EXHIBIT 3.9
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                                   NEXEN INC.


                                  By-Law No. 2

A by-law relating generally to the transaction of the business and affairs of
the Corporation.




                           Effective December 9, 2003


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                                   NEXEN INC.

                                  BY-LAW NO. 2

A BY-LAW RELATING GENERALLY TO THE TRANSACTION OF THE BUSINESS AND AFFAIRS OF
THE CORPORATION.

                          SECTION ONE - INTERPRETATION

1.01     DEFINITIONS.

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

         "ACT" means the CANADA BUSINESS CORPORATIONS ACT and regulations under
         the Act, and any statute or regulation that may be substituted for the
         Act, as from time to time amended. In the case of a substitution, any
         references in the by-laws of the Corporation to provisions of the Act
         or regulations under the Act shall be read as references to the
         substituted provisions in the new statute, statutes or regulations;

         "APPOINT" includes "elect" and vice versa;

         "ARTICLES" means the articles of the Corporation as from time to time
         amended or restated;

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

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

         "CHEQUE" includes a draft;

         "CORPORATION" means Nexen Inc.;

         "INDEPENDENT MEMBER OF THE BOARD" means a director who the board has
         affirmatively determined to be independent pursuant to the
         Corporation's Categorical Standards for Director Independence in force
         at the time;

         "MEETING OF SHAREHOLDERS" includes an annual meeting of shareholders
         and a special meeting of shareholders; "special meeting of
         shareholders" includes a meeting of any class or classes of
         shareholders and a special meeting of all shareholders entitled to vote
         at an annual meeting of shareholders;

         "NON-BUSINESS DAY" means Saturday, Sunday and any other day that is a
         holiday as defined in the INTERPRETATION ACT (Canada) as from time to
         time amended;

         "RECORDED ADDRESS" means, in the case of a shareholder, the address as
         recorded in the securities register of the Corporation and, in the case
         of joint shareholders, the address appearing in the securities register
         in respect of the joint holding or the first address appearing if there
         are more than one; and in the case of a director, officer, auditor or
         member of a committee of the board, that individual's latest address as
         recorded in the records of the Corporation;

         "RESIDENT CANADIAN" means an individual who is:

         (a)      a Canadian citizen ordinarily resident in Canada;

         (b)      a Canadian citizen not ordinarily resident in Canada who is a
                  member of a prescribed class of persons; or

         (c)      a permanent resident within the meaning of the IMMIGRATION ACT
                  and ordinarily resident in Canada, except a permanent resident
                  who has been ordinarily resident in Canada for more than one
                  year after the time at which the individual first became
                  eligible to apply for Canadian citizenship;

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         "SIGNING OFFICER" means, in relation to any instrument, any person
         authorized to sign the instrument on behalf of the Corporation by or
         pursuant to section 2.04.

1.02     GENERAL.

         Except as defined above, words and expressions defined in the Act have
         the same meanings when used in these by-laws. Words importing the
         singular number include the plural and vice versa; and, words importing
         a person include an individual, partnership, association, body
         corporate or personal representative.

                    SECTION TWO - BUSINESS OF THE CORPORATION

2.01     REGISTERED OFFICE.

         The registered office of the Corporation shall be in Calgary, Alberta
         at such place and address as determined from time to time by the
         directors.

2.02     CORPORATE SEAL.

         The board may adopt a corporate seal for the Corporation or may change
         a corporate seal that has been adopted for the Corporation.

2.03     FINANCIAL YEAR.

         Until changed by the board, the financial year of the Corporation ends
         on the last day of December each year.

2.04     EXECUTION OF INSTRUMENTS.

         Contracts, documents or instruments in writing signed on behalf of the
         Corporation by any director, the chair, the chief executive officer,
         the president, any executive vice president, senior vice president or
         vice president, the secretary, the treasurer, the controller or any
         assistant secretary or any other office created by by-law or by the
         board are binding on the Corporation without any further authorization
         or formality. The board may also from time to time appoint any director
         or directors, or any officer or officers, or any other person or
         persons to sign contracts, documents and instruments in writing
         generally or to sign specific contracts, documents or instruments in
         writing on behalf of the Corporation ("signing officers"), in which
         case those contracts, documents or instruments in writing shall be
         binding on the Corporation without any further authorization or
         formality only if signed on behalf of the Corporation by the signing
         officers appointed by the board.

         The corporate seal, if any, may be affixed to contracts, documents and
         instruments in writing signed by any signing officer, and any contract,
         document or instrument in writing is valid even if the corporate seal,
         if any, is not affixed.

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

         The signature of any signing officer may be printed, engraved,
         lithographed or otherwise mechanically or electronically reproduced on
         any contract, document or instrument in writing executed or issued on
         behalf of the Corporation and all contracts, documents or instruments
         in writing on which the signature of any one or more signing officers
         is reproduced are deemed to have been manually signed and are as valid
         as if they had been manually signed even if this signing officer whose
         signature is reproduced ceased to hold office at the date of the
         delivery or issue of the contracts, documents or instruments in
         writing.

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2.05     VOTING RIGHTS IN OTHER BODIES CORPORATE.

         The signing officers of the Corporation may sign and deliver proxies
         and arrange for the issuance of voting certificates or other evidence
         of the right to exercise the voting rights attaching to any securities
         held by the Corporation in favour of the persons determined by the
         signing officers. In addition, the board may from time to time direct
         the manner in which and the persons by whom any particular voting
         rights or class of voting rights may or shall be exercised.

2.06     DIVISIONS.

         The board may cause the business and operations of the Corporation or
         any part of the business and operations of the Corporation to be
         divided into one or more divisions by types of business or operations,
         geographical territories, product lines, goods, services, or any other
         basis the board may from time to time consider appropriate. In
         particular, the board shall authorize any material subdivision,
         consolidation or reorganization of the business and operations of the
         Corporation.

2.07     INFORMATION AVAILABLE TO SHAREHOLDERS.

         Subject to the provisions of the Act, a shareholder is not entitled to
         any information about the details or conduct of the Corporation's
         business which, in the opinion of the board or counsel to the
         Corporation, is privileged or confidential or would not be in the best
         interests of the shareholders or the Corporation to communicate to the
         public. The board may from time to time determine whether, to what
         extent, when, where and under what conditions any of the accounts,
         records and documents of the Corporation are open to the inspection of
         shareholders. A shareholder does not have any right to inspect any
         account, record or document of the Corporation except as provided for
         by the Act, authorized by the board, or authorized by resolution passed
         at a meeting of shareholders.

