Exhibit 3.2(b)



                                 BY-LAW NUMBER 3

                       A by-law relating generally to the
                             business and affairs of
                                  DYNACARE INC.

                                    CONTENTS

                                                                          Page


Article One             INTERPRETATION                                      1


Article Two             BUSINESS OF THE CORPORATION                         2


Article Three           DIRECTORS                                           3


Article Four            COMMITTEES                                          6


Article Five            OFFICERS                                            7


Article Six             PROTECTION OF DIRECTORS, OFFICERS AND OTHERS        9


Article Seven           MEETINGS OF SHAREHOLDERS                           11


Article Eight           SHARES                                             15


Article Nine            DIVIDENDS AND RIGHTS                               17


Article Ten             DIVISIONS AND DEPARTMENTS                          18


Article Eleven          NOTICES                                            18


Article Twelve          EFFECTIVE DATE AND REPEAL                          20


<PAGE>
                                  ARTICLE ONE
                                INTERPRETATION


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

         (a)      "Act" means the Business Corporations Act (Ontario), and any
                  statute that may be substituted therefor, as from time to time
                  amended, and any reference to a particular provision of the
                  Act shall be deemed also to be a reference to any similar
                  provision resulting from the amendment or replacement thereof;

         (b)      "appoint" includes "elect" and vice-versa;

         (c)      "Articles" means the articles of the Corporation, as from time
                  to time amended or restated;

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

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

         (f)      "contracts, documents or instruments in writing" include
                  deeds, mortgages, hypothecs, charges, conveyances, transfers
                  and assignments of property, real or personal, moveable or
                  immovable, agreements, releases, receipts and discharges for
                  the payment of money or other obligations, conveyances,
                  transfers and assignments of securities and all paper
                  writings;

         (g)      "Corporation" means Dynacare Inc.;

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

         (i)      "non-business day" means Saturday, Sunday and any other day
                  that is a holiday as defined in the Interpretation Act
                  (Canada) and any statute that may be substituted therefor, as
                  from time to time amended;

         (j)      "recorded address" means, in the case of a shareholder, his
                  address as recorded in the securities register of the
                  Corporation; and in the case of joint shareholders, the
                  addresses appearing in such securities register in respect of
                  such joint holding or the first address so appearing if there
                  is more than one; in the case of a director, his latest
                  address as shown in the records of the Corporation or in the
                  last notice of directors or notice of change of directors as
                  filed in accordance with the Act; in the case of an officer or
                  auditor, his address as recorded in the records of the
                  Corporation; and in the case of the Corporation, its
                  registered office;


                                       1
<PAGE>
         (k)      "signing officer" means, in relation to any contracts,
                  documents or instruments in writing, any person authorized to
                  sign the same on behalf of the Corporation by Section 2.04
                  hereof or by any resolution passed pursuant thereto and, with
                  respect to certificates for shares of the Corporation, means
                  any person authorized to sign the same on behalf of the
                  Corporation by or pursuant to Section 8.02 hereof.

1.02     Subject to Section 1.01 hereof, terms defined in the Act and used
         herein shall, unless the context otherwise requires, have the same
         meaning herein as in the Act.

1.03     In this by-law words importing the singular number only include the
         plural and vice-versa and words importing the masculine gender include
         the feminine and neuter genders.

1.04     The terms "herein", "hereof", "hereby" and similar expressions refer to
         this by-law, as from time to time amended, and not to any particular
         Section or other portion hereof.

1.05     The division of this by-law into Articles and Sections and the
         insertion of headings are for convenience of reference only and shall
         not affect the construction or interpretation hereof.


                                  ARTICLE TWO
                           BUSINESS OF THE CORPORATION

2.01     Registered Office. Until changed in accordance with the Act, the
         registered office of the Corporation shall be in the City of Toronto,
         in the Province of Ontario and at such address therein as the board may
         from time to time by resolution determine.

2.02     Corporate Seal. The Corporation may have a corporate seal which shall
         be adopted and may be changed by resolution of the board.

2.03     Financial Year. The financial year of the Corporation shall be as
         determined by the board from time to time.

2.04     Execution of Instruments. Contracts, documents and instruments in
         writing required to be executed by the Corporation may be signed on
         behalf of the Corporation by any two directors or officers of the
         Corporation and all contracts, documents and instruments in writing so
         signed shall be binding upon the Corporation without any further
         authorization or formality. In addition, the board may at any time and
         from time to time by resolution direct the manner in which and the
         person or persons by whom any particular contract, document or
         instrument in writing or any class of contracts, documents and
         instruments in writing may or shall be signed on behalf of the
         Corporation. The corporate seal of the Corporation may be affixed to
         contracts, documents and instruments in writing signed as aforesaid by
         any signing officer but no such contract, document or instrument in
         writing shall be invalid by reason only of the corporate seal not being
         affixed thereto.

