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                                                                     EXHIBIT 3.3
                                                                     -----------

                                BY-LAW NO. 2002-1

                                       OF

                              SAND TECHNOLOGY INC.
                               (the "Corporation")



1.       REGISTERED OFFICE

1.1      The registered office of the Corporation shall be in the province or
         territory of Canada specified in the Articles of the Corporation and at
         such location in that province or territory as the directors may from
         time to time determine.

2.       CORPORATE SEAL

2.1      The directors may, but need not, adopt a corporate seal, and may change
         a corporate seal that is adopted.

3.       DIRECTORS

3.1      NUMBER AND QUORUM. The number of directors shall be determined by the
         directors but shall be not fewer than the minimum and not more than the
         maximum provided in the Articles of the Corporation. A majority of
         directors or such greater or lesser number as the directors may from
         time to time determine shall constitute a quorum for the transaction of
         business at any meeting of directors.

3.2      QUALIFICATION. No person shall be qualified to be a director if that
         person is less than eighteen years of age, is of unsound mind and has
         been so found by a court in Canada or elsewhere, or has the status of a
         bankrupt. At least twenty-five per cent of the directors shall be
         resident Canadians.

3.3      ELECTION AND TERM OF OFFICE. The directors shall be elected at each
         annual meeting of shareholders of the Corporation and each director
         shall hold office until the close of the first annual meeting following
         the director's election; provided that if an election of directors is
         not held at an annual meeting of shareholders, the directors then in
         office shall continue in office until their successors are elected.
         Retiring directors are eligible for re-election.

3.4      VACATION OF OFFICE. A director ceases to hold office if the director
         dies, is removed from office by the shareholders, ceases to be
         qualified for election as a director or resigns by a written
         resignation received by the Corporation. A written resignation of a
         director becomes effective at the time it is received by the
         Corporation, or at the time specified in the resignation, whichever is
         later.


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3.5      REMOVAL OF DIRECTORS. The shareholders may by ordinary resolution at a
         special meeting of shareholders remove any director or directors from
         office provided that where the holders of any class or series of shares
         have an exclusive right to elect one or more directors, a director so
         elected may only be removed by an ordinary resolution at a meeting of
         the shareholders of that class or series. A vacancy created by the
         removal of a director may be filled at the meeting of the shareholders
         at which the director is removed.

3.6      VACANCIES. Subject to the Act, a quorum of directors may fill a vacancy
         among the directors. A director appointed or elected to fill a vacancy
         holds office for the unexpired term of the director's predecessor. The
         directors may, in addition to filling vacancies on the board of
         directors, appoint one or more directors, who shall hold office for a
         term expiring not later than the close of the next annual meeting of
         shareholders of the Corporation, but the total number of directors so
         appointed may not exceed one third of the number of directors elected
         at the previous annual meeting of shareholders and the total number of
         directors may not exceed the maximum number of directors authorized by
         the Articles of the Corporation.

3.7      ACTION BY DIRECTORS. The directors shall manage, or supervise the
         management of, the business and affairs of the Corporation. Subject to
         sections 3.8. and 3.9, the powers of the directors 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 directors. Where there is a vacancy in the board of
         directors the remaining directors may exercise all the powers of the
         board so long as a quorum remains in office.

3.8      CANADIAN RESIDENTS REQUIRED AT MEETINGS. The directors shall not
         transact business at a meeting other than filling a vacancy in the
         board unless at least twenty-five per cent of the directors (the
         "required number") present are resident Canadians or if 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 the required number of resident Canadians
         would have been present had that director been present at the meeting.

3.9      MEETING BY TELEPHONIC OR ELECTRONIC FACILITY. If all the directors of
         the Corporation consent, a meeting of directors or of a committee of
         directors may be held by means of a telephonic, electronic or other
         communication facility that permits all persons participating in the
         meeting to communicate adequately with each other, and a director
         participating in a meeting by such means is deemed to be present at
         that meeting.

3.10     PLACE OF MEETINGS. Meetings of directors may be held at any place
         within or outside of Canada.

3.11     CALLING OF MEETINGS. Meetings of the directors shall be held at such
         time and place as the Chair of the Board, the President or any two
         directors may determine.

3.12     NOTICE OF MEETING. Notice of the time and place of each meeting of
         directors shall be given to each director by telephone not less than
         48 hours before the time of the meeting or by written notice not less
         than four days before the day of the meeting and, subject to the Act,
         need not specify the purpose of or the business to be transacted at the
         meeting. Meetings


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         of the directors may be held at any time without notice if all the
         directors have waived or are deemed to have waived notice.

