BY-LAW I

                       A by-law relating generally to the

                   transaction of the business and affairs of

                               GORAN CAPITAL INC.

                               (the "Corporation")

                                    CONTENTS


                                                                        Page No.

Article One                Interpretation                               1

Article Two                Business of the Corporation                  2

Article Three              Directors                                    4

Article Four               Committees of the Board                      6

Article Five               Remuneration of Directors, Officers          7
                                  and Employees

Article Six                Officers                                     7

Article Seven              Conduct of Directors and
                                 Officers and Indemnity                 9

Article Eight              Shares                                      11

Article Nine               Dividends and Rights                        13

Article Ten                Meetings of Shareholders                    14

Article Eleven             Notices                                     18


                                                        -1-

<PAGE>




                                    BY-LAW I

                                   ARTICLE ONE

                                 INTERPRETATION

1.01.      Definitions: In this by-law and all other by-laws, unless the context
requires:  otherwise




         (a)      "Act"  means  the  Canada  Business  Corporations  Act  or any
                  successor  statute,  as  amended  from  time to time,  and the
                  regulations thereunder;

         (b)      "board' means the board of directors of the  Corporation,  and
                  includes  the  sole  director  when  the  required  number  of
                  directors is one;

         (c)      "business  day" means any day with the  exception of Saturday,
                  Sunday  and any other day that is  defined as a holiday in the
                  Interpretation  Act  (Canada)  or any  successor  statute,  as
                  amended from time to time;

         (d)      "by-laws"  means all by-laws of the  Corporation  from time to
                  time in effect;

         (e)      "contracts or documents" includes deeds, mortgages, hypothecs,
                  charges,  conveyances,  transfers and  assignments of property
                  (real or personal,  immovable or movable, legal or equitable),
                  agreements,  releases, receipts and discharges for the payment
                  of money,  share  certificates and other securities,  warrants
                  and all instruments in writing;

         (f)      "Corporation" means Goran Capital Inc.;

         (g)      "Director" means the Director appointed under the Act;

         (h)      "directors" means the directors of the Corporation;

         (i)      "meeting  of  shareholders"  includes  an  annual  meeting  of
                  shareholders,  a special meeting of shareholders and a meeting
                  of the  holders  of any  class  or  series  of  shares  of the
                  Corporation;

         (j)      "officer" means an officer of the Corporation;

         (k)      "person"  includes an  individual,  partnership,  association,
                  body  corporate,  trustee,  executor,  administrator  or legal
                  representative;


                                                        -2-

<PAGE>



         (1)      "recorded   address"   means,   with   respect   to  a  single
                  shareholder,  his latest address as recorded in the securities
                  register   of  the   Corporation;   with   respect   to  joint
                  shareholders,  the first address  appearing in the  securities
                  register in respect of their joint  holding;  and with respect
                  to any  other  person,  but  subject  to the Act,  his  latest
                  address  as  recorded  in the  records of the  Corporation  or
                  otherwise known to the secretary;

         (m)      "securities register" means any register or branch register of
                  securities of the Corporation;

         (n)      "signing  officer"  means,  in  relation  to any  contract  or
                  document,  any one of the persons  authorized to sign the same
                  on behalf of the Corporation by this by-law or by a resolution
                  passed pursuant to it; and

         (o)      subject to the  foregoing,  all terms that are  defined in the
                  Act have the meanings given to such terms in the Act.

1.02.    Primacy:  Despite any provision of this or any other by-law,  where any
         such provision conflicts with the articles, the articles shall govern.

1.03.    Rules  of  Interpretation:  In this or any  other  by-law,  unless  the
         context  indicates  otherwise,  the  singular  includes  the plural and
         vice-versa;  and the neuter  includes  the  masculine  and feminine and
         vice-versa.

1.04.    Effective  Headings:  The division of this by-law into articles and the
         insertion of headings are for convenience only and shall not affect the
         construction or interpretation hereof.

                                   ARTICLE TWO

                           BUSINESS OF THE CORPORATION

2.01.    Registered Office: The Corporation may from time to time:

         (a)      by  resolution  of the  directors  change  the  address of the
                  registered  office  of the  Corporation  within  the  place in
                  Canada specified in its articles; and

         (b)      by an  amendment  to its  articles,  change  the place  within
                  Canada in which its registered office is situated.

2.02.    Seal:  The  Corporation  may have a seat in such form as the  directors
         shall from time to time determine by resolution.

2.03.    Financial Year: The financial year of the Corporation shall end on such
         day of the year as the directors  shall from time to time  determine by
         resolution.

                                                        -3-

<PAGE>





2.04.    Execution of Instruments:

         (a)      Unless  the  directors   otherwise  determine  by  resolution,
                  contracts or documents  requiring execution by the Corporation
                  may  be  signed  by any  director  or by  any  officer  of the
                  Corporation  except an assistant  officer and all contracts or
                  documents  so signed  shall be  binding  upon the  Corporation
                  without further authorization or formality.  The directors may
                  from time to time  determine by resolution the manner in which
                  and the person or persons by whom contracts or documents shall
                  be signed by the  Corporation  or any  particular  contract or
                  document or class of contracts or documents shall be signed.

         (b)      Subject to the  provisions  of this by-law and the Act, and if
                  authorized by resolution of the directors, the corporate seal,
                  if any, of the  Corporation  and the signature of any director
                  or officer of the  Corporation or any other person  authorized
                  by resolution of the directors to sign contracts and documents
                  may be  mechanically  or  electronically  reproduced  upon any
                  contracts   or  documents   of  the   Corporation.   Any  such
                  mechanically or electronically  reproduced  signature shall be
                  deemed  to  have  been  manually  signed  by  such  directors,
                  officers or persons whose signature or signatures is or are so
                  reproduced  and shall be valid to all intents and  purposes as
                  if  they  had  been  signed   manually   and  shall  bind  the
                  Corporation notwithstanding that the person whose signature is
                  so reproduced  may have ceased to hold a particular  office or
                  position at the date of delivery or issue of such contracts or
                  documents.