                    SECTION THREE - BORROWING AND SECURITIES

3.01     BANKING ARRANGEMENTS.

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

3.02     BORROWING POWER.

         Without limiting the borrowing powers of the Corporation as set forth
         in the Act, but subject to the articles of the Corporation, the board
         may from time to time on behalf of the Corporation, without
         authorization of the shareholders:

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

         (b)      issue, reissue, sell or pledge secured or unsecured bonds,
                  debentures, notes or other evidences of indebtedness or
                  guarantees of the Corporation;

         (c)      to the extent permitted by the Act, give a guarantee on behalf
                  of the Corporation to secure performance of any present or
                  future indebtedness, liability or obligation of any person;
                  and

         (d)      mortgage, hypothecate, pledge or otherwise create a security
                  interest in any or all currently owned or subsequently
                  acquired real or personal, movable or immovable, property of
                  the Corporation including book debts, rights, powers,
                  franchises and undertakings to secure any such bonds,
                  debentures, notes or other evidences of indebtedness or
                  guarantee or any other present or future indebtedness,
                  liability or obligation of the Corporation.

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         Nothing in this section limits or restricts the borrowing of money by
         the Corporation on bills of exchange or promissory notes made, drawn,
         accepted or endorsed on behalf of the Corporation.

3.03     DELEGATION.

         The board may from time to time delegate to any director or directors,
         or any officer or officers or any committee of the board, or any other
         person or persons any or all of the powers conferred on the board by
         section 3.02 or by the Act.

                            SECTION FOUR - DIRECTORS

4.01     NUMBER OF DIRECTORS.

         The board shall consist of not fewer than the minimum number and not
         more than the maximum number of directors provided for in the articles.

4.02     QUALIFICATION.

         No person is qualified for election as a director if the person: is
         less than 18 years of age; is of unsound mind and has been so found by
         a court in Canada or elsewhere; is not an individual; or, has the
         status of a bankrupt. A director does not need to be a shareholder of
         the Corporation. Unless otherwise required by the Act, at least 25% of
         the directors shall be resident Canadians. The board may declare vacant
         the office of any director who is incapacitated or unqualified.

4.03     ELECTION AND TERM.

         The election of directors shall take place at each annual meeting of
         shareholders and all the directors then in office shall retire but, if
         qualified, be eligible for re-election. The number of directors to be
         elected shall be the number of directors then in office unless the
         directors or the shareholders determine otherwise. Where the
         shareholders adopt an amendment to the articles to increase the number
         or minimum number of directors, the shareholders may, at the meeting at
         which they adopt the amendment, elect the additional number of
         directors authorized by the amendment. Directors shall be elected by
         way of ordinary resolution. If an election of directors is not held at
         the proper time, the incumbent directors continue in office until their
         successors are elected.

4.04     REMOVAL OF DIRECTORS.

         Subject to the Act, the shareholders may remove any director from
         office by resolution passed at a meeting specially called to remove the
         director and the vacancy created by the removal may be filled at that
         meeting or, if not filled then, filled by the board.

4.05     VACATION OF OFFICE.

         A director ceases to hold office when: the director dies; the director
         is removed from office by the shareholders; the director ceases to be
         qualified for election as a director; or, the director's written
         resignation is sent or delivered to the Corporation, or at the time
         specified in the resignation, whichever is later. A resignation does
         not need to be accepted to be effective.

4.06     VACANCIES.

         Subject to the Act and the articles, a quorum of the board may fill a
         vacancy in the board.

4.07     ACTION BY THE BOARD.

         The board shall manage, or supervise the management of, the business
         and affairs of the Corporation. The powers of the board may be
         exercised at a meeting (subject to sections 4.08 and 4.09) 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. As long as
         a quorum remains in office when there is a vacancy in the board, the
         remaining directors may exercise all the powers of the board.

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4.08     CANADIAN DIRECTORS PRESENT AT MEETINGS.

         Unless otherwise required by the Act, the board shall not transact
         business at a meeting, other than filling a vacancy in the board,
         unless at least 25% of the directors present are resident Canadians,
         unless:

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

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

4.09     MEETING BY TELEPHONE AND OTHER MEANS.

         Subject to the Act, if all of the directors of the Corporation consent,
         a director may participate in a meeting of the board or of a committee
         of the board by means of such telephonic, electronic or other
         communications facilities as permit all persons participating in the
         meeting to communicate adequately with each other, and a director
         participating in a meeting by those means is deemed to be present at
         the meeting. A consent is effective whether given before or after the
         meeting and may be given with respect to all meetings of the board and
         of committees of the board.

4.10     PLACE OF MEETINGS.

         Meetings of the board may be held at any place in or outside Canada.

4.11     CALLING OF MEETINGS.

         Meetings of the board shall be held from time to time at the time and
         place determined by the board, the chair of the board, the chief
         executive officer, the president or any two directors.

4.12     NOTICE OF DIRECTORS MEETING.

         Notice of the time and place of each meeting of the board shall be
         given in the manner provided in section Eleven to each director at
         least 48 hours before the meeting. A notice of a meeting of directors
         does not need to specify the purpose of or the business to be
         transacted at the meeting unless required by the Act. As required by
         the Act, a notice of meeting shall specify any proposal to:

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

         (b)      fill a vacancy among the directors or in the office of
                  auditor, or appoint additional directors;

         (c)      issue securities;

         (d)      declare dividends;

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

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

         (g)      approve a management proxy circular;

         (h)      approve a take-over bid circular or directors' circular;

         (i)      approve annual financial statements and the report of the
                  Corporation's auditor regarding such statements; or

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

         In any manner and before or after a meeting, a director may waive
         notice of, or otherwise consent to, a meeting of the board.

4.13     FIRST MEETING OF NEW BOARD.

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

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4.14     ADJOURNED MEETING.

         Notice of an adjourned meeting of the board is not required if the time
         and place of the adjourned meeting is announced at the original
         meeting. An adjourned meeting is duly constituted if held in accordance
         with the terms of the adjournment and a quorum is present. 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 is deemed to
         have terminated after its adjournment. Any business may be brought
         before or dealt with at any adjourned meeting if it might have been
         brought before or dealt with at the original meeting in accordance with
         the notice calling the original meeting.

4.15     REGULAR MEETINGS.

         The board may appoint a day or days in any month or months for regular
         meetings of the board at a place and hour to be named. A copy of any
         resolution of the board fixing the place and time of regular meetings
         shall be sent to each director and no other notice is required for any
         regular meeting unless the Act requires the purpose of the meeting or
         the business to be transacted at the meeting to be specified.