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


                                       2
<PAGE>
         and other persons as may from time to time be designated, appointed or
         authorized by or under the authority of the board. Such banking
         business, or any part thereof, shall be transacted by such persons
         (with or without the power to sub-delegate) under and in accordance
         with such agreements, instructions and delegations of power as the
         board may from time to time by resolution designate, direct or
         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 by
         resolution 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.


                                 ARTICLE THREE
                                   DIRECTORS

3.01     Number of Directors and Quorum. Until changed in accordance with the
         Act, the board shall consist of not less than 3 nor more than 20
         directors, of whom a majority shall be resident Canadians and at least
         one-third (1/3) of such directors shall not be officers or employees of
         the Corporation or any of its affiliates. The board shall be entitled
         from time to time by resolution, to fix the number of directors within
         such limits and to establish the quorum of directors for the
         transaction of business at not less than a majority of the minimum
         number of directors specified in the Articles. Until fixed as
         aforesaid, the number of directors of the Corporation shall be 9.
         Subject to Section 3.08 hereof, no business shall be transacted at a
         meeting of the board unless a quorum is present and a majority of the
         directors present are resident Canadians.

3.02     Qualification. The following persons are disqualified from being
         directors of the Corporation:

         (a)      anyone who is less than 18 years of age;

         (b)      anyone who is of unsound mind and has been so found by the
                  court in Canada or elsewhere;

         (c)      a person who is not an individual; or

         (d)      a person who has the status of a bankrupt.

         A director need not be a shareholder of the Corporation.


                                       3
<PAGE>
3.03     Election and Term. Shareholders shall, at the first meeting of
         shareholders and at each succeeding annual meeting of shareholders,
         elect directors to hold office until the next annual meeting or until
         their successors are elected and all the directors then in office shall
         retire but, if qualified, shall be eligible for re-election, provided
         that if an election of directors is not held at the proper time, the
         incumbent directors shall continue in office until their successors are
         elected. Subject to the provisions of the Articles, the number of
         directors to be elected at each such meeting shall be the number of
         directors then in office, unless the directors otherwise determine.
         Directors shall be elected by ordinary resolution of the shareholders
         passed on a show of hands unless a ballot is demanded in which event
         such election shall be by ballot.

3.04     Removal of Directors. Subject to the provisions of the Act, the
         shareholders may, by ordinary resolution passed at a special meeting,
         remove any director from office prior to the expiration of his term and
         the vacancy created by such removal may be filled at the same meeting
         failing which it may be filled by the directors.

3.05     Vacation of Office. The office of director shall ipso facto be vacated
         when he dies or resigns, becomes disqualified from being a director
         under Section 3.02 hereof, or if he is removed from office in
         accordance with Section 3.04 hereof. The resignation of a director
         becomes effective at the time a written resignation is sent to the
         Corporation, or at the time specified in the resignation, whichever is
         later.

3.06     Vacancies. Subject to the provisions of the Act, a quorum of directors
         may fill a vacancy among the directors, except a vacancy resulting from
         an increase in the number or minimum number of directors or from a
         failure of the shareholders to elect the number or minimum number of
         directors required by the Articles. In the absence of a quorum of the
         board, or if the vacancy has arisen from the failure of the
         shareholders to elect the number or minimum number of directors
         required by the Articles, the directors then in office shall forthwith
         call a special meeting of shareholders to fill the vacancy and, if they
         fail to call a meeting or if there are no directors then in office, the
         meeting may be called by any shareholder.

3.07     Action by the Board. Subject to Sections 3.08 and 3.09 hereof, the
         powers of the directors may be exercised by resolution passed at a
         meeting of the board 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 among the
         directors, the remaining directors may exercise all the powers of the
         board so long as a quorum remains in office.

3.08     Canadian Majority. The directors shall not transact business at a
         meeting of the board, other than filling a vacancy among the directors,
         unless a majority of directors present are resident Canadians, except
         where:

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


                                       4
<PAGE>
         (b)      a majority of resident Canadian directors would have been
                  present had that director been present at the meeting.

3.09     Meetings by Telephone. If all the directors of the Corporation consent,
         a director may participate in a meeting of the board or any committee
         of directors 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 shall be 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 directors held while the director giving such
         consent holds office.

3.10     Place of Meetings. Meetings of the board and of any committee of the
         board may be held at the head office of the Corporation or elsewhere
         within or outside Canada.

3.11     Calling of Meetings. Meetings of the board shall be held from time to
         time at such locations at such times and on such days as the board, the
         chairman of the board, the president if he is a director, a
         vice-president who is a director or any two directors may determine.
         The secretary or the assistant secretary shall convene a meeting of the
         board on the direction of the chairman of the board, the president, or
         a vice-president who is a director.

3.12     Notice of Meeting. Notice of the date, time and place of each meeting
         of the board shall be given in the manner provided in Section 11.01
         hereof to each director at least 48 hours before the time when the
         meeting is to take place; provided always that a director may in any
         manner, and either before or after the meeting, waive notice of a
         meeting of the board or any committee of directors; and attendance of a
         director at a meeting of the board or committee of directors shall
         constitute a waiver of notice of the meeting except where a director
         attends a meeting for the express purpose of objecting to the
         transaction of any business on the grounds that the meeting is not
         lawfully held. Subject to Section 109(5) of the Act, a notice of a
         meeting of directors need not specify the purpose of or the business to
         be transacted at the meeting.