2.05.    Exercise of Corporation's Voting Rights: Except as otherwise determined
         by resolution of the  directors,  the persons or persons  authorized to
         sign  contracts or documents on behalf of the  Corporation  may execute
         and deliver  instruments  of proxy and may 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 and
         such instruments,  certificates or other evidence shall be in favour of
         such person as may be determined  by such person or persons  authorized
         to sign contracts or documents on behalf of the Corporation.

2.06.    Banking Arrangements:

         (a)      Subject to  subsection  2.06(b) of this  by-law,  the  banking
                  business  of the  Corporation  shall be  transacted  with such
                  banks,  trust  companies or other persons as the directors may
                  from time to time by resolution designate.

         (b)      All  the  banking   business  of  the  Corporation   shall  be
                  transacted  on behalf of the  Corporation  by such  officer or
                  other individuals and to such extent as the directors may from
                  time to time  determine  by  resolution  determine  and, if so
                  authorized by a resolution of the directors,  any such officer
                  or other individual may transact the

                                                        -4-

<PAGE>



                  banking  business of the  Corporation  with such banks,  trust
                  companies or other persons as such officer or other individual
                  may from time to time determine.

2.07.    Borrowing  Powers:  Without  restricting  any powers of the  directors,
         whether  derived  from  the  Act  or  otherwise,  the  articles  of the
         Corporation  are  deemed  to state  that  the  directors  may,  without
         authorization of the shareholders,

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

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

         (c)      subject to section 44 of the Act,  give a guarantee  on behalf
                  of the  Corporation to secure  performance of an obligation of
                  any person; and

         (d)      mortgage,  hypothecate,  pledge or otherwise create a security
                  interest in all or any property of the  Corporation,  owned or
                  subsequently   acquired,  to  secure  any  obligation  of  the
                  Corporation.

                                  ARTICLE THREE
                                    DIRECTORS

3.01.    Powers  of  the  Directors:   Subject  to  any  unanimous   shareholder
         agreement,  the directors  shall manage the business and affairs of the
         Corporation.

3.02.    Qualifications:  The following  persons are  disqualified  from being a
         director of the Corporation:

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

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

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

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

3.03. Number and Quorum of Directors:  Subject to the Act, the Corporation shall
have one or more directors. The number of directors,  including the number to be
elected at the annual  meeting,  shall be the number  from time to time fixed by
the articles or the number within the minimum and maximum number provided for in
the  articles.  Subject  to  subsection  105(4)of  the Act,  a  majority  of the
directors  must be resident  Canadians  (as  defined in the Act).  The number of
directorsfrom  time to time required to constitute a quorum for the  transaction
of  business  at a meeting  of the board  shall be 51% of the  directors  or the
minimum number of

                                      -5-

<PAGE>



directors required by the articles (or, if that is a fraction,  the next largest
whole number of directors). Reference is made to sections 3.07 and 3.12.

3.04. Election and Term: 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 close of the annual meeting of shareholders  next
following  his  election or  appointment  or until his  successor  is elected or
appointed.

3.05. Resignation: A resignation of any director becomes effective at the time a
written resignation is sent to the Corporation,  or at the time specified in the
resignation, whichever is later.

3.06.  Removal:  Subject to the Act and the articles,  the  shareholders  of the
Corporation may by ordinary  resolution at a special meeting remove any director
from office. A vacancy created by the removal of a director may be filled at the
meeting of the shareholders at which the director is removed.

3.07.  Vacancies:  Notwithstanding any vacancy among the directors,  a quorum of
directors may exercise all the powers of the directors.

3.08. Calling Meetings: Meetings of directors, or of any committee of directors,
shall be held from time to time at such  places,  on such days and at such times
as any  director of the  Corporation  may  determine,  and the  secretary of the
Corporation  shall give notice of any such meeting  when  directed by the person
calling it as aforesaid.

3.09. Notice:  Notice of the time and place of any meeting of directors shall be
sent in accordance with Article Eleven hereof to each director not less than two
business days before the date of the meeting.  A meeting of directors may resume
without  further  notice  following  an  adjournment  if the time and  place for
resuming the meeting are announced at the meeting prior to the adjournment.

3.10.  First Meeting of New Directors:  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.

3.11. Regular Meetings: The directors may by resolution appoint a day or days in
any  months  for  regular  meetings  of  directors  to be held at a place  or by
communications  facilities  and at an hour to be named. A copy of any resolution
of the directors fixing the time and place or manner of  participation  for such
regular meetings shall be sent to each director  immediately  after being passed
and to each director elected or appointed thereafter,  but no other notice shall
be required for any such regular meeting.


                                       -6-

<PAGE>



3.12.  Canadian Majority:  No business other than the filling of a vacancy among
the directors shall be transacted at a meeting of directors unless a majority of
the directors present are resident Canadians,  except as permitted by the Act or
where a  resident  Canadian  director  who is unable to be present  approves  in
writing  or  by  telephone  or  other  communication   facilities  the  business
transacted at the meeting and a majority of resident  Canadian  directors  would
have been present had that director been present at the meeting.

3.13.  Meetings  by  Telephone:  A director  may,  if all the  directors  of the
Corporation consent,  participate in a meeting of directors or of a committee of
directors  by means of such  telephone  or other  communications  facilities  as
permit  all  persons  participating  in the  meeting to hear each  other,  and a
director  participating  in such a  meeting  by such  means  is  deemed  for the
purposes of the Act to be present at the meeting.

3.14.  Chairman:  The chairman of the board or in his absence the president if a
director,  or in their  absence a  vice-president  who is a  director,  shall be
chairman  of any  meeting  of  directors.  If no such  officer is  present,  the
directors  present  shall  choose  one of their  number  to be  chairman  of the
meeting.

3.15. Voting:  Questions arising at any meeting of directors shall be decided by
a majority of the votes cast at such meeting.  If equal votes are cast in favour
of and against  any issue,  the  chairman of the meeting  shall be entitled to a
casting vote to decide the issue.

3.16. 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 is 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 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.