3.13     FIRST MEETING OF NEW BOARD. No notice shall be necessary for the first
         meeting of newly-elected directors held immediately following their
         election at a meeting of shareholders.

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

3.15     REGULAR MEETINGS. The directors may appoint a day or days in any month
         or months for regular meetings and shall designate the place and time
         at which such meetings are to be held. A copy of any resolution of
         directors fixing the place and time of regular meetings of the board
         shall be sent to each director forthwith after being passed, and no
         other notice shall be required for any such regular meeting.

3.16     CHAIR. The Chair of the Board, or in the Chair's absence the President
         if a director, or in the President's absence a director chosen by the
         directors at the meeting shall be the chair of any meeting of
         directors.

3.17     VOTING AT MEETING. Questions arising at any meeting of directors shall
         be decided by a majority of votes. In the case of an equality of votes,
         the chair of the meeting shall not have 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 or is acting in a similar capacity of, or has
         a material interest in, a party to a material contract or material
         transaction, whether entered into or proposed, with the Corporation
         shall disclose the nature and extent of the director's or officer's
         interest at the time and in the manner provided by the Act.

3.19     REMUNERATION AND EXPENSES. The directors shall be paid such
         remuneration as the directors may from time to time by resolution
         determine. The directors shall also be entitled to be paid their
         travelling and other expenses properly incurred by them in going to,
         attending and returning from meetings of directors or committees of
         directors. A director or officer of the Corporation may be employed by
         or perform services for the Corporation otherwise than as a director or
         officer, and may be a member of a firm or a shareholder, director or
         officer of a body corporate which is employed by or performs services
         for the Corporation, and such a director, officer, firm or body
         corporate may receive proper remuneration for this employment
         or services.

4.       COMMITTEES

4.1      COMMITTEES OF DIRECTORS. The directors may appoint from among their
         number one or more committees of directors and delegate to them any of
         the powers of the directors except those which under the Act a
         committee of directors has no authority to exercise.

4.2      AUDIT COMMITTEE. The directors shall appoint from among their number an
         audit committee composed of not fewer than three directors. The audit
         committee shall review the financial statements of the Corporation and
         shall report thereon to the directors of the Corporation


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         before such financial statements are approved by the directors. The
         auditor of the Corporation is entitled to receive notice of every
         meeting of the audit committee and, at the expense of the Corporation,
         to attend and be heard thereat; and, if so requested by a member of the
         audit committee, shall attend every meeting of the committee held
         during the term of office of the auditor. The auditor of the
         Corporation or any member of the audit committee may call a meeting of
         the committee.

4.3      TRANSACTION OF BUSINESS. Subject to section 3.9, the powers of a
         committee appointed by the directors may be exercised at a meeting at
         which a quorum is present or by resolution in writing signed by all
         members of the committee entitled to vote on that resolution at a
         meeting of the committee. Meetings of a committee may be held at any
         place in or outside Canada.

4.4      PROCEDURE. Unless otherwise determined by the directors, each committee
         shall have the power to fix its quorum and to regulate its procedure.

5.       OFFICERS

5.1      GENERAL. The directors may from time to time appoint a Chair of the
         Board, a President, one or more Vice-Presidents, a Secretary, a
         Treasurer and such other officers as the directors may determine,
         including one or more assistants to any of the officers so appointed.
         The officers so appointed may but need not be members of the board of
         directors except as provided in sections 5.3 and 5.4.

5.2      TERM OF OFFICE. Any officer may be removed by the directors at any time
         but such removal shall not affect the rights of that officer under any
         contract of employment with the Corporation. Otherwise, each officer
         shall hold office until the officer's successor is appointed.

5.3      THE CHAIR OF THE BOARD. The Chair of the Board, if any, shall be
         appointed from among the directors and shall, when present, be chair of
         meetings of shareholders and directors and shall have such other powers
         and duties as the directors may determine.

5.4      THE PRESIDENT. Unless the directors otherwise determine, the President
         shall be the chief executive officer of the Corporation and shall have
         general supervision of its business and affairs and in the absence of
         the Chair of the Board shall be chair at meetings of shareholders and
         directors when present.

5.5      VICE-PRESIDENT. A Vice-President shall have such powers and duties as
         the directors or the President may determine.