3.13     First Meeting of New Board. No notice of the first meeting of the board
         held following a meeting of shareholders at which directors are elected
         shall be necessary in order to legally constitute the meeting, provided
         that a quorum of directors is present and further provided that such
         meeting is held not later than 3 days following such meeting of
         shareholders.

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

3.15     Regular Meetings. The directors may appoint a day or days in any month
         or months for regular meetings of the board at a stated place and hour.
         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


                                       5
<PAGE>
         meeting except where the Act requires a matter proposed to be dealt
         with at that meeting to be specified.

3.16     Chairman. The chairman of each meeting of the board shall be the
         chairman of the board, or in his absence or at his request, the
         president if he is a director, or in his absence or at his request, a
         vice-president who is a director. If no such person is present, the
         directors present shall choose one of their number to be chairman.

3.17     Votes to Govern. At all meetings of the board, every question to be
         decided shall be decided upon by a majority of the votes cast on the
         question. In case of an equality of votes, the chairman of the meeting
         shall not have a second or casting vote.

3.18     Remuneration of Directors. The directors shall be paid such
         remuneration for their services, if any, as the board may from time to
         time by resolution determine and such remuneration shall, subject to
         any agreement with any such director to the contrary, be in addition to
         any salary or professional fees paid to any director who is also an
         officer or employee of the Corporation or who is counsel to or
         otherwise serves the Corporation in a professional capacity. The board
         may also by resolution from time to time award special remuneration out
         of the funds of the Corporation to any director who performs any
         special work or service for, or undertakes any special mission on
         behalf of, the Corporation outside the work or services ordinarily
         required of a director by the Corporation. In addition, the directors
         shall also be reimbursed in respect of their out-of-pocket expenses
         incurred in attending board, committee and shareholders meetings, or
         otherwise in respect of the performance by them of their duties as
         directors, as the board may from time to time determine. Directors may
         participate in any stock option plans of the Corporation.

3.19     Submission of Contracts, Acts and Transactions for Shareholder
         Approval. The board may, in its discretion, submit any contract, act or
         transaction for approval, ratification or confirmation at any meeting
         of shareholders called for the purpose of considering the same, and,
         subject to the provisions of the Act, any such contract, act or
         transaction that shall be approved, ratified or confirmed by ordinary
         resolution at any such meeting (unless any different or additional
         requirement is imposed by the Act or by the Articles or any other
         by-laws of the Corporation) shall be as valid and binding upon the
         Corporation and upon all the shareholders as though it had been
         approved, ratified or confirmed by every shareholder of the
         Corporation.


                                  ARTICLE FOUR
                                   COMMITTEES

4.01     Compensation Committee. The board shall appoint annually from among its
         members a compensation committee consisting of not fewer than 3
         directors, a majority of whom shall be resident Canadians. The
         compensation committee shall have such powers and duties as the board
         may from time to time confer upon it, provided that the composition and
         powers of the compensation committee shall at all times comply with the


                                       6
<PAGE>
         provisions of the Act, any other applicable laws and the requirements
         of any exchange upon which the Corporations shares are listed.

4.02     Audit Committee. The board shall appoint annually from among its
         members an audit committee composed of not less than 3 directors, a
         majority of whom shall be resident Canadians. The audit committee shall
         have such powers and duties as the board may from time to time confer
         upon it, provided that the composition and powers of the audit
         committee shall at all times comply with the provisions of the Act, any
         other applicable laws and the requirements of any exchange upon which
         the Corporations shares are listed.

4.03     Compliance Committee. The board shall appoint annually from among its
         members a compliance committee composed of not less than 3 directors, a
         majority of whom shall be resident Canadians. The compliance committee
         shall have such powers and duties as the board may from time to time
         confer upon it, provided that the composition and powers of the
         compliance committee shall at all times comply with the provisions of
         the Act, any other applicable laws and the requirements of any exchange
         upon which the Corporations shares are listed.

4.04     Other Committees. The board may from time to time appoint from among
         its members such other committees as they may deem advisable, but the
         function of any such other committees shall be advisory only. A
         majority of the members of every such committee shall be resident
         Canadians.

4.05     Transaction of Business. Subject to the provisions of Section 3.09
         hereof, the powers of a committee of directors shall be exercised by
         resolution passed at a meeting at which a quorum is present or by
         resolution in writing signed by all directors entitled to vote on that
         resolution at a meeting of that committee. Subject to the provisions of
         the Act, any other applicable laws, the requirements of any exchange
         upon which the Corporations shares are listed, this Article Four and
         unless otherwise determined by the board, each committee shall have
         power to fix its quorum at not less than the majority of its members,
         to elect its chairman and to regulate its procedures.


