SOLUCORP INDUSTRIES LTD.

                                  BY-LAW NO. 1


                       A BY-LAW RELATING GENERALLY TO THE

                   TRANSACTION OF THE BUSINESS AND AFFAIRS OF

                            SOLUCORP INDUSTRIES LTD.

                               (THE "CORPORATION")

CONTENTS

1.  Interpretation

2.  Business of the Corporation

3.  Borrowing and Securities

4.  Directors

5.  Committees

6.  Officers

7.  Protection of Directors, Officers and Others

8.  Shares

9.  Dividends and Rights

10. Meetings of Shareholders

11. Divisions and Departments

12. Notices

BE IT ENACTED as a By-Law of the Corporation as follows:

A 227544-1/BIP


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1. INTERPRETATION

1.1 Definitions - In the By-Laws of the Corporation, unless the context
otherwise requires:

     (a)  "Act" means the Business Corporations Act, and any statute that may be
          substituted therefore, as from time to time amended; marginal
          references to sections of the Act herein are not made for the purpose
          of modifying or affecting the meaning of any provision of this By-Law
          in any way but are inserted only for the purpose of directing
          attention to provisions of the Act which may be regarded as relevant;

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

     (c)  "Articles" means the Articles attached to the Certificate of
          Continuance dated the 11th day of April, 1997 of the Corporation as
          from time to time amended or restated;

     (d)  "Board" means the Board of Directors of the Corporation;

     (e)  "By-Laws" means this By-Law and all other By-Laws of the Corporation
          from time to time in force and effect relating to transaction of
          business and affairs of the Corporation in addition thereto, or in
          amendment hereof or in substitution for all or any part of this
          By-Law;

     (f)  "Corporation" means the Corporation incorporated under the Act and
          named: SOLUCORP INDUSTRIES LTD.;

     (g)  "Meeting of Shareholders" includes an annual meeting of Shareholders
          and a Special Meeting of Shareholders; "Special Meeting of
          Shareholders" includes both a meeting of any class or classes acting
          separately from any other class or classes and also a meeting, other
          than an annual meeting, of all Shareholders entitled to vote at any
          annual meeting of Shareholders;

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

     (i)  "Prohibited Corporate Shareholder" means a corporation prohibited from
          holding shares in itself or its holding body corporate or a subsidiary
          corporation prohibited from holding shares in its parent corporation
          pursuant to the Act and not exempted from such prohibited
          shareholdings by virtue of the Act;

     (j)  "recorded address" means in the case of a Shareholder his address as
          recorded in the securities register; and in the case of joint
          Shareholders



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          the address appearing in the securities register in respect of such
          joint holdings determined under Section 8.9; and in the case of a
          Director, Officer, auditor or member of a Committee of Directors, his
          latest address as recorded in the records of the Corporation;

     (k)  save as aforesaid, words and expressions defined in the Act have the
          same meaning when used herein; and

     (l)  words importing the singular number include the plural and vice-versa;
          words importing gender include the masculine, feminine and neuter
          genders; and words importing persons include individuals, bodies
          corporate, partnerships, trust and unincorporated organizations.

2.   BUSINESS OF THE CORPORATION

2.1 Registered Office - Until changed in accordance with the Act, the registered
office of the Corporation shall be at the City of Whitehorse, in the Yukon
Territory, and at such location therein as the Board may from time to time
determine.

2.2 Corporate Seal - Until changed by the Board, the corporate seal for the
Corporation and any facsimiles thereof adopted by the Board for use in
jurisdictions outside the Yukon Territory shall be in the form approved by the
Directors.

2.3 Financial Year - The financial year of the Corporation shall end on the day
in each year that is established by the Board.

2.4 Execution of Instruments - Deeds, transfers, assignments, contracts,
obligations, certificates and other instruments required by law or otherwise by
these By-Laws or any resolution of the Board or Shareholders of the Corporation
to be executed under corporate seal may be signed on behalf of the Corporation
by any one or more persons each of which is either a Director of the Corporation
or a person who holds the office of Chief Executive Officer, Chairman of the
Board, President, Managing Director, Vice-President, Secretary, Treasurer,
Assistant Secretary, Assistant Treasurer or any other office created by by-law
or by resolution of the Board. However, notwithstanding the foregoing, the Board
may from time to time direct the manner in which and the person or persons by
whom any particular instrument or class of instruments may or shall be signed or
sealed. Any signing Officer may affix the corporate seal to any instrument
requiring the same.

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



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2.6 Voting Rights in Other Bodies Corporate - The signing Officers of the
Corporation may execute and deliver proxies and arrange for the issuance of
voting certificates or other evidence of the right to exercise the voting rights
attaching to any securities held by the Corporation. Such instruments,
certificates or other evidence shall be in favour of such person or persons as
may be determined by the Officers executing such proxies or arranging for the
issuance of voting certificates or such other evidence of the right to exercise
such voting rights. In addition, the Board may from time to time direct the
manner in which and the person or persons by whom any particular voting rights
or class of voting rights may or shall be exercised.