4.16     CHAIR OF MEETINGS.

         The chair of the board shall be the chair of any meeting of the board.
         If the chair of the board is not present, the directors present shall
         choose an independent member of the board to be chair of the meeting.

4.17     QUORUM.

         Subject to section 4.08, a quorum for the transaction of business at
         any meeting of the board is three directors or a greater number of
         directors as the board may from time to time determine.

4.18     VOTES TO GOVERN.

         Every question at a meeting of the board shall be decided by a majority
         of the votes cast on the question. In case of an equality of votes, the
         chair of the meeting shall be entitled to a second or casting vote.

4.19     CONFLICT OF INTEREST.

         A director or officer of the Corporation who is a party to a material
         contract or transaction or proposed material contract or transaction
         with the Corporation, or is a director or an officer, or an individual
         acting in a similar capacity of, or has a material interest in, any
         person who is a party to a material contract or transaction or proposed
         material contract or transaction with the Corporation shall disclose
         the nature and extent of the interest at the time and in the manner
         provided in the Act. Except as provided in the Act, no director shall
         vote on any resolution to approve a contract or transaction that the
         director has an interest in, but the director may be counted to
         determine the presence of a quorum at the meeting.

         No director is disqualified by reason of holding the office of director
         from contracting with the Corporation nor is any contract or
         arrangement entered into on behalf of the Corporation with any director
         or in which any director is in any way interested liable to be voided,
         nor is any director contracting with the Corporation or being
         interested in any contract or arrangement with the Corporation liable
         to account to the Corporation for any profit realized by the contract
         or arrangement by reason of the director holding that office or of the
         fiduciary relationship established by the director holding that office;
         provided that the director complied with the Act.

4.20     REMUNERATION AND EXPENSES.

         The directors shall be paid such remuneration for their services as the
         board may from time to time determine. The directors are also entitled
         to be reimbursed for travelling and other expenses properly incurred by
         them in attending meetings of the board or any committee thereof.
         Nothing

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         in these by-laws precludes a director from serving the Corporation in
         any other capacity and receiving remuneration for such service.

                           SECTION FIVE - COMMITTEES

5.01     COMMITTEES OF THE BOARD.

         The board may appoint committees of the board, however designated, and
         delegate to any committee any of the powers of the board except those
         which a committee of the board has no authority to exercise under the
         Act.

5.02     TRANSACTION OF BUSINESS.

         The powers of a committee of the board 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 committees may be held at any
         place in or outside Canada.

5.03     ADVISORY BODIES.

         The board may from time to time appoint such advisory bodies as it may
         deem advisable.

5.04     PROCEDURE.

         Unless otherwise determined by the board, each committee and advisory
         body has the power to fix its quorum, at not less than a majority of
         its members, to elect its chair and to regulate its procedure.

5.05     MEMBERS.

         The board may from time to time remove and appoint members of any
         committee as it sees fit.

5.06     MINUTES.

         All committees shall keep regular minutes of their proceedings and
         report all their actions to the board at the next board meeting.

                             SECTION SIX - OFFICERS

6.01     APPOINTMENT.

         The board may from time to time appoint a chair (who shall be a
         director), a chief executive officer (who may also hold the office of
         president and who shall be a director), 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 board may determine, including one or more assistants
         to any of the officers appointed. The board may specify the duties of
         and, in accordance with this by-law and subject to the Act, delegate to
         the officers powers to manage the business and affairs of the
         Corporation. Except as required by this section and subject to sections
         6.02 and 6.03, an officer may, but does not need to be, a director and
         one person may hold more than one office.

6.02     CHAIR OF THE BOARD.

         The chair of the board presides at all meetings of the board and
         shareholders. The chair of the board shall have such other powers and
         duties as the board specifies.

6.03     CHIEF EXECUTIVE OFFICER.

         The chief executive officer is the executive head of the Corporation
         and shall have general supervision over its business and affairs and
         over the other officers of the Corporation, and is responsible to the
         board.

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6.04     PRESIDENT.

         Subject to the authority of the board, the president has general
         supervision of the business of the Corporation and shall have such
         other powers and duties as the board specifies. During the absence or
         inability of the chief executive officer, the duties of the chief
         executive officer may be performed and the powers of the chief
         executive officer may be exercised by the president. If the president
         exercises any duty or power of the chief executive officer, the absence
         or inability of the chief executive officer is presumed.

6.05     VICE PRESIDENT.

         A vice president has the powers and duties the board, the chief
         executive officer or the president specifies. During the absence or
         inability of the president, the duties of the president may be
         performed and the powers of the president may be exercised by a vice
         president. If a vice president exercises any duty or power of the
         president, the absence or inability of the president is presumed.

6.06     SECRETARY.

         The secretary is the secretary of all meetings of the board and
         shareholders and any committees of the board. The secretary causes to
         be entered, in records kept for that purpose, minutes of all
         proceedings at all meetings of the board and shareholders and any
         committees of the board. The secretary causes to be given, as and when
         instructed, all notices to shareholders, directors, officers, auditors
         and members of committees of the board. The secretary is the custodian
         of the corporate seal of the Corporation and of all books, papers,
         records, documents and instruments belonging to the Corporation, except
         when some other officer or agent has been appointed for that purpose.
         The secretary shall have such other powers and duties as the board, the
         chief executive officer or the president specifies.

6.07     TREASURER.

         The treasurer has custody of the corporate funds and securities and
         keeps full and accurate accounts of receipts and disbursements in books
         belonging to the Corporation and deposits all moneys and other valuable
         effects in the name and to the credit of the Corporation in the
         depositories as may be designated by the board. The treasurer disburses
         the funds of the Corporation as may be ordered by the board, taking
         proper vouchers for the disbursements, and renders to the chief
         executive officer, the president and the board, at its regular
         meetings, or when the board requires, an account of all substantial
         transactions related to the financial condition of the Corporation. The
         treasurer shall have such other powers and duties as the board, the
         chief executive officer or the president specifies.

6.08     CONTROLLER.

         The controller is the principal accounting officer of the Corporation
         and has charge of all books and accounting relating to assets,
         liabilities, receipts, disbursements, revenues and expenditures and is
         responsible for all internal and external reporting requirements of the
         Corporation. The controller is responsible for all duties incidental to
         the office of the principal accounting officer of the Corporation. The
         controller shall have such other powers and duties as the board, the
         chief executive officer or the president specifies.

6.09     POWERS AND DUTIES OF OTHER OFFICERS.

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

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6.10     VARIATION OF POWERS AND DUTIES.

