<PAGE>

                                  BY-LAW NO. A
                                  ------------

                         A by-law relating generally to
                          the conduct of the affairs of

                               ECHO BAY MINES LTD.


                                    CONTENTS
                                    --------

           Part One                 -        Interpretation

           Part Two                 -        Business of the Corporation

           Part Three               -        Directors

           Part Four                -        Meetings of Directors

           Part Five                -        Committees

           Part Six                 -        Officers

           Part Seven               -        Protection of Directors,
           Officers                          and Others

           Part Eight               -        Shares

           Part Nine                -        Dividends and Rights

           Part Ten                 -        Meetings of Shareholders

           Part Eleven              -        Notices

           Part Twelve              -        Effective Date


     BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of Echo Bay Mines Ltd.
(hereinafter called the "Corporation") as follows:

<PAGE>

                                    PART ONE

                                 INTERPRETATION

1.01    DEFINITIONS

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

   -    "Act" means the Canada Business Corporations Act, R.S.C., 1985, c. C-44,
        as from time to time amended, and every statute that may be substituted
        therefor and, in the case of such amendment or substitution, any
        reference in the by-laws of the Corporation shall be read as referring
        to the amended or substituted provisions therefor:

   -    "board" means the board of directors of the Corporation;

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

   -    "meeting of shareholders" includes an annual meeting of shareholders and
        a special meeting of shareholders:

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

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

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

   -    "special meeting of shareholders" includes a meeting of any class or
        classes of shareholders, and means a special meeting of all shareholders
        entitled to vote at an annual meeting of shareholders:

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

   -    words importing the singular number only shall include the plural and
        vice-versa; words importing the masculine gender shall include

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        the feminine and neuter genders; words importing persons shall include
        bodies corporate, partnerships, syndicates, trusts and any number or
        aggregate of persons; and

   -    the headings used in the by-laws are inserted for reference purposes
        only, and are not to be considered or taken into account in construing
        the terms or provisions thereof, or to be deemed in any way to clarify,
        modify or explain the effect of any such terms or provisions.


                                    PART TWO

                           BUSINESS OF THE CORPORATION
                           ---------------------------

2.01    REGISTERED OFFICE

        Unless changed in accordance with the Act, the registered office of the
Corporation shall be at the place within Canada from time to time specified in
the articles and at such address therein as the directors may from time to time
determine.

2.02    CORPORATE SEAL

        The corporate seal of the Corporation shall be in such form as the
directors may by resolution adopt from time to time.

2.03    FINANCIAL YEAR

        The first financial period of the Corporation and thereafter the fiscal
year of the Corporation shall terminate on such date as the directors may by
resolution determine.

2.04    EXECUTION OF CONTRACTS, ETC.

        Subject to section 2.06, contracts, documents or instruments in writing
requiring the signature of the Corporation may be signed on behalf of the
Corporation by any officer or director. The directors are authorized from time
to time by resolution to appoint any officer or officers or any other person or
persons on behalf of the Corporation either to sign contracts, documents or
instruments in writing generally or to sign specific contracts, documents or
instruments in writing.

        The signature or signatures of any officer or director of the
Corporation and of any officer or officers, person or persons appointed as
aforesaid by resolution of the directors may, if specifically authorized by
resolution of the directors, be printed, engraved, lithographed or otherwise
mechanically reproduced upon all contracts, documents or instruments in writing

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or bonds, debentures 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 securities of the Corporation on which the signature or signatures
of any of the foregoing officers, directors or persons shall be so reproduced,
as authorized by resolution of the directors, shall be deemed to have been
manually signed by such officers, 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, 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 securities of the
Corporation.

        The corporate seal of the Corporation may, when required, be affixed to
contracts, documents or instruments in writing signed as aforesaid or by an
officer or officers, person or persons appointed as aforesaid by resolution of
the board of directors, although a document is not invalid merely because a
corporate seal is not affixed thereto.

        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, immovable or movable,
agreements, releases, receipts and discharges for the payment of money or other
obligations, conveyances, transfers and assignments of securities and all paper
writings.

2.05    BANKING ARRANGEMENTS

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

2.06    CHEQUES, DRAFTS, NOTES, ETC.

        All cheques, drafts or orders for the payment of money, and all notes,
acceptances and bills of exchange shall be signed by such officer or officers or
other person or persons, whether or not an officer or officers of the
Corporation, and in such manner as the directors may from time to time designate
by resolution.

