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                                                                     Exhibit 3.4


                             RESTATED BY-LAW NO. 2A

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

                          DELANO TECHNOLOGY CORPORATION
                               (the "Corporation")

                               1 - INTERPRETATION

1.1      DEFINITIONS

In this by-law and all other by-laws of the Corporation, unless the context
requires otherwise:

         (a)      "the Act" means the Business Corporations Act (Ontario), or
                  any statute which may be substituted therefor, including the
                  regulations made thereunder as amended from time to time;

         (b)      "articles" means the original or restated articles of
                  incorporation, articles of amendment, articles of
                  amalgamation, articles of arrangement, articles of
                  continuance, articles of dissolution, articles of
                  re-organization, articles of revival, letters patent,
                  supplementary letters patent, a special Act and any other
                  instrument by which the Corporation is incorporated;

         (c)      "board" means the board of directors of the Corporation; and
                  "director" means a member of the board;

         (d)      "meeting of shareholders" means an annual meeting of
                  shareholders or a special meeting of shareholders;

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

         (f)      "person" includes an individual, sole proprietorship,
                  partnership, unincorporated association, unincorporated
                  syndicate, unincorporated organization, trust, body corporate,
                  and a natural person in the capacity of trustee, executor,
                  administrator, or other legal representative;

         (g)      "resident Canadian" means a Canadian citizen ordinarily
                  resident in Canada or as otherwise defined in the Act;

         (h)      words importing the singular number also include the plural
                  and vice-versa; words importing the masculine gender include
                  the feminine and neuter genders;

         (i)      all words used in this by-law and defined in the Act shall
                  have the meanings given to such words in the Act or in the
                  related Parts thereof.
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1.2      EXECUTION IN COUNTERPART AND BY FACSIMILE

Signatures on any notice, resolution, requisition, statement or other document
required or permitted to be executed by more than one person for the purposes of
the Act may be obtained by means of facsimile or by execution of several
documents of like form, each of which is executed by one or more of such
persons, and such documents, when duly executed by all persons required or
permitted, as the case may be, to do so, shall be deemed to constitute one
document for the purposes of the Act.

                              2 - GENERAL BUSINESS

2.1      REGISTERED OFFICE

The registered office of the Corporation shall be in the municipality or
geographical township within Ontario specified in the articles or in a special
resolution and at such location therein as the board may from time to time
determine.

2.2      SEAL

The Corporation may have a seal which shall be adopted and may be changed by the
board.

2.3      FINANCIAL YEAR

Until changed by the board, the financial year of the Corporation shall end on
the 31st day of March in each year.

2.4      EXECUTION OF INSTRUMENTS

Deeds, transfers, assignments, contracts, obligations, certificates and other
instruments shall be signed on behalf of the Corporation by any one person who
holds the office of chairman of the board, president, managing director,
vice-president, secretary, treasurer, assistant secretary, assistant treasurer,
or any other office created by by-law or by resolution of the board or who is a
director. 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.

The secretary or any other officer or any director may sign certificates and
similar instruments (other than share certificates) on the Corporation's behalf
with respect to any factual matters relating to the Corporation's business and
affairs, including certificates verifying copies of the articles, by-laws,
resolutions and minutes of meetings of the Corporation.

2.5      BANKING ARRANGEMENTS

The banking business of the Corporation, or any part thereof, shall be
transacted with such bank, trust company or other firm or body corporate as the
board may designate, appoint or authorize from time to time and all such banking
business, or any part thereof, shall be transacted on the Corporation's behalf
by such one or more officers or other persons as the board may designate, direct
or authorize from time to time and to the extent thereby provided.

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                                  3 - BORROWING

3.1      BORROWING

Without limit to the powers of the board as provided in the Act, the board may
from time to time on behalf of the Corporation:

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

         (b)      issue, reissue, sell or pledge debt obligations of the
                  Corporation;

         (c)      to the extent permitted by the Act, give, directly or
                  indirectly, financial assistance to any person by means of a
                  loan, a guarantee or otherwise to secure the performance of
                  an obligation; and

         (d)      mortgage, hypothecate, pledge or otherwise create a security
                  interest in all or any property of the Corporation, owned or
                  subsequently acquired, to secure any obligation of the
                  Corporation.