                                  ARTICLE FIVE
                                    OFFICERS

5.01     Appointment. At the first meeting of the board following each annual
         meeting of shareholders at which directors are elected, the board shall
         appoint from among their number a chairman of the board and shall also
         appoint a president. In default of such appointment, the then
         incumbents, subject to the provisions of Section 5.09 hereof in the
         case of the chairman of the board, shall hold office until their
         successors are appointed.

         From time to time the board shall also appoint a secretary and, if it
         shall see fit, may also appoint one or more vice-presidents (to which
         title may be added words indicating seniority or function) a treasurer,
         a general manager and such other officers as the board deems
         appropriate, including one or more assistants to any of the officers so
         appointed. The board may specify the duties of and, in accordance with


                                       7
<PAGE>
         this by-law and subject to the provisions of the Act, delegate to such
         officers power to manage or supervise the management of the business
         and affairs of the Corporation. One person may hold more than one
         office and, save as herein otherwise provided with respect to the
         chairman of the board, an officer may but need not be a director. If
         the same person holds the office of secretary and treasurer he may, but
         need not, be known as the secretary/treasurer. Vacancies occurring from
         time to time in any office may be filled by the board.

5.02     Chairman of the Board. The chairman of the board shall be a director
         and shall, when present, preside at meetings of the board as provided
         in this by-law. The Chairman of the Board may be vested with and may
         exercise such powers and shall perform such other duties as my from
         time to time be assigned to him by the Board.

5.03     Chief Executive Officer. The chief executive officer of the Corporation
         shall be charged with managing the business and affairs of the
         Corporation and shall perform the duties incident to his office,
         subject to the authority of the board. In the absence or inability to
         act of the chairman of the board, the chief executive officer shall be
         vested with and may exercise all of the powers and perform all the
         duties of the chairman of the board; provided, however, that unless he
         is a director he shall not preside as chairman of any meeting of the
         board or at any committee of directors.

5.04     President. The president shall perform such duties and exercise such
         powers as the board may from time to time prescribe or as the chairman
         of the board or the chief executive officer may from time to time
         delegate to him. During the absence, inability or refusal to act of
         both the chairman of the board and the chief executive officer, or if
         the offices of both chairman of the board and chief executive officer
         shall be vacant, then during such absence, inability or refusal to act
         or so long as such vacancy exists in both such offices, all of the
         duties of the chairman of the board and of the chief executive officer
         may be performed and their powers exercised by the president, provided,
         however, that unless he is a director he shall not preside as chairman
         of any meeting of the board or at any committee of directors. If the
         president exercises any such duty or power, the absence, inability or
         refusal to act or vacancies in the offices of the chairman of the board
         and the chief executive officer shall be presumed with reference
         thereto.

5.05     Vice-Presidents. Each vice-president shall perform such duties and
         exercise such powers as the board may from time to time prescribe or as
         the chairman of the board, the chief executive officer or the president
         may from time to time delegate to him.

5.06     Secretary. The secretary shall attend and be the secretary of all
         meetings of the board, shareholders and committees of directors and
         shall enter or cause to be entered in the 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 directors. He shall,
         except when some other officer or agent has been appointed for that
         purpose, be custodian of the stamp or mechanical device generally used
         for affixing the corporate seal of the corporation and of all books,
         papers, contracts, documents and other instruments belonging to the


                                       8
<PAGE>
         Corporation and he shall have such other powers and duties as the
         board, the chairman of the board or the president may from time to time
         prescribe.

5.07     Treasurer. Subject to the provisions of any resolution of the board,
         the treasurer, if one be appointed, shall be responsible for the
         control of the funds of the Corporation, for all banking arrangements
         for the Corporation and for the safe-keeping of securities, shall keep
         or cause to be kept full and accurate books of account and accounting
         records as may be required by applicable law and shall render to the
         board as and when required of him an account of all his transactions as
         treasurer and of the financial position of the Corporation. In addition
         the treasurer shall have such other powers and duties as the board, the
         chairman of the board or the president may from time to time prescribe.

5.08     Powers and Duties of Other Officers. The powers and duties of all other
         officers of the Corporation shall be such as the terms of their
         engagement call for or as the board or chief executive officer may from
         time to time prescribe. Any of the powers and/or duties of an officer
         to whom an assistant has been appointed may be exercised and performed
         by such assistant, unless the board or the chief executive officer
         otherwise directs.

5.09     Variation of Powers and Duties. The board may from time to time,
         subject to the provisions of the Act, vary, add to or limit the powers
         and duties of any officer.

5.10     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. Save as aforesaid, each officer appointed by the
         board shall hold office until his successor is appointed; provided,
         that, the term of office of the chairman of the board shall expire if
         and when the person occupying that office ceases to be a director.

5.11     Agents and Attorneys. The board shall have the power from time to time
         to appoint agents or attorneys for the Corporation in or outside Canada
         with such powers of management or otherwise, including the power to
         sub-delegate, as the board may deem fit.

5.12     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 such form and
         with such surety as the board may from time to time determine.


