**BY-LAW
      NO. 1**





A
      by-law
      relating generally to the


transaction
      of the business and affairs of


**MOUNTAIN
      PROVINCE DIAMONDS INC.**


(herein
      called the " **Corporation** ")





CONTENTS





1.
            Interpretation


2.
            Business
                of the Corporation


3.
            Directors


4.
            Committees


5.
            Officers


6.
            Protection
                of Directors, Officers and Others


7.
            Shares


8.
            Dividends
                and Rights


9.
            Meetings
                of Shareholders


10.
            Information
                Available to Shareholders


11.
            Divisions
                and Departments


12.
            Notices


13.
            Borrowing
                Powers of the Directors


14.
            Business
                of the Corporation





**BE
      IT ENACTED** as
      a
      by-law of the Corporation as follows:





**SECTION
      I**


**interpretation**





1.01
            Definitions





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





(1)
            "Act"
                means the Business Corporations Act, R.S.O. 1990 c. B.16 and the
                regulations made pursuant thereto, as from time to time amended,
                and every
                statute that may be substituted therefor and, in the case of such
                substitution, any reference in the by-laws of the Corporation to
                provisions of the Act shall be read as references to the substituted
                provisions therefor in the new statute or
                statutes;





(2)
            "appoint"
                includes "elect" and vice versa;





(3)
            "board"
                means the board of directors of the
                Corporation;








(4)
            "by-laws"
                means this by-law and all other by-laws of the Corporation from time
                to
                time in force and effect;





(5)
            "meeting
                of shareholders" includes an annual meeting of shareholders and a
                special
                meeting of shareholders; "special meeting of shareholders" includes
                a
                meeting of any class or classes of shareholders and a special meeting
                of
                all shareholders entitled to vote at an annual meeting of
                shareholders;





(6)
            "non-business
                day" means Saturday, Sunday and any other day that is a holiday as
                defined
                in the Interpretation Act
                (Ontario);





(7)
            ”recorded
                address" means in the case of a shareholder his address as recorded
                in the
                securities register; and in the case of joint shareholders the address
                appearing in the securities register in respect of such joint holding
                or
                the first address so appearing if there is more than one; and in
                the case
                of a director, officer, auditor or member of a committee of the board
                his
                latest address as recorded in the records of the
                Corporation;





(8)
            “signing
                officer” means, in relation to any instrument, any person authorized to
                sign the same on behalf of the Corporation by paragraph 2.03 or by
                a
                resolution passed pursuant thereto;





(9)
            all
                terms contained in the by-laws and which are defined in the Act shall
                have
                the meanings given to such terms in the Act;
                and





(10)
            the
                singular shall include the plural and the plural shall include the
                singular; the masculine shall include the feminine and neuter genders;
                and
                the word "person" shall include, individuals, bodies corporate,
                corporations, companies, partnerships, syndicates, trusts, unincorporated
                organizations and any number or aggregate of
                persons.





**SECTION
      II**


**BUSINESS
      OF THE CORPORATION**





2.01
            Corporate
                Seal





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





2.02
            Financial
                Year





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





-2-


2.03
            Execution
                of Instruments





Contracts,
      documents or instruments in writing requiring the signature of the Corporation
      may be signed on behalf of the Corporation by any two officers or directors
      and
      instruments in writing so signed shall be binding upon the Corporation without
      any further authorization or formality. The board shall have power from time
      to
      time by resolution to appoint any officer or officers or any person or persons
      on behalf of the Corporation either to sign contracts, documents and instruments
      in writing generally or to sign specific contracts, documents or instruments
      in
      writing.





The
      seal
      of the Corporation may when required be affixed to contracts, documents and
      instruments in writing signed as aforesaid or by any officer or officers, person
      or persons, appointed as aforesaid by resolution of the board.





The
      term
      "contracts, documents or instruments in writing" as used in this by-law shall
      include deeds, mortgages, hypothecs, charges, conveyances, transfers and
      assignments of property, real or personal, movable or immovable, agreements,
      releases, receipts and discharges for the payment of money or other obligations,
      conveyances, transfers and assignments of shares, share warrants, stocks, bonds,
      debentures, notes or other securities and all paper writings.





The
      signature or signatures of the Chairman of the Board (if any), the Vice-Chairman
      of the Board, the President, any Executive Vice-President, or any Vice-President
      together with any one of the Secretary, the Treasurer, an Assistant Secretary,
      an Assistant Treasurer or any one of the foregoing officers together with any
      one director of the Corporation and/or any other officer or officers, person
      or
      persons, appointed as aforesaid by resolution of the board may, if specifically
      authorized by resolution of the directors, be printed, engraved, lithographed
      or
      otherwise mechanically reproduced upon any contracts, documents or instruments
      in writing or bonds, debentures, notes or other securities of the Corporation
      executed or issued by or on behalf of the. Corporation and all contracts,
      documents or instruments in writing or bonds, debentures, notes or other
      securities of the Corporation on which the signature or signatures of any of
      the
      foregoing officers or directors or persons authorized as aforesaid shall be
      so
      reproduced pursuant to special authorization by resolution of the board, shall
      be deemed to have been manually signed by such officers or directors or persons
      whose signature or signatures is or are so reproduced and shall be as valid
      to
      all intents and purposes as if they had been signed manually and notwithstanding
      that the officers or directors or persons whose signature or signatures is
      or
      are so reproduced may have ceased to hold office at the date of the delivery
      or
      issue of such contracts, documents or instruments in writing or bonds,
      debentures, notes or other securities of the Corporation.





-3-


2.04
            Banking
                Arrangements





The
      banking business of the Corporation, or any part thereof, including, without
      limitation, the borrowing of money and the giving of security therefor, shall
      be
      transacted with such banks, trust companies or other bodies corporate or
      organizations as may from time to time be designated by or under the authority
      of the board. Such banking business or any part thereof shall be transacted
      under such agreements, instructions and delegations of powers as the board
      may
      from time to time by resolution prescribe or authorize.





2.05
            Custody
                of Securities





All
      shares and securities owned by the Corporation shall be lodged (in the name
      of
      the Corporation) with a chartered bank or a trust company or in a safety deposit
      box or, if so authorized by resolution of the board, with such other
      depositaries or in such other manner as may be determined from time to time
      by
      resolution of the board.





All
      share
      certificates, bonds, debentures, notes or other obligations or securities
      belonging to the Corporation may be issued or held in the name of a nominee
      or
      nominees of the Corporation (and if issued or held in the names of more than
      one
      nominee shall be held in the names of the nominees jointly with the right of
      survivorship) and shall be endorsed in blank with endorsement guaranteed in
      order to enable transfer to be completed and registration to be
      effected.