2.7 Withholding Information from Shareholders - Subject to the provisions of the
Act, no Shareholder shall be entitled to discovery of any information respecting
any details or conduct of the Corporation's business which, in the opinion of
the Board, it would be inexpedient in the interests of the Shareholders or the
Corporation to communicate to the public. The Board may from time to time
determine whether and to what extent and at what time and place and under what
conditions or regulations the accounts, records and documents of the Corporation
or any of them shall be open to the inspection of Shareholders and no
Shareholder shall have any right of inspecting any account, record or document
of the Corporation except as conferred by the Act or authorized by the Board or
by resolution passed at a general meeting of Shareholders.

3.   BORROWING AND SECURITIES

3.1 Borrowing Power - Subject to the provision of the Act, and without limiting
the borrowing powers of the Corporation as set out therein, the Board may from
time to time authorize the Corporation to:

     (i)   borrow money in such manner and amount, on such security, from such
           sources and upon such terms and conditions as they think fit;

     (ii)  issue bonds, debentures, and other debt obligations either outright
           or as security for any liability or obligation of the Corporation or
           any other person;

     (iii) mortgage, charge, whether by way of specific or floating charge, or
           give other security on the undertaking or on the whole or any part of
           the property and assets of the Corporation, both present and future;
           and

     (iv)  give financial assistance to any person, directly or indirectly, by
           way of loan, guarantee, the provision of security, or otherwise.

3.2 Debt Obligations - The Board may make any bonds, debentures or other debt
obligations issued by the Corporation by their terms assignable free from any
equities between the Corporation and the person to whom they may be issued or
any other person who lawfully acquires them by assignment, purchase or
otherwise.

3.3 Discount Permitted - The Board may authorize the issue of any bonds,
debentures or other debt obligations of the Corporation at a discount, premium
or otherwise and with


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special or other rights or privileges as to redemption, surrender, drawings,
allotment of or conversion into or exchange for shares, attending at general
meetings of the Company and otherwise as the Board may determine at or before
the time of issue.

3.4 Execution of Instruments - Every bond, debenture or other debt obligation of
the Corporation shall be signed manually by at least one Director or Officer of
the Corporation or by or on behalf of a trustee, registrar, branch registrar,
transfer agent or branch transfer agent for the bond, debenture or other debt
obligations appointed by the Corporation or under any instrument under which the
bond, debenture or other debt obligation is issued and any additional signatures
may be printed or otherwise mechanically reproduced thereon and, in such event,
a bond, debenture or other debt obligation so signed is as valid as if signed
manually notwithstanding that any person whose signature is so printed or
mechanically reproduced shall have ceased to hold the office that he is stated
on such bond, debenture or other debt obligation to hold at the date of the
issue thereof.

3.5 Delegation of Borrowing Power - The Board may from time to time delegate to
such one or more of the Directors and Officers of the Corporation as may be
designated by the Board all or any of the powers conferred on the Board by this
Section 3 to such extent and in such manner as the Board shall determine at the
time of each such delegation.

4. DIRECTORS

4.1 Number of Directors and Quorum - Until changed in accordance with the Act,
the Board shall consist of not fewer than three (3) and not more than ten (10)
Directors. Subject to Section 4.13 and subject also to the Articles and the Act
the quorum for the transaction of business at any meeting of the Board shall
consist of a majority of the Directors or such lesser number of Directors as the
Board may from time to time determine.

4.2 Qualification - No person shall abe qualified for election as a Director if
he is less than Nineteen (19) years of age; if he is of unsound mind and has
been so found by a Court in Canada or elsewhere; if he is not an individual; or
if he has the status of a bankrupt. A Director need not be a Shareholder however
any Director who is not a Shareholder shall be deemed to have agreed to be bound
by the provisions of the articles to the same extent as if he were a Shareholder
of the Corporation.

4.3 First Directors - Each Director named in the Notice of Directors filed at
the time of continuance shall hold office from the date of the Certificate of
Continuance until the first meeting of Shareholders thereafter.

4.4 Election of Directors - An election of Directors shall take place at the
first meeting of Shareholders after the continuance of the Corporation in
accordance with the Certificate of Continuance. One third of the Directors shall
be appointed for a term expiring at the close of the first annual meeting of
Shareholders following the election; one third of the Directors shall be
appointed for a term expiring at the close of the second annual meeting of
Shareholders following the election; and one third of Directors shall be
appointed for a term expiring at the close of the third annual meeting of
Shareholders following the election. If their


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number is not three or a multiple of three, then the number to be appointed for
each term shall be the whole number nearest but not exceeding one third. Where
there is one Director remaining after such calculation, that Director shall be
appointed for a term expiring at the close of the third annual meeting of
Shareholders following the election. Where there are two Directors remaining
after such calculation, one Director shall be appointed for a term expiring at
the close of the third annual meeting of Shareholders following the election and
the other Director shall be appointed for a term expiring at the close of the
second annual meeting of Shareholders following the election. At the second
annual meeting of Shareholders after the continuance of the Corporation in
accordance with the Certificate of Continuance and at each subsequent annual
meeting of Shareholders, each Director shall be appointed for a term expiring at
the close of the third annual meeting of shareholders following the election.