3.17. Signed Resolutions:  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. Any such resolution may be signed in counterparts and if
signed as of any date shall be deemed to have been passed on such date.


                                  ARTICLE FOUR

                             COMMITTEES OF THE BOARD

4.01. Audit  Committee:  The directors may, and where required by the Act shall,
appoint  from among their number an audit  committee  composed of such number of
directors, being not less than

                                                        -7-

<PAGE>



three, as the directors may from time to time by resolution determine. Except as
permitted by the Act, a majority of the members of the audit committee shall not
be  officers  or  employees  of  the  Corporation  or of  any  affiliate  of the
Corporation. The audit committee shall review the annual financial statements of
the  Corporation  and report  thereon to the  directors  before  such  financial
statements  are  approved by the  directors,  and may  exercise any other powers
lawfully delegated to it by the directors under the Act.

4.02. Other  Committees:  From time to time the directors may by resolution also
appoint from among their number one or more other committees, a majority of each
of which  shall be  resident  Canadians  except as  permitted  by the Act.  Each
committee may exercise  those powers  lawfully  delegated to it by the directors
under the Act.

4.03. Procedure: The members of each committee shall hold office while directors
during the pleasure of the directors or until their  successors  shall have been
appointed.  The board may fill any  vacancy  in a  committee  from  among  their
number. Unless otherwise determined by the directors, each committee may fix its
quorum, elect its chairman and adopt rules to regulate its procedure. Subject to
the  foregoing,  the  procedure  of each  committee  shall  be  governed  by the
provisions  of this by-law which govern  proceedings  of the directors so far as
the same can apply  except  that a meeting of a  committee  may be called by any
member  thereof  (or by any  member  or the  auditor,  in the case of the  audit
committee),  notice  of any such  meeting  shall be given to each  member of the
committee (or each member and the auditor,  in the case of the audit  committee)
and the meeting  shall be chaired by the  chairman of the  committee  or, in his
absence,  some other member of the committee.  Each committee shall keep records
of its proceedings and  transactions  and shall report all such  proceedings and
transactions to the directors in a timely manner.


                                  ARTICLE FIVE

                           REMUNERATION OF DIRECTORS,
                             OFFICERS AND EMPLOYEES

5.01  Remuneration:  The  remuneration  to be  paid  to  the  directors  of  the
Corporation  shall be such as the directors shall from time to time determine by
resolution and such remuneration  shall be in addition to the salary paid to any
officer or employee of the Corporation who is also a director. 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  normal  work
ordinarily  required of a director of the  Corporation.  The confirmation of any
such resolution or resolutions by the  shareholders  shall not be required.  The
directors  may  fix  the  remuneration  of the  officers  and  employees  of the
Corporation. The directors,  officers and employees shall also be entitled to be
paid their traveling and other expenses  properly incurred by them in connection
with the affairs of the Corporation.

                                   ARTICLE SIX
                                    OFFICERS

                                                        -8-

<PAGE>



6.01.  Appointment  of Officers:  From time to time the  directors may appoint a
chairman of the board of directors, a president, one or more vice-presidents (to
which title may be added words indicating seniority or function), a secretary, a
treasurer,  a  controller  and  such  other  officers  as the  directors  may by
resolution determine, including one or more assistants to any of the officers so
appointed.  One person may hold more than one office. Except for the chairman of
the board and the  managing  director,  the  officers so  appointed  need not be
directors.

6.02. Appointment of Non-Officers:  The directors may also appoint other persons
to serve the  Corporation in such other  positions and with such titles,  powers
and duties as the directors may by resolution determine from time to time.

6.03.  Terms of  Employment:  The  directors may from time to time by resolution
settle the terms of employment  of the officers and other  persons  appointed by
them and may remove at their pleasure any such person  without  prejudice to his
rights, if any, to compensation  under any employment  contract.  Otherwise each
such person  shall hold his office or position  until he resigns or ceases to be
qualified for his office or position or until his successor is appointed.

6.04.  Powers and Duties of  Officers:  The  directors  may from time to time by
resolution specify the duties of each officer,  delegate to him powers to manage
any business or affairs of the Corporation (including the power to sub-delegate)
and change such duties and powers,  all insofar as not prohibited by the Act. To
the "tent not otherwise so specified or  delegated,  and subject to the Act, the
duties and powers of the officers of the Corporation shall be as follows:

         (a)      Chairman of the Board:  The chairman of the board shall,  when
                  present,   preside   at  all   meetings   of   directors   and
                  shareholders.

         (b)      President:  The president shall be the chief executive officer
                  of the Corporation and shall have, subject to the authority of
                  the board, general supervision and control of the business and
                  affairs of the  Corporation.  During the absence or disability
                  of the chairman of the board and when no chairman of the board
                  is  appointed,  the  president  shall  exercise the powers and
                  discharge  the duties of that  office.  He shall report to the
                  board in a timely manner on the exercise of his powers.

         (c)      Vice-President: Each vice-president shall exercise such powers
                  and discharge such duties as the chief  executive  officer may
                  prescribe from time to time.  During the absence or disability
                  of the president and when no president is appointed his powers
                  may be  exercised  and his  duties  may be  discharged  by the
                  vice-president   or,  if  there  are  more  than  one,   by  a
                  vice-president  in order of seniority  (as  determined  by the
                  directors),  except that no vice-president  shall preside at a
                  meeting of directors if he is not a director.

         (d)      Secretary:  The secretary shall attend and act as secretary of
                  all meetings of directors, its committees and shareholders. He
                  shall send or cause to be sent all notices and

                                                        -9-

<PAGE>



                  documents the Corporation is required to send to shareholders,
                  directors,  the  auditor,  the Director  and  governmental  or
                  regulatory bodies or agencies. He shall prepare or cause to be
                  prepared  all  lists of  shareholders  and all  registers  and
                  records (other than accounting records) required under the Act
                  and shall be the  custodian  of all  books,  papers,  records,
                  documents and other  instruments  belonging to the Corporation
                  except to the extent that some other person has been appointed
                  for that  purpose,  and of the  stamp  used for  affixing  the
                  corporate  seal,  if any,  of the  Corporation.  He shall also
                  exercise such other powers and discharge  such other duties as
                  the chief executive officer may prescribe from time to time.