2.06
            Voting
                Shares and Securities in other
                Companies





All
      of
      the shares or other securities carrying voting rights of any other body
      corporate held from time to time by the Corporation may be voted at any and
      all
      meetings of shareholders, bondholders, debenture holders or holders of other
      securities (as the case may be) of such other body corporate and in such manner
      and by such person or persons as the board shall from time to time by resolution
      determine. The proper signing officers of the Corporation may also from time
      to
      time execute and deliver for and on behalf of the Corporation proxies and/or
      arrange for the issuance of voting certificates and/or other evidence of the
      right to vote in such names as they may determine without the necessity of
      a
      resolution or other action by the board.





**SECTION
      III**


**DIRECTORS**





3.01
            Number
                of Directors and Quorum





The
      number of directors of the Corporation shall be the number of directors as
      specified in the articles or, where a minimum and maximum number of directors
      is
      provided for in the articles, the number of directors of the Corporation shall
      be the number of directors determined from time to time by special resolution
      or, if a special resolution empowers the directors to determine the number,
      the
      number of directors determined by resolution of the board. Subject to paragraph
      3.08, the quorum for the transaction of business at any meeting of the board
      shall be a majority of the number of directors then in office and or such
      greater number of directors as the board may from time to time by resolution
      determine.





-4-


3.02
            Qualification





No
      person
      shall be qualified for election as a director if he is less than 18 years of
      age; if he is of unsound mind and has been so found by a court in Canada or
      elsewhere; if he is not an individual; or if he has the status of a bankrupt.
      A
      director need not be a shareholder. A majority of the directors shall be
      resident Canadians, provided that if the Corporation has only one or two
      directors, that director or one of the two directors, as the case may be, shall
      be a resident Canadian. If the Corporation is or becomes an offering corporation
      within the meaning of the Act, at least one-third of the directors of the
      Corporation shall not be officers or employees of the Corporation or any of
      its
      affiliates.





3.03
            Election
                and Term





The
      election of directors shall take place at the first meeting of shareholders
      and
      at each succeeding annual meeting of shareholders and all the directors then
      in
      office shall retire but, if qualified, shall be eligible for re-election. The
      number of directors to be elected at any such meeting shall be the number of
      directors as specified in the articles or, if a minimum and maximum number
      of
      directors is provided for in the articles, the number of directors determined
      by
      special resolution or, if the special resolution empowers the directors to
      determine the number, the number of directors determined by resolution of the
      board. The voting on the election shall be by show of hands unless a ballot
      is
      demanded by any shareholder. If an election of directors is not held at the
      proper time, the incumbent directors shall continue in office until their
      successors are elected.








3.04
            Removal
                of Directors





Subject
      to the provisions of the Act, the shareholders may by ordinary resolution passed
      at a meeting specially called for such purpose remove any director from office
      and the vacancy created by such removal may be filled at the same meeting
      failing which it may be filled by a quorum of the directors.





3.05
            Vacation
                of Office





A
      director ceases to hold office when he dies or, subject to the Act, resigns;
      he
      is removed from office by the shareholders in accordance with the Act; he
      becomes of unsound mind and is so found by a court in Canada or elsewhere or
      if
      he acquires the status of a bankrupt.





-5-


3.06
            Vacancies





Subject
      to the Act, a quorum of the board may fill a vacancy in the board, except a
      vacancy resulting from an increase in the number or maximum number of directors
      or from a failure of the shareholders to elect the number of directors required
      to be elected at any meeting of shareholders. In the absence of a quorum of
      the
      board, or if the vacancy has arisen from a failure of the shareholders to elect
      the number of directors required to be elected at any meeting of shareholders,
      the directors then in office shall forthwith call a special meeting of
      shareholders to fill the vacancy. If the directors then in office fail to call
      such meeting or if there are no directors then in office, any shareholder may
      call the meeting.





3.07
            Action
                by the Board





The
      board
      shall manage or supervise the management of the business and affairs of the
      Corporation. Subject to paragraphs 3.08 and 3.09, the powers of the board may
      be
      exercised at a meeting at which a quorum is present or by resolution in writing
      signed by all the directors entitled to vote on that resolution at a meeting
      of
      the board. Where there is a vacancy in the board, the remaining directors may
      exercise all the powers of the board so long as a quorum of the board remains
      in
      office.





3.08
            Canadian
                Majority





The
      board
      shall not transact business at a meeting other than to fill a vacancy in the
      board, unless a majority of the 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 fleeting; and





(b)
            a
                majority of resident Canadians would have been present had that director
                been present at the meeting.





3.09
            Meeting
                by Telephone





If
      all
      the directors of the Corporation present or participating in the meeting
      consent, a director may participate in a meeting of the board or of a committee
      of the board by means of such telephone, electronic or other communications
      facilities as permit all persons participating in the meeting to communicate
      with each other simultaneously and instantaneously, and a director participating
      in such a meeting by such means is deemed to be present at the meeting. Any
      such
      consent shall be effective whether given before or after the meeting to which
      it
      relates and may be given with respect to all meetings of the board and of
      committees of the board held while a director holds office.





-6-


3.10
            Place
                of Meetings





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





3.11
            Calling
                of Meetings





Subject
      to the Act, meetings of the board shall be held from time to time on such day
      and at such time and at such place as the board, the Chairman of the Board
      (if
      any), the President, a Vice-President who is a director or any two directors
      may
      determine and the Secretary, when directed by the board, the Chairman of the
      Board (if any), the President, a Vice-President who is a director or any two
      directors shall convene a meeting of the board.





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 paragraph 12.01 to each director not less than 48 hours
      (exclusive of any part of a non-business day) before the time when the meeting
      is to be held. A notice of a meeting of directors need not specify the purpose
      of or the business to be transacted at the meeting except where the Act requires
      such purpose or business to be specified.





A
      director may in any manner waive notice of or otherwise consent to a meeting
      of
      the board.





3.13
            First
                Meeting of New Board





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





3.14
            Adjourned
                Meeting





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





3.15
            Regular
                Meetings





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





-7-


3.16
            Chairman





The
      chairman of any meeting of the board shall be the first mentioned of such of
      the
      following officers as have been appointed and who is a director and is present
      at the meeting: the Chairman of the Board, the President or a Vice-President.
      If
      no such officer 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 shall be decided by a majority of the
      votes
      cast on the question. In case of an equality of votes the chairman of the
      meeting shall not be entitled to a second or casting vote.





3.18
            Conflict
                of Interest





A
      director or officer who is a party to, or who is a director or officer of or
      has
      a material interest in 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 the meetings of the directors the nature and extent of his interest
      at the time and in the manner provided by the Act. Any such contract or
      transaction or proposed contract or transaction shall be referred to the board
      or shareholders for approval even if such contract is one that in the ordinary
      course of the Corporation's business would not require approval by the board
      or
      shareholders, and a director interested in a contract so referred to the board
      shall not vote on any resolution to approve the same except as permitted by
      the
      Act.





