EXHIBIT 2.7



                        CANADA BUSINESS CORPORATIONS ACT

                               BY-LAW NUMBER ONE -
                                 GENERAL BY-LAW

                                       OF

                            IQ POWER TECHNOLOGY INC.

                                     PART 1

                                 INTERPRETATION


1.01  Definitions  - In these  By-laws of the  Corporation,  unless the  context
otherwise requires:

     "Act" means the Canada Business  Corporations Act, and any statute that may
     be substituted therefor, as from time to time amended;

     "appoint" includes "elect" and vice versa;

     "articles" means the Articles of Incorporation of the Corporation  attached
     to the  Certificate  of  Incorporation  dated  December  20,  1994,  of the
     Corporation from time to time amended or restated;

     "Board" means the Board of Directors of the Corporation;

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

     "Corporation" means the incorporation  confirmed by the said Certificate of
     Incorporation and named under the Act;

     "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 general meeting of Shareholders;

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

     "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 is 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;

     "signing  Officer"  means,  in  relation  to  any  instrument,  any  person
     authorized to sign the same on behalf of the  Corporation  by Section 2.04,
     or by a resolution passed pursuant thereto;

     "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,  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;

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

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


                                     PART 2

                           BUSINESS OF THE CORPORATION

2.01 Registered Office - The registered office of the Corporation shall be at
the place within Canada from time to time specified in the Articles and at such
location therein as the Board may from time to time determine.

2.02  Corporate  Seal - Until changed by the Board,  the  corporate  seal of the
Corporation shall be in the form impressed hereon.

2.03  Financial  Year - Until changed by the Board,  the  financial  year of the
Corporation shall end on the last day of December of each and every year.

2.04 Execution Of Instruments - The corporate seal of the Corporation  shall not
be affixed to any  instrument  except in the presence of the following  persons;
and deeds,  transfers,  assignments,  contracts,  obligations,  certificates and
other  instruments  may be signed on behalf of the  Corporation by the following
persons:

     (i)  any two Directors, or

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

     (iii)such  person  or  persons  as the  Directors  may from time to time by
          resolution  appoint,  and the  said  Directors,  Officers,  person  or
          persons in whose  presence  the seal is so  affixed to an  instrument,
          shall sign such  instrument.  For the purpose of certifying under seal
          true copies of any document or resolution,  the seal may be affixed in
          the presence of any one of the foregoing persons.

2.05 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  will be
transacted under such agreements,  instructions and delegations of powers as the
Board may from time to time prescribe and authorize.

2.06 Voting  Rights In Other  Bodies  Corporate  - 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  instruments,
certificates  or other  evidence shall be in favour of such person or persons as
may be  determined by the Officers  executing  such proxies or arranging for the
issuance of voting  certificates or such other evidence of the right to exercise
such  voting  rights.  In  addition,  the Board may from time to time direct the
manner in which and the person or persons by whom any  particular  voting rights
or class of voting rights may or shall be exercised.



<PAGE>


                                     PART 3

                            BORROWING AND SECURITIES

3.01 Borrowing Power - Without  limiting the borrowing powers of the Corporation
as set forth in the Act, the Board may from time to time:

     (a)  borrow money upon 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)  charge, 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
          or liability of the Corporation; and

     (d)  to the extent  permitted by the Act, give a guarantee on behalf of the
          Corporation   to  secure   performance   of  any   present  or  future
          indebtedness, liabilities, or obligation of any person.

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 such one or more
of the  Directors  and Officers of the  Corporation  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 shall  determine  at the time
of each such delegation.

                                     PART 4

                                    DIRECTORS

4.01 Number Of Directors And Quorum - Until changed in accordance  with the Act,
the Board  shall  consist  of not fewer  than one (1) and not more than ten (10)
Directors. Subject to section 4.08 and the provisions contained in this section,
the quorum for the  transaction  of business at any meeting of the Board  shall,
subject to the Act, consist of a majority of Directors or such greater or lesser
number of Directors  as the Board may from time to time  determine.  If,  within
half an hour from the time  appointed for the meeting of the Board,  a quorum is
not present,  the meeting will stand adjourned to the same day in the next week,
at the same time and place,  and,  if at the  adjourned  meeting a quorum is not
present within 30 minutes from the time appointed for the meeting,  the Director
or Directors present will be a quorum.