3.2      DELEGATION

Subject to the Act, the articles and the by-laws, the board may from time to
time delegate to a director, a committee of directors or an officer of the
Corporation or such other person or persons so designated by the board all or
any of the powers conferred on the board by section 3.1 or by the Act to such
extent and in such manner as the board shall determine at the time of each such
delegation.

                                  4 - DIRECTORS

4.1      DUTIES OF DIRECTORS

The board shall manage or supervise the management of the business and affairs
of the Corporation.

4.2      QUALIFICATIONS OF DIRECTORS

A majority of directors on the board shall be resident Canadians. No person
shall be elected or appointed a director if that person is less than 18 years of
age, of unsound mind and has been so found by a court in Canada or elsewhere, is
not an individual, or has the status of bankrupt. A director need not hold
shares issued by the Corporation. At least one-third of the directors of an
offering corporation shall not be officers or employees of the corporation or
any of its affiliates.

4.3      NUMBER OF DIRECTORS

The board shall consist of such number of directors as shall be set out in the
articles or as may from time to time be determined in accordance with the Act.
Where the board is empowered by special resolution to determine the number of
directors within a range set out in the articles:

         (a)      the directors may appoint additional directors provided that
                  after such appointment the total number of directors would not
                  be greater than one and one-


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                  third times the number of directors required to have been
                  elected at the last annual meeting nor greater than the
                  maximum number set out above; and

         (b)      the number of directors to be elected at the annual meeting
                  shall be the number of directors last determined by the board.

4.4      QUORUM

Quorum for meetings of the board of directors shall consist of a majority of the
members of the board.

4.5      ELECTION AND TERM

Directors shall be elected by the shareholders at the first meeting of
shareholders after the effective date of this by-law and at each succeeding
annual meeting at which an election of directors is required and shall hold
office until the next annual meeting of shareholders or, if elected for an
expressly stated term, for a term expiring not later than the close of the third
annual meeting of shareholders following the election. The number of directors
to be elected at any such meeting shall be that number most recently determined
in the manner referred to in section 4.3. The election need not be by ballot
unless a ballot is demanded by any shareholder or required by the chairman in
accordance with section 8.18. If an election of directors is not held at an
annual meeting of shareholders at which such election is required, the incumbent
directors shall continue in office until their successors are elected.

4.6      REMOVAL OF DIRECTORS

Subject to the provisions of the Act, the shareholders may, by ordinary
resolution passed by a majority of the votes cast at a meeting of shareholders,
remove any director and may at that meeting elect a qualified person in place of
that director for the unexpired term of such director's predecessor.

4.7      CEASING TO HOLD OFFICE

A director may resign as director by delivering a written resignation to the
Corporation and such resignation becomes effective at the time the resignation
is received by the Corporation or the time specified in the resignation
whichever is later. A director shall forthwith cease to hold office as a
director should the director cease to be qualified in accordance with the Act.
Any attempt to amend or terminate any unanimous shareholder agreement without
written consent of all persons who are then directors of the Corporation shall
constitute the immediately effective resignation of all such directors who have
not so consented.

4.8      VACANCIES

Subject to the Act, a quorum of directors (whether or not the majority of such
quorum are resident Canadians) may fill a vacancy among the directors, except a
vacancy resulting from,

         (a)      an increase in the number of directors otherwise than an
                  increase in the board of directors pursuant to a special
                  resolution empowering the board to fix the number of directors
                  within a range set out in the articles; or,
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         (b)      an increase in the maximum number of directors set out in the
                  articles, as the case may be; or,

         (c)      a failure to elect the number of directors required to be
                  elected at any meeting of shareholders.