3.19
            Remuneration
                and Expenses





The
      directors shall be paid such remuneration for their services as the board may
      from time to time determine. The directors shall also be entitled to be
      reimbursed for traveling and other expenses properly incurred by them in
      attending meetings of the shareholders or of the board or any committee thereof
      or otherwise in the performance of their duties. Nothing herein contained shall
      preclude any director from serving the Corporation in any other capacity and
      receiving remuneration therefor.





-8-


**SECTION
      IV**


**COMMITTEES**





4.01
            Committee
                of Directors





The
      board
      may appoint a committee of directors, however designated, and delegate to such
      committee any of the powers of the board except those which pertain to items
      which, under the Act, a committee of directors has no authority to exercise.
      A
      majority of the members of such committee shall be resident
      Canadians.





4.02
            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 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 within
      or
      outside Ontario.





4.03
            Audit
                Committee





The
      board
      shall constitute an audit committee composed of not fewer than three directors,
      of whom a majority shall not be officers or employees of the Corporation or
      its
      affiliates. The audit committee shall have the powers and duties provided in
      the
      Act.




4.04
            Advisory
                Committees





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





4.05
            Procedure





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





-9-





**SECTION
      V**


**OFFICERS**





5.01
            Appointment





The
      Chairman of the Board may, but need not be, an officer of the Corporation.
      The
      board may from time to time appoint a Chairman of the Board, a President, one
      or
      more Vice-Presidents (to which title may be added words indicating seniority
      or
      function), a Secretary, a Treasurer and such other officers as the board may
      determine, including one or more assistants to any of the officers so appointed.
      The board may specify the duties of and, in accordance with this by-law and
      subject to the provisions of the Act, delegate to such officers powers to manage
      the business and affairs of the Corporation. Subject to paragraph 5.02, an
      officer may but need not be a director and one person may hold more than one
      office. In case and whenever the same person holds the offices of Secretary
      and
      Treasurer, he may but need not be known as the Secretary-Treasurer. All officers
      shall sign such contracts, documents, or instruments in writing as require
      their
      respective signatures. In the case of the absence or inability to act of any
      officer or for any other reason that the board may deem sufficient, the board
      may delegate all or any of the powers of such officer to any other officer
      or to
      any director for the time being.




5.02
            Chairman
                of the Board





The
      Chairman of the Board, if appointed, shall be a director and shall, when
      present, preside at all meetings of the board and committees of the board.
      The
      Chairman of the Board shall be vested with and may exercise such powers and
      shall perform such other duties as may from time to time be assigned to him
      by
      the board. During the absence or disability of the Chairman of the Board, his
      duties shall be performed and his powers exercised by the President. The board
      of directors may determine that the chairman of the board shall not be an
      officer of the Corporation and shall act solely in a non-executive capacity.
      A
      non-executive Chairman of the Board shall possess and exercise such authority
      and powers and perform such duties as may be determined by the by-laws and
      the
      board of directors.





5.03
            President





The
      President shall, and unless and until the board designates any other officer
      of
      the Corporation to be the Chief Executive Officer of the Corporation, be the
      Chief Executive Officer and, subject to the authority of the board, shall have
      general supervision of the business and affairs of the Corporation and such
      other powers and duties as the board may specify. The President shall be vested
      with and may exercise all the powers and shall perform all the duties of the
      Chairman of the Board if none be appointed or if the Chairman of the Board
      is
      absent or unable or refuses to act.


-10-





5.04
            Vice-President





Each
      Vice-President shall have such powers and duties as the board or the President
      may specify. The Vice-President or, if more than on e ,
      the
      Vice-President designated from time to time by the board or by the President,
      shall be vested with all the powers and shall perform all the duties of the
      President in the absence or inability or refusal to act of the President,
      provided, however, that a Vice-President who is not a director shall not preside
      as chairman at any meeting of the board and that a Vice-President who is not
      a
      director and shareholder shall not preside as chairman at any meeting of
      shareholders.





5.05
            Secretary





The
      Secretary shall give or cause to be given as and when instructed, all notices
      to
      shareholders, directors, officers, auditors and members of committees of the
      board; he shall be the custodian of the stamp or mechanical device generally
      used for affixing the corporate seal of the Corporation and all books, papers,
      records, documents and instruments belonging to the Corporation, except when
      some other officer or agent has been appointed for that purpose; and he shall
      have such other powers and duties as the board may specify.





5.06
            Treasurer





The
      Treasurer shall keep proper accounting records in compliance with the Act and
      shall be responsible for the deposit of money, the safekeeping of securities
      and
      the disbursement of the funds of the Corporation; he shall render to the board
      whenever required an account of all his transactions as Treasurer and of the
      financial position of the Corporation; and he shall have such other powers
      and
      duties as the board may specify. Unless and until the board designates any
      other
      officer of the Corporation to be the Chief Financial Officer of the Corporation,
      the Treasurer shall be the Chief Financial Officer of the
      Corporation.





5.07
            Powers
                and Duties of Other Officers





The
      powers and duties of all other officers shall be such as the terms of their
      engagement call for or as the board may specify. Any of the powers and duties
      of
      an officer to whom an assistant has been appointed may be exercised and
      performed by such assistant, unless the board otherwise directs.





-11-





5.08
            Variation
                of Powers and Duties





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





5.09
            Term
                of Office





The
      board, in its discretion, may remove any officer of the Corporation, with or
      without cause, without prejudice to such officer's rights under any employment
      contract. Otherwise each officer appointed by the board shall hold office until
      his successor is appointed or until the earlier of his resignation or
      death.





5.10
            Terms
                of Employment and Remuneration





The
      terms
      of employment and the remuneration of an officer appointed by the board shall
      be
      settled by it from time to time. The fact that any officer or employee is a
      director or shareholder of the Corporation shall not disqualify him from
      receiving such remuneration as may be so determined.





5.11
            Conflict
                of Interest





An
      officer shall disclose his interest in any material contract or transaction
      or
      proposed material contract or transaction with the Corporation in accordance
      with paragraph 3.18.





5.12
            Agents
                and Attorneys





The
      board
      shall have power from time to time to appoint agents or attorneys for the
      Corporation in or outside Canada with such powers of management or otherwise
      (including the powers to subdelegate) as may be thought fit.





5.13
            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 but no director shall be liable for failure to require any such bond
      or for the insufficiency of any such bond or for any loss by reason of the
      failure of the Corporation to receive any indemnity thereby
      provided.