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

6.11     TERM OF OFFICE.

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

6.12     CONFLICT OF INTEREST.

         An officer shall disclose any interest in a material contract or
         proposed material contract with the Corporation in accordance with
         section 4.19.

6.13     AGENTS AND ATTORNEYS.

         The Corporation, by or under the authority of the board, has the power
         from time to time to appoint agents or attorneys for the Corporation in
         or outside Canada with powers of management, administration or
         otherwise as may be thought fit, including the power to sub-delegate.

          SECTION SEVEN - PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

7.01     LIMITATION OF LIABILITY.

         Every director and officer of the Corporation 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, including reliance
         in good faith on:

         (a)      financial statements of the Corporation represented to the
                  director by an officer of the Corporation or in a written
                  report of the auditor of the Corporation fairly to reflect the
                  financial condition of the Corporation; or

         (b)      a report of a person whose profession lends credibility to a
                  statement made by the professional person.

         Subject to the above provisions, no director or officer is liable for
         the acts, receipts, neglects or defaults of any other director, officer
         or employee, or for joining in any receipt or other act for conformity,
         or for any loss, damage or expense happening to the Corporation through
         the insufficiency or deficiency of title to any property acquired for
         or on behalf of the Corporation, or for the insufficiency or deficiency
         of any security in or upon which any of the moneys of the Corporation
         are invested, or for any loss or damage arising from the bankruptcy,
         insolvency or tortious acts of any person with whom any of the moneys,
         securities or effects of the Corporation are deposited, or for any loss
         occasioned by any error of judgement or oversight on the part of the
         director or officer, or for any other loss, damage or misfortune which
         happens in the execution of the duties of the office of director or
         officer; provided that nothing in this section relieves any director or
         officer from the duty to act in accordance with the Act or from
         liability for any breach of the Act.

7.02     INDEMNITY.

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

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         association with the Corporation or other entity if, exercising the
         care, diligence and skill that a reasonably prudent person would
         exercise in comparable circumstances:

         (a)      the individual acted honestly and in good faith with a view to
                  the best interests of the Corporation or, as the case may be,
                  to the best interests of the other entity for which the
                  individual acted as director or officer or in a similar
                  capacity at the Corporation's request; and

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

         The Corporation shall also indemnify any of the persons set out above
         in any other circumstances which the Act or law permits or requires.
         Nothing in this by-law limits the right of any person entitled to
         indemnity to claim indemnity apart from the provisions of this by-law
         to the extent permitted by the Act or law.

7.03     ADVANCE OF COSTS.

         The Corporation may advance money to any director, officer or other
         individual for the costs, charges and expenses of a proceeding referred
         to in section 7.02. The individual, however, shall repay the money to
         the Corporation if the individual does not fulfil the conditions set
         out in subsection 7.02 (a) and, as applicable, subsection 7.02 (b).

7.04     INSURANCE.

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

                             SECTION EIGHT - SHARES

8.01     ALLOTMENT OF SHARES.

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

8.02     COMMISSIONS.

         The board may from time to time 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, whether
         from the Corporation or from any other person, or procuring or agreeing
         to procure purchasers for any shares of the Corporation.

8.03     REGISTRATION OF TRANSFER.

         Subject to the Act, a transfer of a share may only be registered in the
         Corporation's securities register upon presentation of the certificate
         representing such share with an endorsement, which complies with the
         Act, made on the certificate or delivered with the certificate, duly
         executed by an appropriate person as provided by the Act, together with
         reasonable assurance that the endorsement is genuine and effective,
         upon payment of all applicable taxes and any reasonable fees prescribed
         by the board.

8.04     TRANSFER AGENTS AND REGISTRARS.

         The board may from time to time appoint one or more agents to maintain,
         in respect of each class of shares of issued by the Corporation, a
         central securities register and one or more branch

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         securities registers. An appointed person may be designated as transfer
         agent or registrar according to the functions carried out, and one
         person may be designated both transfer agent and registrar. The board
         may at any time terminate an appointment as transfer agent or
         registrar.

8.05     NON-RECOGNITION OF TRUSTS.

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

8.06     SHARE CERTIFICATES.

         Every holder of one or more shares of the Corporation is entitled, at
         the option of the holder, to a share certificate, or to a
         non-transferable written certificate of acknowledgement of the right to
         obtain a share certificate, stating the number and class or series of
         shares held as shown on the securities register. Certificates shall be
         in the form the board may from time to time approve. Any certificate
         shall be signed in accordance with section 2.04 and does not need to be
         under corporate seal provided that, unless the board otherwise
         determines, certificates in respect of which a transfer agent and/or
         registrar has been appointed shall only be valid if countersigned on
         behalf of the transfer agent and/or registrar. Subject to the Act, the
         signature of any signing officer, including the transfer agent and/or
         registrar, if required, may be printed or mechanically reproduced in
         facsimile on the certificate. Every facsimile signature is deemed to be
         the signature of the officer whose signature it reproduces and is
         binding upon the Corporation. A certificate executed as set out in this
         section is valid even if an officer whose facsimile signature appears
         on the certificate no longer holds office at the date of issue of the
         certificate.

8.07     REPLACEMENT OF SHARE CERTIFICATES.

         The board or any officer or agent designated by the board may, in its
         discretion or the discretion of the officer or agent, direct the issue
         of a new share or other certificate on cancellation of a certificate
         that has been mutilated or in substitution for a certificate claimed to
         have been lost, destroyed or wrongfully taken, on payment of a
         reasonable fee and on terms as to indemnity, reimbursement of expenses
         and evidence of loss and of title as the board may from time to time
         prescribe, whether generally or in any particular case.

8.08     JOINT HOLDERS.

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

8.09     DECEASED SHAREHOLDERS.

         In the event of the death of a holder, or of one of the joint holders,
         of a share, the Corporation is not required to make any entry in the
         securities register or to make any dividend or other payments except on
         production of all documents as may be required by law and on compliance
         with the reasonable requirements of the Corporation and its transfer
         agents.

                      SECTION NINE - DIVIDENDS AND RIGHTS

9.01     DIVIDENDS.

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

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9.02     PAYMENT OF DIVIDENDS.

         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 the
         registered holder at the recorded address of the registered holder, or
         by electronic funds transfer to the bank account designated by the
         registered holder. In the case of joint holders, the cheque shall,
         unless the joint holders otherwise direct, be made payable to the order
         of all of such joint holders and mailed to them at their recorded
         address. The mailing of a cheque as set out in this section, unless the
         same is not paid on due presentation, or the electronic funds transfer
         as set out in this section satisfies and discharges the liability for
         the dividend to the extent of the sum represented by the cheque or
         funds transferred plus the amount of any tax which the Corporation is
         required to and does withhold.