4.9      ACTION BY THE BOARD

The board shall exercise its powers by or pursuant to a by-law or resolution
either passed at a meeting of directors at which a quorum is present and at
which a majority of the directors present are resident Canadians or consented to
by the signatures of all the directors then in office if constituting a quorum.
Where a corporation has fewer than three directors, one of the directors present
at a meeting of directors shall be a resident Canadian. Subject to the Act, the
board may transact business at a meeting of directors where a majority of
resident Canadian directors is not present if 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 a majority
of resident Canadian directors would have been present had that director been
present at the meeting.

4.10     ACTION IN WRITING

A resolution in writing, signed by all the directors entitled to vote on that
resolution at a meeting of directors or a committee of directors, is as valid as
if it had been passed at a meeting of directors or a committee of directors.

4.11     MEETINGS BY TELEPHONE

Any director may participate in a meeting of the board by means of such
telephone, electronic, or other communication facilities as permit all persons
participating in the meeting to communicate with each other simultaneously and
instantaneously, if all the directors present at or participating in the meeting
consent to the holding of meetings in such manner.

4.12     PLACE OF MEETINGS

Meetings of the board may be held at the registered office of the Corporation or
at any other place within or outside Ontario and in any financial year of the
Corporation a majority of the meetings of the board need not be held in Canada.

4.13     CALLING OF MEETINGS

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

4.14     NOTICE OF MEETINGS

Notice of the time and place of each meeting of the board shall be given to each
director not less than 48 hours before the time when the meeting is to be held
and need not be in writing. No notice of a meeting shall be necessary if all the
directors and officers are present or if those absent waive notice of such
meeting, except where a director attends the meeting for the sole

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purpose of objecting to the transaction of any business on the grounds that the
meeting is not lawfully called. The notice of the 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 or the general nature thereof to
be specified.

4.15     FIRST MEETING OF NEW BOARD

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

4.16     ADJOURNED MEETING

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

4.17     REGULAR MEETINGS

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

4.18     VOTES TO GOVERN

At all meetings of the board any question shall be decided by a majority of the
votes cast on the question and in the case of an equality of votes the chairman
of the meeting shall not be entitled to a second or casting vote. Any question
at a meeting of the board shall be decided by a show of hands unless a ballot is
required or demanded.

4.19     CHAIRMAN AND SECRETARY

The chairman of the board or, in the absence of the chairman, the president if a
director or, in the absence of the president, a vice-president who is a director
shall be chairman of any meeting of the board. If none of the said officers is
present, the directors present shall choose one of their number to be chairman.
The secretary of the Corporation shall act as secretary at any meeting of the
board and, if the secretary of the Corporation is absent, the chairman of the
meeting shall appoint a person who need not be a director to act as secretary of
the meeting.

4.20     REMUNERATION AND EXPENSES

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

Subject to and in accordance with the provisions of the Act, a director or
officer of the Corporation who is a party to a material contract or transaction
or proposed material contract or transaction with the Corporation, or is a
director or an officer of or has a material interest in any person who is a
party to a material contract or transaction or proposed material contract or
transaction with the Corporation, shall disclose in writing to the Corporation
or request to have entered in the minutes of meetings of directors the nature
and extent of such interest, and any such director shall refrain from voting in
respect thereof unless otherwise permitted by the Act.

                                 5 - COMMITTEES

5.1      COMMITTEES OF DIRECTORS

The board may appoint, from their number, a committee or committees of
directors, however designated, and delegate to such committee or committees any
of the powers of the board except powers to:

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

         (b)      fill a vacancy among the directors or in the office of
                  auditor, or appoint or remove any of the chief executive
                  officer, however designated, the chief financial officer,
                  however designated, the chairman of the board or the president
                  of the corporation;

         (c)      issue securities except in the manner and on the terms
                  authorized by the directors;

         (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 information circular;

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

         (i)      approve any annual financial statements; or

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

A majority of the members of any such committee shall be resident Canadians.