-12-





**SECTION
      VI**


**PROTECTION
      OF DIRECTORS, OFFICERS AND OTHERS**





6.01
            Submission
                of Contracts or Transactions to Shareholders for
                Approval





The
      board
      in its discretion may submit any contract, act or transaction for approval,
      ratification or confirmation at any meeting of the shareholders called for
      the
      purpose of considering the same and any contract, act or transaction that shall
      be approved, ratified or confirmed by a resolution passed by a majority of
      the
      votes cast at any such meeting (unless any different or additional requirement
      is imposed by the Act or by the Corporation's articles or any other by-law)
      shall be as valid and as binding upon the Corporation and upon all the
      shareholders as though it had been approved, ratified or confirmed by every
      shareholder of the Corporation.





6.02
            For
                the Protection of Directors and
                Officers





In
      supplement of and not by way of limitation upon any rights conferred upon
      directors by the provisions of the Act, it is declared that no director shall
      be
      disqualified by his office from, or vacate his office by reason of, holding
      any
      office or place of profit under the Corporation or under any body corporate
      in
      which the Corporation shall be a shareholder or by reason of being otherwise
      in
      any way directly or indirectly interested or contracting with the Corporation
      either as vendor, purchaser or otherwise or being concerned in any contract
      or
      arrangement made or proposed to be entered into with the Corporation in which
      he
      is in any way directly or indirectly interested either as vendor, purchaser
      or
      otherwise 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 to the provisions of 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 avoided
      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 the fiduciary relationship existing or
      established thereby. Subject to the provisions of the Act and to paragraph
      3.18,
      no director shall be obliged to make any declaration of interest or refrain
      from
      voting in respect of a contract or proposed contract with the Corporation in
      which such director is in any way directly or indirectly
      interested.





-13-


6.03
            Limitation
                of Liability





Except
      as
      otherwise provided in the Act, no director or officer for the time being 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 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 by
      the
      Corporation or for or on behalf of the Corporation or for the insufficiency
      or
      deficiency of any security in or upon which any of the moneys of or belonging
      to
      the Corporation shall be placed out or invested or for any loss or damage
      arising from the bankruptcy, insolvency or tortious act of any persons, firm
      or
      corporation including any person, firm or corporation with whom or which any
      moneys, securities or effects shall be lodged or deposited for any loss,
      conversion, misapplication or misappropriation of or any damage resulting from
      any dealings with any moneys, securities or other assets belonging to the
      Corporation or for any other loss, damage or misfortune whatever which may
      happen in the execution of the duties of his respective office or trust or
      in
      relation thereto unless the same shall happen by or through his failure to
      exercise the powers and to discharge the duties of his office honestly, in
      good
      faith and in the best interests of the Corporation and in connection therewith
      to exercise the degree of care, diligence and skill that a reasonably prudent
      person would exercise in comparable circumstances. The directors for the time
      being of the Corporation shall not be under any duty or responsibility in
      respect of any contract, act or transaction whether or not made, done or entered
      into in the name or on behalf of the Corporation, except such as shall have
      been
      submitted to and authorized or approved by the board. If any director or officer
      of the Corporation shall be employed by or shall perform services for the
      Corporation otherwise than as a director or officer or shall be a member of
      a
      firm or a shareholder, director or officer of a company which is employed by
      or
      performs services for the Corporation, the fact of his being a director or
      officer of the Corporation shall not disentitle such director or officer or
      such
      firm or company, as the case may be, from receiving proper remuneration for
      such
      services.





6.04
            Indemnity





Subject
      to the limitations contained in the Act, the Corporation shall indemnify a
      director or officer, a former director or officer, or a person who acts or
      acted
      at the Corporation's request as a director or officer of a body corporate of
      which the Corporation is or was a shareholder or creditor, and his heirs and
      legal representatives, against all costs, charges and expenses, including an
      amount paid to settle an action or satisfy a judgment, reasonably incurred
      by
      him in respect of any civil, criminal or administrative action or proceeding
      to
      which he is made a party by reason of being or having been a director or officer
      of the Corporation or such body corporate, if (a) he acted honestly and in
      good
      faith with a view to the best interest of the Corporation; 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 that his conduct
      was
      lawful. The Corporation shall also indemnify such person in such other
      circumstances as the Act permits or requires.





-14-


6.05
            Insurance





The
      Corporation may purchase and maintain insurance for the benefit of any person
      referred to in paragraph 6.04 against such liabilities and in such amounts
      as
      the board may from time to time determine and are permitted by the
      Act.





**SECTION
      VII**


**SHARES**





7.01
            Allotment





The
      board
      may from time to time allot or grant options to purchase the whole or any part
      of the authorized and unissued shares of the Corporation at such times and
      to
      such persons and for such consideration as the board shall determine, provided
      that no share shall be issued until it is fully paid as provided by the
      Act.





7.02
            Commissions





The
      board
      may from time to time authorize the Corporation to pay a reasonable commission
      to any person in consideration of his purchasing or agreeing to purchase shares
      of the Corporation, whether from the Corporation or from any other person,
      or
      procuring or agreeing to procure purchasers for any such shares.





7.03
            Registration
                of Transfers





Subject
      to the provisions of the Act, no transfer of shares shall be registered in
      a
      securities register except upon presentation of the certificate representing
      such shares with an endorsement which complies with the Act made thereon or
      delivered therewith duly executed by an 'appropriate person as provided by
      the
      Act, together with such reasonable assurance that the endorsement is genuine
      and
      effective as the board may from time to time prescribe, upon payment of all
      applicable taxes and any fees prescribed by the board, upon compliance with
      such
      restrictions on transfer as are authorized by the articles and upon satisfaction
      of any lien referred to in paragraph 7.05.





7.04
            Transfer
                Agents and Registrars





The
      board
      may from time to time appoint one or more agents to maintain, in respect of
      each
      class of securities of the Corporation issued by it in registered form, a
      securities register and one or more branch securities registers. Such a person
      may be designated as transfer agent and registrar according to his functions
      and
      one person may be designated both registrar and transfer agent. The board may
      at
      any time terminate such appointment.





-15-


7.05
            Lien
                for Indebtedness





The
      Corporation shall have a lien on any share registered in the name of a
      shareholder or his legal representatives for a debt of that shareholder to
      the
      Corporation, provided that if the shares of the Corporation are listed on a
      stock exchange recognized by the Ontario Securities Commission, the Corporation
      shall not have such lien. The Corporation may enforce any lien that it has
      on
      shares registered in the name of a shareholder indebted to the Corporation
      by
      the sale of the shares thereby affected or by any other action, suit, remedy
      or
      proceeding authorized or permitted by law and, pending such enforcement, the
      Corporation may refuse to register a transfer of the whole or any part of such
      shares.