9.03     NON-RECEIPT OF CHEQUES.

         In the event of non-receipt of any dividend cheque by the person to
         whom it is sent as set out in section 9.02, the Corporation shall cause
         to be issued to such person a replacement cheque for a like amount on
         such terms as to indemnity, reimbursement of expenses and evidence of
         non-receipt and of title as the board or dividend disbursing agent may
         from time to time prescribe, whether generally or in any particular
         case.

9.04     RECORD DATE FOR DIVIDENDS AND RIGHTS.

         The board may fix in advance a date, less than 50 days before the date
         for the payment of any dividend or the date for the issue of any
         warrant or other evidence of the right to subscribe for securities of
         the Corporation, as record date for the determination of the persons
         entitled to receive payment of the dividend or to exercise the right to
         subscribe for the securities, and notice of any record date shall be
         given not less than seven days before the record date in the manner
         provided by the Act. If no record date is fixed, the record date for
         the determination of the persons entitled to receive payment of any
         dividend or to exercise the right to subscribe for securities of the
         Corporation shall be at the close of business on the day on which the
         resolution relating to such dividend or right to subscribe is passed by
         the board.

9.05     UNCLAIMED DIVIDENDS.

         Any dividend not claimed within six years after the date on which it
         was declared to be payable is forfeited and reverts to the Corporation.

                     SECTION TEN - MEETINGS OF SHAREHOLDERS

10.01    ANNUAL MEETINGS.

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

10.02    SPECIAL MEETINGS.

         The board has the power to call a special meeting of shareholders at
         any time. Any special meeting of shareholders shall be held at such
         time and at such place in Canada as the board may determine.

10.03    PARTICIPATION IN MEETINGS BY ELECTRONIC MEANS.

         Any person entitled to attend a meeting of shareholders may participate
         in the meeting, in accordance with the Act, by means of a telephonic,
         electronic or other communication facility that permits all
         participants to communicate adequately with each other during the
         meeting, if the

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         Corporation, in its sole discretion, makes available such a
         communication facility. For the purposes of the Act, a person
         participating in a meeting by electronic means is deemed to be present
         at the meeting.

10.04    MEETINGS HELD BY ELECTRONIC MEANS.

         If the directors or the shareholders of the Corporation call a meeting
         of shareholders pursuant to the Act, the directors may determine that
         the meeting shall be held, in accordance with the Act, entirely by
         means of a telephonic, electronic or other communication facility that
         permits all participants to communicate adequately with each other
         during the meeting.

10.05    NOTICE OF MEETINGS.

         Notice of the time and place of each meeting of shareholders shall be
         given in the manner provided in section 11 more than 21 days and less
         than 50 days before the date of the meeting to each director, to the
         auditor, and to each shareholder who, at the close of business on the
         record date for notice, is entered in the securities register as the
         holder of one or more shares carrying the right to vote at the meeting.
         Notice of a meeting of shareholders called for any purpose other than
         consideration of the financial statements and auditor's report,
         election of directors and reappointment of the incumbent auditor shall
         state the nature of the business to be transacted in sufficient detail
         to permit the shareholder to form a reasoned judgement on the matter
         and shall state the text of any special resolution to be submitted to
         the meeting.

10.06    LIST OF SHAREHOLDERS ENTITLED TO NOTICE.

         Subject to applicable legislation or regulation, for every meeting of
         shareholders, the Corporation shall prepare a list of shareholders
         entitled to receive notice of the meeting, arranged in alphabetical
         order and showing the number of shares held by each shareholder
         entitled to vote at the meeting. If a record date for the meeting is
         fixed as provided for in section 10.07, the shareholders listed shall
         be those registered at the close of business on the record date. If no
         record date is fixed, the shareholders listed shall be those registered
         at the close of business on the day before the day on which the notice
         of the meeting is given or, where no such notice is given, on the day
         on which the meeting is held. The list shall be available for
         examination by any shareholder during usual business hours at the
         registered office of the Corporation or at the place where the central
         securities register is maintained and at the meeting for which the list
         was prepared. Where a separate list of shareholders has not been
         prepared, the names of persons appearing in the securities register at
         the requisite time as the holder of one or more shares carrying the
         right to vote at such meeting is be deemed to be a list of
         shareholders.

10.07    RECORD DATE FOR NOTICE.

         The board may fix in advance a date, preceding the date of any meeting
         of shareholders by more than 21 days and less than 50 days, as the
         record date for determining the shareholders entitled to notice of the
         meeting. Notice of the record date shall be given at least seven days
         before the record date, by newspaper advertisement in the manner
         provided in the Act, and by written notice to each stock exchange in
         Canada on which the shares of the Corporation are listed for trading.
         If no record date is fixed, the record date for determining the
         shareholders entitled to receive notice of the meeting is the close of
         business on the day before the day on which the notice is given or, if
         no notice is given, the day on which the meeting is held.

10.08    WAIVER OF NOTICE.

         A shareholder and any other person entitled to attend a meeting of
         shareholders may, in any manner, waive notice of the meeting of
         shareholders and attendance of any person at a meeting of shareholders
         constitutes a waiver of notice of the meeting, unless the person
         attends a meeting for the express purpose of objecting to the
         transaction of any business on the grounds that the meeting is not
         lawfully called.

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10.09    OMISSION OF NOTICE.

         The accidental omission to give notice of any meeting or any
         irregularity in the notice of any meeting of shareholders or the
         non-receipt of any notice by any shareholder, director or the auditor
         of the Corporation does not invalidate any resolution passed or any
         proceedings taken at the meeting.

10.10    CHAIR, SECRETARY AND SCRUTINEERS.

         The chair of the board shall be the chair of any meeting of
         shareholders. If the chair of the board is not present within 15
         minutes from the time fixed for holding the meeting, the persons
         present and entitled to vote shall choose an independent member of the
         board to be chair of the meeting. If the secretary of the Corporation
         is absent, the chair 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 a
         resolution or by the chair with the consent of the meeting.