4.5 Re-election of Directors - A retiring Director shall be eligible for
re-election.

4.6 Directors' Remuneration - The remuneration of the Directors may from time to
time be determined by the Directors. Such remuneration may be in addition to any
salary or other remuneration paid to any Director in his capacity as Officer or
employee of the Corporation. The Directors shall be reimbursed for reasonable
travelling, hotel and other expenses they incur in and about the business of the
Corporation and if any Director shall perform any professional or other services
for the Corporation that in the opinion of the Directors are outside the
ordinary duties of a Director or shall otherwise be specially occupied in or
about the Corporation's business, he may be paid a remuneration to be fixed by
the Board, or, at the option of such Director, by the Corporation in general
meeting, and such remuneration may be either in addition to, or in substitution
for any other remuneration that he may be entitled to receive. The Directors on
behalf of the Corporation may pay a gratuity or pension or allowance on
retirement to any Director who has held any office or position with the
Corporation or to his spouse or dependents and may make contributions to any
fund and pay premiums for the purchase or provisions of any such gratuity,
pension or allowance.

4.7 Vacancies - Subject to the Act and the Articles, a quorum of the Board may
appoint any person as a Director to fill a vacancy in the Board, except a
vacancy resulting from an increase in the minimum number of Directors or from a
failure of the Shareholders to elect the minimum number of Directors. Any person
so appointed shall assume the term of the Director whose office he assumes and
where there are two or more vacancies with differing terms to be filled, the
Directors shall, when appointing the replacement Director or Directors,
determine which term each replacement Director shall assume.

4.8 Additional Directors - If the Articles so provide, between successive annual
meetings the Directors shall have power to appoint one or more additional
Directors but the number of additional Directors shall not be more than
one-third of the number of Directors elected or appointed at the last annual
meeting and the total number of Directors shall not exceed the maximum number
fixed by Section 4.1. Any Director so appointed shall hold office only until the
next following annual general meeting of the Corporation, but shall be eligible
for election at such meeting and so long as he is an additional Director, the
number of Directors shall be increased accordingly.


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4.9 Absence of Quorum - In the absence of a quorum of the Board, or if a vacancy
has arisen from a failure of the Shareholders to elect the minimum number of
Directors, the Board shall forthwith call a special meeting of the Shareholders
to fill the vacancy. If the Board fails to call such meeting or if there are no
such Directors then in office, any Shareholder may call the meeting.

4.10 Action by the Board - Subject to any Unanimous Shareholder Agreement, the
Board shall manage the business and affairs of the Corporation. Subject to
Sections 4.10 and 4.11, the powers of the Board may be exercised by resolution
passed at a meeting at which a quorum is present or by resolution in writing,
whether by document, telegram, telecopy or any method of transmitting legibly
recorded messages or other means, signed by all the Directors entitled to vote
on that resolution at a meeting of the Board and any resolution in writing so
signed shall be as valid as if it has been passed at a meeting of Directors or a
Committee of Directors and shall be held to relate to any date therein stated to
be the effective date thereof, and a copy of every such resolution in writing
shall be dept with the minutes of the proceedings of Directors or Committee of
Directors. Where there is a vacancy in the Board, the remaining Directors may
exercise all the powers of the Board so long as a quorum remains in office.
Where the Corporation has only one Director, that Director may constitute a
meeting. An act of a Director is valid notwithstanding any irregularity in his
election or appointment or a defect in his qualifications.

4.11 Meetings By Telephone - A Director may participate in a meeting of the
Board or of any committee of the Directors by means of conference telephones or
other communications facilities by means of which all Directors participating in
the meeting can hear each other and provided that all such Directors agree to
such participation. A Director participating in a meeting in accordance with
this Article shall be deemed to be present at the meeting and to have so agreed
and shall be counted in the quorum therefor and be entitled to speak and vote
thereat.

4.12 Place of Meetings - Meetings of the Board may be held at any place in or
outside of Canada.

4.13 Calling of Meetings - Meetings of the Board shall be held from time to time
and at such place as the Board may determine. In addition, each of the Chairman
of the Board, the Managing Directors, the President or any two Directors may
convene or direct the convening of a meeting of the Board.

