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EXHIBIT NO. 3.2:  AMENDMENTS TO BY-LAW NO. 1A

     The following amendments by the Board of Directors to By-Law No. 1A
replacing Sections 1.01 - Meetings, 1.02 - Notice of Meetings, 1.06 - Voting,
2.03 - Meetings of Directors and Notices, 2.04 - Quorum, 2.08 - Participation in
their entirety were approved by a resolution of the Shareholders of the Company
adopted at the Annual Meeting of Shareholders held on 25 April 2002, as follows:

"SECTION 1.01 - MEETINGS. The Directors shall call an annual meeting of
Shareholders not later than 15 months after the holding of the last preceding
annual meeting and may at any time call a special meeting of Shareholders.
Meetings shall be held at such place as the Directors may determine. Failing any
determination as to the location of the meeting by the Directors, the meeting
shall take place in the city of Montreal. Meetings shall be held at such time as
the Directors may determine.

Any person entitled to attend a meeting of Shareholders shall be entitled to
attend the meeting by means of a telephonic, electronic or other communication
facility, and a meeting of Shareholders may be held by telephonic, electronic or
other communication facility, unless the Directors otherwise determine and
provided that the Chairman is satisfied that all Shareholders will be able to
communicate adequately with each other during such meeting. Any person
participating in a meeting by telephonic, electronic or other communication
facility shall be deemed present at the meeting for all purposes.

SECTION 1.02 - NOTICE OF MEETINGS. Notice of time and place of each meeting of
Shareholders shall be given by sending the notice to each Shareholder entitled
to vote at the meeting, not less then 21 nor more then 60 days before the date
of the meeting.

Any notice, communication or document to be given by the Corporation pursuant to
the Canada Business Corporations Act, the Articles, the By-laws or otherwise, to
a Shareholder, Director, officer or auditor 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 by prepaid mail addressed to him at his
recorded address.

In addition to the foregoing, any such notice, communication or document
required to be given may instead be delivered by the Corporation in an
electronic or other technologically enhanced format, provided that the
requirements of the applicable law in respect of such delivery have been
complied with in all respects, including, where required, receipt by the
Corporation of the prior consent of the recipient to the delivery of such
notice, communication or document in electronic or other technologically
enhanced format and the designation by the recipient of the information system
for receipt thereof.

The accidental failure to give notice of a meeting of Shareholders to any person
entitled thereto or any error in such notice not affecting the substance thereof
shall not invalidate any action taken at the meeting.

SECTION 1.06 - VOTING. Voting at every meeting of Shareholders shall be by a
show of hands except where, either before or after a show of hands, a ballot is
required by the chairman of the meeting or is demanded by any person present and
entitled to vote at the meeting. Any vote may be held, in accordance with the
laws and regulations governing the Corporation, by means of a telephonic,
electronic or other communication facility, provided the Corporation makes
available such a communication facility.

SECTION 2.03 - MEETINGS OF DIRECTORS AND NOTICES. Meetings of the Directors may
be called at any time by or by order of the Chairman of the Board, the Vice
Chairman of the Board if one is in office, the President or any two Directors,
and may be held at the registered office of the Corporation, or at any other
place determined by the Directors. Notice specifying the place and time of each
such meeting shall be delivered to each Director or left at his usual residence
or usual place of business, or shall be mailed, sent by telefax or in an
electronic or other technologically enhanced format at least 72 hours prior to
the time fixed for such meeting. Notice of any meeting or any irregularity in
any meeting or the notice thereof may be waived by any Director either before or
after the meeting is held. In conjunction with the annual meeting of
Shareholders each year, the Directors shall meet to appoint the officers of the
Corporation and to transact such other business as may come before the meeting.

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SECTION 2.04 - QUORUM. The Directors may from time to time fix the quorum for
meetings of Directors, but unless so fixed, five Directors shall constitute a
quorum.

SECTION 2.08 - PARTICIPATION. Subject to the laws governing the Corporation, any
Director may, if all of the Directors consent, participate at any meeting of
Directors or of a committee of Directors by means of a telephonic, electronic or
other communication facility that permits all participants to communicate with
each other during the meeting. In the case of any such participation at any such
meeting, each such Director so participating shall be deemed to be present at
such meeting and such meeting shall be deemed to be held at the place specified
in the notice calling such meeting or in the waiver thereof and, in the absence
of any such specification, at the place where or from which the chairman of the
meeting shall have presided."

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