7.06
            Non-recognition
                of Trusts





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





7.07
            Share
                Certificates





Every
      holder of one or more shares of the Corporation shall be entitled, at his
      option, to a share certificate, or to a non-transferable written acknowledgement
      of his right to obtain a share certificate, stating the number and class or
      series of shares held by him as shown on the securities register. Share
      certificates and acknowledgements of a shareholder's right to a share
      certificate, respectively, shall be in such form as the board shall from time
      to
      time approve. Any share certificate shall be signed in accordance with paragraph
      2.03 and need not be under the corporate seal; provided that, unless the board
      otherwise determines, certificates representing shares in respect of which
      a
      transfer agent and/or registrar has been appointed shall not be valid unless
      countersigned by or on behalf of such transfer agent and/or registrar. The
      signature of one of the signing officers or, in the case of share certificates
      which are not valid unless countersigned by or on behalf of a transfer agent
      and/or registrar, the signatures of both signing officers, may be printed or
      mechanically reproduced in facsimile upon share certificates and every such
      facsimile signature shall for all purposes be deemed to be the signature of
      the
      officer whose signature it reproduces and shall be binding upon the Corporation.
      A share certificate executed as aforesaid shall be valid notwithstanding that
      one or both of the officers whose facsimile signature appears thereon no longer
      holds office at the date of issue of the certificate.




-16-


7.08
            Replacement
                of Share Certificates





The
      board
      or any officer or agent designated by the board may in its or his discretion
      direct the issue of a new share certificate in lieu of and upon cancellation
      of
      a share certificate that has been mutilated or in substitution for a share
      certificate claimed to have been lost, destroyed or wrongfully taken on payment
      of such fee, not exceeding $3.00, and on such terms as to indemnity,
      reimbursement of expenses and evidence of loss and of title as the board may
      from time to time prescribe, whether generally or in any particular
      case.





7.09
            Joint
                Shareholders





If
      two or
      more persons are registered as joint holders of any share, the Corporation
      shall
      not be bound to issue more than one certificate  in
      respect thereof, and delivery of such certificate to one of such persons shall
      be sufficient delivery to all of them. Any one of such persons may give
      effectual receipts for the certificate issued in respect thereof or for any
      dividend, bonus, return of capital or other money payable or warrant issuable
      in
      respect of such shares.





7.10
            Deceased
                Shareholders





In
      the
      event of the death of a holder, or of one of the joint holders, of any share,
      the Corporation shall not be required to make any entry in the securities
      register in respect thereof or to make payment of any dividends thereon except
      upon production of all such documents as may be required by law and upon
      compliance with the reasonable requirements of the Corporation and its transfer
      agents.





**SECTION
      VIII**


**DIVIDENDS
      AND RIGHTS**





8.01
            Dividends





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





8.02
            Dividend
                Cheques





A
      dividend payable in cash shall be paid by cheque drawn on the Corporation's
      bankers or one of them to the order of each registered holder of shares of
      the
      class or series in respect of which it has been declared and mailed by prepaid
      ordinary mail to such registered holder at his recorded address, unless such
      holder otherwise directs. In the case of joint holders the cheque shall, unless
      such joint holders otherwise direct, be made payable to the order of all of
      such
      joint holders and mailed to them at their recorded address. The mailing of
      such
      cheque as aforesaid, unless the same is not paid on due presentation, shall
      satisfy and discharge the liability for the dividend to the extent of the sum
      represented thereby plus the amount of any tax which the Corporation is required
      to and does withhold.





-17-


8.03
            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 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.





8.04
            Record
                Date for Dividends and Rights





The
      board
      may 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 the right to subscribe for securities of the Corporation, as al
      record date for the determination of the persons entitled to receive payment
      of
      such dividend or to exercise the right to subscribe for such securities, and
      notice of any such record date shall be given not less than seven days before
      such record date in the manner provided by the Act. If no record date is so
      fixed, the record date for the determination of the persons entitled to receive
      payment of any dividend or to exercise the right to subscribe for securities
      of
      the Corporation shall be at the close of business on the day on which the
      resolution relating to such dividend or right to subscribe is passed by the
      board.





8.05
            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.





**SECTION
      IX**


**MEETINGS
      OF SHAREHOLDERS**





9.01
            Annual
                Meetings





The
      annual meeting of shareholders shall be held at such time in each year as the
      board, the Chairman of the Board (if any) or the President may from time to
      time
      determine, for the purpose of considering the financial statements and reports
      required by the Act to be placed before the annual meeting, electing directors,
      appointing an auditor and for the transaction of such other business as may
      properly be brought before the meeting.


-18-




9.02
            Special
                Meetings





The
      board, the Chairman of the Board (if any) or the President shall have power
      to
      call a special meeting of shareholders at any time.





9.03
            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 in Canada or, if all the
      shareholders entitled to vote at the meeting so agree, at some place outside
      Canada.





9.04
            Notice
                of Meetings





Notice
      of
      the time and place of each meeting of shareholders shall be given in the manner
      provided in paragraph 12.01 not less than 21 days nor more than 50 days before
      the date of the meeting to each director, to the auditor and to each shareholder
      who at the close of business on the record date for notice 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 auditors report,
      election of directors and reappointment of the incumbent auditor shall state
      or
      be accompanied by a statement of the nature of such business in sufficient
      detail to permit the shareholder to form a reasoned judgment thereon and the
      text of any special resolution or by-law to be submitted to the meeting. A
      shareholder and any other person entitled to attend a meeting of shareholders
      may in any manner waive notice of or otherwise consent to a meeting of
      shareholders.





9.05
            List
                of Shareholders Entitled to
                Notice





For
      every
      meeting of shareholders, the Corporation shall prepare a list of shareholders
      entitled to receive notice of the meeting, arranged in alphabetical order and
      showing the number of shares held by each shareholder entitled to vote at the
      meeting. If a record date for the meeting is fixed pursuant to paragraph 9.06,
      the shareholders listed shall be those registered at the close of business
      on
      such record date. If no record date is fixed, the shar e holders
      listed shall be those registered at the close of business on the day immediately
      preceding the day on which notice of the meeting is given, or where no such
      notice is given, the day on which the meeting is held. The list shall be
      available for examination by any shareholder during usual business hours at
      the
      registered office of the Corporation or at the place where the central
      securities register is maintained and at the meeting for which the list was
      prepared.





-19-


9.06
            Record
                Date for Notice





The
      board
      may fix in advance a date, preceding the date of any meeting of shareholders
      by
      not more than 50 days and not less than 21 days, as a record date for the
      determination of the shareholders entitled to notice of the meeting, provided
      that notice of any such record date shall be given not less than seven days
      before such record date by newspaper advertisement in the manner provided in
      the
      Act and, if any shares of the Corporation are listed for trading on a stock
      exchange in Canada, by written notice to each such stock exchange. If no record
      date is so 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 or, if no notice
      is
      given, the day on which the meeting is held.





