, other than by
announcement  at  the  earliest  meeting  that  is  adjourned.  If  a meeting of
shareholders  is  adjourned  by  one or more adjournments for an aggregate of 30
days  or more, notice of the adjourned meeting shall be given as for an original
meeting.

11.19     Resolution  in  Writing

          A  resolution  in  writing  signed by all the shareholders entitled to
vote  on  that  resolution at a meeting of shareholders is as valid as if it had
been  passed  at  a  meeting of the shareholders unless a written statement with
respect  to  the  subject matter of the resolution is submitted by a director or
the  auditor  (if  any)  in  accordance  with  the  Act.

11.20     Only  One  Shareholder

          Where  the  Corporation has only one shareholder or only one holder of
any  class  or  series  of shares, the shareholder present in person or by proxy
constitutes  a  meeting.

                                    PART XII

                                     NOTICES

12.01     Method  of  Giving  Notices

          Any  notice  (which term includes any communication or document) to be
given  (which  term includes sent, delivered or served) pursuant to the Act, the
regulations thereunder, the articles, the by-laws or otherwise to a shareholder,
director,  officer, auditor (if any) or member of a committee of the board shall

<PAGE>

be  sufficiently given if delivered personally to the person to whom it is to be
given  or  if  delivered  to  his  recorded  address  or if mailed to him at his
recorded  address  by  prepaid  ordinary  or  air  mail or if sent to him at his
recorded  address  by any means of prepaid transmitted or recorded communication
including,  without limiting the generality of the foregoing, by telex or fax to
such  persons at the telex or fax numbers provided thereby to the Corporation or
that  are  published  as  the  telex  or fax number, as the case may be, of such
person.  A  notice  so  delivered  shall be deemed to have been given when it is
delivered  personally  or  to  the  recorded  address  as  aforesaid  or  upon
confirmation  of  receipt  of  a  telex or fax message containing such notice; a
notice  so  mailed  shall  be deemed to have been given when deposited in a post
office or public letter box; and a notice so sent by any means of transmitted or
recorded  communication  shall  be  deemed to have been given when dispatched or
delivered  to  the  appropriate  communication  company  or  agency  or  its
representative  for  dispatch.  The  secretary may change or cause to be changed
the  recorded address of any shareholder, director, officer, auditor (if any) or
member  of  a committee of the board in accordance with any information believed
by  him  to  be  reliable.

12.02     Computation  of  Time

          In  computing  the  date when notice must be given under any provision
requiring  a specified number of days' notice of any meeting or other event, the
date of giving the notice shall be excluded and the date of the meeting or other
event  shall  be  included.

12.03     Undelivered  Notices

          If  any  notice  given  to  a shareholder pursuant to Section 11.04 is
returned  on  three  consecutive  occasions  because  he  cannot  be  found, the
Corporation  shall  not  be  required  to  give  any  further  notices  to  such
shareholder  until  he  informs  the  corporation in writing of his new address.

12.04     Omissions  and  Errors

          The  accidental  omission  to  give  any  notice  to  any shareholder,
director,  officer  or  auditor (if any) or the non-receipt of any notice by any
such person or any error in any notice not affecting the substance thereof shall
not  invalidate  any action taken at any meeting held pursuant to such notice or
otherwise  founded  thereon.

12.05     Persons  Entitled  by  Death  or  Operation  of  Law

          Every  person  who,  by  operation  of  law,  transfer,  death  of  a
shareholder  or  any other means whatsoever, shall become entitled to any share,
shall  be  bound  by every notice in respect of such share which shall have been
duly given to the shareholder from whom he derives his title to such share prior
to  his  name and address being entered on the securities register (whether such
notice was given before or after the happening of the event upon which he became
so  entitled)  and  prior  to  his  furnishing  to  the Corporation the proof of
authority  or  evidence  of  his  entitlement  prescribed  by  the  Act.

<PAGE>

12.06     Waiver  of  Notice

          Any shareholder (or his duly appointed proxyholder), director, officer
or  auditor  (if  any) may at any time waive any notice, or waive or abridge the
time for any notice, required to be given to him under any provision of the Act,
the  regulations  thereunder,  the  articles,  the by-laws or otherwise and such
waiver  or abridgement, whether given before or after the meeting or other event
of which notice is required to be given, shall cure any default in the giving or
in  the time of such notice, as the case may be.  Any such waiver or abridgement
shall be in writing except a waiver of notice of a meeting of shareholders or of
the  board  of  directors  which  may  be  given  in  any  manner.

                                    PART XIII

                                 EFFECTIVE DATE

13.01     Effective  Date

          This  by-law  shall come into force when confirmed by the shareholders
in  accordance  with  the  Act.