2.07    CUSTODY OF SECURITIES

        All securities (including certificates, warrants or other evidences of
conversion privileges, options or rights to acquire securities) owned by the
Corporation shall be lodged in the name of the Corporation with a chartered

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bank or a trust company or in a safety deposit box or, if so authorized by
resolution of the directors, with such other depositaries or in such other
manner as may be determined from time to time by the directors. All securities
(including warrants) belonging to the Corporation may be issued and 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 right of survivorship), and shall be endorsed in blank with
endorsement guaranteed in order to enable transfer thereof to be completed and
registration thereof to be effected.

2.08    VOTING SECURITIES 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 shall be in favour of such persons as may be
determined by the said signing officers executing or arranging for the same. In
addition, the directors may from time to time direct the manner in which and the
persons by whom any particular voting rights or class of voting rights may or
shall be exercised.


                                   PART THREE

                                    DIRECTORS
                                    ---------

3.01    NUMBER OF DIRECTORS

        Until changed in accordance with the Act, the board shall consist of not
fewer than the minimum number and not more than the maximum number of directors
provided in the articles.

3.02    QUALIFICATION

        Every director shall be an individual eighteen (18) or more years of
age, and no one who is of unsound mind and has been so found by a court in
Canada or elsewhere, or who has the status of a bankrupt shall be a director.
Unless the articles otherwise provide, a director need not be a shareholder. At
least twenty-five per cent of the directors of the Corporation must be resident
Canadians. If at any time the Corporation has less than four directors, at least
one director must be a resident Canadian.

3.03    TERM OF OFFICE

        A director's term of office (subject to the provisions, if any, of the
Corporation's articles, and subject to his election for an expressly stated
term) shall be from the date of the meeting at which he is elected or appointed
until the

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close of the annual meeting next following, or until his successor is elected or
appointed.

3.04    ELECTION AND REMOVAL

        Directors shall be elected by the shareholders in a meeting on a show of
hands unless a poll is demanded, and if a poll is demanded, such election shall
be by ballot. The number of directors to be elected at any such meeting shall be
the number of directors then in office unless the directors or the shareholders
otherwise determine. Except for those directors elected for an expressly stated
term, all the directors then in office shall cease to hold office at the close
of a meeting of shareholders at which directors are elected but, if qualified,
are eligible for re-election. If a meeting of the shareholders of the
Corporation fails to elect the number or the minimum number of directors
required by the articles by reason of the disqualification, incapacity or the
death of any candidates, the directors elected at that meeting may exercise all
the powers of the directors if the number of directors so elected constitutes a
quorum. Subject to subsection 2 of section 109 of the Act, the shareholders of
the Corporation may, by ordinary resolution at a special meeting, remove any
director before the expiration of his term of office, in which case the director
so removed shall vacate office forthwith upon the passing of the resolution for
his removal, and may, by a majority of the votes cast at the meeting, elect any
person in his stead for the remainder of his term.

3.05    VACATION OF OFFICE

        The office of a director shall IPSO FACTO be vacated if:

   (a)  he dies:

   (b)  he is removed from office by the shareholders;

   (c)  he becomes bankrupt;

   (d)  he is found by a court in Canada or elsewhere to be of unsound mind; or

   (e)  his written resignation is received by the Corporation, or if a time is
        specified in such resignation, at the time so specified, whichever is
        later.

3.06    VACANCIES

        Subject to the Act, where a vacancy occurs in the board, except a
vacancy resulting from an increase in the number or minimum number of directors
or from failure to elect the number or minimum number of directors required by
the articles, and a quorum of directors remains in office, the directors then in
office (even though twenty-five per cent of such directors are not resident

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Canadians) may appoint a person to fill the vacancy for the remainder of the
term. If there is not then a quorum of directors or if there has been a failure
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 do so or if there are no directors then
in office, the meeting may be called by any shareholder.

3.07    ACTION BY DIRECTORS

        Subject to any unanimous shareholder agreement, the directors shall
manage the business and affairs of the Corporation, and may exercise all such
powers and do all such acts and things as may be exercised or done by the
Corporation and are not by the Act, the articles, the by-laws, any special
resolution of the Corporation, a unanimous shareholder agreement or by statute
expressly directed or required to be done in some other manner.

3.08    CANADIAN DIRECTORS PRESENT AT MEETINGS

        The directors shall not transact business at a meeting unless at least
twenty-five per cent of the directors present are resident Canadians or, if the
Corporation has less than four directors, at least one of the directors present
is a resident Canadian, except where:

   (a)  a resident Canadian director who is unable to be present approves in
        writing or by telephonic, electronic or other communication facility,
        the business transacted at the meeting; and

   (b)  the required number of resident Canadian directors would have been
        present had that director been present at the meeting.