9.07
            Meetings
                without Notice





A
      meeting
      of shareholders may be held without notice at any time and place permitted
      by
      the Act





(a)
            if
                all the shareholders entitled to vote thereat are present in person
                or
                represented by proxy waive notice of or otherwise consent to such
                meeting
                being held, and





(b)
            if
                the auditor and the directors are present or waive notice of or otherwise
                consent to such meeting being held, so long as such shareholders,
                auditor
                and directors present are not attending for the express purpose of
                objecting to the transaction of any business on the grounds that
                the
                meeting is not lawfully called. At such a meeting any business may
                be
                transacted which the Corporation at a meeting of shareholders may
                transact. If the meeting is held at a place outside Canada, shareholders
                not present or represented by proxy, but who have waived notice of
                or
                otherwise consented to such meeting, shall also be deemed to have
                consented to the meeting being held at such
                place.





9.08
            Chairman,
                Secretary and Scrutineers





The
      chairman of any meeting of shareholders shall be the first mentioned of such
      of
      the following officers as have been appointed and who is present at the meeting:
      the President or a Vice-President who is a director and a shareholder. If no
      such officer is present within 15 minutes from the time fixed for holding the
      meeting, the persons present and entitled to vote shall choose one of their
      number to be chairman. If the Secretary of the Corporation is absent, the
      chairman 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 a resolution or by the chairman with the
      consent of the meeting.





-20-


9.09
            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 the auditor 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 the 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.





9.10
            Quorum





A
      quorum
      for the transaction of business at any meeting of shareholders shall be 2
      persons present in person, each being a shareholder entitled to vote thereat
      or
      a duly appointed proxy or proxyholder for an absent shareholder so entitled,
      holding or representing in the aggregat e not less
      than 10% of the issued shares of the Corporation enjoying voting rights at
      such
      meeting.





9.11
            Right
                to Vote





Subject
      to the provisions of the Act as to authorized representatives of any other
      body
      corporate or association, at any meeting of shareholders for which the
      Corporation has prepared the list referred to in paragraph 9.05, every person
      who is named in such list shall be entitled to vote the shares shown opposite
      his name except to the extent that such person has transferred any of his shares
      after the record date determined in accordance with paragraph 9.06 and the
      transferee, having produced properly endorsed certificates evidencing such
      shares or having otherwise established that he owns such shares, has demanded
      not later than 10 days before the meeting that his name be included in such
      list. In any such case the transferee shall be entitled to vote the transferred
      shares at the meeting. At any meeting of shareholders for which the Corporation
      has not prepared the list referred to in paragraph 9.05, every person shall
      be
      entitled to vote at the meeting who at the time is entered in the securities
      register as the holder of one or more shares carrying the right to vote at
      such
      meeting.





9.12
            Proxies





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





-21-


9.13
            Time
                for Deposit of Proxies





The
      board
      may by resolution specify in a notice calling a meeting of shareholders a time,
      preceding the time of such meeting or an adjournment thereof by not more than
      48
      hours exclusive of any part of a no n-business
      day, before which time proxies to be used at such meeting must be deposited. A proxy shall be acted upon only if, prior to the time so specified,
      it shall have been deposited with the Corporation or an agent thereof specified
      in such notice or, if no such time is specified in such notice, only if 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.





9.14
            Joint
                Shareholders





If
      two or
      more persons hold shares jointly, any one of them present in person or
      represented by proxy at a meeting of shareholders may, in the absence of the
      other or others, vote the shares; but if two or more of those persons .are
      present in person or represented by proxy and vote, they shall vote as one
      the
      shares jointly held by them.





9.15
            Votes
                to Govern





At
      any
      meeting of shareholders every question shall, unless otherwise required by
      the
      articles or by-laws or by law, be determined by a majority of the votes cast
      on
      the question. In case of an equality of votes either upon a show of hands or
      upon a poll, the chairman of the meeting shall not be entitled to a second
      or
      casting vote.





9.16
            Show
                of Hands





Subject
      to the provisions of the Act, any question at a meeting of shareholders shall
      be
      decided by a show of hands unless a ballot thereon is required or demanded
      as
      hereinafter provided. Upon a show of hands every person who is present and
      entitled to vote shall have one vote. Whenever a vote by show of hands shall
      have been taken upon a question, unless a ballot thereon is so required or
      demanded, a declaration by the chairman of the meeting that the vote upon the
      question has been carried or carried by a particular majority or not carried
      and
      an entry to that effect in the minutes of the meeting shall be prima facie
      evidence of the fact without proof of the number or proportion of the votes
      recorded in favour of or against any resolution or other proceeding in respect
      of the said question, and the result of the vote so taken shall be the decision
      of the shareholders upon the said question.





9.17
            Ballots





On
      any
      question proposed for consideration at a meeting of shareholders, and whether
      or
      not a vote by show of hands has been taken thereon, any shareholder or
      proxyholder entitled to vote at the meeting may require or demand a ballot.
      A
      ballot so required or demanded shall be taken in such manner as the chairman
      shall direct. A requirement or demand for a ballot may be withdrawn at any
      time
      prior to the taking of the ballot. If a ballot is taken each person present
      shall be entitled, in respect of the shares which he is entitled to vote at
      the
      meeting upon the question, to that number of votes provided by the Act or the
      articles, and the result of the ballot so taken shall be the decision of the
      shareholders upon the said question.





-22-


9.18
            Adjournment





The
      chairman at the meeting of shareholders may with the consent of the meeting
      and
      subject to such conditions as the meeting may decide, or where otherwise
      permitted under the provisions of the Act, adjourn the meeting from time to
      time
      and from place to place. 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.





9.19
            Resolution
                in Writing





A
      resolution in writing signed by all the shareholders entitled to vote on that
      resolution at a meeting of shareholders is as valid as if it had been passed
      at
      a meeting of the shareholders unless a written statement with respect to the
      subject matter of the resolution is submitted by a director or the auditor
      in
      accordance with the Act.





**SECTION
      X**


**INFORMATION
      AVAILABLE TO SHAREHOLDERS**





10.01
            Information
                Available to Shareholders





Except
      as
      provided by the Act, no shareholder shall be entitled to discovery of any
      information respecting any details or conduct of the Corporation’s business
      which in the opinion of the directors it would be inexpedient in the interests
      of the Corporation to communicate to the public.





10.02
            Directors'
                Determination





The
      directors may from time to time, subject to the rights conferred by the Act,
      determine whether and to what extent and at what time and place and under what
      conditions or regulations the documents, books and registers and accounting
      records of the Corporation or any of them shall be open to the inspection of
      shareholders and no shareholder shall have any right to inspect any document
      or
      book or register or accounting record of the Corporation except as conferred
      by
      statute or authorized by the board or by a resolution of the shareholders in
      general meeting.