                                  ARTICLE SIX
                  PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

6.01     Fiduciary Obligation.

         (a)      With respect to a material contract between the Corporation
                  and one or more director thereof or between the Corporation
                  and another person of which the director of the Corporation is
                  a director or in which he has a material interest, such
                  material contract is neither void nor voidable by reason only


                                       9
<PAGE>
                  of that relationship or by reason only that a director with an
                  interest in the contract is present at or is counted to
                  determine the presence of a quorum at a meeting of directors
                  or committee of directors that authorized the contract, if the
                  director disclosed his interest in accordance with the Act and
                  the contract was approved by the directors or the shareholders
                  and it was reasonable and fair to the Corporation at the time
                  it was approved.

         (b)      With respect to a non-material contract or transaction between
                  the Corporation and any director, the following shall apply.
                  No director shall be disqualified by reason of being a
                  director from, or be required to vacate his office as a
                  director by reason of, holding any other office or place of
                  profit with or with respect to the Corporation or any body
                  corporate in which the Corporation is or proposes to become a
                  shareholder, or by reason of contracting with or being
                  otherwise in any way directly or indirectly interested or
                  concerned in any contract or arrangement made or proposed to
                  be made with the Corporation, nor shall any director be liable
                  to account to the Corporation or any of its shareholders or
                  creditors for any profit arising from any such office or place
                  of profit; and, subject always to the provisions in that
                  regard contained in the Act, no contract or arrangement
                  entered into by or on behalf of the Corporation in which any
                  director shall be in any way directly or indirectly interested
                  shall be void or voidable, and no director shall be liable to
                  account to the Corporation or any of its shareholders or
                  creditors for any profit realized by or from any such contract
                  or arrangement by reason of any fiduciary relationship.

         (c)      No director shall be obliged to make any declaration of
                  interest with respect to a contract or proposed contract with
                  the Corporation in which such director is in any way directly
                  or indirectly interested except such declaration as is
                  required by the Act, nor, subject to such provisions, shall
                  any director be obliged to refrain from voting in respect of
                  any such contract.

         (d)      For the purposes of this section 6.01, the term "director"
                  shall include both a director and an officer. The provisions
                  of sub-sections 6.01 (b) and (c) are in supplement of and not
                  by way of limitation upon the rights and obligations in that
                  regard conferred upon directors by the Act.

6.02     Limitation of Liability. No director or officer of the Corporation
         shall be liable for the acts, receipts, neglects or defaults of any
         other director or officer or employee, or for joining in any receipt or
         other act for conformity, or for any loss, damage or expense happening
         to the Corporation through the insufficiency or deficiency of title to
         any property acquired for or on behalf of the Corporation, or for the
         insufficiency or deficiency of any security in or upon which any of the
         monies of the Corporation shall be invested, or for any loss or damage
         arising from the bankruptcy, insolvency or tortious acts of any person
         with whom any of the 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 the duties of his
         office or in relation thereto; provided that nothing herein shall


                                       10
<PAGE>
         relieve any director or officer from the duty to act in accordance with
         the Act and the regulations thereunder or from liability for any breach
         thereof.

6.03     Indemnification. Subject to 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 (or a person who undertakes or has undertaken any liability on
         behalf of the Corporation or any such body corporate) and his heirs and
         legal representatives, against all costs, charges and expenses,
         including an amount paid to settle an action or satisfy a judgment,
         reasonably incurred by him in respect of any civil, criminal or
         administrative action or proceeding to which he is made a party by
         reason of being or having been a director or officer of the Corporation
         or such body corporate, if:

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

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

6.04     Insurance. Subject to the limitations contained in the Act, the
         Corporation may purchase and maintain such insurance for the benefit of
         its directors and officers, former directors and officers and any
         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 their respective heirs and legal
         representatives, as the directors may from time to time determine.


                                  ARTICLE SEVEN
                            MEETINGS OF SHAREHOLDERS

7.01     Annual Meetings. The annual meeting of shareholders shall be held at
         such time, on such day, in each year and, subject to Section 7.03
         hereof, at such place as the board, the chairman of the board 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
         auditors and for the transaction of such other business as may properly
         be brought before the meeting. The board shall call an annual meeting
         not less than fifteen months after the holding of the last preceding
         annual meeting.

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

7.03     Place of Meetings. Meetings of shareholders shall be held at the
         registered office of the Corporation or elsewhere in the municipality
         in which the registered office is situate or, if the board shall so
         determine, at some other place inside or outside Canada.


                                       11
<PAGE>
7.04     Notice of Meetings. Notice of the time and place of each meeting of
         shareholders shall be given in the manner provided in Section 11.01
         hereof not less than 21 nor more than 50 days before the date of the
         meeting to each director, to the auditor of the Corporation and to each
         shareholder who, at the close of business on the record date for notice
         or, if no record date for notice is fixed, at the close of business on
         the day preceding the day on which notice is given, 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
         re-appointment 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.