4.14 Notice of Meeting - Except as provided in Section 4.18, notice of the time
and place of each meeting of the Board shall be given in the manner provided in
Section 12.1 to each Director not less than forty-eight (48) hours before the
time when the meeting is to be held. A notice of a meeting of Directors need not
specify the purpose of or the business to be transacted at the meeting except
where the Act requires such purpose or business to be specified, including any
proposal to:

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


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     (b)  fill a vacancy among the Directors or in the office of auditor;

     (c)  issue securities;

     (d)  declare dividends;

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

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

     (g)  approve a management proxy circular;

     (h)  approve any annual financial statements; or

     (i)  adopt, amend or repeal By-Laws.

A Director may in any manner waive notice of or otherwise consent to a meeting
of the Board either before or after the convening of the meeting and, without
limiting the generality of the foregoing, attendance of a Director at a meeting
of directors is a waiver of notice of the meeting, except when a Director
attends a meeting for the express purpose of objecting to the transaction of any
business on the grounds that the meeting is not lawfully called.

4.15 Regular Meeting - The Board may by resolution appoint a day or days in any
month or months for regular meetings of the Board at a place and hour to be
named in the resolution. No notice shall be required for any such regular
meeting.

4.16 First Meeting of New Board - Provided a quorum of Directors is present,
each newly elected Board may without notice hold its first meeting immediately
following the meeting of Shareholders at which such Board or portion thereof is
elected.

4.17 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.

4.18 Chairman - The chairman of any meeting of the Board shall be the first
mentioned of such of the following Officers as have been appointed and who is a
Director and is present at the meeting: Chairman of the Board, Managing
Director, President, or a Vice-President who is a Director. If no such Officer
is present, the Directors present shall choose one of their number to be
chairman.

4.19 Votes to Govern - At all meetings of the Board every question shall be
decided by a majority of the votes cast on the question. In cases of an equality
of votes the Chairman of the meeting shall be entitled to a second or casting
vote.

4.20 Conflict of Interest - A Director or Officer who is a party to, or who is a
Director 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 the nature and extent of his interest at the


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time and in the manner provided by the Act. A Director interested in a contract
so referred to the Board shall not vote on any resolution to approve the same
except as provided by the Act.

4.21 Alternate Directors - Any Director may by instrument in writing delivered
to the Corporation appoint any person to be his alternate to act in his place at
meetings of the Directors at which he is not present unless the Directors shall
have reasonably disapproved the appointment of such person as an alternate
director and shall have given notice to that effect to the Director appointing
the alternate Director within a reasonable time after delivery of such
instrument to the Corporation. Every such alternate shall be entitled to notice
of meetings of the Directors and to attend and vote as a Director at a meeting
at which the person appointing him is not personally present, and, if he is a
Director, to have a separate vote on behalf of the Director he is representing
in addition to his own vote. A Director may at any time by instrument, telegram,
telex or any method of transmitting legibly recorded messages delivered to the
Corporation revoke the appointment of an alternate appointed by him. The
remuneration payable to such an alternate shall be payable out of the
remuneration of the Director appointing him.

4.22 Vacation of Office - A Director ceases to hold office when he: dies;
resigns his office by notice in writing delivered to the registered office of
the Corporation; ceases to be qualified to act as a Director pursuant to the
Act; is removed in accordance with Act. Every resignation of a Director becomes
effective at the time a written resignation is delivered to the registered
office of the Corporation or at the time specified in the resignation, whichever
is later.

5. COMMITTEES

5.1 Committee of Directors

     (a)  The Board may appoint from their numbers a Managing Director or one or
          more Committees of Directors, however designated, and delegate to the
          Managing Director or to such committee any of the powers of the Board
          except those which, under the Act, a Committee of Directors has no
          authority to exercise.

     (b)  The Directors may by resolution appoint an Executive Committee to
          consist of such members or members of their body as they think fit,
          which Committee shall have, and may exercise during the intervals
          between the meetings of the Board, all the powers vested in the Board
          except the power to fill vacancies in the Board, the power to change
          the membership of, or fill vacancies in, said Committee or any other
          committee of the Board and such other powers, if any, as may be
          specified in the resolution. The said Committee shall keep regular
          minutes of its transactions and shall cause them to be recorded in
          books kept for that purpose, and shall report the same to the Board at
          such times as the Board may from time to time require. The board shall
          have the power at any time to revoke or override the authority given
          to or acts done by the Executive Committee except as to acts done
          before such revocation or


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          overriding and to terminate the appointment or change the membership
          of such Committee and to fill vacancies in it. The Executive Committee
          may make rules for the conduct of its business and may appoint such
          assistants as it may deem necessary. A majority of the members of said
          Committee shall constitute a quorum thereof.

     (c)  The Directors may from time to time by resolution constitute, dissolve
          or reconstitute standing committees and other committees consisting of
          such persons as the Board may determine. Every committee constituted
          by the Board shall have the powers, authorities and discretions
          delegated to it by the Board (which shall not include the power to
          fill vacancies in the Board nor the power to change the membership of
          or fill vacancies in any committee constituted by the Board nor the
          power to appoint or remove officers appointed by the Board) and shall
          conform to the regulations which may from time to time be imposed upon
          it by the Board.