3.09    DUTIES

        Every director and officer of the Corporation in exercising his powers
and discharging his duties shall:

   (a)  act honestly and in good faith with a view to the best interest of the
        Corporation; and

   (b)  exercise the care, diligence and skill that a reasonably prudent person
        would exercise in comparable circumstances.

3.10    VALIDITY OF ACTS

        An act by a director or officer is valid notwithstanding an irregularity
in his election or appointment or a defect in his qualification.

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3.11    REMUNERATION AND EXPENSES

        Subject to any unanimous shareholder agreement, the remuneration to be
paid to the directors shall be such as the directors shall from time to time
determine. The directors may also by resolution award special remuneration to
any director in undertaking any special services on the Corporation's behalf
other than the routine work ordinarily required of a director of a Corporation.
The confirmation of any such resolution or resolutions by the shareholders shall
not be required. The directors shall also be entitled to be paid their
travelling and other expenses properly incurred by them in connection with the
affairs of the Corporation.


                                    PART FOUR

                              MEETINGS OF DIRECTORS

4.01    CALLING OF MEETINGS

        Meetings of the directors shall be held from time to time at such place
as the chairman of the board (if any), the president or vice-president who is a
director or any two directors may determine and the secretary shall, upon
direction of any of the foregoing, convene a meeting of directors.

4.02    PLACE OF MEETING

        Meetings of directors and of any committee of directors may be held at
any place in or outside Canada.

4.03    NOTICE

        Notice of the time and place for the holding of any such meeting shall
be delivered, mailed, telegraphed, cabled or telexed to each director not less
than 2 days (exclusive of the day on which the notice is delivered, mailed,
telegraphed, cabled or telexed, but inclusive of the day for which notice is
given) before the date of the meeting; provided that meetings of the directors
or of any committee of directors may be held at any time without formal notice
if all the directors are present (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 called) or if all absent directors have
waived notice. Notice of any meeting of directors or of any committee of
directors or any irregularity in any meeting or the notice thereof may be waived
by any director in writing or by telegram, cable or telex addressed to the
Corporation or in any other manner, and such waiver may be validly given either
before or after the meeting to which such waiver relates. A notice of meeting of
directors or of any committee of directors need not specify the purpose of or
the business to be transacted at the meeting except where the Act requires such
purpose or business to be specified, including any proposal to:

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

   (b)  fill a vacancy among the directors or in the office of auditors of the
        Corporation;

   (c)  issue securities of the Corporation;

   (d)  declare dividends;

   (e)  purchase, redeem or otherwise acquire shares of the Corporation;

   (f)  pay a commission for the sale of shares;

   (g)  approve a management proxy circular;

   (h)  approve a takeover bid circular or directors' circular;

   (i)  approve any annual financial statements; or

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

4.04    QUORUM

        Subject to section 3.08, the quorum for the transaction of business at
any meeting of the directors shall consist of a majority of the directors then
in office and, notwithstanding any vacancy among the directors, a quorum of
directors may exercise all the powers of the directors.

4.05    FIRST MEETING OF THE NEW BOARD

        For the first meeting of directors to be held following the election of
directors at an annual or special meeting of the shareholders, or for a meeting
of directors at which a director is appointed to fill a vacancy in the board, no
notice of such meeting need be given to the newly elected or appointed director
or directors in order for the meeting to be duly constituted, provided a quorum
of the directors is present.

4.06    ADJOURNMENT

        Any meeting of directors or of any committee of directors may be
adjourned from time to time by the chairman of the meeting, with the consent of
the meeting, to a fixed time and place, and no notice of the time and place for
the holding of the adjourned meeting need be given to any director if the time
and place of the adjourned meeting are announced at the original meeting. Any
adjourned meeting shall be duly constituted if held in accordance with the terms
of the adjournment and a quorum is present thereat. The directors who formed a

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quorum at the original meeting are not required to form the quorum at the
adjourned meeting. If there is no quorum present at the adjourned meeting, the
original meeting shall be deemed to have terminated forthwith after its
adjournment.

4.07    TELEPHONE PARTICIPATION

        Where all directors have consented thereto (either before or after the
meeting), a director may participate in a meeting of directors or of 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 a meeting by such means shall be deemed
to be present at that meeting.

4.08    REGULAR MEETINGS

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

4.09    CHAIRMAN

        The chairman of any meeting of the directors shall be the first
mentioned of such of the following officers as have been appointed and who is a
director and is present at the meeting: chairman of the board, managing
director, president, or a vice-president. If no such officer is present, the
directors present shall choose one of their number to be chairman.