7.05     Waiver of Notice. A shareholder and any other person entitled to attend
         a meeting of shareholders may in any manner, and either before or after
         the meeting, waive notice of a meeting of shareholders, and attendance
         of any such person at a meeting of shareholders is a waiver of notice
         of the meeting, except where he 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.

7.06     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 vote at the meeting
         held by each shareholder. If a record date for the meeting is fixed
         pursuant to Section 7.07 hereof, the shareholders listed shall be those
         registered at the close of business on a day not later than 10 days
         after 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.
         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 securities register is kept and at the place where
         the meeting is held.

7.07     Record Date for Notice. The board may by resolution fix in advance a
         record date, preceding the date of any meeting of shareholders by not
         more than 50 nor less than 21 days, for the determination of the
         shareholders entitled to notice of such meeting. Notice of every such
         record date shall be given not less than 14 days before such record
         date by newspaper advertisement and to each stock exchange in Canada on
         which shares of the Corporation are listed for trading, all in the
         manner provided in the Act. If no record date is so fixed, the record
         date for the determination of the shareholders entitled to notice of
         meeting shall be the close of business on the day immediately preceding
         the day on which the notice is given.

7.08     Chairman, Secretary and Scrutineers. At any meeting of shareholders,
         the chairman of the board or the president, whoever is the chief
         executive officer of the Corporation, or in his absence or at his
         request, the other of them, or in the absence of such other, a
         vice-president or a director who is a shareholder shall be chairman. If
         no such person is present within 15 minutes after the time fixed for


                                       12
<PAGE>
         holding the meeting the persons present and entitled to vote at the
         meeting shall choose one of their number to be chairman. The secretary
         of the Corporation shall be the secretary of any meeting of
         shareholders but, if the secretary is not present, 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 of the Corporation, may be appointed by a
         resolution or by the chairman of the meeting with the consent of the
         meeting.

7.09     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 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.

7.10     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 proxy holder
         for an absent shareholder so entitled, and together holding or
         representing by proxy not less than one-third of the outstanding shares
         of the Corporation entitled to vote at the meeting. If a quorum is
         present at the opening of any meeting of shareholders, the shareholders
         present or represented 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.

7.11     Right to Vote. Subject to the provisions of the Act as to authorized
         representatives of shareholders that are bodies corporate or
         associations, at any meeting of shareholders every person who is named
         in the list referred to in Section 7.06 shall be entitled to vote the
         shares shown thereon opposite his name except to the extent hereafter
         provided where the Corporation has fixed a record date in respect of
         such meeting pursuant to Section 7.07. In that event, if a person named
         in such list has transferred any of his shares after such record date
         and if the transferee, upon producing properly endorsed certificates
         evidencing such shares or otherwise establishing to the Corporation
         that he owns such shares, demands not later than 10 days before the
         meeting that his name be included in the list, the transferee shall be
         entitled to vote the transferred shares at the meeting. In the absence
         of a list prepared as aforesaid in respect of any meeting of
         shareholders, every person shall be entitled to vote at that meeting
         who at the time of such meeting is entered in the securities register
         as the holder of one or more shares carrying the right to vote at that
         meeting.

7.12     Proxies. Every shareholder entitled to vote at a meeting of
         shareholders may by means of a proxy appoint a proxy holder, or one or
         more alternate proxy holders, who need not be shareholders, to attend
         and act at the meeting in the manner and to the extent authorized and
         with the authority conferred by the proxy. A proxy shall be in writing
         executed by the shareholder or his attorney and shall conform with the
         requirements of the Act.


                                       13
<PAGE>
7.13     Time for Deposit of Proxies. The board may specify in a notice calling
         a meeting of shareholders a time not exceeding 48 hours, exclusive of
         non-business days, preceding the meeting or an adjournment thereof
         before which time proxies to be used at the 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, 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.

7.14     Joint Holders. 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 on the shares
         jointly held by them.

7.15     Votes to Govern. At any meeting of shareholders, every question, unless
         otherwise required by the Articles or by-laws or by the Act, shall be
         determined by the 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 not have a second or casting vote.

7.16     Show of Hands. Subject to the Act, every question at the 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 a 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
         said question.

7.17     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
         with respect to each share which he is entitled to vote at the meeting
         upon the question, to one vote or such greater number of votes as may
         be provided by the Articles, and the result of the ballot so taken
         shall be the decision of the shareholders upon the said question.

7.18     Adjournment. If a meeting of shareholders is adjourned by one or more
         adjournments 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.

                                       14
<PAGE>
                                 ARTICLE EIGHT
                                    SHARES


8.01     Allotment and Issue. Subject to the Articles, the by-laws and to any
         pre-emptive rights provided by the Articles, unissued shares of the
         Corporation may be allotted and issued by resolution of the board at
         such times and to such persons or class of persons and for such
         consideration as the board shall determine, provided that no share
         shall be issued until it is fully paid as prescribed by the Act. Shares
         issued by the Corporation are non-assessable and the holders thereof
         are not liable to the Corporation or its creditors in respect thereof.