5.6      SECRETARY. The Secretary shall give, or cause to be given, all notices
         required to be given to shareholders, directors, auditors and members
         of committees; shall attend and be secretary of all meetings of
         shareholders, directors and committees appointed by the directors and
         shall enter or cause to be entered in books kept for that purpose
         minutes of all proceedings at such meetings; shall be the custodian of
         the corporate seal of the Corporation and of all records, books,
         documents and other instruments belonging to the Corporation; and shall
         have such other powers and duties as the directors or the President
         may determine.


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5.7      TREASURER. The Treasurer shall keep proper books of account and
         accounting records with respect to all financial and other transactions
         of the Corporation; shall be responsible for the deposit of money, the
         safe-keeping of securities and the disbursement of the funds of the
         Corporation; shall render to the directors when required an account of
         all the Treasurer's transactions and of the financial position of the
         Corporation; and the Treasurer shall have such other powers and duties
         as the directors or the President may determine.

5.8      OTHER OFFICERS. The powers and duties of all other officers shall be
         such as the directors or the President may determine. 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 directors or the
         President otherwise direct.

5.9      VARIATION OF DUTIES. The directors may, from time to time, vary, add to
         or limit the powers and duties of any officer.

5.10     CONFLICT OF INTEREST. An officer shall disclose the officer's interest
         in any material contract or material transaction, whether entered into
         or proposed, in accordance with section 3.18.

5.11     AGENTS AND ATTORNEYS. The directors shall have power from time to time
         to appoint agents or attorneys for the Corporation within or outside
         Canada with such powers (including the power to sub-delegate) of
         management, administration or otherwise as the directors may specify.

6.       PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Corporation shall
         indemnify a director or officer, a former director or officer or a
         person who acts or acted at the request of the Corporation as a
         director or officer, or in a similar capacity of another entity, and
         the heirs and legal representatives of such a person to the extent
         permitted by the Act.

6.2      INSURANCE. The Corporation may purchase and maintain insurance for the
         benefit of any person referred to in section 6.1 to the extent
         permitted by the Act.

7.       MEETINGS OF SHAREHOLDERS

7.1      ANNUAL MEETINGS. The annual meeting of the shareholders shall be held
         at the registered office of the Corporation or at such other place
         within Canada as the directors may determine, or at any place outside
         Canada specified in the Articles of the Corporation or agreed to by all
         the shareholders entitled to vote at that meeting, at such time in each
         year as the directors may determine, for the purpose of receiving the
         reports and statements required to be placed before the shareholders at
         an annual meeting, electing directors, appointing auditors, and for the
         transaction of such other business as may properly be brought before
         the meeting.

7.2      OTHER MEETINGS. The directors shall have power at any time to call a
         special meeting of shareholders to be held at such place within Canada
         as the directors may determine, or at any place outside Canada
         specified in the Articles of the Corporation or agreed to by all the


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         shareholders entitled to vote at that meeting, at such time as may be
         determined by the board of directors.

7.3      NOTICE OF MEETINGS. Notice of the time and place of a meeting of
         shareholders shall be given not less than 21 days nor more than 60 days
         before the meeting to each holder of shares carrying voting rights at
         the close of business on the record date for notice, to each director
         and to the auditor of the Corporation. Notice of a meeting of
         shareholders at which special business is to be transacted shall state
         the nature of that business in sufficient detail to permit the
         shareholder to form a reasoned judgment on the special business and
         shall include the text of any special resolution to be submitted to the
         meeting. All business transacted at a special meeting of shareholders
         and all business transacted at an annual meeting of shareholders,
         except consideration of the financial statements, report of the
         auditors, election of directors and reappointment of the incumbent
         auditors, shall be deemed to be special business.

7.4      RECORD DATE FOR NOTICE. For the purpose of determining shareholders
         entitled to receive notice of a meeting of shareholders, the directors
         may fix in advance a date as the record date for such determination of
         shareholders, but the record date shall not precede by more than
         60 days or by less than 21 days the date on which the meeting is to be
         held. Where no record date is fixed, the record date for the
         determination of shareholders entitled to receive notice of a meeting
         of shareholders 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, shall be the day on which the meeting is held. If a
         record date is fixed, unless notice of the record date is waived in
         writing by every holder of a share of the class or series affected
         whose name is set out in the securities register at the close of
         business on the day the directors fix the record date, notice of the
         record date shall be given, not less than seven days before the date so
         fixed, by advertisement in a newspaper published or distributed in the
         place where the Corporation has its registered office and in each place
         in Canada where it has a transfer agent or where a transfer of its
         shares may be recorded and by written notice to each stock exchange in
         Canada on which the shares of the Corporation are listed for trading.