4.10    VOTES TO GOVERN

        All questions arising at any meeting of directors shall be decided by a
majority of votes. In case of an equality of votes, the chairman of the meeting
in addition to his original vote shall not have a second or casting vote.

4.11    RESOLUTION IN LIEU OF MEETING

        A resolution in writing signed by all the directors entitled to vote on
that resolution at a meeting of directors or committee of directors is as valid
as if it had been passed at a meeting of directors or committee of directors. A
copy of every such resolution shall be kept with the minutes of the proceedings
of the directors or committee of directors.

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4.12    ONE DIRECTOR MEETING

        If the Corporation has only one director, that director may constitute a
meeting.

                                    PART FIVE

                                   COMMITTEES

5.01    COMMITTEES OF DIRECTORS

        The directors may appoint one or more committees of the board, however
designated, and delegate to any such committee any of the powers of the board
except those which pertain to items which, under the Act, a committee of the
board has no authority to exercise.

5.02    TRANSACTION OF BUSINESS

        Subject to the provisions of section 4.07, the powers of such committee
or committees of directors may be exercised by a meeting at which a quorum is
present or by resolution in writing signed by all the members of such committee
who would have been entitled to vote on that resolution at a meeting of the
committee. Meetings of such committee may be held at any place in or outside
Canada.

5.03    ADVISORY BODIES

        The directors may from time to time appoint advisory bodies as they may
deem advisable.

5.04    PROCEDURE

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


                                    PART SIX

                                    OFFICERS

6.01    APPOINTMENT OF OFFICERS

        The directors shall annually or as often as may be required appoint a
president and a secretary, and if deemed advisable, may annually or as often as
may be required appoint one or more vice-presidents, (to which title may be
words added indicating seniority or function), a treasurer, and such other
officers as the directors may determine, including one or more assistants to any
one of

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the officers so appointed. Subject to sections 6.02 and 6.03, an officer may but
need not be a director, and one person may hold more than one office. 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. The directors may from
time to time appoint such other officers, employees and agents as they shall
deem necessary who shall have such authority and shall perform such functions
and duties as may from time to time be prescribed by resolution of the
directors.

6.02    CHAIRMAN OF THE BOARD

        The board may from time to time appoint a chairman of the board who
shall be a director. If appointed, the directors may assign to him any of the
powers and duties that are by any provisions of this by-law assigned to the
managing director or to the president; and he shall, subject to the provisions
of the Act, have such other powers and duties as the directors may specify.
During the absence or disability of the chairman of the board, his duties shall
be performed and his powers exercised by the managing director, if any, or by
the president.

6.03    MANAGING DIRECTOR

        The directors may from time to time appoint from their number a managing
director who is a resident Canadian, and may delegate to the managing director
any of the powers of the directors subject to the Act. A managing director shall
conform to all lawful orders given to him by the directors of the Corporation,
and shall at all reasonable times give to the directors or any of them all
information they may require regarding the affairs of the Corporation.

6.04    PRESIDENT

        The president shall be the chief executive officer of the Corporation,
and shall exercise general supervision over the business and affairs of the
Corporation. In the absence of the chairman of the board and managing director,
if any, and if the president is also a director of the Corporation, the
president shall, when present, preside at all meetings of the directors, any
committee of the directors and shareholders; he shall sign such contracts,
documents or instruments in writing as require his signature, and shall have
such other powers and shall perform such other duties as may from time to time
be assigned to him by resolution of the directors or as are incident to his
office.

6.05    VICE-PRESIDENT

        The vice-president or, if more than one, the vice-presidents in order of
seniority, 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 directors or shareholders. The vice-president or,
if more than one, the vice-presidents in order of seniority, shall sign such

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contracts, documents or instruments in writing as require his or their
signatures and shall also have such other powers and duties as may from time to
time be assigned to him or them by resolution of the directors.

6.06    SECRETARY

        The secretary shall give or cause to be given notices for all meetings
of the directors and any committee of the directors and shareholders when
directed to do so, and shall have charge of the minute books of the Corporation
and, subject to the provisions of section 8.03 hereof, of the documents and
registers required by the Act. He shall sign such contracts, documents or
instruments in writing as require his signature, and shall have such other
powers and duties as may from time to time be assigned to him by resolution of
the directors, or as are incident to his office.