     (d)  The Executive Committee and any other committee may meet and adjourn
          as it thinks proper. Subject to the provisions of Section 4.10,
          questions arising at any meeting shall be determined by and the powers
          of the committee may be exercised by resolution passed at a meeting at
          which a quorum is present by a majority of votes of the members of the
          committee present, and in the case of an equality of votes the
          chairman shall have a second or casting vote. A resolution in writing,
          whether by document, telegram, telecopy or any method of transmitting
          legibly recorded messages or other means, signed by all the members of
          the committee entitled to vote on that resolution at a meeting of the
          committee and any resolution in writing so signed shall be as valid as
          if it had been passed at a meeting of the committee and shall be held
          to relate to any date therein stated to be the effective date thereof.
          Such resolution shall be filed with the minutes of the proceedings of
          the committee and shall be effective on the date stated thereon or on
          the latest date stated in any counterpart. Meetings of any such
          committees may be held at any place in or outside Canada.

5.2 Audit Committee - When required by the Act the Board shall, and at any other
time the board may, elect from among its number an audit committee to be
composed of not fewer than three (3) Directors of whom a majority shall not be
Officers or employees of the corporation or its affiliates. The audit committee
shall have the powers and duties provided in the Act.

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


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6. OFFICERS

6.1 Appointment - Subject to any Unanimous Shareholder Agreement, the Board may
from time to time, appoint a President, one or more Vice-Presidents (to which
title may be added words indicating seniority or function), a Secretary, a
Treasurer and such other Officers as the Board may determine, including one or
more assistants to any of the Officers so appointed (herein referred to as
"Officers"). The Board may specify the duties of and, in accordance with this
By-Law and subject to the provisions of the Act, delegate to such Officers
powers to manage the business and affairs of the Corporation. Subject to
Sections 6.2 and 6.3, an officer may but need not be a Director and one person
may hold more than one office.

6.2 Chairman of the Board - The Board may from time to time also appoint a
chairman of the Board who shall be a Director. If appointed, the Board may
assign to him any of the powers and duties that are by the provisions of the
By-Law assigned to the Managing Director or to the President; he shall, subject
to the provisions of the Act, have such other powers and duties as the board may
specify. During the absence or disability of the chairman of the board, his
duties shall be performed and his powers shall be exercised by the managing
Director, if any, or by the President.

6.3 Managing Director - The Board may from time to time appoint a Managing
Director who shall be a Director. If appointed, he shall be the Chief Executive
Officer and, subject to the authority of the Board, shall have general
supervision of the business and affairs of the Corporation; he shall, subject to
the provisions of the Act, have such other powers and duties as the Board may
specify. During the absence or disability of the president, or if no President
has been appointed, the Managing Director shall also have the powers and duties
of the office.

6.4 President - If appointed, the President shall be the Chief Operating Officer
and, subject to the authority of the board, shall have general supervision of
the business of the Corporation; he shall have such other powers and duties as
the Board may specify. During the absence or disability of the Managing
Director, or if no Managing Director has been appointed, the President shall
also have the powers and duties of that office.

6.5 Vice-President - A Vice-President shall have such powers and duties as the
board or the chief Executive Officer may specify.

6.6 Secretary - The Secretary shall attend and be the Secretary of all meetings
of the Board, Shareholders and Committees of the Board and shall enter or cause
to be entered in records kept for that purpose minutes of all proceedings
thereat; he shall give or cause to be given, as and when instructed, all notices
to Shareholders, Directors, Officers, the auditor and members of the Committees
of Directors; he shall be the custodian of the stamp or mechanical device
generally used for affixing 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; and
he shall have such other powers and duties as the Board or the Chief Executive
Officer may specify.


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

6.8 Powers and Duties of Other Officers - The powers and duties of all other
Officers shall be such as the terms of their engagement call for or as the Board
or the Chief Executive Officer may specify. Any of the powers and duties of an
Officer to whom an assistant has been appointed may be exercised and performed
by such assistant, unless the board or the Chief Executive Officer otherwise
directs.

6.9 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.

6.10 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, otherwise each Officer appointed by the Board shall hold office until
the earlier of the date his resignation becomes effective, the date his
successor is appointed or he shall cease to be qualified for that office under
Section 6.2 or 6.3 if applicable.

6.11 Terms of Employment and Remuneration - The terms of employment and the
remuneration of Officers appointed by the Board shall be settled by it from time
to time.

6.12 Conflict of Interest - An Officer shall disclose his interest in any
material contract or proposed material contract with the Corporation in
accordance with Section 4.20.

6.13 Agents and Attorneys - The Board shall have power from time to time to
appoint agents or attorneys for the Corporation in or outside of Canada with
such powers of management or otherwise (including the power to sub-delegate) as
may be thought fit.