5.2      TRANSACTION OF BUSINESS

The powers of a committee of directors may be exercised by a meeting at which a
quorum is present or by resolution in writing signed by all the 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 Ontario and, subject to the provisions of
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section 4.11 which shall be applicable mutatis mutandis, may be held by means of
telephone or other communications equipment.

5.3      PROCEDURE

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

                                  6 - OFFICERS

6.1      APPOINTMENT OF OFFICERS

The board may from time to time appoint a chairman of the board, a managing
director (who shall be a resident Canadian), a president, one or more
vice-presidents, 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 such officers 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 other than
any of the powers listed in section 5.1. Except for a managing director and a
chairman of the board, an officer need not be a director and one person may hold
more than one office. The president or such other officer as the board may
designate shall be the chief executive officer of the Corporation.

6.2      AGENTS AND ATTORNEYS

The board shall have the power from time to time to appoint agents or attorneys
for the Corporation in or out of Ontario with such powers of management or
otherwise (including the power to sub-delegate) as the board may determine.

6.3      CONFLICT OF INTEREST

An officer shall disclose an interest in any material contract or transaction or
proposed material contract or transaction with the Corporation in accordance
with section 4.21.

                    7 - PROTECTION OF DIRECTORS AND OFFICERS

7.1      INDEMNITY OF DIRECTORS AND OFFICERS

The Corporation shall indemnify a director or officer of the Corporation, a
former director or officer of the Corporation 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 the heirs and legal
representatives of any such person, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by such person in respect of any civil, criminal or administrative
action or proceeding to which the person is made a party by reason of being or
having been a director or officer of such corporation or body corporate, if

         (a)      the person acted honestly and in good faith with a view to
                  the best interests of the Corporation; and
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         (b)      in the case of a criminal or administrative action or
                  proceeding that is enforced by a monetary penalty, the person
                  had reasonable grounds for believing that the relevant conduct
                  was lawful.

The Corporation may, with the approval of the court, indemnify a person referred
to above in respect of an action by or on behalf of the Corporation or body
corporate to procure a judgment in its favour, to which the person is made a
party by reason of being or having been a director or an officer of the
Corporation or body corporate, against all costs, charges and expenses
reasonably incurred by that person in connection with such action if the person
fulfills the conditions set out in (a) and (b) above.

Notwithstanding anything in this section, a person referred to above is entitled
to indemnity from the Corporation in respect of all costs, charges and expenses
reasonably incurred by that person in connection with the defence of any civil,
criminal or administrative action or proceeding to which the person is made a
party by reason of being or having been a director or officer of the Corporation
or body corporate, if the person seeking indemnity,

         (a)     was substantially successful on the merits in that person's
                 defence of the action or proceeding; and

         (b)      fulfills the conditions set out in (a) and (b) above.

7.2      INSURANCE

Subject to the Act, the Corporation may purchase and maintain insurance for the
benefit of any person referred to above against any liability incurred by that
person,

         (a)      in the capacity as a director or officer of the Corporation,
                  except where the liability relates to that person's failure to
                  act honestly and in good faith with a view to the best
                  interests of the Corporation; or

         (b)      in the capacity as a director or officer of another body
                  corporate where said person acts or acted in that capacity at
                  the Corporation's request, except where the liability relates
                  to that person's failure to act honestly and in good faith
                  with a view to the best interests of the body corporate.

                          8 - MEETINGS OF SHAREHOLDERS

8.1      ANNUAL MEETINGS

The annual meeting of shareholders shall be held on such day and at such time in
each year as the board, or the chairman of the board, or the president, in the
absence of the chairman of 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 auditors
and the transaction of such other business as may properly be brought before the
meeting.

8.2      SPECIAL MEETINGS

The board shall have power to call a special meeting of shareholders at any
time.

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8.3      RESOLUTION IN LIEU OF MEETING

Except where a written statement is submitted by a director or where
representations in writing are submitted by an auditor in accordance with the
provisions of the Act, 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; and a resolution in
writing dealing with all matters required to be dealt with at a meeting of
shareholders, and signed by all the shareholders entitled to vote at such
meeting, satisfies all the requirements of the Act relating to meetings of
shareholders.