-23-





**SECTION
      XI**


**DIVISIONS
      AND DEPARTMENTS**





11.01
            Creation
                and Consolidation of Divisions





The
      board
      may cause the business and operations of the Corporation or any part thereof
      to
      be divided or to be segregated into one or more divisions upon such basis,
      including without limitation, character or type of operation, geographical
      territory, product manufactured or service rendered, as the board may consider
      appropriate in each case. The board may also cause the business and operations
      of any such division to be further divided into sub-units and the business
      and
      operations or any such divisions or sub-units to be consolidated upon such
      basis
      as the board may consider appropriate in each case.





11.02
            Name
                of Division





Any
      division or its sub-units may be designated by such name as the board may from
      time to time determine and may transact business under such name, provided
      that
      the Corporation shall set out its name in legible characters in all contracts,
      invoices, negotiable instruments and orders for goods or services issued or
      made
      by or on behalf of the Corporation.





11.03
            Officers
                of Division





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





**SECTION
      XII**


**NOTICES**





12.01
            Method
                of Giving Notices





Any
      notice (which term includes any communication or document) to be given (which
      term includes sent, delivered or served) pursuant to the' Act, the regulations
      thereunder, the articles, the by-laws or otherwise to a shareholder, director,
      officer, auditor or member of a committee of the board shall be sufficiently
      given if delivered personally to the person to whom it is to be given or if
      delivered to his recorded address or if mailed to him at his recorded address
      by
      prepaid mail or if sent to him at his recorded address by any means of prepaid
      transmitted or, recorded communication. A notice so delivered shall be deemed
      to
      have been given when it is delivered personally or to the recorded address
      as
      aforesaid; a notice so mailed shall be deemed to have been given when deposited
      in a post office or public letter box and shall be deemed to have been received
      on the fifth day after so depositing; and a notice so sent by any means of
      transmitted or recorded communication shall be deemed to have been given when
      dispatched or delivered to the appropriate communication company or agency
      or
      its representative for dispatch. The Secretary may change or cause to be changed
      the recorded address of any shareholder, director, officer, auditor or member
      of
      a committee of the board in accordance with any information believed by him
      to
      be reliable.





-24-


12.02
            Signature
                to Notices





The
      signature of any director or officer of the Corporation to any notice or
      document to be given by the Corporation may be written, stamped, typewritten
      or
      printed or partly written, stamped, typewritten or printed.





12.03
            Proof
                of Service





A
      certificate of the Chairman of the Board (if any), the President, a Vice-
      President, the Secretary or the Treasurer or of any other officer of the
      Corporation in office at the time of the making of the certificate or of a
      transfer officer of any transfer agent or branch transfer agent of shares of
      any
      class of the Corporation as to the facts in relation to the mailing or delivery
      of any notice or other document to any shareholder, director, officer or auditor
      or publication of any notice or other document shall be conclusive evidence
      thereof and shall be binding on every shareholder, director, officer or auditor
      of the Corporation as the case may be.





12.04
            Notice
                to Joint Shareholders





All
      notices with respect to shares registered in more than one name shall, if more
      than one address appears on the records of the Corporation in respect of such
      joint holdings, be given to all of such joint shareholders at the first address
      so appearing, and notice so given shall be sufficient notice to the holders
      of
      such shares.





12.05
            Computation
                of Time





In
      computing the date when notice must be given under any provision requiring
      a
      specified number of days notice of any meeting or other event both the date
      of
      giving the notice and the date of the meeting or other event shall be
      excluded.





-25-


12.06
            Undelivered
                Notices





If
      any
      notice given to a shareholder pursuant to paragraph 12.01 is returned on three
      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.





12.07
            Omissions
                and Errors





The
      accidental omission to give any notice to any shareholder, director, officer,
      auditor or member of a committee of the board or the non-receipt of any notice
      by 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 found thereon.





12.08
            Deceased
                Shareholders





Any
      notice or other document delivered or sent by post or left at the address of
      any
      shareholder as the same appears in the records of the Corporation shall,
      notwithstanding that such shareholder be then deceased, and whether or not
      the
      Corporation has notice of his decease, be deemed to have been duly served in
      respect of the shares held by such shareholder (whether held solely or with
      any
      person or persons) until some other person be entered in his stead in the
      records of the Corporation as the holder or one of the holders thereof and
      such
      service shall for all purposes be deemed a sufficient service of such notice
      or
      document on his heirs, executors or administrators and on all persons, if any,
      interested with him in such shares.





12.09
            Persons
                Entitled by Death or Operation of
                Law





Every
      person who, by operation of law, transfer, death of a shareholder or any other
      means whatsoever, shall become entitled to any share, shall be bound by every
      notice in respect of such share which shall, have been duly given to the
      shareholder from whom he derives his title to such share prior to his name
      and
      address being entered on the securities register (whether such notice was given
      before or after the happening of the event upon which he became so entitled)
      and
      prior to his furnishing to the Corporation the proof of authority or evidence
      of
      his entitlement prescribed by the Act.





12.10
            Waiver
                of Notice





Any
      shareholder (or his duly appointed proxyholder), director, officer, auditor
      or
      member of a committee of the board may at any time waive any notice, or waive
      or
      abridge the time for any notice, required to be given to him under any provision
      of the Act, the regulations thereunder, the articles, the by-laws or otherwise
      and such waiver or abridgement, whether given before or after the meeting or
      other event of which notice is required to be given shall cure any default
      in
      the giving or in the time of such notice, as the case may be. Any such waiver
      or
      abridgement shall be in writing except a waiver of notice of a meeting of
      shareholders or of the board or of a committee of the board which may be given
      in any manner.





-26-





**SECTION
      XIII**


**BORROWING
      POWERS OF THE DIRECTORS**





13.01  Borrowing
      Power .
      Without
      limiting the borrowing powers of the Corporation as set forth in the Act, but
      subject to the provisions of the Act, the board may from time to time, without
      authorization of the shareholders:





(1)
            borrow
                money on the credit of the
                Corporation;





(2)
            issue,
                reissue, sell or pledge debt obligations of the
                Corporation;





(3)
            give
                guarantees on behalf of the Corporation to secure performance of
                an
                obligation of any person; and





(4)
            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.





13.02 The
      directors may from time to time authorize any director or directors, officer
      or
      officers, employee of the Corporation or other person or persons, whether
      connected with the Corporation or not, to make arrangements with reference
      to
      the monies borrowed or to be borrowed as aforesaid and as to the terms and
      conditions of the loan thereof and as to the securities to be given therefor,
      with power to vary or modify such arrangements, terms and conditions and to
      give
      such additional debt obligations for any monies borrowed or remaining due by
      the
      Corporation as the directors of the Corporation may authorize and generally
      to
      manage, transact and settle the borrowing of money by the
      Corporation.