         (e)      Treasurer:   The   treasurer,   under  the  direction  of  the
                  directors, shall control the deposit of money, the safekeeping
                  of   securities   and  the   disbursement   of  funds  of  the
                  Corporation. Whenever required he shall render to the board an
                  account of his  transactions  as  treasurer  and report to and
                  advise  the   directors   on  the   financial   position   and
                  requirements  of  the  Corporation  and  the  results  of  its
                  operations. During the absence or disability of the controller
                  and when no controller has been appointed, the treasurer shall
                  exercise the powers and  discharge  the duties of that office.
                  He shall also exercise  such other powers and  discharge  such
                  other duties as the chief executive officer may prescribe from
                  time to  time.  If there is no  vice-president,  finance,  the
                  treasurer  shall  be  the  chief  financial   officer  of  the
                  Corporation.

         (f)      Controller:  The controller  shall have charge of and cause to
                  be kept adequate accounting records in which shall be recorded
                  all  receipts  and   disbursements   of  the   Corporation  in
                  accordance  with all  applicable  laws.  He shall  advise  the
                  directors on the accounting procedures and methods used by the
                  Corporation and shall exercise such other powers and discharge
                  such other duties as the chief executive officer may prescribe
                  from time to time.

         (g)      Other Officers: The powers and duties of all other officers of
                  the Corporation shall be such as the terms of their engagement
                  call for or as the chief executive  officer may prescribe from
                  time to time.  Any of the  powers  and duties of an officer to
                  whom an assistant  has been  appointed  may be  exercised  and
                  discharged  by such  assistant,  unless the  directors  or the
                  chief executive officer otherwise directs.

6.05.  Agents and  Attorneys:  The  directors,  by  resolution,  or any  officer
designated by the directors from time to time by resolution,  may appoint agents
or attorneys for the Corporation with such lawful powers (including the power to
sub-delegate) as may be thought fit.


                                  ARTICLE SEVEN

                 CONDUCT OF DIRECTORS AND OFFICERS AND INDEMNITY


                                                       -10-

<PAGE>



7.01.  Standard  of Care:  Every  director  and  officer of the  Corporation  in
exercising his powers and  discharging his duties shall act honestly and in good
faith with a view to the best  interests of the  Corporation  and shall exercise
the care, diligence and skill that a reasonably prudent person would exercise in
comparable circumstances.

7.02. Disclosure of Interest: A director or officer who

         (a)      is a  party  to  a  material  contract  or  proposed  material
                  contract with the Corporation, or

         (b)      is a director  or an officer of or has a material  interest in
                  any person who is a party to a material  contract  or proposed
                  material contract with the Corporation,

shall  disclose in writing to the  Corporation or request to have entered in the
meetings of meetings of directors the nature and extent of his interest.

         Except as permitted  by the Act, a director so interest  shall not vote
on any resolution to approve such contract or transaction.

         A general  notice to the directors by a director or officer,  declaring
that he is a director  or officer of or has a material  interest in a person and
is to be regarded as  interested  in any contract  made with that  person,  is a
sufficient declaration of interest in relation to any contract so made.

7.03. Effect of Disclosure:  A material contract between the Corporation and one
or more of the  directors or officers,  or between the  Corporation  and another
person of which a  director  or  officer of the  Corporation  is a  director  or
officer or in which he has a material interest,  is neither void nor voidable by
reason  only of that  relationship  or by reason  only that a  director  with an
interest in the contract is present at or is counted to  determine  the presence
of a quorum of a meeting of directors or committee of directors that  authorized
the contract, if the director disclosed his interest in accordance with the Act,
and the contract was approved by the  directors or the  shareholders  and it was
reasonable and fair to the Corporation at the time it was approved.

7.04.  Indemnity:  Every  person  who at any time is or has been a  director  or
officer  of the  Corporation  or  who  at any  time  acts  or has  acted  at the
Corporation's  request as a director or officer of a body corporate of which the
Corporation  is or was a  shareholder  or  creditor,  and the  heirs  and  legal
representatives  of every such person,  shall at all times be indemnified by the
Corporation  in every  circumstance  where the Act so  permits or  requires.  In
addition and without  prejudice to the foregoing and subject to the  limitations
in the Act regarding indemnities in respect of derivative actions,  every person
who at any time is or has been a  director  or  officer  of the  Corporation  or
properly  incurs  or has  properly  incurred  any  liability  on  behalf  of the
Corporation  or who at any time acts or has acted at the  Corporation's  request
(in respect of the  Corporation  or any other  person),  and his heirs and legal
representatives,  shall at all times be indemnified by the  Corporation  against
all costs, charges and expenses, including an amount paid to settle an action or
satisfy a fine or judgment,

                                                       -11-

<PAGE>



reasonably  incurred  by him in  respect  of or in  connection  with any  civil,
criminal or  administrative  action,  proceeding or investigation  (apprehended,
threatened,  pending,  under way or  completed)  to which he is or may be made a
party, or in which he is or may become otherwise involved, by reason of being or
having been such a director or officer or by reason of so incurring or having so
incurred  such  liability  or by  reason  of so acting or having so acted (or by
reason of anything alleged to have been done, omitted or acquiesced in by him in
any such  capacity or  otherwise  in respect of any of the  foregoing),  and all
appeals therefrom, if:

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

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

Nothing in this  section  shall affect any other right to indemnity to which any
person may be or become entitled by contract or otherwise,  and no settlement or
plea of guilty in any action or proceeding shall alone constitute  evidence that
a person did not meet a condition  set out in clause (a) or (b) of this  section
or any  corresponding  condition  in the Act.  From  time to time the  board may
determine that this section shall also apply to the employees of the Corporation
who are not directors or officers of the  Corporation or to an.,  particular one
or  more or  class  of such  employees,  either  generally  or in  respect  of a
particular  occurrence  or class of  occurrences  and  either  prospectively  or
retroactively.  From time to time thereafter the board may also revoke, limit or
vary the continued such application of this section.