7.5      RECORD DATE FOR VOTING. For the purpose of determining shareholders
         entitled to vote at a meeting of shareholders, the directors may fix in
         advance a date as the record date for such determination of
         shareholders, but the record date shall not precede by more than
         60 days or by less than 21 days the date on which the meeting is to be
         held. If a record date is fixed, unless notice of the record date is
         waived in writing by every holder of a share of the class or series
         affected whose name is set out in the securities register at the close
         of business on the day the directors fix the record date, notice of the
         record date shall be given, not less than seven days before the date so
         fixed, by advertisement in a newspaper published or distributed in the
         place where the Corporation has its registered office and in each place
         in Canada where it has a transfer agent or where a transfer of its
         shares may be recorded and by written notice to each stock exchange in
         Canada on which the shares of the Corporation are listed for trading.

7.6      PERSONS ENTITLED TO BE PRESENT. The only persons entitled to be present
         at a meeting of shareholders shall be those entitled to vote at the
         meeting, the directors, the auditor and other persons who are entitled
         or required under any provision of the Act or the artic]es or By-laws
         of the Corporation to attend a meeting of shareholders of the
         Corporation. Any other


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         person may be admitted only on the invitation of the chair of the
         meeting or with the consent of the meeting.

7.7      CHAIR. The Chair of the Board, or in the absence of the Chair of the
         Board, the President, or in the absence of the President, a person
         chosen by a vote at the meeting shall be chair of meetings of
         shareholders.

7.8      SCRUTINEERS. At each meeting of shareholders one or more scrutineers,
         who need not be shareholders, may be appointed by a resolution or by
         the chair with the consent of the meeting.

7.9      QUORUM. A quorum of shareholders is present at a meeting of
         shareholders, irrespective of the number of persons actually present at
         the meeting, if the holders of not less than 33 1/3% of the shares
         entitled to vote at the meeting are present in person or represented by
         proxy.

7.10     RIGHT TO RECEIVE NOTICE. The Corporation shall prepare a list of
         shareholders entitled to receive notice of a meeting, arranged in
         alphabetical order and showing the number of shares held by each
         shareholder, which list shall be prepared,

         7.10.1   If a record date for notice is fixed under section 7.4, not
                  later than ten days after that record date; and

         7.10.2   if no record date for notice is fixed under section 7.4, on
                  the record date for notice established under section 7.4.

7.11     RIGHT TO VOTE. The Corporation shall prepare a list of shareholders
         entitled to vote at a meeting, arranged in alphabetical order and
         showing the number of shares held by each shareholder, which list shall
         be prepared,

         7.11.1   if a record date for voting is fixed under section 7.5, not
                  later than ten days after that record date; and

         7.11.2   if no record date for voting is fixed, not later than 10 days
                  after the record date for notice fixed under section 7.4 or,
                  if no record date for notice was so fixed, then not later than
                  the record date for notice established under section 7.4, and
                  in both cases the list shall be prepared as of the record date
                  for notice.

         A shareholder whose name appears in the list prepared under this
         section 7.11 is entitled to vote the shares shown opposite that
         shareholder's name at the meeting to which the list relates.

7.12     JOINT SHAREHOLDERS. Where two or more persons hold shares jointly, one
         of those holders present at a meeting of shareholders may in the
         absence of the others vote the shares, but if two or more of those
         persons are present, in person or by proxy, they shall vote as one on
         the shares jointly held by them.

7.13     REPRESENTATIVES. Where a body corporate or association is a shareholder
         of the Corporation, the Corporation shall recognize any individual
         authorized by a resolution of the


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         directors or governing body of the body corporate or association to
         represent it at meetings of shareholders of the Corporation. An
         individual so authorized may exercise on behalf of the body corporate
         or association the individual represents all the powers it could
         exercise if it were an individual shareholder.

7.14     EXECUTORS AND OTHERS. An executor, administrator, committee of a
         mentally incompetent person, guardian or trustee and, where a
         corporation is such executor, administrator, committee, guardian or
         trustee of a testator, intestate, mentally incompetent person, ward or
         cestui que trust, any duly appointed representative of such
         corporation, upon filing with the secretary of the meeting sufficient
         proof of the person's appointment, shall represent the shares in the
         person's or its hands at all meetings of shareholders of the
         Corporation and may vote accordingly as a shareholder in the same
         manner and to the same extent as the shareholder of record. If there be
         more than one executor, administrator, committee, guardian or trustee,
         the provisions of this By-law respecting joint shareholders shall
         apply.