4.02  Qualification  - No person will 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 the first
meeting of Shareholders  and 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, if
a maximum and a minimum  number of  Directors  is  authorized,  be the number of
Directors  then in office  unless the  Directors or the  Shareholders  otherwise
determine or shall, if a fixed number of Directors is authorized,  be such fixed
number. 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.

4.04  Removal  Of  Directors  -  Subject  to  the  provisions  of the  Act,  the
Shareholders may by resolution passed at a meeting  specifically 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
Directors.

4.05  Vacation Of Office - A Director  ceases to hold office when he dies; he is
removed from office by the Shareholders;  he ceases to be qualified for election
as a  Director;  or  his  written  resignation  is  sent  or  delivered  to  the
Corporation,  or, if a time is  specified  in such  resignation,  at the time so
specified, whichever is later.

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 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 resolution
passed at a meeting  at which a 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 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 - The number of Canadian resident  directors on the Board
from time to time shall be determined in accordance  with the  provisions of the
Act.

4.09  Participation  Other  Than In Person - Except in the case of an  emergency
meeting  referred  to in  section  4.12  hereto,  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 that 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.  In the event of an
emergency  meeting  referred to in section 4.12 hereto,  a Director may, without
the unanimous consent of the Directors, 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 that meeting.

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, the President or any two Directors may determine.

4.12  Notice Of  Meetings - Notice of the time and place of each  meeting of the
Board shall be given in the manner  provided in section  12.01 to each  Director
not less than one week  before the time when the  meeting is to be held save and
except for when an  emergency  meeting of the Board is  required,  in which case
notice of the time and place of such  emergency  meeting  of the Board  shall be
given to each Director not less than forty-eight (48) hours before the time when
the emergency 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;

     (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 of the Corporation;

     (g)  approve a management proxy circular;

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

     (i)  approve annual financial statements; or

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

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.

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,  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 the  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 Conflict Of Interest - A Director or Officer who is a party to, or who is a
Director or Officer of or has a material interest in a 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.

4.19 Remuneration And Expenses - Subject to an 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  traveling  and  other  expenses  properly  incurred  by them in
attending meetings of the Board or a committee thereof. Nothing contained herein
shall  preclude any Director from serving the  Corporation in any other capacity
and receiving remuneration therefor.

                                     PART 5

                                   COMMITTEES

5.01  Committee Of  Directors - The Board may appoint a committee of  Directors,
however  designated,  and  delegate to such  committee  any of the powers of the
Board except those that pertain to items,  which,  under the Act, a committee of
Directors  has no  authority  to  exercise.  A majority  of the  members of such
committee shall be resident Canadians.

5.02  Transaction  Of Business - Subject to the  provisions of section 4.09, the
powers  of a  committee  of  Directors  may be  exercised  by a  meeting  of the
committee 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 of Canada.

5.03  Advisory  Committees  - The Board may from time to time appoint such other
committees  as it may  deem  advisable,  but the  functions  of any  such  other
committees shall be advisory only.

5.04 Procedure - Unless otherwise  determined by the Board, each committee 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 6

                                    OFFICERS

6.01 Appointment - Subject to any unanimous Shareholder agreement, the Board may
from time to time appoint a President,  one or more Vice-President (s) (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 6.02 and 6.03, an Officer may, but need not
be, a Director and one person may hold more than one office.

6.02  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,  the Board may
assign to him any of the powers and duties  that are by any  provisions  of this
by-law  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  firstly by the
Managing Director, if any, or secondly by the President.

6.03 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
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.

6.04 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.

6.05 Vice-President - A Vice-President  shall have such powers and duties as the
Board may specify.

6.06 Secretary - The Secretary 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  and of all  books,
papers, records, documents and instruments belonging to the 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 may specify.

6.07  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 may specify.

6.08  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
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 an Assistant,  unless the
Board otherwise directs.

60.9  Variation  Of  Powers  And  Duties - The  Board  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.

6.10 Term Of Office - The Board,  in its  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 shall hold office until
his successor is appointed, or until his earlier termination.