7.05.  Limitation  of  Liability:  So long as he acts honestly and in good faith
with a view to the best interests of the  Corporation,  no person referred to in
section  7.04  (including,  to the  extent it is then  applicable  to them,  any
employees  referred to therein)  shall be liable for any damage,  loss,  cost or
liability sustained or incurred by the Corporation,  except where so required by
the Act.

7.06.  Insurance:  Subject to the Act, the  Corporation  may purchase  liability
insurance for in the benefit of any person referred to in section 7.04.


                                  ARTICLE EIGHT

                                     SHARES

8.01. Issue: Subject to the articles,  the directors may by resolution issue all
or  from  time  to  time  any of the  unissued  shares  in  the  capital  of the
Corporation  to such persons and for such  consideration  as the  directors  may
determine  by  resolution.  No share shall be issued until the  Corporation  has
received the requisite consideration for it in compliance with the Act.


                                                       -12-

<PAGE>



8.02. Commissions: From time to time the directors may authorize the Corporation
to pay a reasonable  commission to any person in consideration of his purchasing
or agreeing to purchase shares of the  Corporation  from the Corporation or from
any other person,  or in  consideration  of his procuring or agreeing to procure
purchasers for such shares.

8.03. Share Certificates: Every shareholder is entitled at his option to a share
certificate  that  complies in the Act and states the  number,  class and series
designation,  if any,  of shares  held by him as appears  on the  records of the
Corporation.,  or a  non-transferable  written  acknowledgment  of his  right to
obtain such a share certificate.  However, the Corporation is not bound to issue
more than one share  certificate  or  acknowledgement  in respect of shares held
jointly by several persons,  and delivery of such certificate or acknowledgement
to one of such persons is sufficient delivery to all of them. Share certificates
and acknowledgments  shall be in such forms as the board shall approve from time
to time and,  unless  otherwise  ordered  by the  board,  shall be signed by the
chairman of the board or the president  together with the Secretary and need not
be under corporate seal. However, certificates representing shares in respect of
which a transfer  agent has been  appointed  shall be signed  manually  by or on
behalf of such transfer agent and other share certificates and  acknowledgements
shall be signed manually by at least one signing officer.

8.04.  Replacement  of Share  Certificates:  The directors may prescribe  either
generally or in a particular case the conditions,  in addition to those provided
in the Act,  upon  which a new share  certificate  may be issued in place of any
share  certificate  which is claimed to have been lost,  destroyed or wrongfully
taken, or which has become defaced.

8.05.  Transfer Agent: From time to time the directors may by resolution appoint
or  remove a  trustee,  transfer  agent or  other  agent to keep the  securities
register  and the register of  transfers,  one or more persons or agents to keep
branch  registers,  and a  registrar,  trustee or agent to  maintain a record of
issued security certificates and warrants. Subject to the Act, one person may be
appointed  for  purposes  of the  foregoing  in  respect of all  securities  and
warrants of the Corporation or any class thereof.

8.06.  Registration  of Transfer:  No transfer of shares need be recorded in the
register of transfers except upon  presentation of the certificate  representing
such shares  endorsed by the  appropriate  person under the Act,  together  with
reasonable  assurance that the  endorsement  is genuine and effective,  and upon
compliance with such restrictions on transfer,  if any, as are authorized by the
articles and effective against the transferee, upon satisfaction of any debt for
which the  Corporation  has a lien on the shares that is  effective  against the
transferee, and upon compliance with all other conditions set out in the Act.

8.07. Lien for Indebtedness: If the articles of the Corporation provide that the
Corporation has a lien on a share registered in the name of a shareholder or his
legal  representative  for a debt of that  shareholder to the  Corporation,  the
directors of the Corporation may apply any dividends or other distributions paid
or payable on or in respect of the share or shares in respect of which the

                                                       -13-

<PAGE>



Corporation has such a lien in repayment of the debt of that  shareholder to the
Corporation.  Subject to the Act, the  Corporation may enforce such lien without
notice or liability by:

         (a)      refusing to  register a transfer of any such shares  until the
                  debt is paid;

         (b)      setting  off  against   the  debt  any   dividends   or  other
                  distributions   (including   any  proceeds  of  redemption  or
                  purchase for cancellation)  payable by the Corporation to such
                  shareholder;

         (c)      purchasing  any such shares and applying  the purchase  price,
                  less any taxes thereon and costs of purchase, to the debt;

         (d)      selling any such shares as if the  Corporation  were the owner
                  thereof,  at any time and place and to any  person  and on any
                  commercially  reasonable  terms,  and applying to the debt the
                  cash  proceeds  of the sale,  less any taxes  thereon  and all
                  reasonable expenses incurred in connection with the sale; or

         (e)      canceling such shares in  satisfaction  of the debt, or by any
                  other method  permitted by law or by any combination of any of
                  the foregoing.

8.08. Dealings with Registered Shareholder:  Subject to the Act, the Corporation
may treat the registered owner of a share as the person exclusively  entitled to
vote, to receive notices, to receive any dividend or other payment in respect of
the share and otherwise to exercise all the rights and powers of a holder of the
share. The Corporation may,  however,  and where required by the Act shall treat
as  the  registered  shareholder  any  executor,   administrator,   heir,  legal
representative,  guardian,  committee,  trustee,  curator,  tutor, liquidator or
trustee in bankruptcy  who  furnishes  appropriate  evidence to the  Corporation
establishing  his  authority to exercise  the rights  relating to a share of the
Corporation.


                                  ARTICLE NINE

                              DIVIDENDS AND RIGHTS

9.01. Dividends: Subject to the Act and the articles, the directors from time to
time may  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 or options
or rights to acquire such shares.  The directors  shall by resolution  determine
the value of any such property, shares, options or rights and such determination
shall be conclusive evidence of the value thereof.