7.15     PROXYHOLDERS. Every shareholder entitled to vote at a meeting of
         shareholders may by means of a proxy appoint a proxyholder or one or
         more alternate proxyholders, who need not be shareholders, as the
         nominee of that shareholder to attend and act at the meeting in the
         manner, to the extent and with the authority conferred by the proxy.
         A proxyholder or an alternative proxyholder has the same rights as the
         shareholder who appointed the proxyholder to speak at a meeting of
         shareholders in respect of any matter, to vote by way of ballot at the
         meeting and, except where a proxyholder or an alternative proxyholder
         has conflicting instructions from more than one shareholder, to vote at
         such meeting in respect of any matter by way of any show of hands. A
         proxy shall be executed by the shareholder or the attorney of the
         shareholder authorized in writing or, if the shareholder is a body
         corporate, by an officer or attorney thereof duly authorized and shall
         be valid only at the meeting in respect of which it is given or any
         adjournment of the meeting. A proxy shall be in such form as may be
         prescribed from time to time by the directors or in such other form as
         the chair of the meeting may accept and as complies with all applicable
         laws and regulations.

7.16     TIME FOR DEPOSIT OF PROXIES. The directors may by resolution fix a time
         not exceeding forty-eight hours, excluding Saturdays, Sundays and
         holidays, preceding any meeting or adjourned meeting of shareholders
         before which time proxies to be used at that meeting must be deposited
         with the Corporation or an agent of the Corporation, and any period of
         time so fixed shall be specified in the notice calling the meeting.

7.17     VOTES TO GOVERN. Subject to the Act and the Articles of the
         Corporation, at all meetings of shareholders every question shall be
         decided, either on a show of hands (or its functional equivalent) or by
         ballot, by a majority of the votes cast on the question. In case of an
         equality of votes, the chair of the meeting shall have a second or
         casting vote.

7.18     ELECTRONIC MEETINGS AND VOTING. If the directors or shareholders call a
         meeting of shareholders, the directors or shareholders, as the case may
         be, may determine that the meeting of shareholders shall be held
         entirely by means of a telephonic, electronic or other communication
         facility that permits all participants to communicate adequately with
         each other during the meeting, and any vote at that meeting of
         shareholders shall be held entirely by means of that communication
         facility. A meeting of shareholders may also be held at


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         which some, but not all, persons entitled to attend may participate and
         vote by means of a telephonic, electronic or other communication
         facility that permits all participants to communicate adequately with
         each other during the meeting/such a communication facility, if the
         Corporation makes one available. A person participating in a meeting by
         such means is deemed to be present at the meeting. Any vote at a
         meeting of shareholders may be also held entirely by means of a
         telephonic, electronic or other communication facility, if the
         Corporation makes one available, even if none of the persons entitled
         to attend otherwise participates in the meeting by means of a
         communication facility. For the purpose of voting, a communication
         facility that is made available by the Corporation must enable the
         votes to be gathered in a manner that permits their subsequent
         verification and permits the tallied votes to be presented to the
         Corporation without it being possible for the Corporation to identify
         how each shareholder or group of shareholders voted.

7.19     SHOW OF HANDS. Voting at a meeting of shareholders shall be by show of
         hands, or the functional equivalent of a show of hands by means of
         electronic, telephonic or other communication facility, except where a
         ballot is demanded by a shareholder or proxyholder entitled to vote at
         the meeting or where required by the chair. A ballot may be demanded
         either before or after any vote by show of hands, or its functional
         equivalent. Upon a show of hands, or its functional equivalent, every
         person who is present and entitled to vote shall have one vote.
         Whenever a vote by show of hands, or its functional equivalent, shall
         have been taken upon a question, unless a ballot be required or
         demanded, an entry in the minutes of a meeting of shareholders to the
         effect that the chair declared a motion to be carried is admissible in
         evidence as prima facie proof of the fact without proof of the number
         or proportion of the votes recorded in favour of or against the motion.
         A demand for a ballot may be withdrawn at any time prior to taking of a
         poll on the ballot.

7.20     BALLOTS. If a ballot is demanded or required, the vote upon the
         question shall be taken in such manner as the chair of the meeting
         shall direct, or as provided by the electronic, telephonic or other
         communication facility through which votes may be cast. Each person
         present and entitled to vote at the meeting shall, unless the Articles
         of the Corporation otherwise provide, be entitled to one vote for each
         share in respect of which that person is entitled to vote at the
         meeting.

