**EXHIBIT
      1.4**




BY-LAW
          REGARDING ENFORCEMENT OF SECURITY
 **BY-LAW
          NO. 2**
 A
          by-law respecting the enforcement by the Corporation of liens over the
          Ordinary Shares
          of the Corporation
 The
          Corporation shall have a first and paramount lien on every Ordinary Share
          registered in the name of a shareholder or his legal representative for
          a debt
          of that shareholder to the Corporation, whether presently due or due at
          a future
          date or due subject to a condition or contingency by him or his estate,
          either
          alone or jointly with any other person, At the time that any such debt
          first
          arises, the shareholder so becoming indebted to the Corporation shall deliver
          to
          the Corporation all share certificates registered in the name of such
          shareholder or his legal representative, duly endorsed in blank for
          transfer.
 The
          board of directors of the Corporation may enforce a lien created by these
          provisions in any one or more of the following manners (i)the board of
          directors
          of the Corporation may refuse to register the transfer of any Ordinary
          Share or
          Shares registered In the name of a shareholder or his legal personal
          representative upon which the Corporation has a lien; (ii) sell, transfer
          or
          assign, in such manner as the board of directors may think At, any Ordinary
          Share or Shares upon which the Corporation has a lien; or (iii) foreclose
          upon
          the Ordinary Shares by cancellation thereof, provided, however, that the
          board
          of directors of the Corporation shall not exercise any rights to enforce
          a lien
          created by these provisions unless the sum in respect of which the lien
          exists
          is currently payable and until after the expiration of 2 days notice in
          writing
          has been given to the registered holder for the time being of the Ordinary
          Share, or the person entitled thereto by reason of his death or bankruptcy,
          stating and demanding payment of such part of the amount In respect of
          which the
          lien exists as is currently payable.
 To
          give
          effect to any sale, transfer or assignment of any Ordinary Share or Shares
          of
          the Corporation upon which the Corporation has a lien, as hereinbefore
          provided
          for, the board of directors of the Corporation may authorize any person
          or
          company to execute and deliver any necessary assignments and transfers
          of the
          Ordinary Share or Shares sold, transferred or assigned to the purchaser,
          transferee or assignee thereof. The purchaser, transferee or assignee shall
          be
          registered as the holder of the Ordinary Shares subject to any such sale,
          transfer or assignment, and such purchaser, transferee or assignee shall
          not be
          bound to see the application of the purchase, transfer or assignment money,
          nor
          shall the right, title or interest of such purchaser, transferee or assignee
          to
          the Ordinary Share or Shares in question be affected by any irregularity
          or
          invalidity in or with respect to the proceedings relating to the sale,
          transfer
          or assignment thereof.
 The
          net
          proceeds arising from any such sale, transfer or assignment shall be received
          by
          the Corporation and applied towards payment of such part of the amount
          In
          respect of which the lien exists as is then currently payable, and the
          residue,
          if any, shall (subject to a like lien for sums not currently payable as
          existed
          upon the shares before the sale, transfer or assignment) be paid to the
          person
          entitled to the share or shares at the date of the sale, transfer or
          assignment.