10.11    PERSONS ENTITLED TO BE PRESENT.

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

10.12    QUORUM.

         Subject to the Act, a quorum for the transaction of business at any
         meeting of shareholders shall be two persons present in person, each
         being a shareholder entitled to vote at the meeting or a duly appointed
         proxyholder or representative of a shareholder entitled to vote at the
         meeting, and together holding or representing by proxy not less than
         25% of the outstanding shares of the Corporation entitled to vote at
         the meeting. If a quorum is present at the opening of any meeting of
         shareholders, the shareholders present or represented may proceed with
         the business of the meeting even if a quorum is not present throughout
         the meeting. If a quorum is not present at the opening of any meeting
         of shareholders, the shareholders present or represented may adjourn
         the meeting to a fixed time and place but may not transact any other
         business.

10.13    RIGHT TO VOTE.

         Subject to applicable legislation or regulation, every person named in
         the list referred to in section 10.06 is entitled to vote the shares
         shown on the list opposite the person's name at the meeting to which
         the list relates, except to the extent that: (a) where the Corporation
         has fixed a record date in respect of the meeting, and the person has
         transferred any of the shares held by that person after the record
         date, or where the Corporation has not fixed a record date in respect
         of the meeting, the person has transferred any of the shares held by
         that person after the date on which the list is prepared, and (b) the
         transferee produces properly endorsed certificates evidencing the
         shares or otherwise establishes the transferee's ownership the shares
         and has demanded not later than 10 days before the meeting that the
         transferees name be included in the list. In such a case, the
         transferee shall be entitled to vote the transferred shares at such
         meeting.

10.14    PROXYHOLDERS AND REPRESENTATIVES.

         Every shareholder entitled to vote at a meeting of shareholders may
         appoint a proxyholder, or one or more alternate proxyholders, to attend
         and act as representative of the shareholder at the meeting with the
         authority conferred by the proxy. A proxyholder or representative of a
         shareholder does not need to be a shareholder. A proxy shall be in
         writing executed by the shareholder or the shareholder's attorney and
         shall conform with the requirements of the Act.

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         Alternatively, every shareholder that is a body corporate or
         association may authorize by resolution of its directors or governing
         body an individual to represent it at a meeting of shareholders and the
         individual may exercise all the powers on the shareholder's behalf that
         it could exercise if it were an individual shareholder. The authority
         of the individual shall be established by depositing with the
         Corporation a certified copy of the resolution, or in any other manner
         satisfactory to the secretary of the Corporation or the chair of the
         meeting. A proxy is valid only at the meeting for which it is given or
         any adjournment of that meeting.

         The personal representative of a deceased shareholder of record is
         entitled, upon filing with the secretary of the meeting sufficient
         proof of appointment, to exercise the same voting rights at any meeting
         of shareholders as the shareholder of record would have been entitled
         to exercise.

10.15    TIME FOR DEPOSIT OF PROXIES.

         The board may specify in a notice calling a meeting of shareholders a
         time 48 hours or less, exclusive of non-business days, prior to the
         meeting, before which proxies to be used at the meeting must be
         deposited. A proxy shall be acted upon only if deposited with the
         Corporation or an agent of the Corporation as set out in the notice
         prior to the time specified or, if no time is specified in the notice,
         the proxy is received by the secretary of the Corporation or by the
         chair of the meeting or any adjournment of the meeting prior to the
         time of voting.

         The board may from time to time make regulations regarding the lodging
         of proxies at some place other than the place at which a meeting or
         adjourned meeting of shareholders is to be held, and for particulars of
         the proxies to be provided before the meeting or adjourned meeting to
         the Corporation or any agent of the Corporation and providing that
         proxies lodged in accordance with those regulations may be voted as
         though they were produced at the meeting or adjourned meeting and votes
         given in accordance with those regulations shall be valid and shall be
         counted. The chair of any meeting of shareholders may, subject to any
         regulations made as set out in this section, in the chair's discretion,
         accept any legible form of communication as to the authority of any
         person claiming to represent and vote on behalf of a shareholder even
         if a proxy conferring such authority has not been lodged with the
         Corporation, and any votes given in accordance with the communication
         accepted by the chair of the meeting are valid and shall be counted.

10.16    JOINT SHAREHOLDERS.

         If two or more persons hold shares jointly, any one of them present in
         person or duly represented at a meeting of shareholders may, in the
         absence of the others, vote the shares. If two or more persons who hold
         shares jointly are present in person or represented, only one of them
         may vote the shares jointly held by them.

10.17    VOTES TO GOVERN.

         Unless otherwise required by the articles or by-laws or by law, every
         question at a meeting of shareholders shall be determined by a majority
         of the votes cast on the question. In case of an equality of votes
         either on a show of hands or on a poll, the chair of the meeting shall
         be entitled to a second or casting vote.

10.18    SHOW OF HANDS.

         Subject to the Act, every question at a meeting of shareholders shall
         be decided by a show of hands, which may include such other indication
         of a vote made by means of the telephonic, electronic or other
         communication facility, if any, made available by the Corporation for
         that purpose, unless a ballot on the question is required or demanded.
         On a show of hands, every person who is present, in person or by means
         of the telephonic, electronic or other communication facility, if any,
         made available by the Corporation, and entitled to vote shall have one
         vote. If a vote by show of hands has been taken on a question, unless a
         ballot on the question

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         is required or demanded, a declaration by the chair of the meeting that
         the vote has been carried or carried by a particular majority or not
         carried and an entry to that effect in the minutes of the meeting is
         evidence of the fact without proof of the number or proportion of the
         votes recorded in favour of or against any resolution or other
         proceeding in respect of the question, and the result of the vote is
         the decision of the shareholders on the question.

10.19    BALLOTS.

         On any question proposed for consideration at a meeting of
         shareholders, and whether or not a show of hands has already been
         taken, the chair may require a ballot or any person who is present, in
         person or by means of the telephonic, electronic or other communication
         facility, if any, made available by the Corporation, and entitled to
         vote on the question may demand a ballot. Any ballot required or
         demanded shall be taken in the manner directed by the chair including,
         wholly or partially by indication of a vote made by means of
         telephonic, electronic or other communication facility, if any, that
         the Corporation has made available for that purpose. A requirement or
         demand for a ballot may be withdrawn at any time prior to the ballot
         being taken. If a ballot is taken, each person present, in person or by
         means of the telephonic, electronic or other communication facility, if
         any, made available by the Corporation, is entitled to the number of
         votes provided by the Act or the articles for each share which the
         person is entitled to vote and the result of the ballot is the decision
         of the shareholders on the question.