7.21     ADJOURNMENT. The chair of any meeting of shareholders may, with the
         consent of the meeting and subject to such conditions as the meeting
         may decide, adjourn the same from time to time and from place to place.
         If a meeting of shareholders is adjourned for less than thirty days it
         is not 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 thirty days or more, notice of the adjourned meeting shall be given
         as for an original meeting. Any business may be brought before or dealt
         with at any adjourned meeting which might have been brought before or
         dealt with at the original meeting in accordance with the notice
         calling such original meeting.

7.22     RESOLUTION IN LIEU OF MEETING. 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
         shareholders except where a written statement has been submitted by a


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         director or where representations in writing are submitted by the
         auditors of the Corporation, in either case, in accordance with
         the Act.

8.       SHARES

8.1      ISSUE. Subject to the Act and the Articles of the Corporation, shares
         of the Corporation may be issued at such times and to such persons and
         for such consideration as the directors may determine, provided that no
         share may be issued until it is fully paid as provided in the said Act.

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

8.3      SHARE CERTIFICATE. Every shareholder is entitled at the option of the
         shareholder to a share certificate in respect of the shares held by the
         shareholder that complies with the Act or to a non-transferable written
         acknowledgement ("written acknowledgement") of the right of the
         shareholder to obtain a share certificate from the Corporation in
         respect of the shares of the Corporation held by the shareholder, but
         the Corporation is not bound to issue more than one share certificate
         or written acknowledgement in respect of a share or shares held jointly
         by several persons and delivery of a share certificate or written
         acknowledgement to one of several joint holders is sufficient delivery
         to all. Written acknowledgements shall be in such form or forms as the
         directors shall from time to time by resolution determine. The
         Corporation may charge a fee in accordance with the Act for a share
         certificate issued in respect of a transfer. Subject to the provisions
         of the Act and to the requirements of any stock exchange on which
         shares of the Corporation may be listed, share certificates shall be in
         such form or forms as the directors shall from time to time approve.
         Unless otherwise determined by the directors, share certificates shall
         be signed by the Chair of the Board, the President, or a Vice-President
         or a director and by the Secretary or an Assistant Secretary and need
         not be under the corporate seal and certificates for shares in respect
         of which a transfer agent and/or registrar has been appointed shall not
         be valid unless countersigned on behalf of such transfer agent and/or
         registrar. Share certificates shall be signed manually, or signatures
         shall be printed or otherwise mechanically reproduced on the
         certificate, and shall include the signature of at least one director
         or officer of the Corporation or by or on behalf of a registrar,
         transfer agent or branch transfer agent of the Corporation. If a share
         certificate contains a printed or mechanically reproduced signature of
         a person, the Corporation may issue the share certificate, even though
         the person has ceased to be a director or an officer of the
         Corporation, and the share certificate is as valid as if the person
         were a director or an officer at the date of its issue.

8.4      TRANSFER AGENTS AND REGISTRARS. For each class of shares issued by it,
         the Corporation may appoint one or more agents to keep the securities
         register and the register of transfers and one or more branch
         registers. Such an agent may be designated as a transfer agent or
         registrar according to functions and one agent may be designated both
         transfer agent and registrar. The securities register, the register of
         transfers and the branch register or registers (the "registers") shall
         be kept at the registered office of the Corporation or at such other


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         place inside or outside Canada designated by the directors. If the
         registers are kept outside Canada, the Corporation will make them
         available for inspection in compliance with the Act.

8.5      TRANSFER OF SHARES. Subject to the Act, no transfer of a share shall be
         registered except upon presentation of the certificate representing
         such share with an endorsement which complies with the Act, together
         with such reasonable assurance that the endorsement is genuine and
         effective as the directors may prescribe, upon payment of all
         applicable taxes and fees and upon compliance with the Articles of the
         Corporation.

8.6      NON-RECOGNITION OF TRUST. 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 payment
         in respect of the share, and to exercise all the rights and powers of
         an owner of the share.

8.7      REPLACEMENT OF SHARE CERTIFICATES. Where the owner of a share
         certificate claims that the share certificate has been lost, apparently
         destroyed or wrongfully taken, the Corporation shall issue or cause to
         be issued a new certificate in place of the original certificate if the
         owner (i) so requests before the Corporation has notice that the share
         certificate has been acquired by a bona fide purchaser; (ii) files with
         the Corporation an indemnity bond sufficient in the opinion of the
         Corporation to protect the Corporation and any transfer agent,
         registrar or other agent of the Corporation from any loss that it or
         any of them may suffer by complying with the request to issue a new
         share certificate; and (iii) satisfies any other reasonable
         requirements imposed from time to time by the Corporation.