8.02     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 of the Corporation.
         Subject to the provisions of the Act in that behalf, share certificates
         (and the form of stock transfer power on the reverse side thereof) and
         acknowledgements of the shareholder's right to a share certificate,
         respectively, shall be in such form or forms as the board shall from
         time to time by resolution approve. Unless the board by resolution
         otherwise directs, share certificates shall be signed by any one of the
         chairman of the board, the president, a vice-president or a director
         together with any one of the secretary, treasurer, an assistant
         secretary, an assistant treasurer or another director of the
         Corporation, and need not be under the corporate seal. Unless the board
         by resolution otherwise determines, where the Corporation has appointed
         a transfer agent and/or registrar and/or branch transfer agent for
         shares of the Corporation, certificates evidencing shares in respect of
         which such appointment or appointments has or have been made shall not
         be valid unless countersigned by or on behalf of such transfer agent
         and/or registrar and/or branch transfer agent. The signature of the
         chairman of the board, the president, a vice-president or a director
         and, in the case of share certificates which are not valid unless
         countersigned by or on behalf of a transfer agent and/or registrar
         and/or branch transfer agent, the signatures of both signing officers
         may be printed or otherwise mechanically reproduced thereon in
         facsimile and every such facsimile signature shall for all purposes be
         deemed to be the signature of the person 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
         persons whose facsimile signature appears thereon have ceased to be
         directors or officers of the Corporation at the date of its issue.

8.03     Securities Register. A central securities register of the Corporation
         shall be kept at the registered office of the Corporation or at such
         other office or place inside or outside Canada as may from time to time
         be designated by resolution of the board and a branch securities
         register or registers may be kept at such office or offices of the
         Corporation or other place or places, either in or outside Canada, as
         may from time to time be designated by resolution of the board.


                                       15
<PAGE>
8.04     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 the
         transfer endorsed thereon or delivered therewith duly executed by the
         registered holder or by his 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 (not
         exceeding $3) 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 8.07 hereof.

8.05     Transfer Agents and Registrars. The board may from time to time by
         resolution appoint one or more transfer agents and/or branch transfer
         agents and/or registrars and/or branch registrars (which may but need
         not be the same person) for the shares and/or other securities (or any
         class or classes thereof) issued by the Corporation in registered form
         and may provide for the registration of transfers of such shares and
         other securities in one or more places and such transfer agents and/or
         branch transfer agents and/or registrars and/or branch registrars shall
         keep all necessary books and registers of the Corporation for the
         registration of such securities (or the class or classes thereof) in
         respect of which any such appointment has been made. The board may at
         any time terminate any such appointment.

8.06     Replacement of Share Certificates. The board or any officer or any
         agent designated by resolution of 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 on payment of such reasonable fee 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 by resolution
         prescribe, whether generally or in a particular case.

8.07     Lien for Indebtedness. If the Articles provide that the Corporation
         shall have a lien on shares registered in the name of the shareholder
         indebted to the Corporation, such lien may be enforced, subject to any
         other provisions of the Articles, by the sale of the share thereby
         effected or by any other action, suit, remedy or proceeding authorized
         or permitted by law or by equity and, pending such enforcement, the
         transfer of whole or any part of such shares may be refused.

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

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 or written acknowledgement of a right to obtain a
         share certificate in respect thereof, and delivery of such certificate
         or written acknowledgement to any such persons shall be sufficient
         delivery to all of them. Any one of such persons may give effectual


                                       16
<PAGE>
         receipts for the certificate issued or written acknowledgement
         delivered in respect thereof or for any dividend, bonus, return of
         capital or other money payable or warrant or right 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 reasonable requirements of the Corporation and the
         transfer agent or branch transfer agent for such share.


                                  ARTICLE NINE
                              DIVIDENDS AND RIGHTS

9.01     Dividends. Subject to the provisions of the Act and the Articles, the
         board may from time to time by resolution declare and the Corporation
         may pay dividends on issued and outstanding shares of the Corporation
         to the holders thereof 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 may be paid by cheque
         drawn on the Corporation's bankers or any one or more 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. The board may by resolution appoint one or
         more dividend disbursing agents for such purpose and may empower such
         agent or agents to direct, make and sign all cheques on special
         dividend accounts opened for such purpose with the Corporation's
         bankers. In the case of joint holders the cheque shall, unless such
         joint holders otherwise direct, be made payable to the order of all
         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 is sent as aforesaid, the Corporation
         shall issue or cause to be issued to such person a replacement cheque
         for a like amount in like currency 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 by resolution prescribe, whether
         generally or in any particular case.

9.04     Record Date for Dividends and Rights. The board may by resolution fix
         in advance a date, preceding by not more than 50 days the date for the
         payment of any dividend or the date for the issue of any warrant or
         other evidence of 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 such right to


                                       17
<PAGE>
         subscribe, as the case may be. Notice of each such record date shall be
         given, not less than 14 days before such record date, by newspaper
         advertisement and to each stock exchange on which shares of the
         Corporation are listed for trading, all in the manner provided in the
         Act and any other applicable law. Where no record date is fixed in
         advance as aforesaid, 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, as the case may
         be, shall be at the close of business on the date 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 years
         from the date on which the same has been declared to be payable shall
         be forfeited and shall revert to the Corporation.