6.07    TREASURER

        Subject to the provisions of any resolution of the directors, the
treasurer shall have the care and custody of all the funds and securities of the
Corporation, and shall deposit the same in the name of the Corporation in such
bank or banks or with such other depositary or depositaries as the directors may
by resolution direct. He shall prepare and maintain proper accounting records in
compliance with the Act. He shall render to the directors whenever required an
account of all his transactions as treasurer and of the financial position of
the Corporation. He shall sign such contracts, documents or instruments in
writing as require his signature, and shall have such other powers and duties as
may from time to time be assigned to him by resolution of the directors or as
are incident to his office.

6.08    POWERS AND DUTIES OF OTHER OFFICERS

        The powers and duties of all other officers shall be such as the terms
of their engagement call for or as the directors or the chief executive officer
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 or the chief executive officer otherwise directs.

6.09    DUTIES OF OFFICERS MAY BE DELEGATED

        In case of the absence or inability or refusal to act of any officer of
the Corporation or for any other reason that the directors may deem sufficient,
the directors may delegate all or any of the powers of such officer to any other
officer or to any director for the time being.

6.10    TERM OF OFFICE

        All officers, employees and agents, in the absence of agreement to the
contrary, shall be subject to removal by resolution of the directors at any

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time, with or without cause. Otherwise, each officer appointed by the directors
shall hold office until his successor is appointed.

6.11    VARIATION OF POWERS AND DUTIES

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

6.12    TERMS OF EMPLOYMENT AND REMUNERATION

        The terms of employment and remuneration of all officers appointed by
the board, including the chairman of the board, if any, and the president shall
be determined from time to time by resolution of the board. The fact that any
officer or employee is a director or shareholder shall not disqualify him from
receiving such remuneration as may be determined.

6.13    CONFLICT OF INTEREST

        An officer shall disclose his interest in any material contract or
proposed material contract with the Corporation in accordance with section 7.04.

6.14    FIDELITY BONDS

        The directors may require such officers, employees and agents of the
Corporation as the directors deem advisable to furnish bonds for the faithful
discharge of their powers and duties, in such form and with such surety as the
directors may from time to time determine, provided that 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.

6.15    VACANCIES

        If the office of chairman, managing director, president, vice-president,
secretary, treasurer, or any other office created by the directors pursuant to
section 6.08 hereof shall be or become vacant by reason of death, resignation or
in any other manner whatsoever, the directors shall in the case of the president
or the secretary and may in the case of any other officer appoint an officer to
fill such vacancy.

6.16    OTHER OFFICERS

        The duties of all other officers of the Corporation shall be such as the
terms of their engagement call for or the board requires of them. 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.

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                                   PART SEVEN

                      PROTECTION OF DIRECTORS AND OFFICERS

7.01    LIMITATION OF LIABILITY

        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 person, including any
person with whom or which any moneys, securities or effects shall be lodged or
deposited, or 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 office or in
relation thereto, unless the same shall happen by or through his failure to
exercise his powers and to discharge his duties honestly, in good faith with a
view to the best interests of the Corporation, and in connection therewith to
exercise the care, diligence and skill that a reasonably prudent person would
exercise in comparable circumstances, provided that nothing herein contained
shall relieve a director or officer from the duty to act in accordance with the
Act and regulations made thereunder, or relieve him from liability for a breach
thereof. 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 of directors.

7.02    INDEMNITY

        Subject to the Act, the Corporation shall indemnify a director or
officer of the Corporation, a former director or officer of the Corporation or
another individual who acts or acted at the Corporation's request as a director
or officer, or an individual acting in a similar capacity, of another entity,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by the individual in respect
of any civil, criminal, administrative, investigative or other proceeding to
which the individual is involved because of that association with the
Corporation or other entity, if:

   (a)  the individual acted honestly and in good faith with a view to the best
        interests of the Corporation, or, as the case may be, to the best
        interests of the other entity for which the individual acted as

                                     - 15 -
<PAGE>

        director or officer or in a similar capacity at the Corporation's
        request; and

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

7.03    INSURANCE

        Subject to the Act, the Corporation may purchase and maintain insurance
for the benefit of any person referred to in section 7.02 against any liability
incurred by him in his capacity as a director or officer of the Corporation or
of another body corporate at the Corporation's request.

7.04    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 material contract with the Corporation
shall disclose the nature and extent of his interest at the time and in the
manner provided by the Act. Any such contract or proposed contract shall be
referred to the directors 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 directors or shareholders, and a director interested in a
contract so referred to the board shall not vote on any resolution to approve
the same except as provided by the Act.

7.05    SUBMISSION OF CONTRACTS OR TRANSACTIONS TO SHAREHOLDERS FOR APPROVAL

        The directors in their discretion may submit any contract, act or
transaction for approval, ratification or confirmation at any annual meeting of
the shareholders or at any special 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 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 and/or confirmed by every
shareholder of the Corporation.