8.4      PLACE OF MEETINGS

Subject to the articles, a meeting of shareholders of the Corporation shall be
held at such place in or outside Ontario as the directors determine or, in the
absence of such a determination, at the place where the registered office of the
Corporation is located.

8.5      NOTICES OF MEETINGS

Notice of the time and place of every meeting of shareholders shall be sent in
the case of an offering corporation, not less than 21 days and, in the case of
any other corporation, not less than 10 days, but in either case, not more than
50 days before the meeting to each shareholder entitled to vote at the meeting,
to each director and to the auditor of the Corporation. Notice of a meeting of
shareholders at which special business is to be transacted shall state or be
accompanied by a statement of (i) the nature of that business in sufficient
detail to permit the shareholder to form a reasoned judgment thereon and (ii)
the text of any special resolution or by-law to be submitted to the meeting. All
business transacted at a special meeting of shareholders and all business
transacted at an annual meeting of shareholders, except consideration of the
minutes of an earlier meeting, the financial statements and auditor's report,
election of directors and reappointment of the incumbent auditor, is deemed to
be special business.

8.6      RECORD DATE FOR NOTICE

The board may fix in advance a record date, preceding the date of any meeting of
shareholders by not more than 50 days and not less than 21 days, for the
determination of the shareholders entitled to notice of the meeting, provided
that notice of any such record date is given, not less than 7 days before such
record date, by advertisement in a newspaper published or distributed in the
place where the Corporation has its registered office and in each place in
Canada where it has a transfer agent or where a transfer of the Corporation's
shares may be recorded, and, where applicable, by written notice to each stock
exchange in Canada on which the Corporation's shares are listed for trading
unless notice of the record date is waived in writing by every holder of a share
of the class or series affected whose name is set out in the securities register
of the Corporation at the close of business on the day the directors fix the
record date. If no record date is fixed the record date for the determination of
the 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.
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8.7      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 entitled to be voted at the meeting held
by each shareholder. If a record date for the meeting is fixed, such list shall
be prepared as of such record date and not later than 10 days after such record
date. If no record date is fixed, such list shall be prepared as of the close of
business on the day immediately preceding the day on which the notice of the
meeting is given and shall be prepared at such time. 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 its central securities register
is maintained and at the meeting for which the list is prepared. Notwithstanding
the foregoing, where no notice of meeting is given, such list shall be prepared
as of the day on which the meeting is held and so that it is available at such
meeting.

8.8      CHAIRMAN AND SECRETARY

The chairman of the board or, in the absence of the chairman, the president or,
in the absence of the president, a vice-president shall be chairman of any
meeting of shareholders and, if none of the said officers be present within 15
minutes after the time appointed for holding the meeting, the shareholders
present and entitled to vote shall choose a chairman from amongst themselves.
The secretary of the Corporation shall act as secretary at any meeting of
shareholders or, if the secretary of the Corporation be absent, the chairman of
the meeting 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 resolution or by the chairman with the consent
of the meeting.

8.9      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.

8.10     QUORUM

A quorum of shareholders shall be present at a meeting of shareholders if the
holders of at least 10% of the shares entitled to vote at the meeting are
present in person or represented by proxy. A quorum need not be present
throughout the meeting provided that a quorum is present at the opening of the
meeting.

8.11     RIGHT TO VOTE

At any meeting of shareholders every person who is named in the list referred to
in section 8.7, shall be entitled to vote the shares shown thereon opposite such
person's name except to the extent that such person has transferred any of such
shares and the transferee, upon producing properly endorsed certificates
evidencing such shares or otherwise establishing that the transferee owns such
shares, demands not later than the time at which the meeting commences that the
transferred name be included on the list to vote the transferred shares at the
meeting.
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8.12     PROXIES AND REPRESENTATIVES