6.11 Terms Of Employment  and  Remuneration  - The terms of  employment  and the
remuneration  of an Officer  appointed  by the Board shall be settled by it from
time to time.

6.12  Conflict  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.

6.13  Agents  And  Attorneys  - The Board  shall have 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 sub-delegate) as may
be thought fit.

6.14 Fidelity Bonds - The Board may require such Officers,  employees and agents
of the  Corporation  as the  Board  deems  advisable  to  furnish  bonds for the
faithful  discharge of their powers and duties,  in the form and with the surety
as the Board may from time to time determine.

                                     PART 7

                  PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

7.01  Limitation Of Liability - Every Director or Officer of the  Corporation in
exercising his powers and  discharging his duties shall act honestly and in good
faith with a view to the best  interests of the  Corporation  and exercise care,
diligence  and  skill  that  a  reasonably  prudent  person  would  exercise  in
comparable circumstances.  Subject to the foregoing, no Director or Officer will
be liable for the acts,  receipts,  neglects or defaults of any other  Director,
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 monies of the Corporation  shall be invested,  or for loss
or damage arising from the bankruptcy, insolvency or tortious acts of any person
with whom any of the monies,  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 his  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  provisions  of the  Act  and  the  regulations
thereunder or from liability for ant breach thereof.

7.02  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  and  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 has  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.

7.03  Insurance - The  Corporation  may purchase and maintain  insurance for the
benefit of any person  referred to in section 7.02 against such  liabilities and
in such amounts as the Board may from time to time determine.

                                     PART 8

                                     SHARES

8.01  Allotment  - 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 times 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.

8.02  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.

8.03  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  complied 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,  if
any,  as are  authorized  by the  articles  and  upon  satisfaction  of any lien
referred to in section 8.05.

8.04  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 a 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.

8.05 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.

8.06  Non-recognition  Of Trusts - Subject  to the  provisions  of the Act,  the
Corporation  may treat as  absolute  owner of any share the person in whose name
the share is  registered in the  securities  register as if that person had full
legal  capacity and authority to exercise all rights of ownership,  irrespective
of any indication to the contrary through  knowledge or notice or description in
the Corporation's records or on the share certificate.

8.07 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  acknowledgement  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.  Share certificates and  acknowledgments of a
Shareholder's right to a share certificate,  respectively, shall be in such form
as the Board shall from time to time  approve.  Any share  certificate  shall be
signed in accordance with section 2.04 and need not be under the corporate seal;
provided that, unless the Board otherwise determines,  certificates representing
shares 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 share 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 share  certificates
any 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 share  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.

8.08  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 in lieu of and upon  cancellation of a share certificate that
has been mutilated or in substitution  for a share  certificate  claimed to have
been lost, destroyed or wrongfully taken upon payment of such fee, not exceeding
Three  Dollars  ($3.00),  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.

8.09 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.

8.10 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 9

                              DIVIDENDS AND RIGHTS

9.01  Dividends - 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.  Dividends  may be paid in
money or property or by issuing fully paid shares of the Corporation.

9.02 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 made 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.

9.03 Non-Receipt Of Cheques - In the event of non-receipt of any dividend cheque
by the person to whom it was 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  may  from  time  to  time  prescribe,  whether  generally  or in any
particular case.

9.04 Record Date For Dividends And Rights - The Board may fix in advance a date,
preceding  by not more than  Fifty (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 subscribe  for such  securities,  and notice of any record
date shall be given not less than Fourteen (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  will 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. 9.05 Unclaimed  Dividends
- Any dividend  unclaimed after a period of Six (6) years from the date on which
the same has been  declared to be payable shall be forfeited and shall revert to
the Corporation.

                                     PART 10

                            MEETINGS OF SHAREHOLDERS

10.01 Annual Meetings - The Annual Meeting of Shareholders shall be held at such
time in each year and, subject to section 10.03, at such place as the Board, the
Chairman of the Board,  the Managing  Director or the President 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 an Auditor and for the transaction of such other business
as may properly be brought before the meeting.

10.02  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.

10.03 Place Of Meetings - Meetings of  Shareholders  shall be at the  registered
office of the  Corporation  or elsewhere in the province in which the registered
office is situated or, if the Board shall so  determine,  at some other place in
Canada,  or  outside  of  Canada  as may be  provided  in  the  Articles  of the
Corporation,  or, if all the  Shareholders  entitled  to vote at the  meeting so
agree, at some other place outside Canada.