6.14 Fidelity Bonds - The Board may require such Officers, employees and agents
of the Corporation as the Board deems advisable to furnish bonds for the
faithful discharge of their powers and duties, in such form and with such surety
as the Board may from time to time determine.

7. PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

7.1 Limitation of Liability - No Director shall be liable for the acts,
receipts, neglects or defaults of any other Director or Officer or employee, or
for joining in any receipt or 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 shall be invested, or for any loss or damage arising
from the bankruptcy, insolvency or tortuous acts of any person with whom any of
the moneys, securities


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or effects of the Corporation shall be deposited, or for any other loss, damage
or misfortune whatever which shall happen in the execution of the duties of his
office or in relation thereto, unless the same are occasioned by his own wilful
neglect or default; provided that nothing herein shall relieve any Director or
Officer from the duty to act in accordance with the Act and the regulations
thereunder or from liability for any breach thereof.

7.2 Indemnity - Subject to the limitations contained in the Act, and to the
extent he is otherwise fairly and reasonably entitled thereto, the Corporation
shall indemnify a Director or Officer, a former Director or Officer, or a person
who acts or acted at the Corporation's request as a Director or Officer of a
body corporate of which the Corporation is or was a Shareholder or creditor (or
a person who undertakes or has undertaken any liability on behalf of the
Corporation or any such body corporate) and his heirs and legal representatives,
against all costs, charges and expenses, including any amount paid to settle an
action or satisfy a judgment, reasonably incurred by him in respect of any
civil, criminal or administrative action or proceeding to which he is made a
party by reason of being or having been a Director or Officer of the Corporation
or such body corporate, if:

     (a)  he acted honestly and in good faith with a view to the best 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 that his conduct was lawful.

7.3 Insurance - Subject to the limitations contained in the Act, the Corporation
may purchase and maintain such insurance for the benefit of its Directors and
Officers as such, as the Board may from time to time determine.

8. SHARES

8.1 Allotment and Issue - The Board may from time to time allot, or grant
options to purchase the whole or any part of the authorized and unissued shares
of the Corporation at such times and to such persons and for such consideration
as the Board shall determine, provided that no share shall be issued until it is
fully paid as prescribed by the Act. Subject to the Articles, no holder of any
class of share of the capital of the Corporation shall be entitled as of right
to subscribe for, purchase or receive any part of any new or additional issue of
shares of any class, whether now or hereafter authorized or any bonds,
debentures or other securities convertible into shares of any class.

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


<PAGE>

                                     - 14 -

8.3 Registration of Transfer

     (a)  Subject to the provisions of the Act, no transfer of shares shall be
          registered in a securities register except upon presentation of the
          Certificate representing such shares with a transfer endorsed thereon
          or delivered therewith duly executed by the registered holder or by
          his attorney or successor duly appointed, together with such
          reasonable assurance or evidence of signature, identification and
          authority to transfer as the Board may from time to time prescribe,
          upon payment of all applicable taxes and any fees prescribed by the
          Board, upon compliance with such restrictions on transfer, if any, as
          are authorized by the Articles, and upon satisfaction of any lien
          referred to in Section 8.5.

     (b)  The signature of the registered owner of any shares, or of his duly
          authorized attorney, upon an authorized instrument of transfer shall
          constitute a complete and sufficient authority to the Corporation, its
          directors, officers and agents to register, in the name of the
          transferee as named in the instrument of transfer, the number of
          shares specified therein or, if no number is specified, all the shares
          of the registered owner represented by share certificates deposited
          with the instrument of transfer. If no transferee is named in the
          instrument of transfer, the instrument of transfer shall constitute a
          complete and sufficient authority to the Corporation, its directors,
          officers and agents to register, in the name of the person in whose
          behalf any certificate for the shares to be transferred is deposited
          with the Corporation for the purpose of having the transfer
          registered, the number of shares specified in the instrument of
          transfer or, if no number is specified, all the shares represented by
          all share certificates deposited with the instrument of transfer.

     (c)  Neither the Corporation nor any Director, Officer or agent thereof
          shall be bound to inquire into the title of the person named in the
          form of transfer as transferee, or, if no person is named therein as
          transferee, of the person on whose behalf the certificate is deposited
          with the Corporation for the purpose of having the transfer registered
          or be liable to any claim by such registered owner or by any
          intermediate owner or holder of the certificate or of any of the
          shares represented thereby or any interest therein for registering the
          transfer, and the transfer, when registered, shall confer upon the
          person in whose name the shares have been registered a valid title to
          such shares.