Every shareholder entitled to vote at a meeting of shareholders may, by means of
a proxy, appoint a proxyholder, or one or more alternate proxyholders, who need
not be shareholders, as that shareholder's nominee, to attend and act at the
meeting in the manner, to the extent, and with the authority conferred by the
proxy. A proxy shall be in writing executed by the shareholder or shareholder's
attorney authorized in writing. A body corporate or association which is a
shareholder of the Corporation may be represented at a meeting of shareholders
by any individual authorized by a resolution of its directors or governing body
of the body corporate or association and such individual may exercise on behalf
of the body corporate or association represented all the powers it could
exercise if it were an individual shareholder. In the case of a proxy appointing
a proxyholder to attend and act at a meeting or meetings of shareholders of an
offering corporation, the proxy ceases to be valid one year from its date.

8.13     TIME FOR DEPOSIT OF PROXIES

The directors may by resolution fix a time not exceeding forty-eight hours,
excluding non-business days, preceding any meeting or adjourned meeting of
shareholders before which time proxies to be used at that meeting must be
deposited with the Corporation or an agent thereof, and any period of time so
fixed shall be specified in the notice calling the meeting. A proxy may be used
at the meeting 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, it shall have been received by the
secretary of the Corporation or by the chairman of the meeting or adjournment
thereof prior to the time of voting.

8.14     JOINT SHAREHOLDERS

Where two or more persons hold the same shares jointly, one of those holders
present or represented by proxy at a meeting of shareholders may in the absence
of the other or others vote such shares, but, if more than one of such persons
are present or represented by proxy, that one of such persons whose name stands
first on the securities register of the Corporation or that person's proxy shall
alone be entitled to vote such shares.

8.15     VOTES TO GOVERN

Except as otherwise required by the Act, all questions proposed for the
consideration of shareholders at a meeting of shareholders shall be determined
by the majority of the votes cast, whether by a show of hands or by ballot, as
the case may be.

8.16     CASTING VOTE

In case of an equality of votes at any meeting of shareholders either upon a
show of hands or upon a ballot, the chairman of the meeting shall not be
entitled to a second or casting vote.

8.17     SHOW OF HANDS

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 thereon shall
have one vote. Whenever a vote by show of
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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 said question.

8.18     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,
or any shareholder or proxyholder entitled to vote 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 the person 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.

8.19     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.

8.20     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.

                                 9 - SECURITIES

9.1      OPTIONS OR RIGHTS

Subject to the provisions of the Act and the articles, the board may from time
to time issue or grant options to purchase or rights to acquire 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.

9.2      COMMISSIONS

The board may from time to time authorize the Corporation to pay a reasonable
commission to any person in consideration of 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>   14


                                      -14-


9.3      SECURITIES RECORDS

The Corporation shall prepare and maintain, at its registered office or at any
other place in Ontario designated by the board, a securities register in which
it records the securities issued by it in registered form, showing with respect
to each class or series of securities:

         (a)      the names, alphabetically arranged, of persons who,

                  (i)      are or have been within six years registered as
                           shareholders of the Corporation, the address
                           including the street and number, if any, of every
                           such person while a holder, and the number and class
                           of shares registered in the name of such holder,

                  (ii)     are or have been within six years registered as
                           holders of debt obligations of the Corporation, the
                           address including the street and number, if any, of
                           every such person while a holder, and the class or
                           series and principal amount of the debt obligations
                           registered in the name of such holder, or

                  (iii)    are or have been within six years registered as
                           holders of warrants of the Corporation, other than
                           warrants exercisable within one year from the date of
                           issue, the address including the street and number,
                           if any, of every such person while a registered
                           holder, and the class or series and number of
                           warrants registered in the name of such holder; and

         (b)      the date and particulars of the issue of each security and
                  warrant.

9.4      REGISTER OF TRANSFER

The Corporation shall cause to be kept a register of transfers in which all
transfers of securities issued by the Corporation in registered form and the
date and other particulars of each transfer shall be set out.