9.02.  Dividend  Cheques:  A dividend payable to any shareholder in money may be
paid by cheque  payable to the order of the  shareholder  and shall be mailed to
the shareholder by prepaid mail

                                                       -14-

<PAGE>



addressed to him at his recorded  address  unless he directs  otherwise.  In the
case of joint  holders the cheque  shall be made  payable to the order of all of
them,  unless such joint holders direct  otherwise in writing.  The mailing of a
cheque as aforesaid, unless it is not paid on due presentation,  shall discharge
the Corporation's  liability for the dividend to the extent of the amount of the
cheque plus the amount of any tax thereon  which the  Corporation  has  properly
withheld.  If any  dividend  cheque  sent  is not  received  by the  payee,  the
Corporation shall issue to such person a replacement cheque for a like amount on
such reasonable terms as to indemnity, reimbursement of expenses and evidence of
non-receipt  and of title as the directors or any person  designated by them may
require.

9.03. Record Date for Dividends and Rights:  The directors may by resolution fix
in  advance a date  preceding  by not more  than 50 clear  days the date for the
payment of any dividend or the making,  of any  distribution or for the issue of
any warrant or other evidence of right to acquire securities of the Corporation,
as a record  date for the  determination  of the  persons  entitled  to  receive
payment of such dividend or distribution or to receive such right. In every such
case only the persons who are  holders of record of the  relevant  shares at the
close of business  on the date so fixed shall be entitled to receive  payment of
such  dividend or  distribution  or to receive  such  right.  Notice of any such
record date fixed by the  directors  shall be given as and when  required by the
Act.  Where no such record date is fixed by the  directors,  the record date for
the determination of the persons entitled to receive payment of such dividend or
distribution  or to receive such right shall be the close of business on the day
on which the board passes the resolution relating thereto.


                                   ARTICLE TEN

                            MEETINGS OF SHAREHOLDERS

10.01.  Annual  Meeting:   Subject  to  the  Act,  the  annual  meeting  of  the
shareholders  shall be held on such day and at such time as the  directors  from
time to time may  determine  by  resolution,  for the purpose of  receiving  the
financial  statements  and reports  required by the Act to be placed before each
annual meeting of shareholders, electing directors (if required), appointing the
auditor  (if  required)  and  fixing or  authorizing  the  directors  to fix his
remuneration  and  transacting  such other  business as may  properly be brought
before the meeting.

10.02. Special Meeting: From time to time the directors may by resolution call a
special  meeting of the  shareholders to be held on such day and at such time as
the  directors  may  determine.  The  holders  of not less than 5% of the issued
shares of the Corporation carrying the right to vote at the meeting sought to be
held may requisition a special meeting of  shareholders.  Any special meeting of
shareholders may be combined with an annual meeting.

10.03.  Place  of  Meetings:  Meetings  of  shareholders  shall  be  held at the
registered office of the Corporation or at such other place within Canada as the
directors from time to time may by resolution determine.


                                                       -15-

<PAGE>



10.04.  Record Date:  The directors  may by  resolution  fix in advance a record
date,  preceding  the date of any  meeting of  shareholders  by not more than 50
clear  days  nor  less  than  21  clear  days,  for  the  determination  of  the
shareholders  entitled to notice of the  meeting,  and where no such record date
for notice is fixed by the  directors,  the record date for notice  shall be the
close of business on the day  immediately  preceding  the day on which notice is
given.  Notice of any such record date fixed by the directors  shall be given as
and when required by the Act.

10.05.  Shareholder  List: For each meeting of shareholders  the secretary shall
prepare or cause to be prepared an alphabetical list of shareholders entitled to
receive notice of the meeting  showing the number of shares entitled to be voted
at the meeting and held by each such shareholder. The list shall be prepared

         (a)      if a record  date for such  notice is fixed by the  directors,
                  not later than 10 clear days thereafter,

         (b)      if no such record date is fixed by the directors, at the close
                  of business on the day immediately  preceding the day on which
                  notice of the meeting is given, or

         (c)      if no  notice is given,  on the day on which  the  meeting  is
                  held.  The list  shall be  available  for  examination  by any
                  shareholder  prior to the meeting  during usual business hours
                  at the  registered  office of the  Corporation or at the place
                  where the  securities  register is kept,  and at the  meeting.
                  Where  a  separate  list is not  prepared,  the  names  of the
                  shareholders entitled to receive notice of the meeting and the
                  number  of shares  entitled  to be voted  thereat  and held by
                  them, respectively,  as they appear in the securities register
                  at the  requisite  time  (excluding  shares not entitled to be
                  voted at the meeting),  shall  constitute the list prepared in
                  accordance with this section.

10.06. Notice: Notice in writing of the time, place and purpose for holding each
meeting of  shareholders  shall be sent not less than 21 clear days and not more
than 50 clear days,  before the date on which the meeting is to be held, to each
director,  the  auditor (if any) of the  Corporation  and each person who on the
record date for notice appears in the securities  register of the Corporation as
the holder of one or more shares carrying the right to vote at the meeting or as
the holder of one or more shares the holders of which are otherwise  entitled to
receive notice of the meeting.  Notice of a meeting of shareholders  shall state
or be  accompanied  by a statement  of the nature of all special  business to be
transacted at the meeting,  in sufficient  detail to permit the  shareholder  to
form a reasoned  judgment  thereon,  and the text of any special  resolution  or
by-law to be submitted to the meeting.  For this purpose all business transacted
at a special  meeting of shareholders  and all business  transacted at an annual
meeting  of  shareholders,  except  consideration  of the  minutes of an earlier
meeting,  the financial  statements and auditor's report,  election of directors
and reappointment of the incumbent auditor, is "special business'.  Reference is
made to Article Eleven.


                                                       -16-

<PAGE>



10.07. Proxy and Management  Information  Circular:  Whenever the Corporation is
offering its securities to the public,  the secretary shall,  concurrently  with
sending notice of a meeting of shareholders,

         (a)      send a form of proxy and  management  information  circular in
                  accordance with the Act to each shareholder who is entitled to
                  receive notice of and appears entitled to vote at the meeting,

         (b)      send  such  management   information  circular  to  any  other
                  shareholder  who is entitled to receive notice of the meeting,
                  to any director who is not a shareholder  entitled thereto and
                  to the auditor, and

         (c)      file  with the  Ontario  Securities  Commission  and any other
                  agencies  entitled  thereto  a copy of all  documents  sent in
                  connection with the meeting.