                                     - 16 -
<PAGE>

                                   PART EIGHT

                                     SHARES

8.01    ALLOTMENT

        Subject to the Act, the articles of the Corporation and any unanimous
shareholder agreement, the directors 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 directors may determine, provided that no share shall be issued until it
is fully paid as provided by the Act.

8.02    COMMISSIONS

        The directors 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.

8.03    TRANSFER AGENTS AND REGISTRARS

        The directors may from time to time appoint a registrar to maintain the
securities register and a transfer agent to maintain the register of transfers
and may also appoint one or more branch registrars to maintain branch securities
registers and one or more branch transfer agents to maintain branch registers of
transfers, but one person may be appointed both registrar and transfer agent.
The directors may at any time terminate any such appointment.

8.04    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-transferrable 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 shall be in such form as the directors shall from time to time
approve. Any share certificate shall be signed in accordance with section 2.04:
it need not be under the corporate seal. The signature of one of the signing
officers may be printed or mechanically reproduced in facsimile upon share
certificates; the other officer must sign manually. Every such facsimile
signature shall for all purposes be deemed to be a signature binding upon the
Corporation. Unless the directors otherwise determine, certificates representing
shares in respect of which a transfer agent or registrar, as the case may be,
has been appointed shall not be valid unless countersigned manually by or on
behalf of such transfer agent or registrar. In the case of share certificates
which are not valid unless countersigned manually by or on behalf of a transfer
agent or registrar, the

                                     - 17 -
<PAGE>

signature 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 a signature binding upon the Corporation.
Notwithstanding any change in the persons holding office between the time of
signing and the issuance of any certificate, and notwithstanding that a person
may not have held office at the date of issuance of such certificate, any such
certificate so signed shall be valid and binding upon the Corporation.

8.05    REGISTRATION OF TRANSFER

        Subject to the Act, a transfer of shares shall not be registered in a
securities register except upon presentation of the certificate representing
such shares with a transfer endorsed thereon, or delivered therewith, duly
executed by the registered holder or by his attorney, fiduciary or agent duly
appointed, together with such reasonable assurance that the endorsement is
genuine and effective as the directors may from time to time prescribe, upon
payment of all applicable taxes and any reasonable fees prescribed by the
directors, upon compliance with such restrictions on transfer as are authorized
by the articles, and upon satisfaction of any lien referred to in section 8.10.

8.06    NON-RECOGNITION OF TRUSTS

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

8.07    JOINT SHAREHOLDERS

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

8.08    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 dividends or other payments in
respect 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.

                                     - 18 -
<PAGE>

8.09    REPLACEMENT OF SHARE CERTIFICATES

        The directors or any officer or agent designated by the directors may in
their 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
directors may from time to time prescribe, whether generally or in any
particular case.

8.10    LIEN FOR INDEBTEDNESS

        If the articles provide that the Corporation shall have a lien on shares
registered in the name of a shareholder indebted to the Corporation, such lien
may be enforced, subject to the articles and to any unanimous shareholder
agreement, by the sale of the shares thereby affected or by any other action,
suit, remedy or proceeding authorized or permitted by law or by equity and,
pending such enforcement, may refuse to register a transfer of the whole or any
part of such shares.


                                    PART NINE

                              DIVIDENDS AND RIGHTS

9.01    DIVIDENDS

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

9.02    DIVIDEND CHEQUES

        A dividend payable in money 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.

                                     - 19 -
<PAGE>

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 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
directors may from time to time prescribe, whether generally or in any
particular case.

9.04    RECORD DATE FOR DIVIDENDS AND RIGHTS

        The directors 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 right to subscribe for securities of the
Corporation, as a record date for the determination of the persons entitled to
receive payment for 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 7
days before such record date by newspaper advertisement in the manner provided
in the Act unless notice of the record date is waived in writing by every holder
of a share of a class or series affected whose name is set out in the securities
register at the close of business on the day the directors fix the record date.
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 directors.

9.05    UNCLAIMED DIVIDENDS

        Any dividend unclaimed after a period of 6 years from the date on which
the same has been declared to be payable shall be forfeited and shall revert to
the Corporation.


                                    PART TEN

                            MEETINGS OF SHAREHOLDERS
                            ------------------------

10.01   ANNUAL MEETINGS

        The annual meeting of shareholders shall be held at such time in each
year and, subject to section 10.03, at such place as the directors, the chairman
of the board, the managing director or the president may from time to time
determine, for the purpose of considering the financial statements and reports
required by the Act to be placed before the annual meeting, electing directors,
appointing auditors and for the transaction of such other business as may
properly be brought before the meeting.