9.       DIVIDENDS AND RIGHTS

9.1      DECLARATION OF DIVIDENDS. Subject to the Act, the directors may from
         time to time declare dividends payable to the shareholders according to
         their respective rights and interest in the Corporation.

9.2      CHEQUES. A dividend payable in money shall be paid by cheque to the
         order of each registered holder of shares of the class or series in
         respect of which it has been declared and mailed by prepaid ordinary
         mail to such registered holder at the address of such holder in the
         securities register of the Corporation, 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
         such joint holders and mailed to them at their address in the
         securities register of the Corporation. The mailing of such cheque as
         aforesaid, unless the same is not paid on due presentation, shall
         satisfy and discharge the liability for the dividend to the extent of
         the sum represented thereby plus the amount of any tax which the
         Corporation is required to and does withhold.

9.3      NON-RECEIPT OF CHEQUES. In the event of non-receipt of any dividend
         cheque by the person to whom it is sent, the Corporation shall issue to
         such person a replacement cheque for a like amount on such terms as to
         indemnity, reimbursement of expenses and evidence of non-receipt and of
         title as the directors may from time to time prescribe, whether
         generally or in any particular case.


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9.4      RECORD DATE FOR DIVIDENDS AND RIGHTS. The directors may fix in advance
         a date, preceding by not more than 60 days the date for 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 a 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 directors.

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

10.      NOTICES

10.1     GENERAL. A notice or document required by the Act, the regulations
         under the Act, the Articles or the By-laws of the Corporation to be
         sent to a shareholder or director of the Corporation, may be sent by
         prepaid mail addressed to, or may be delivered personally to, the
         shareholder or director at the latest address of the shareholder or of
         the director as shown in the records of the Corporation. A notice or
         document if mailed to a shareholder or director of the Corporation
         shall be deemed to have been received at the time it would be delivered
         in the ordinary course of mail unless there are reasonable grounds for
         believing that the shareholder or director did not receive the notice
         or the document at that time or at all.

10.2     ELECTRONIC DELIVERY. Provided the addressee has consented in writing or
         electronically in accordance with the Act and the regulations under the
         Act, the Corporation may satisfy the requirement to send any notice or
         document referred to in section 10.1 by creating and providing an
         electronic document in compliance with the Act and the regulations
         under the Act. An electronic document is deemed to have been received
         when it enters the information system designated by the addressee or,
         if the document is posted on or made available through a generally
         accessible electronic source, when the addressee receives notice in
         writing of the availability and location of that electronic document,
         or, if such notice is sent electronically, when it enters the
         information system designated by the addressee.

10.3     UNDELIVERED NOTICES. If the Corporation sends a notice or document to a
         shareholder in accordance with this section and the notice or document
         is returned on two consecutive occasions because the shareholder cannot
         be found, the Corporation is not required to send any further notices
         or documents to the shareholder until the shareholder informs the
         Corporation in writing of the new address of the shareholder.

10.4     COMPUTATION OF TIME. In computing the time when a notice or document
         must be given or sent under any provision requiring a specified number
         of days' notice of any meeting or other event, the day on which the
         notice or document is given or sent shall be excluded and the day on
         which the meeting or other event occurs shall be included.


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10.5     OMISSION AND ERRORS. The accidental omission to give any notice or send
         any document to any shareholder, director or other person or the
         non-receipt of any notice or document by any shareholder, director or
         other person or any error in any notice or document not affecting the
         substance thereof shall not invalidate any action taken at any meeting
         held pursuant to such notice or otherwise founded on such notice or
         document.

10.6     NOTICE TO JOINT SHAREHOLDERS. All notices or documents with respect to
         any shares registered in more than one name may, if more than one
         address appears on the securities register of the Corporation in
         respect of such joint holding, be given to such joint shareholders at
         the first address so appearing, and all notices so given or documents
         so sent shall be sufficient notice to all the holders of such shares.

10.7     PROOF OF SERVICE. A certificate of the Secretary or other duly
         authorized officer of the Corporation, or of any agent of the
         Corporation, as to facts in relation to the mailing or delivery or
         sending of any notice or document to any shareholder or director of the
         Corporation or to any other person or publication of any such notice or
         document, shall be conclusive evidence and shall be binding on every
         shareholder or director or other person as the case may be.

10.8     SIGNATURE TO NOTICE. The signature to any notice or document given by
         the Corporation, if not in electronic form, may be printed or otherwise
         mechanically reproduced or partly printed or otherwise mechanically
         reproduced.