9.5      REGISTRATION OF TRANSFER

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 a transfer endorsed thereon or delivered therewith
duly executed by the registered holder or by the holder's attorney or successor
duly appointed, together with such reasonable assurance or evidence of
signature, identification and authority to transfer as the board may from time
to time prescribe, upon payment of all applicable taxes and any fees prescribed
by the board or in accordance with the Act upon compliance with such
restrictions on transfer as are authorized by the articles and upon satisfaction
of any lien referred to in section 9.6.

9.6      LIEN FOR INDEBTEDNESS

Except in the case of any class or series of shares of the Corporation listed on
a stock exchange, the Corporation shall have a lien on the shares registered in
the name of a shareholder who is indebted to the Corporation, to the extent of
such indebtedness and such lien may be enforced, subject to any 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
<PAGE>   15
                                      -15-


permitted by law or by equity and, pending such enforcement, the Corporation
may refuse to register a transfer of the whole or part of such shares.

9.7      NON-RECOGNITION OF TRUSTS

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

9.8      SECURITY INSTRUMENTS

Every holder of one or more securities of the Corporation shall be entitled, at
the holder's option, to a security certificate in respect of the securities held
by that person or to a non-transferable written acknowledgement of that person's
right to obtain a security certificate, stating the number and class or series
of shares held by that person as shown on the securities register. Security
certificates and acknowledgements of a shareholder's right to a security
certificate, respectively, shall be in such form as the board may from time to
time approve. Unless otherwise ordered by the board, security certificates shall
be signed by any one of:

         (a)      the chairman of the board, the president, the managing
                  director, a vice-president or a director, and any one of:

         (b)      the secretary, treasurer, any assistant secretary or any
                  assistant treasurer or a director

and need not be under corporate seal. Signatures of signing officers may be
printed or mechanically reproduced in facsimile upon security certificates and
every such facsimile shall for all purposes be deemed to be the signature of the
officer whose signature it reproduces and shall be binding upon the Corporation;
provided that at least one director or officer of the Corporation shall manually
sign each certificate (other than a scrip certificate or a certificate
representing a fractional share or a warrant or a promissory note that is not
issued under a trust indenture) in the absence of a manual signature thereon of
a duly appointed transfer agent, registrar, branch transfer agent or issuing or
other authenticating agent of the Corporation or trustee who certifies it in
accordance with a trust indenture. A security certificate executed as aforesaid
shall be valid notwithstanding that an officer whose facsimile signature appears
thereon no longer holds office at the date of issue of the certificate.

9.9      REPLACEMENT OF SECURITY CERTIFICATES

Subject to the provisions of the Act, the board or any officer or agent
designated by the board may in the discretion of the board or that person direct
the issue of a new security certificate in lieu of and upon cancellation of a
security certificate claimed to have been lost, apparently destroyed or
wrongfully taken on payment of such fee, prescribed by or in accordance with the
Act, 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.
<PAGE>   16


                                      -16-


9.10     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.

9.11     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 the Act and upon
compliance with the reasonable requirements of the Corporation or transfer
agent.

                            10 - DIVIDENDS AND RIGHTS

10.1     DIVIDENDS

Subject to the provisions of the Act and the articles, the board may from time
to time declare dividends payable to the shareholders according to their
respective rights and interests in the Corporation. Dividends may be paid in
money or property or by issuing fully paid shares or options or rights to
acquire fully paid shares of the Corporation.

10.2     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 the address recorded in the
Corporation's securities register, unless in each case 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, if more than one address is recorded in the Corporation's security
register in respect of such joint holding, the cheque shall be mailed to the
first address so appearing. 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.

10.3     NON-RECEIPT OR LOSS OF CHEQUES

In the event of non-receipt or loss of any dividend cheque by the person to whom
it is sent, 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.