13.03 The
      directors may from time to time authorize any director or directors, officer
      or
      officers, employee of the Corporation or other person or persons, whether
      connected with the Corporation or not, to sign, execute and give on behalf
      of
      the Corporation all documents, agreements and promises necessary or desirable
      for the purposes aforesaid and to draw, make, accept, endorse, execute and
      issue
      cheques, promissory notes, bills of exchange, bills of lading and other
      negotiable or transferable instruments and the same and all renewals thereof
      or
      substitutions therefor so signed shall be binding upon the
      Corporation.





-27-


13.04 The
      words
“ **debt
      obligations** ”
as
      used
      in this Section 10 mean bonds, debentures, notes or other similar obligations
      or
      guarantees of such an obligation, whether secured or unsecured.





**SECTION
      XIV**


**BUSINESS
      OF THE CORPORATION**





14.01 Registered
      Office .
      The
      registered office of the Corporation shall be in the municipality or geographic
      township within Ontario specified in its Articles, and at such place therein
      as
      the directors of the Corporation may from time to time by resolution
      determine.





14.02 Corporate
      Seal .
      The
      corporate seal of the Corporation, if any, shall be such seal as the directors
      of the Corporation may from time to time by resolution adopt.





14.03 Banking
      Arrangements .
      The
      banking business of the Corporation or any part thereof shall be transacted
      with
      such chartered banks, trust companies or other financial institutions as the
      board may by resolution from time to time determine.





Cheques
      on the bank accounts, drafts drawn or accepted by the Corporation, promissory
      notes given by it, acceptances, bills of exchange, orders for the payment of
      money and other instruments of a like nature may be made, signed, drawn,
      accepted or endorsed, as the case may be, by such officer or officers, person
      or
      persons as the board of directors may by resolution from time to time name
      for
      that purpose.





Cheques,
      promissory notes, bills of exchange, orders for the payment of money and other
      negotiable paper may be endorsed for deposit to the credit of the Corporation’s
      bank account by such officer or officers, person or persons, as the board of
      directors may by resolution from time to time name for that purpose, or they
      may
      be endorsed for such deposit by means of a stamp bearing the Corporation’s
      name.





14.04 Execution
      of Instruments .
      Any
      instruments in writing may be signed in the name of and on behalf of the
      Corporation by two persons, one of whom holds the office of Chairman of the
      Board, President, Vice-President or director and the other of whom holds one
      of
      the said offices or the office of Secretary or Treasurer and any instrument
      in
      writing so signed shall be binding upon the Corporation without any further
      authorization or formality. In the event that the Corporation has only one
      officer and director, that person alone may sign any instruments in writing
      in
      the name of and on behalf of the Corporation. The board of directors shall
      have
      power from time to time by resolution to appoint any other officer or officers
      or any person or persons on behalf of the Corporation either to sign instruments
      in writing generally or to sign specific instruments in writing. The corporate
      seal, if any, may be affixed to any instruments in writing on the authority
      of
      any of the persons named in this section.





-28-


The
      term
“ **instruments
      in writing** ”
as
      used
      herein shall, without limiting the generality thereof, include contracts,
      documents, deeds, mortgages, hypothecs, charges, security interests,
      conveyances, transfers and assignments of property (real or personal, immovable
      or movable), agreements, tenders, releases, proxies, receipts and discharges
      for
      the payment of money or other obligations, conveyances, transfers and
      assignments of shares, stocks, bonds, debentures or other securities and all
      paper writings.





14.05 Investments .
      In
      particular, without limiting the generality of the foregoing, execution as
      provided in Section 11.4 hereof shall be adequate to sell, assign, transfer,
      exchange, convert or convey any securities, rights and warrants.





14.06 Voting
      Securities in Other Companies .
      All
      securities carrying voting rights in any other body corporate held from time
      to
      time by the Corporation may be voted at all meetings of holders of such
      securities in such manner and by such person or persons as the board of the
      Corporation from time to time determines. In the absence of action by the board,
      the proper signing officers of the Corporation may also from time to time
      execute and deliver for and on behalf of the Corporation instruments of proxy
      and arrange for the issuance of voting certificates and other evidence of right
      to vote in such names as they may determine.





14.07 Solicitors .
      Either
      the President or the Secretary shall have power from time to time to instruct
      solicitors to institute or defend actions or other legal proceedings for the
      Corporation without any specific resolution or retainer or instructions from
      the
      board provided, however, that the board may give instructions superseding or
      varying such instructions.





14.08 Custody
      of Securities .
      The
      directors may from time to time by resolution provide for the deposit and
      custody of securities of the Corporation.





All
      share
      certificates, bonds, debentures, debenture stock certificates, notes or other
      obligations or securities belonging to the Corporation, may be issued or held
      in
      the name of a nominee or nominees of the Corporation (and if issued or held
      in
      the name of more than one nominee shall be held in the names of the nominees
      jointly with right of survivorship) and may be endorsed in blank with
      endorsement guaranteed in order to enable transfers to be completed and
      registration to be effected.





14.09 Charging
      Assets .
      The
      board may from time to time charge, hypothecate, mortgage or pledge any or
      all
      of the assets of the Corporation not only by means of bonds and debentures
      by
      way of fixed charge or charges or by way of floating charge or charges, but
      also
      by any other instrument or instruments for the purposes of securing any past
      or
      existing or new or future liability direct or indirect of the Corporation or
      for
      the purpose of securing any bonds, debentures or other securities or liabilities
      of the Corporation or of any other body corporate.





-29-


14.10 Invalidity
      of Any Provisions of this By-Law .
      The
      invalidity or unenforceability of any provision of this by-law shall not affect
      the validity or enforceability of the remaining provisions of this
      by-law.





14.11 Fiscal
      Year .
      The
      fiscal year of the Corporation shall terminate on such day in each year as
      is
      from time to time established by the board of directors.





The
      undersigned, being all of the directors of the Corporation, by the signatures
      below resolve pursuant to Section 129(1) of the Business Corporations Act that
      the foregoing by-law shall be and it is hereby made a by-law of the
      Corporation.





**DATED** the  day of   ,
      200 .





Jonathan
                ComerfordHarry
                W. DobsonElizabeth
                J. KirkwoodCarl
                VerleyDavid
                WhittlePatrick
                Evans





-30-











The
      undersigned, the secretary of the Corporation, hereby confirms that the
      foregoing by-law was duly approved by the shareholders of the Corporation
      entitled to vote in respect of the foregoing by-law.





**DATED** the  day of   ,
      200 .





Elizabeth
                      J.
                      Kirkwood




-31-