10.08.  Financial  Statements:  Not less than 21 clear days  before  each annual
meeting of  shareholders  or before the signing of a resolution in lieu thereof,
the secretary shall send a copy of the annual  financial  statements and reports
required by the Act to be placed before the annual  meeting to each  shareholder
who has not  informed  the  Corporation  in  writing  that he does not want such
documents. Whenever the Corporation is offering its securities to the public the
secretary  shall  file a copy  of its  financial  statements  with  the  Ontario
Securities  Commission  and any other  agencies  entitled  thereto,  as and when
required.

10.09.  Shareholder  Proposal:  Any shareholder entitled to vote at a meeting of
shareholders may submit to the Corporation notice of any proposal that he wishes
to raise at the  meeting and may discuss at the meeting any matter in respect of
which he would have been entitled  under the Act to submit a proposal.  Where so
required by the Act, the management  information circular prepared in respect of
the meeting shall set out or be accompanied by the proposal.

10.10.  Persons  Entitled to be Present:  The only persons  entitled to attend a
meeting of  shareholders  shall be those persons  entitled to notice thereof and
others who although  not  entitled to notice are entitled or required  under any
provision  of the Act or the  by-laws to be present  at the  meeting.  Any other
person may be admitted only on the  invitation of the chairman of the meeting or
with the consent of the meeting.

10.11. Chairman,  Secretary and Scrutineer: The chairman of the board, or in his
absence,  the  president,  or in their  absence a  vice-president,  or any other
person  designated  from time to time in  writing by the  chairman  of the board
shall be chairman of any meeting of shareholders.  If no such officer is present
within 15 minutes after the time  appointed for the holding of the meeting,  the
persons  present  and  entitled to vote shall  choose one of their  number to be
chairman.  If the secretary is absent,  the chairman  shall appoint some person,
who need not be a shareholder,  to act as secretary of the meeting.  One or more
scrutineers,  who need not be shareholders,  may be appointed by the chairman or
by a resolution of the shareholders.

                                                       -17-

<PAGE>



10.12.  Quorum:  The quorum for the  transaction  of  business at any meeting of
shareholders  shall be two persons present and entitled to vote not less than 51
% of the shares  entitled to be voted at the meeting.  If a quorum is present at
the opening of the meeting the shareholders may proceed with the business of the
meeting notwithstanding that a quorum is not present throughout.  If a quorum is
not present within such reasonable time after the time appointed for the holding
of the meeting as the persons  present and entitled to vote may determine,  they
may adjourn the meeting to a fixed time and place.

10.13.  Persons Entitled to Vote:  Without prejudice to any other right to vote,
every  shareholder  recorded on the shareholder list prepared in accordance with
section 10.05 is entitled, at the meeting to which the list relates, to vote the
shares  shown  thereon  opposite  his  name,  except  to  the  extent  that  the
shareholder  transfers  ownership  of any such shares  after the record date for
notice of the meeting and the transferee establishes that he owns the shares and
requests  not later than seven clear days  before the  meeting  that his name be
included  in the list (in which case the  transferee  is  entitled  to vote such
shares at the meeting).  However, where two or more persons hold the same shares
jointly,  any one of them may in the  absence of the  others  vote in respect of
such shares but if more than one of such persons are present or represented  and
vote,  they shall vote together as one on the shares jointly held by them or not
at all.

10.14. Proxies:  Every shareholder entitled to vote at a meeting of shareholders
may by means of a proxy appoint a proxy holder or alternate  proxy holders,  who
need not be shareholders, as his nominee to attend and act at the meeting in the
manner,  to the extent and with the  authority  conferred by the proxy.  A proxy
shall be in writing and signed by the shareholder or his attorney  authorized in
writing or, if the  shareholder is a body  corporate,  by an officer or attorney
thereof duly authorized. A proxy shall conform to the requirements of the Act.

10.15.  Time for Deposit of  Proxies:  The  directors  may specify in the notice
calling a meeting of shareholders a time, not exceeding 48 hours  (excluding any
day which is not a  business  day)  preceding  the  meeting  or any  adjournment
thereof,  before which  proxies must be deposited  with the  Corporation  or its
agent.  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, where no such time is  specified in such notice,  if it has been
received by the secretary of the  Corporation  or the chairman of the meeting or
any adjournment thereof before the time of voting.

10.16.  Revocation  of Proxies:  In addition to  revocation  in any other manner
permitted by law, a proxy may be revoked by an instrument  in writing  signed in
the same manner as a proxy and deposited either at the registered  office of the
Corporation  at any time up to and  including  the last day  (excluding  any day
which  is  not a  business  day)  preceding  the  date  of  the  meeting  or any
adjournment  thereof at which the proxy is to be used,  or with the  chairman of
such meeting or any adjournment thereof before the time of voting.

10.17.  Authorized  Representatives:  A shareholder  that is a body corporate or
association may, by resolution of its governing body, authorize an individual to
represent it at meetings of shareholders.

                                                       -18-

<PAGE>



Where a certified copy of such resolution has been deposited with the secretary,
the  authorized  individual  may  exercise at meetings of  shareholders  all the
rights and privileges  which the shareholder he represents  could exercise if it
were an individual shareholder, until the secretary receives a certified copy of
another resolution of such governing body authorizing a different  individual to
represent the shareholder at meetings of  shareholders  or otherwise  rescinding
the former resolution.

10.18.  Voting: At each meeting of shareholders  every question shall be decided
by a majority of the votes duly cast thereon,  unless otherwise  provided by the
Act, the articles, the by-laws or any unanimous shareholder  agreement.  In case
of an equality of votes the  chairman of the meeting  shall not be entitled to a
casting vote.