     (d)  Every instrument of transfer shall be executed by the transferor and
          left at the registered office of the Corporation or at the office of
          its transfer agent or branch transfer agent or registrar for
          registration together with the share certificate for the shares to be
          transferred and such other evidence if any, as the Directors or the
          transfer agent or branch transfer agent or registrar or branch
          registrar may require to prove the title of the


<PAGE>

                                     - 15 -

          transferor or his right to transfer the shares and the right of the
          transferee to have the transfer registered. All instruments of
          transfer where the transfer is registered shall be retained by the
          Corporation or its transfer agent or branch transfer agent or
          registrar or branch/registrar and any instrument of transfer, where
          the transfer is not registered, shall be returned to the person
          depositing the same together with the share certificate which
          accompanied the same when tendered for registration.

     (e)  There shall be paid to the Corporation in respect of the registration
          of any transfer such sum, if any, as the Directors may from time to
          time determine.

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

8.5 Lien for Indebtedness - If the Articles provide that the Corporation shall
have a lien on shares registered in the name of a Shareholder indebted to the
Corporation, such lien may be enforced, subject to any other provision of the
Articles and to any Unanimous Shareholder Agreement, by the sale of the shares
thereby affected or by any other action, suit, remedy or proceeding authorized
or permitted by law or by equity and, pending such enforcement, may refuse to
register a transfer of the whole or any part of such shares.

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

8.7 Share Certificates - Every holder of one or more shares of the Corporation
shall be entitled, at his option, to a share certificate, or to a
non-transferable written acknowledgement of his right to obtain a share
certificate, stating the number and list or series of shares held by him as
shown on the securities register. Share Certificates and acknowledgments of a
Shareholder's right to a share certificate, respectively, shall be in such form
as the Board shall from time to time approve. Any share certificate shall be
signed in accordance with Section 2.4 and need not be under the Corporate seal;
provided that, unless the Board otherwise determines, certificates representing
shares in respect of which a transfer agent and/or registrar has been appointed
shall not be valid unless countersigned by or on behalf of such transfer agent
and/or registrar. The signature of one of the signing Officers or, in the case
of share certificates which are not valid unless countersigned by or on behalf
of a transfer agent and/or registrar, the signatures of both signing Officers,
may be printed or mechanically reproduced in facsimile upon share certificates
and every such facsimile signature shall for all purposes be deemed to be the
signature of the Officer whose signature it reproduces and shall be binding upon
the Corporation.


<PAGE>

                                     - 16 -

A share certificate executed as aforesaid shall be valid notwithstanding that
one or both of the Officers whose facsimile signature appears thereon no longer
holds office at the date of issue of the Certificate.

8.8 Replacement of Share Certificates - The Board or any Officer or agent
designated by the Board may in its or his discretion direct the issue of a new
share certificate in lieu of and upon cancellation of a share certificate that
has been mutilated or in substitution for a share certificate claimed to have
been lost, destroyed or wrongfully taken or which does not comply as to form
with the requirements from time to time of the Act in this regard, on payment of
such fee as the Board may direct and on such terms as to indemnity,
reimbursement of expenses and evidence of loss and of title as the Board may
from time to time prescribe, whether generally or in any particular case.

8.9 Joint Shareholders - If two or more persons are registered as joint holders
of any share, the Corporation shall not be bound to issue more than one
certificate in respect thereof, and delivery of such certificate to one of such
persons shall be sufficient delivery to all of them. Any one of such persons may
give effectual receipts for the certificate issued in respect there or for any
dividend, bonus, return of capital or other money payable or warrant issuable in
respect of such share. Joint Shareholders may collectively designate in writing
an address as their recorded address for service of notice and payment of
dividends but in default of such designation the address of the first named
joint Shareholder shall be deemed to be the recorded address aforesaid.

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

9. DIVIDENDS AND RIGHTS

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

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


<PAGE>

                                     - 17 -

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

9.4 Record Date for Dividends and Rights - The Board may fix in advance a date,
preceding by not more than Fifty (50) days the date for the payment of any
dividend or the date for the issue of any warrant or other evidence of right to
subscribe for securities of the Corporation, as a record date for the
determination of the persons entitled to receive payment of such dividend or to
exercise the right to subscribe for such securities, provided that, where the
Corporation is a distributing Corporation for purposes of the Act, notice of any
such record date is given not less than seven (7) days before such record date
by newspaper advertisement and otherwise in the manner provided in the Act.
Where no record date is fixed in advance as aforesaid, 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.

9.5 Unclaimed Dividends - Any dividend unclaimed after a period of six (6) years
from the date on which the same has been declared to be payable shall be
forfeited and shall revert to the Corporation.

10. MEETINGS OF SHAREHOLDERS

10.1 Annual Meetings - The annual meetings of Shareholders shall be held at such
time in each year and, subject to the Act and to Section 10.4, at such place as
the Board, the Chairman of the Board, the Managing Director or the President may
from time to time determine, for the purpose of considering the financial
statements and reports required by the Act to be placed before the annual
meeting, electing Directors, appointing auditors and for the transaction of such
other business as may property be brought before the meeting.

10.2 Special Meetings - The Board, the Chairman of the Board, the Managing
Director or the President shall have power to call a special meeting of
Shareholders at any time.