10.4     RECORD DATE FOR DIVIDENDS AND RIGHTS

The board may fix in advance a date as the record date for the determination of
the shareholders entitled to receive payment of a dividend, entitled to
participate in a liquidation or distribution, or
<PAGE>   17
                                      -17-


for any other purpose except to receive notice of or to vote at a meeting, but
the record date shall not precede by more than 50 days the particular action to
be taken. Notice of the record date shall be given, not less than 7 days before
such record date, by advertisement in a newspaper published or distributed in
the place where the Corporation has its registered office and in each place in
Canada where it has a transfer agent or where a transfer of the Corporation's
shares may be recorded and, where applicable, by written notice to each stock
exchange in Canada on which the Corporation's shares are listed for trading,
unless notice of the record date is waived in writing by every holder of a share
of the class or series affected whose name is set out in the securities register
of the Corporation at the close of business on the day the directors fix the
record date. If no such record date is fixed, such record date shall be the
close of business on the day on which the directors pass the resolutions
relating thereto.

10.5     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.

                                  11 - NOTICES

11.1     METHOD OF GIVING NOTICES

Any notice, communication or document ("notice") to be given or sent pursuant to
the Act, the articles, the by-laws or otherwise to or on a shareholder,
director, officer, auditor or member of a committee of the board shall be
sufficiently given or sent if given or sent by prepaid mail, prepaid transmitted
or recorded communication, or delivered personally to such persons's latest
address as shown on the securities register of the Corporation or, in the case
of a director, if more current, the address as shown in the most recent notice
filed under the Corporations Information Act (Ontario). A notice shall be deemed
to have been received on the date when it is delivered personally, or on the
fifth day after mailing, or on the date of dispatch of a transmitted or recorded
communication. 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 the secretary to be
reliable.

11.2     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.

11.3     COMPUTATION OF TIME

In computing the date when notice must be sent under any provision requiring a
specified period of days' notice of any meeting or other event, the period of
days shall commence on the day following the sending of such notice and shall
terminate on the day preceding the date of the meeting or other event provided
that the last day of the period shall not be a non-business day.
<PAGE>   18


                                      -18-


11.4     UNDELIVERED NOTICES

If any notice given or sent to a shareholder pursuant to section 11.1 is
returned on three consecutive occasions because the person cannot be found, the
Corporation shall not be required to give or send any further notice to such
shareholder until the Corporation is informed in writing of the new address for
such person.

11.5     OMISSIONS AND ERRORS

The accidental omission to give or send any notice to any shareholder, director,
officer, auditor or member of a committee of the board 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 based thereon.

11.6     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 or sent
to the shareholder from whom the person derives title to such share prior to
that person's name and address being entered on the securities register (whether
such notice was given or sent before or after the happening of the event upon
which that person becomes so entitled) and prior to that person furnishing to
the Corporation the proof of authority or evidence of entitlement prescribed by
the Act.

11.7     WAIVER OF NOTICE

Any shareholder (or shareholder's duly appointed proxyholder), director,
officer, auditor or member of a committee of the board may at any time waive the
giving or sending of any notice, or waive or abridge the time for any notice,
required to be given to that person under any provision of the Act, the
articles, the by-laws or otherwise and such waiver or abridgement shall cure any
default in the giving or sending 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 which may be given in any manner.
Attendance of a director at a meeting of directors or of a shareholder or any
other person entitled to attend a meeting of shareholders is a waiver of notice
of the meeting except where such director, shareholder or other person, as the
case may be, attends a meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is not lawfully
called.

                             12 - REPEAL OF BY-LAWS

12.1     REPEAL

Upon this by-law coming into force, by-law number 2 of the Corporation is
repealed. However, such repeal shall not affect the previous operation of such
by-law or affect the validity of any act done or right, privilege, obligation or
liability acquired or incurred under the validity of any contract or agreement
made pursuant to such by-law prior to its repeal. All officers and persons
acting under such repealed by-law 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
<PAGE>   19

                                      -19-


repealed by-law shall continue good and valid, until amended or repealed, except
to the extent inconsistent with this by-law.

         ENACTED by the board of directors on December 13, 1999 and confirmed
by the shareholders of the Corporation on December 13, 1999.



          /s/ John Foresi                              /s/ David Lewis
-----------------------------------           ---------------------------------
  President - John Gregory Foresi                   Secretary - David Lewis