                                     - 20 -
<PAGE>

10.02   SPECIAL MEETINGS

        The directors, the chairman of the board, the managing director or the
president shall have power to call a special meeting of shareholders at any
time.

10.03   PLACE OF MEETINGS

        Meetings of shareholders shall be held at the registered office of the
Corporation or elsewhere in the municipality in which the registered office is
situate or, if the directors 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.

10.04   NOTICE OF MEETINGS

        Notice of the time and place of each meeting of shareholders shall be
given in the manner provided in Part Eleven not less than 21 nor more than 60
days before the date of the meeting to each director, to the auditors and to
each shareholder who at the close of business on the record date 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 the auditors'
report, election of directors and reappointment of incumbent auditors 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.

10.05   LIST OF SHAREHOLDERS ENTITLED TO NOTICE

        For every meeting of shareholders, the Corporation shall prepare a list
of shareholders entitled to receive notice of the meeting, arranged in
alphabetical order and showing the number of shares held by each shareholder
entitled to vote at the meeting. If a record date for the meeting is fixed
pursuant to section 10.06, the shareholders listed shall be those registered at
the close of business on such record date. If no record date is fixed, the
shareholders listed shall be those registered at the close of business on the
day immediately preceding the day on which notice of the meeting is given, or
where no such notice is given, the day on which the meeting is held. The list
shall be available for examination by any shareholder during usual business
hours at the registered office of the Corporation or at the place where the
central securities register is kept and at the meeting for which the list was
prepared. Where a separate list of shareholders has not been prepared, the names
of persons appearing in the securities register at the requisite time as the
holder of one or more shares carrying the right to vote at such meeting shall be
deemed to be a list of shareholders.

                                     - 21 -
<PAGE>

10.06   RECORD DATE FOR NOTICE

        The directors may fix in advance a record date, preceding the date of
any meeting of shareholders by not more than 60 days and not less than 21 days,
for the determination of the shareholders entitled to notice of the meeting,
provided that notice of any such record date is given not less than 7 days
before such record date, by newspaper advertisement in the manner provided in
the Act unless notice of the record date is waived in writing by every holder of
a share of a class or series affected whose name is set out in the securities
register at the close of business on the day the directors fix the record date.
If no record date is so fixed, the record date for the determination of the
shareholders entitled to notice of the meeting shall be the close of business on
the day immediately preceding the day on which the notice is given, or, if no
notice is given, the day on which the meeting is held.

10.07   MEETINGS WITHOUT NOTICE

        A meeting of shareholders may be held without notice at any time and
place permitted by the Act (a) if all the shareholders entitled to vote thereat
are present in person or represented by proxy or if those not present or
represented by proxy waive notice of or otherwise consent to such meeting being
held, and (b) if the auditors and the directors are present or waive notice of
or otherwise consent to such meeting being held, provided that such
shareholders, auditors or 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.

10.08   CHAIRMAN, SECRETARY AND SCRUTINEERS

        The chairman of any meeting of shareholders shall be the first mentioned
of such of the following officers as have been appointed and who is present at
the meeting: president, managing director, chairman of the board, or a
vice-president who is a shareholder. If no such officer is present 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.

                                     - 22 -
<PAGE>

10.09   PERSONS ENTITLED TO BE PRESENT

        The only persons entitled to be present at a meeting of shareholders
shall be those entitled to vote thereat, the directors and auditors of the
Corporation and others who, although not entitled to vote, are entitled or
required under any provision of the Act or the articles or by-laws to be present
at the meeting. Any other person may be admitted only on the invitation of the
chairman of the meeting or with the consent of the meeting.

10.10   QUORUM

        Subject to the provisions of section 10.20, a quorum for the transaction
of business at any meeting of shareholders shall be two persons present in
person, each being a shareholder entitled to vote thereat or a duly appointed
proxyholder for an absent shareholder so entitled, and together holding or
representing by proxy not less than 51% 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.

10.11   RIGHT TO VOTE

        Subject to the provisions of the Act as to representatives of any other
body corporate which is a shareholder of the Corporation and to section 10.12,
every person named in the list referred to in section 10.05 shall be entitled to
vote the shares shown thereon opposite his name at the meeting to which such
list relates, except to the extent that (a) where the Corporation has fixed a
record date in respect of such meeting, such person has transferred any of his
shares after such record date, or, where the Corporation has not fixed a record
date in respect of such meeting, such person has transferred any of his shares
after the date on which such list is prepared, and (b) 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
excepted case, the transferee shall be entitled to vote the transferred shares
at such meeting.