10.04  Notice  Of  Meeting - 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  Twenty-one  (21) nor more  than  Fifty  (50) days  before  the date of the
meeting to each  Director,  to the Auditor and to each  Shareholder  who, at the
close of the  business on the record date for notice,  if any, 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,
election of Directors and reappointment of the incumbent Auditor 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.  A Shareholder may in any manner waive notice of or
otherwise consent to a meeting of Shareholders.

10.05  List  Of  Shareholders   Entitled  To  Notice  -  For  every  meeting  of
Shareholders,  the Corporation shall prepare 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 10.06, 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 at
the close of business on the day  immediately  preceding the day on which notice
of the meeting is given, or where no such notice is given,  the day on which the
meeting is held. 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.

10.06  Record  Date For Notice - The Board may fix in advance a date,  preceding
the date of any meeting of Shareholders by not more than Fifty (50) days and not
less than  Twenty-one (21) 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  Fourteen (14) days before such record date by
newspaper  advertisement in the manner provided in the Act. If no record date is
so fixed,  the record date for the  determination  of  Shareholders  entitled to
notice of the meeting  shall be at the close of business on the day  immediately
preceding  the day on which the notice is given,  or if no notice is given,  the
day on which the meeting is held.

10.07 Meetings  Without Notice - A meeting of  Shareholders  may be held without
notice at any time and place  permitted  by the Act (a) if all the  Shareholders
entitled to vote  thereat are  present in person or  represented  by proxy or if
those not present or represented  by proxy waive notice of or otherwise  consent
to such  meeting  being held,  and (b) if the  Auditors  and the  Directors  are
present or waive notice of or otherwise  consent to such meeting  being held; so
long as such  Shareholders,  Auditors or  Directors  are not  attending  for the
express  purpose of objecting to the  transaction of any business on the grounds
that the meeting is not lawfully  called.  At such a meeting any business may be
transacted which the Corporation at a meeting of Shareholders  may transact.  If
the  meeting is held at a place  outside  Canada,  Shareholders  not  present or
represented  by proxy,  but who have waived notice of or otherwise  consented to
such meeting,  shall also be deemed to have  consented to the meeting being held
at such place.

10.08  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  and who is present  at the  meeting:  President,  Managing
Director, Chairman of the Board, or a Vice-President who is a Shareholder. If no
such  Officer is present  and  willing to act as  Chairman at the time fixed for
holding the meeting,  the persons  present and entitled to vote shall choose one
of their number or some other person present to be Chairman. If the Secretary of
the  Corporation is absent,  the Chairman  shall appoint some other 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.

10.09 Persons  Entitled To Be Present - The only persons  entitled to be present
at a meeting  of  Shareholders  shall be those  entitled  to vote  thereat,  the
Directors and Auditors of the Corporation 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 be present at 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.

10.10  Quorum - A quorum  for the  transaction  of  business  at any  meeting of
Shareholders  shall be two persons  present in person,  each being a Shareholder
entitled  to  vote  thereat  or a  duly  appointed  Proxyholder  for  an  absent
Shareholder so entitled. If a quorum is present at the opening of any meeting of
Shareholders,  the Shareholders present or represented by proxy 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 by proxy may adjourn
the meeting to a fixed time and place but may not transact any other business.

10.11  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  has prepared  the list  referred to in
section 10.05,  every person who is named in such list shall be entitled to vote
the  shares  shown t opposite  his name  except to the  extent  that,  where the
Corporation  has fixed a record  date in respect  of such  meeting  pursuant  to
section 10.06,  such person has  transferred any of his shares after such record
date  and  the  transferee,   having  produced  properly  endorsed  certificates
evidencing such shares or having otherwise established that he owns such shares,
has  demand not later than Ten (10) days  before  the  meeting  that his name be
included in such list.  In any such 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  10.05,
every person shall be entitled 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.

10.12 Proxies - 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 to
the  requirements  of the Act.  In the  case of a  corporate  Shareholder  or an
association,  such Shareholders may authorized by resolution of its Directors or
governing  bodies, an individual to represent it at a meeting of Shareholder 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.  Any  such
proxyholder or representation need not be a Shareholder.