                                  ARTICLE TEN
                           DIVISIONS AND DEPARTMENTS

10.01    Authority to Create and Transact Business by Divisions. The board may
         cause the business and operations of the Corporation or any part
         thereof to be divided or segregated into one or more divisions upon
         such basis, including without limitation, character or type of
         operation, geographical territory, product or service, as the board may
         consider appropriate. The board may also cause 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.

10.02    Name of Division. Any division or its sub-unit may be designated by
         such name as the board may from time to time determine and, subject to
         the Act, may transact business of any kind and do all acts and things
         under such name.

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


                                 ARTICLE ELEVEN
                                     NOTICES

11.01    Method of Giving Notice. Any notice (which term includes any
         communication or document) required or permitted 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 any
         shareholder, director, officer, auditor or member of a committee of
         directors shall be well and sufficiently given if delivered personally
         to the person to whom it is to be given or if delivered to his recorded


                                       18
<PAGE>
         address or if mailed to him at his recorded address by prepaid mail or
         sent to him at his recorded address by any means of prepaid recorded
         communication (which shall include, if permitted by the Act, electronic
         communication). Any notice so delivered shall be deemed to have been
         given and received when it is delivered personally or to the recorded
         address as aforesaid; and a notice so mailed shall be deemed to have
         been given and received when deposited in a post office or public
         letter box in Canada provided that a notice or document sent by prepaid
         mail to a shareholder or a director at his recorded address shall be
         deemed to be received by him in the ordinary course of mail unless
         there are reasonable grounds for believing that the shareholder or
         director did not receive the notice or document at that time or at all;
         and a notice so given by any means of recorded communication shall be
         deemed to have been given and received 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 directors in accordance with any information
         received by him and believed by him to be reliable.

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

11.03    Undelivered Notices. If any notice given to a shareholder pursuant to
         Section 11.01 hereof is returned on 3 consecutive occasions because he
         cannot be found, the Corporation shall not be required to give any
         further notices to such shareholder until he informs the Corporation in
         writing of his new address.

11.04    Omissions and Errors. None of the accidental omission to give any
         notice to any shareholder, director, officer, auditor or member of a
         committee of directors, the non-receipt of any notice by any such
         person, or any error in any notice not affecting the substance thereof
         shall invalidate any action taken at any meeting held pursuant to such
         notice or otherwise founded thereon.

11.05    Persons Entitled by Death or Operation of Law. Every person who, by
         operation of law, transfer, death of a shareholder or 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 or authority or evidence of his entitlement prescribed by the
         Act.

11.06    Waiver of Notice. When a notice or document is required by the Act, the
         Articles, the by-laws or otherwise to be given to any shareholder (or
         his duly appointed proxy holder), director, officer, auditor or member
         of a committee of directors or any other person, the giving of such
         notice or document may be waived or the time for the notice or document
         may be waived or abridged with the consent in writing of the persons
         entitled thereto, either before or after the time prescribed. The
         provisions of this Section 11.06 shall be in addition to and not in
         limitation of Sections 3.12 and 7.05 hereof relating to waivers of
         notice of meeting of directors and shareholders which may be given in
         any manner and at any time.


                                       19
<PAGE>
                                 ARTICLE TWELVE
                           EFFECTIVE DATE AND REPEAL

12.01    This by-law shall come into force and take effect when confirmed by the
         shareholders and simultaneously with such coming into force and taking
         effect, the general by-law of the Corporation enacted by the board on
         the 30th day of January, 1998, as heretofore amended and supplemented
         (the "old general by-law""), and relating generally to the transaction
         of the business and affairs of the Corporation shall be automatically
         repealed. Neither the enactment of this by-law nor the repeal of the
         old general by-law shall in any way affect the previous operation of
         the old general by-law or any part thereof or affect the validity of
         any act done or right, privilege, obligation or liability acquired or
         incurred thereunder or the validity of any contract or agreement made
         pursuant thereto. All officers and persons acting under the old general
         by-law shall continue to act as if appointed under the provisions of
         this by-law and all resolutions of the board, shareholders and
         committees of directors with continuing effect passed under the old
         general by-law shall continue to be good and valid until amended or
         repealed, except to the extent inconsistent with this by-law, it being
         the intention that the provisions of this by-law shall speak only from
         the effective date hereof without in any way affecting any resolutions
         duly passed or acts done or any rights existing, acquired, established,
         accruing or accrued under the old general by-law.

         MADE by the board of directors this 22nd day of November, 2000.


Witness the corporate
seal of the Corporation
                                       /s/ Harvey SHapiro
                                      ------------------------------------------
                                      Chief Executive Officer and President


                                      /s/ Zbig Bishup
                                      ------------------------------------------
                                      Secretary




                                       20