10.9     WAIVER OF NOTICE. Notice may be waived or the time for the sending of a
         notice or document may be waived or abridged at any time with the
         consent in writing of the person entitled to it. Attendance of any
         director at a meeting of the directors or of any shareholder at a
         meeting of shareholders is a waiver of notice of such meeting, except
         where the director or shareholder attends for the express purpose of
         objecting to the transaction of any business on the grounds that the
         meeting is not lawfully called.

11.      BUSINESS OF THE CORPORATION

11.1     VOTING SHARES AND SECURITIES IN OTHER CORPORATIONS. All of the shares
         or other securities carrying voting rights of any other body corporate
         or bodies corporate held from time to time by the Corporation may be
         voted at any and all meetings of holders of such securities of such
         other body corporate or bodies corporate in such manner and by such
         person or persons as the directors of the Corporation shall from time
         to time determine, or failing such determination, 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 issue of voting certificates and other evidence of the
         right to vote in such names as they may determine.

11.2     BANK ACCOUNTS, CHEQUES, DRAFTS AND NOTES. The bank accounts of the
         Corporation shall be kept in such chartered bank or banks, trust
         company or trust companies or other firm or corporation carrying on a
         banking business as the directors may by resolution from time to time
         determine. Cheques on 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


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         endorsed, as the case may be, by such officer or officers, person or
         persons as the 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 any one of the bank accounts of the
         Corporation by such officer or officers, person or persons, as the
         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
         name of the Corporation.

11.3     EXECUTION OF INSTRUMENTS. The Chair of the Board, the President, a
         Vice-President or any director, together with the Secretary, the
         Treasurer, Assistant Secretary, Assistant Treasurer or any other
         director, shall have authority to sign in the name and on behalf of the
         Corporation all instruments in writing and any instruments in writing
         so signed shall be binding upon the Corporation without any further
         authorization or formality. The board of directors shafl 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. Any signing officer may affix the corporate
         seal to any instrument requiring the same. The term "instruments in
         writing" as used herein shall, without limiting the generality thereof,
         include contracts, documents, powers of attorney, deeds, mortgages,
         hypothecs, charges, conveyances, transfers and assignments of property
         (real or personal, immovable or movable), agreements, tenders,
         releases, receipts and discharges for the payment of money or other
         obligations, conveyances, transfers and assignments of shares, stocks,
         bonds, debentures or other securities, instruments of proxy and all
         paper writing.

11.4     FISCAL YEAR. Until changed by resolution of the directors the fiscal
         year of the Corporation shall terminate on the 31st day of July
         in each year.

12.      EFFECTIVE DATE

12.1     EFFECTIVE DATE. This By-law 2002-1 is effective from the date of the
         resolution of the directors adopting same and shall continue to be
         effective until the next annual and special meeting of shareholders of
         the Corporation. If By-law 2002-1 is confirmed, By-law 2002-1 shall
         continue in effect in the form in which it was so confirmed.

12.2     REPEAL. Upon the date of By-law 2002-1 coming into force, By-law No.1
         of the Corporation, as amended, shall be repealed, provided that such
         repeal shall not affect the previous operation of any By-law 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 By-law prior to its repeal.
         All officers and persons acting under any By-law so repealed shall
         continue to act as appointed under the provisions of By-law 2002-1 and
         all resolutions of the shareholders or of the directors with continuing
         effect passed under any repealed By-law shall continue to be valid
         except to the extent inconsistent with By-law 2002-1.

13.      INTERPRETATION

13.1     In this By-law, wherever the context requires or permits, the singular
         shall include the plural and the plural the singular; the word "person"
         shall include firms and corporations, and


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         masculine gender shall include the feminine and neuter genders.
         Wherever reference is made to any determination or other action by the
         directors such shall mean determination or other action by or pursuant
         to a resolution passed at a meeting of the directors, or by or pursuant
         to a resolution consented to by all the directors as evidenced by their
         signatures. Wherever reference is made to the "Canada Business
         Corporations Act" or the "Act", it shall mean the CANADA BUSINESS
         CORPORATIONS ACT, R.S.C. 1985, c. C-44 and every other act or statute
         incorporated therewith or amending the same, or any act or statute
         substituted for it. Unless the context otherwise requires, all words
         used in this By-law shall have the meanings given to such words in the
         Act.

         By-Law 2002-1 was approved by the directors of the Corporation on
         November 4, 2002 and amended by the directors of the Corporation on
         December 12, 2002.

         By-Law 2002-1 was approved, confirmed and ratified at the Annual and
         Special Meeting of Shareholders on December 17, 2002.

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