10.19. Show of Hands: At each meeting of shareholders voting shall be by show of
hands unless a ballot is required or demanded as  hereinafter  provided.  Upon a
show of hands every  person  present  and  entitled to vote on the show of hands
shall  have one vote.  Whenever  a vote by show of hands has been  taken  upon a
question,  unless  a  ballot  thereon  be  so  required  or  demanded  and  such
requirement  or demand is not  withdrawn,  a declaration  by the chairman of the
meeting  that the vote upon the  question was carried or carried by a particular
majority or not carried or not carried by a particular majority, and an entry to
that effect in the minutes of the meeting,  shall be prima facie evidence of the
result of the vote without  proof of the number or  proportion of votes cast for
or against.

10.20.  Ballots:  On any  question  proposed for  consideration  at a meeting of
shareholders  a ballot may be required by the chairman or demanded by any person
present and entitled to vote,  either before or after any vote by show of hands.
If a ballot is so  required or demanded  and such  requirement  or demand is not
withdrawn,  a poll  upon the  question  shall be  taken  in such  manner  as the
chairman of the meeting  shall direct.  Subject to the  articles,  upon a ballot
each person present shall be entitled to one vote in respect of each share which
he is entitled to vote at the meeting on the question.

10.21.  Adjournment:  The  chairman  of a meeting of  shareholders  may with the
consent of the meeting adjourn any meeting of shareholders  from time to time to
a fixed time and place and if the meeting is adjourned  for less than 30 days no
notice of the time and place for the holding of the  adjourned  meeting  need be
given to any  shareholder,  other than by announcement  at the earliest  meeting
that is  adjourned.  If a meeting of  shareholders  is  adjourned by one or more
adjournments  for an  aggregate  of 30 days or  more,  notice  of the  adjourned
meeting  shall be given as for an original  meeting  but,  unless the meeting is
adjourned  by one or more  adjournments  for an  aggregate of more than 90 days,
subsection 149(l) of the Act does not apply. Any adjourned meeting shall be duly
constituted if held in accordance with the terms of the adjournment and a quorum
is present thereat.  The persons who formed a 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.  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 the
same.


                                                       -19-

<PAGE>



10.22. Signed Resolutions: Subject to the Act,

         (a)      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; and

         (b)      a resolution in writing  dealing with all matters  required by
                  the Act to be dealt  with at a meeting  of  shareholders,  and
                  signed  by all  the  shareholders  entitled  to  vote  at that
                  meeting, satisfies all the requirements of the Act relating to
                  meetings of shareholders.

         Any such resolution may be signed in  counterparts  and if signed as of
any date shall be deemed to have been passed on such date.


                                 ARTICLE ELEVEN

                                     NOTICES

11.01. To Shareholders,  Directors: Any notice or document required or permitted
to be sent by the  Corporation  to a  shareholder  or director  may be mailed by
prepaid  Canadian  mail in a sealed  envelope  addressed to, or may be delivered
personally to, such person at his recorded address,  or may be sent by any other
means  permitted  under the Act. If so mailed,  the notice or document  shall be
deemed to have  been  received  by the  addressee  on the fifth  clear day after
mailing.  If notices or  documents  so mailed to a  shareholder  are returned on
three consecutive occasions because he cannot be found, the Corporation need not
send any further notices or documents to such  shareholder  until he informs the
Corporation in writing of his new address.

11.02. To Others: Any notice or document required or permitted to be sent by the
Corporation to any other person may be

         (a)      delivered personally to such person,

         (b)      addressed to such person and delivered to his recorded 
                  address,

         (c)      mailed by prepaid Canadian mail in a sealed envelope addressed
                  to such person at his recorded address, or

         (d)      addressed to such person and sent to his  recorded  address by
                  telecopy,  telegram,  telex  or any  other  means  of  legible
                  communication  then in  business  use in  Canada.  A notice or
                  document  so  mailed  or sent  shall be  deemed  to have  been
                  received by the addressee  when  deposited in a post office or
                  public  letter  box (if  mailed)  or when  transmitted  by the
                  Corporation  on its equipment or delivered to the  appropriate
                  communication

                                                       -20-

<PAGE>


                  agency or its representative for dispatch,  as the case may be
                  (if  sent by  telecopy,  telegram,  telex  or  other  means of
                  legible communication).

11.03.  Changes in  Recorded  Address:  The  secretary  may change the  recorded
address of any person in accordance with any information the secretary  believes
to be reliable.

11.04.  Computation of Days: In computing any period of days or clear days under
the  by-laws  or the Act,  the  period  shall be deemed to  commence  on the day
following  the  event  that  begins  the  period  and  shall be deemed to end at
midnight on the last day of the period except that if the last day of the period
falls on any day which is not a business  day,  the period shall end at midnight
of the day next following that is a business day.

11.05.  Omissions and Errors: The accidental  omission to give any notice to any
person,  or the non- receipt of any notice by any person or any immaterial error
in any notice shall not invalidate any action taken at any meeting held pursuant
to such notice or otherwise founded thereon.

11.06. Unregistered  Shareholders:  Subject to the Act, every person who becomes
entitled  to any share  shall be bound by every  notice in respect of such share
which was duly given to any predecessor in title prior to such person's name and
address being entered on the securities register of the Corporation.

11.07. Waiver of Notice: Any person entitled to attend a meeting of shareholders
or  directors  or a  committee  thereof  may in any manner and at any time waive
notice  thereof,  and  attendance  of any  shareholder  or his  proxy  holder or
authorized  representative  or of any other person at any meeting is a waiver of
notice  thereof by such  shareholder or other person except where the attendance
is for the express  purpose of objecting to the  transaction  of any business on
the grounds that the meeting is not  lawfully  called.  In  addition,  where any
notice or document is required to be given under the  articles or by-laws or the
Act, the notice may be waived or the time for sending the notice or document may
be waived or  abridged  at any time with the  consent  in  writing of the person
entitled  thereto.  Any meeting may be held without  notice or on shorter notice
than that provided for in the by-laws if all persons not receiving the notice to
which they are entitled waive notice of or accept short notice of the holding of
such meeting.

Enactment

         RESOLVED that the foregoing by-law is made a by-law of the Corporation.




                                      -21-