10.13 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  Forty-eight (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, unless 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 voting.

10.14 Joint  Shareholders - If two or more persons hold shares jointly,  any one
of them present in person or represented  by proxy 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  by proxy and vote,  they
shall vote as one the shares jointly held by them.

10.15  Votes To Govern - At a meeting  of  Shareholders  every  question  shall,
unless otherwise required by the articles or by-laws or by law, be determined by
a majority  of the votes cast on the  question.  In case of an equality of votes
either upon a show of hands or upon a poll, the Chairman of the meeting shall be
entitled to a second or casting vote.

10.16 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 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 question.

10.17  Ballots - On any  question  proposed  for  consideration  at a meeting of
Shareholders,  and  whether or not a show of hands has been taken  thereon,  any
Shareholder or proxyholder entitled to vote at the meeting may require or 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.

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

10.19  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 Auditors in accordance with the Act.

10.20 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 11

                            DIVISIONS AND DEPARTMENTS

11.01 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.

11.02 Name Of Division - 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 name in legible
characters in all contracts,  invoices,  negotiable  instruments  and orders for
goods and services issued or made by or on behalf of the Corporation.

11.03  Officers Of Divisions - From time to time the Board,  or if authorized by
the Board,  the  President,  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  President,  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 of
their sub-units shall not, as such, be Officers of the Corporation.

                                     PART 12

                                     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 or member of a
committee of the Board shall 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 it
sent to him at his  recorded  address  by any means of  prepaid  transmitted  or
recorded communication. A notice so delivered shall be deemed to have been given
when it is delivered  personally  or to the  recorded  address as  aforesaid;  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 or member of a
committee of the Board in accordance with any information  believed by him to be
reliable.

12.02 Notice To Joint  Shareholders  - If two or more persons are  registered as
joint  holders of any share,  any notice shall be addressed to all of such joint
holders but notice to one of such persons shall be  sufficient  notice to all of
them.

12.03  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 will be excluded and the date of
the meeting or other event shall be included.

12.04  Undelivered  Notices - If a notices  given to a  Shareholder  pursuant to
section 12.01 is returned on three  consecutive  occasions  because he cannot be
found,  the  Corporation  shall not required to give any further notices to such
Shareholder until he informs the Corporation in writing of his new address.

12.05  Omissions And Errors - The accidental  omission to give any notice to any
Shareholder, Director, Officer, Auditor or member of a committee of the Board or
the  non-receipt  of any  notice by such  person or any error in any  notice not
affecting  the  substance  thereof  shall not  invalidate an action taken at any
meeting held pursuant to such notice or otherwise founded thereon.

12.06  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.

12.07 Waiver Of Notice - Any  Shareholder  (or his duly appointed  proxyholder),
Director, Officer, Auditor or member of a committee of the Board 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 or of a committee
that may be given in any manner.


                                     PART 13

                                 EFFECTIVE DATE

13.01  Effective  Date - This by-law shall come into force when confirmed by the
Shareholders in accordance with the Act.

13.02 Repeal - All previous by-laws of the  Corporation,  except such by-laws of
the  Corporation  as have been confirmed by the issue of  supplementary  letters
patent,  are repealed as of the coming into force of this by-law  provided  such
repeal  shall not affect the  previous  operation  of any by-law so  repealed or
affect the validity of any act done or right, privilege, obligation or liability
acquired or incurred  under or the validity of any  contract or  agreement  made
pursuant to any such by-law prior to its repeal. All Officers and persons acting
under any by-law so repealed  shall  continue to act as if  appointed  under the
provisions of this by-law and all resolutions of the  Shareholders or Board with
continuing effect passed under any repealed by-law shall continue good and valid
except  to the  extent  inconsistent  with this  by-law  and  until  amended  or
repealed.

The  foregoing  by-law  was  approved  and  adopted  by  the  directors  of  the
Corporation  effective  on  December  31,  1997,  and June 3,  2002,  and by the
shareholders of the Corporation effective on June 30, 1998, and June 28, 2002.




/s/ Gregory A. Sasges
--------------------------------------------
SECRETARY