10.20    ADJOURNMENT.

         The chair of a meeting of shareholders may, with the consent of the
         meeting and subject to such conditions as the meeting may decide,
         adjourn the meeting from time to time and from place to place. If a
         meeting of shareholders is adjourned for less than 30 days, notice of
         the adjourned meeting is not required other than by announcement at the
         meeting that is adjourned. Subject to the Act, if a meeting of
         shareholders is adjourned by one or more adjournments for an aggregate
         of 30 days or more, notice of the adjourned meeting is required as if
         it was 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 the original
         meeting.

10.21    RESOLUTION IN WRITING.

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

10.22    ONLY ONE SHAREHOLDER.

         Where the Corporation has only one shareholder or only one holder of
         any class or series of shares, the shareholder present in person or
         duly represented constitutes a meeting.

                            SECTION ELEVEN - NOTICES

11.01    METHOD OF GIVING NOTICES.

         Any notice (which term includes any communication or document) to be
         given (which term includes sent, delivered or served) pursuant to the
         Act, the articles, the by-laws or otherwise to a shareholder, director,
         officer, auditor or member of a committee of the board is sufficiently
         given if: delivered personally to the person; delivered to the recorded
         address of the person; mailed to the person's recorded address by
         prepaid ordinary or air mail; sent to the person's recorded address by
         any means of prepaid transmitted or recorded communication; or, an
         electronic document is provided in accordance with section 12 of this
         by-law. A notice delivered as set out in this section is deemed to have
         been given when it is delivered personally or to the recorded

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         address; a notice mailed as set out in this section is deemed to have
         been given when deposited in a post office or public letter box; a
         notice sent as by any means of transmitted or recorded communication as
         set out in this section is deemed to have been given when dispatched or
         delivered to the appropriate communication company or agency or its
         representative for dispatch; and a notice sent by means of an
         electronic document as set out in this section and section 12 is deemed
         to have been given upon receipt of reasonable confirmation of
         transmission to the designated information system indicated by the
         person entitled to receive such notice. The secretary may cause the
         recorded address of any shareholder, director, officer, auditor or
         member of a committee of the board to be changed in accordance with any
         information believed by the secretary to be reliable.

11.02    NOTICE TO JOINT SHAREHOLDERS.

         If two or more persons are registered as joint holders of a share, any
         notice may be addressed to all of the joint holders, but notice
         addressed to any one of the joint holders is sufficient notice to all
         of them.

11.03    COMPUTATION OF TIME.

         In computing the date when notice must be given, the date of giving the
         notice is excluded and the date of the meeting or other event is
         included.

11.04    UNDELIVERED NOTICES.

         If any notice given to a shareholder pursuant to section 11.01 is
         returned on three consecutive occasions because the shareholder cannot
         be found, the Corporation is not required to give any further notices
         to the shareholder until the shareholder informs the Corporation in
         writing of the shareholder's new address.

11.05    OMISSIONS AND ERRORS.

         The accidental omission to give any notice to any shareholder,
         director, officer, auditor or member of a committee of the board or the
         non-receipt of any notice by any person or any error in any notice not
         affecting the substance of the notice does not invalidate any action
         taken at a meeting held pursuant to the notice.

11.06    PERSONS ENTITLED BY DEATH OR OPERATION OF LAW.

         Every person who, by operation of law, transfer, death of a shareholder
         or any other means, becomes entitled to any share is bound by every
         notice in respect of that share which was duly given to the shareholder
         from whom title to the share was derived prior to the person's name and
         address being entered on the securities register and prior to the
         person furnishing proof of authority or evidence of entitlement
         prescribed by the Act to the Corporation.

11.07    WAIVER OF NOTICE.

         Any shareholder, proxyholder, other person entitled to attend a meeting
         of shareholders, director, officer, auditor or member of a committee of
         the board may at any time waive any notice, or waive or abridge the
         time for any notice, required to be given to the individual under the
         Act, the articles, the by-laws or otherwise, and the waiver or
         abridgement cures any default in the giving or in the time of the
         notice whether the waiver or abridgement is given before or after the
         meeting or other event for which notice was required to be given. A
         waiver or abridgement shall be in writing except a waiver of notice of
         a meeting of shareholders or of the board or a committee of the board
         which may be given in any manner.

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11.08    SIGNATURE TO NOTICES.

         The signature of any director or officer of the Corporation on any
         notice or document to be given by the Corporation may be written,
         stamped, mechanically reproduced, electronically reproduced in whole or
         in part.

11.09    PROOF OF SERVICE.

         With respect to every notice or other document sent by post it is
         sufficient to prove that the envelope or wrapper containing the notice
         or other document was properly addressed as provided in this by-law and
         put into a post office or into a letter box. With respect to every
         notice or other document sent as an electronic document it is
         sufficient to prove that the electronic document was properly addressed
         to the designated information system as provided in this by-law and
         sent by electronic means. A certificate of an officer of the
         Corporation or of a transfer officer of any transfer agent or branch
         transfer agent of shares of any class of the Corporation as to the
         sending, delivery or publication of any notice or other document to any
         shareholder, director, officer or auditor is conclusive evidence of the
         sending, delivery or publication and is binding on every shareholder,
         director, officer or auditor of the Corporation as the case may be.

                     SECTION TWELVE - ELECTRONIC DOCUMENTS

12.01    CREATION AND PROVISION OF INFORMATION.

         Unless the Corporation's articles provide otherwise, and subject to and
         in accordance with the Act and this section, the Corporation may
         satisfy any requirement under the Act to create or provide a notice,
         document or other information to any person by the creation or
         provision of an electronic document. Except as provided for in the Act,
         "electronic document" means any form of representation of information
         or of concepts fixed in any medium in or by electronic, optical or
         other similar means and that can be read or perceived by a person by
         any means.

12.02    CONSENT AND OTHER REQUIREMENTS.

         Further to section 12.01, a requirement under the Act to provide a
         person with a notice, document or other information is not satisfied by
         the provision of an electronic document unless:

         (a)      the addressee has consented, in accordance with the Act, and
                  has designated an information system for the receipt of the
                  electronic document; and

         (b)      the electronic document is provided to the designated
                  information system.

         The term "information system" means a system used to generate, send,
         receive, store, or otherwise process an electronic document.

                        SECTION THIRTEEN - MISCELLANEOUS

13.01    INVALIDITY OF ANY PROVISIONS OF THIS BY-LAW.

         The invalidity or unenforceability of any provision of this by-law does
         not affect the validity or enforceability of the remaining provisions
         of this by-law.

                 SECTION FOURTEEN - REPEAL AND COMING INTO FORCE

14.01    EFFECTIVE DATE.

         Subject to its confirmation by the shareholders in accordance with the
         Act, this by-law comes into force on the date it is approved by the
         directors.