10.12   PROXYHOLDERS AND REPRESENTATIVES

        Every shareholder entitled to vote at a meeting of shareholders may
appoint a proxyholder, or one or more alternate proxyholders, to attend and act
as his representative 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

                                     - 23 -
<PAGE>

requirements of the Act. Alternatively, every such shareholder which is a body
corporate or association may authorize by resolution of its directors or
governing body an individual to represent it at a meeting of shareholders and
such individual may exercise on the shareholder's behalf all the powers it could
exercise if it were an individual shareholder. The authority of such an
individual shall be established by depositing with the Corporation a certified
copy of such resolution, or in such other manner as may be satisfactory to the
secretary of the Corporation or the chairman of the meeting. Any such
proxyholder or representative need not be a shareholder.

10.13   TIME FOR DEPOSIT OF PROXIES

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

10.14   JOINT SHAREHOLDERS

        If two or more persons hold shares jointly, any 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, they shall vote together as one on
the shares jointly held by them.

10.15   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 the majority of
the votes cast on the question. In case of an equality of votes either upon a
show of hand or upon a poll, the chairman of the meeting shall not be entitled
to a second or casting vote.

10.16   SHOW OF HANDS

        Subject to 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
provided in section 10.17. 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

                                     - 24 -
<PAGE>

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. For the purpose of this section, if
at any meeting the Corporation has made available to shareholders the means to
vote electronically, any vote made electronically shall be included in tallying
any votes by show of hands.

10.17   BALLOTS

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

10.18   ADJOURNMENT

        The chairman at a meeting of shareholders may, with the consent of the
meeting and subject to such conditions as the meeting may decide, 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. Subject to the Act, 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.

10.19   RESOLUTION IN WRITING

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

10.20   ONLY ONE SHAREHOLDER

        Where the Corporation has only one shareholder or only one holder of any
class or series of shares, the shareholder present in person or represented by
proxy constitutes a meeting and the quorum requirements hereof shall have no
application.

                                     - 25 -
<PAGE>


                                   PART ELEVEN

                                     NOTICES
                                     -------

11.01   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 directors shall be
sufficiently given if delivered personally to the person to whom it is to be
given or if delivered to his recorded address or if mailed to him at his
recorded address by prepaid ordinary or air mail or 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 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
directors in accordance with any information 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, any
notice may be addressed to all of such joint holders but notice to one of such
persons shall be sufficient notice to all of them.

11.03   COMPUTATION OF TIME

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

11.04   UNDELIVERED NOTICES

        If any notice given to a shareholder pursuant to section 11.01 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.

11.05   OMISSIONS AND ERRORS

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

                                     - 26 -
<PAGE>

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 founded thereon.

11.06   PERSONS ENTITLED BY DEATH OR OPERATION OF LAW

        Every person who, by operation of law, transfer, death of 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 through 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.

11.07   WAIVER OF NOTICE

        Any shareholder, proxyholder, representative, director, officer,
auditor, member of a committee of the board or other person entitled to attend a
meeting of shareholders may at any time waive any notice, or waive or abridge
the time for any notice, required to be given to him or to the shareholder whom
the proxyholder or representative represents 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 for
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 which may be given in any manner.


                                   PART TWELVE

                                 EFFECTIVE DATE
                                 --------------

12.01   EFFECTIVE DATE

        This by-law shall come into force when made by the directors in
accordance with the Act.

12.02   REPEAL OF BY-LAWS

        Upon this by-law coming into force, all prior by-laws of the Corporation
that are in effect at the time this by-law becomes effective are repealed
provided that such repeal shall not affect the previous operation of the by-laws
so repealed or affect the validity of any act done or right, privilege,
obligation or liability acquired or incurred under the validity of any contract
or agreement made pursuant to any such by-laws prior to their repeal. All
officers and persons acting under such bylaws so repealed shall continue to act
as if

                                     - 27 -
<PAGE>

appointed under the provisions of this bylaw and all resolutions of the
shareholders or of the directors with continuing effect passed under such
repealed by-laws shall continue good and valid except to the extent inconsistent
with this by-law and until amended or repealed.


        MADE by the board the 31st day of January, 2003.


        WITNESS the seal of the Corporation.







/s/                                            /s/
___________________________________            _________________________________
Treasurer - Christopher T. Hill                Secretary - Shelley M. Riley



                                     - 28 -