14.02    REPEAL.

         All previous by-laws of the Corporation are repealed when this by-law
         comes into force provided that the repeal does not affect the previous
         operation of any by-law repealed or affect the validity

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By-Law No. 2                           19                             Nexen Inc.
Effective December 9, 2003


         of any act done on right, privilege, obligation or liability acquired
         or incurred under or the validity of any contract on agreement made
         pursuant to any by-law prior to its repeal. All officers and persons
         acting under any by-law repealed by this by-law shall continue to act
         as if appointed by the directors under the provisions of this by-law or
         the Act until their successors are appointed.


ENACTED the 9th day of December, 2003.



/s/ Charles W. Fischer                          /s/ John B. Mcwilliams
-----------------------------                   -----------------------------
President                                       Secretary

<PAGE>

                                        i


                                TABLE OF CONTENTS



Section One - INTERPRETATION...................................................1

1.01     Definitions...........................................................1
1.02     General...............................................................2

Section Two - BUSINESS OF THE CORPORATION......................................2

2.01     Registered Office.....................................................2
2.02     Corporate Seal........................................................2
2.03     Financial Year........................................................2
2.04     Execution of Instruments..............................................2
2.05     Voting Rights in Other Bodies Corporate...............................3
2.06     Divisions.............................................................3
2.07     Information Available to Shareholders.................................3

Section Three - BORROWING AND SECURITIES.......................................3

3.01     Banking Arrangements..................................................3
3.02     Borrowing Power.......................................................3
3.03     Delegation............................................................4

Section Four - DIRECTORS.......................................................4

4.01     Number of Directors...................................................4
4.02     Qualification.........................................................4
4.03     Election and Term.....................................................4
4.04     Removal of Directors..................................................4
4.05     Vacation of Office....................................................4
4.06     Vacancies.............................................................4
4.07     Action by the Board...................................................4
4.08     Canadian Directors Present at Meetings................................5
4.09     Meeting by Telephone and Other Means..................................5
4.10     Place of Meetings.....................................................5
4.11     Calling of Meetings...................................................5
4.12     Notice of Directors Meeting...........................................5
4.13     First Meeting of New Board............................................5
4.14     Adjourned Meeting.....................................................6
4.15     Regular Meetings......................................................6
4.16     Chair of Meetings.....................................................6
4.17     Quorum................................................................6
4.18     Votes to Govern.......................................................6
4.19     Conflict of Interest..................................................6
4.20     Remuneration and Expenses.............................................6

Section Five - COMMITTEES......................................................7

5.01     Committees of the Board...............................................7
5.02     Transaction of Business...............................................7
5.03     Advisory Bodies.......................................................7
5.04     Procedure.............................................................7
5.05     Members...............................................................7
5.06     Minutes...............................................................7

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By-Law No. 2                           ii                             Nexen Inc.
Effective December 9, 2003


Section Six - OFFICERS.........................................................7

6.01     Appointment...........................................................7
6.02     Chair of the Board....................................................7
6.03     Chief Executive Officer...............................................7
6.04     President.............................................................8
6.05     Vice President........................................................8
6.06     Secretary.............................................................8
6.07     Treasurer.............................................................8
6.08     Controller............................................................8
6.09     Powers and Duties of Other Officers...................................8
6.10     Variation of Powers and Duties........................................9
6.11     Term of Office........................................................9
6.12     Conflict of Interest..................................................9
6.13     Agents and Attorneys..................................................9

Section Seven - PROTECTION OF DIRECTORS, OFFICERS AND OTHERS...................9

7.01     Limitation of Liability...............................................9
7.02     Indemnity.............................................................9
7.03     Advance of Costs.....................................................10
7.04     Insurance............................................................10

Section Eight - SHARES........................................................10

8.01     Allotment of Shares..................................................10
8.02     Commissions..........................................................10
8.03     Registration of Transfer.............................................10
8.04     Transfer Agents and Registrars.......................................10
8.05     Non-recognition of Trusts............................................11
8.06     Share Certificates...................................................11
8.07     Replacement of Share Certificates....................................11
8.08     Joint Holders........................................................11
8.09     Deceased Shareholders................................................11

Section Nine - DIVIDENDS AND RIGHTS...........................................11

9.01     Dividends............................................................11
9.02     Payment of Dividends.................................................12
9.03     Non-receipt of Cheques...............................................12
9.04     Record Date for Dividends and Rights.................................12
9.05     Unclaimed Dividends..................................................12

Section Ten - MEETINGS OF SHAREHOLDERS........................................12

10.01    Annual Meetings......................................................12
10.02    Special Meetings.....................................................12
10.03    Participation in Meetings by Electronic Means........................12
10.04    Meetings Held by Electronic Means....................................13
10.05    Notice of Meetings...................................................13
10.06    List of Shareholders Entitled to Notice..............................13
10.07    Record Date for Notice...............................................13
10.08    Waiver of Notice.....................................................13
10.09    Omission of Notice...................................................14
10.10    Chair, Secretary and Scrutineers.....................................14

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By-Law No. 2                           iii                            Nexen Inc.
Effective December 9, 2003


10.11    Persons Entitled to be Present.......................................14
10.12    Quorum...............................................................14
10.13    Right to Vote........................................................14
10.14    Proxyholders and Representatives.....................................14
10.15    Time for Deposit of Proxies..........................................15
10.16    Joint Shareholders...................................................15
10.17    Votes to Govern......................................................15
10.18    Show of Hands........................................................15
10.19    Ballots..............................................................16
10.20    Adjournment..........................................................16
10.21    Resolution in Writing................................................16
10.22    Only One Shareholder.................................................16

Section Eleven - NOTICES......................................................16

11.01    Method of Giving Notices.............................................16
11.02    Notice to Joint Shareholders.........................................17
11.03    Computation of Time..................................................17
11.04    Undelivered Notices..................................................17
11.05    Omissions and Errors.................................................17
11.06    Persons Entitled by Death or Operation of Law........................17
11.07    Waiver of Notice.....................................................17
11.08    Signature to Notices.................................................18
11.09    Proof of Service.....................................................18

Section Twelve - ELECTRONIC DOCUMENTS.........................................18

12.01    Creation and Provision of Information................................18
12.02    Consent and Other Requirements.......................................18

Section Thirteen - MISCELLANEOUS..............................................18

13.01    Invalidity of any Provisions of this By-law..........................18

Section Fourteen - REPEAL AND COMING INTO FORCE...............................18

14.01    Effective Date.......................................................18
14.02    Repeal...............................................................18