10.3 Special Business - All business transacted at a special meeting of
Shareholders and all business transacted at an annual meeting of Shareholders,
except consideration of the financial statements, auditors reports, election of
directors and re-appointment of the incumbent auditors, is deemed to be special
business.

10.4 Place of Meeting - Subject to the Articles, meetings of Shareholders shall
be held in the City of Vancouver, British Columbia or at the registered office
of the Corporation or elsewhere in the municipality in which the registered
office is situated or, if the board shall so determine, at some other place in
the Yukon Territory or, if the Articles so provide at some other place outside
the Yukon Territory.


<PAGE>

                                     - 18 -

10.5 Notice of Meeting - Notice of the time and place of each meeting of
Shareholders shall be given in the manner provided in Section 12.1 not less than
twenty-one (21) or more than fifty (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, if any, 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 re-appointment of the incumbent auditor shall state the nature of
such business in sufficient detail to permit the Shareholder to form a reasoned
judgement thereon and shall state the text of any special resolution to be
submitted to the meeting. A Shareholder and any other person entitled to attend
a meeting of Shareholders may in any manner waive notice of or otherwise consent
to a meeting of Shareholders.

10.6 List of Shareholders Entitled to Notice - For every meeting of
Shareholders, at any time that the Corporation has more than fifteen (15)
Shareholders entitled to vote at a 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 entitled to vote
at the meeting held by each Shareholder. If a record date for the meeting is
fixed pursuant to Section 10.7, the Shareholders listed shall be those
registered or constructively registered pursuant to the Act at the close of
business of the record date, such list to be prepared on a day not later than
ten (10) days after such record date. If no record date is fixed, the list of
Shareholders shall be prepared no later than at the close of business on the day
immediately preceding the day on which notice of the meeting is given, or where
no such notice is given, the day on which the meeting is held. The list shall be
available for examination by any Shareholder during usual business hours at the
records office of the Corporation or at the place where the central securities
registrar is kept and at the place where the meeting is held.

10.7 Record Date for Notice - The Board may fix in advance a record date,
preceding the date of any meeting of Shareholders by not more than fifty (50)
days and not less than twenty-one (21) days for the determination of the
Shareholders entitled to notice of the meeting, provided that notice of any such
record date is given, not less than (7) days before such record date, by
newspaper advertisement in the manner provided in the Act. If no record date is
so fixed, the record date for the determination of the Shareholders entitled to
notice of the meeting shall be the close of business on the day immediately
preceding the day on which the notice is given, or if no notice is given, the
day on which the meeting is held.

10.8 Meetings Without Notice - A meeting of Shareholders may be held without
notice at any time and place permitted by the Act:

     (a)  if all the Shareholders entitled to vote thereat are present in person
          or represented by proxy or if those not present or represented by
          proxy waive notice of or otherwise consented to such meeting being
          held, and

     (b)  if the auditor and the Directors are present or waived notice of or
          otherwise consent to such meeting being held.


<PAGE>

                                     - 19 -

At such meeting any business may be transacted which the Corporation at a
meeting of Shareholders may transact. If the meeting is held at a place outside
the Yukon territory, Shareholders not present or represented by proxy, but who
have waived notice of or otherwise consented to such meeting, shall also be
deemed to have consented to the meting being held at such place.

10.9 Meetings by Telephone - If all the Shareholders consent, a Shareholder may
participate in a meeting of Shareholders by means of such telephone or other
communications facilities as permit all persons participating in the meeting to
hear each other, and a Shareholder participating in such a meeting by such
consent shall be effective whether given before or after the meeting to which it
relates.

10.10 Chairman, Secretary and Scrutineers - The Chairman of any meeting of
Shareholders shall be the first mentioned of such of the following Officers as
have been appointed and who is present at the meeting: Chairman of the Board,
President, Managing Director, or a Vice-President. If no such Officer is present
within fifteen (15) minutes from the time fixed for holding the meeting, the
person present and entitled to vote shall choose on of their number to be
Chairman. If the Secretary of the Corporation is absent, the Chairman shall
appoint some person, who need not be a Shareholder, to act as Secretary of the
meeting. If desired, one or more scrutineers, who need not be Shareholders, many
be appointed by a resolution or by the Chairman 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 shall be those entitled to vote thereat, the
Directors and auditor of the Corporation and others who, although not entitled
to vote, are entitled or required under any provision of the Act or Articles or
By-Laws to be present at the meeting. Any other person may be admitted only on
the invitation of the Chairman of the meeting or with the consent of the
meeting.

10.12 Quorum - Subject to Sections 10.23, 10.24, and the Act, a quorum for the
transaction of business at any meeting of Shareholders shall be two (2) persons
present in person, each being a Shareholder entitled to vote thereat or a duly
appointed proxy for an absent Shareholder so entitled and together holding or
representing by proxy not less than five percent (5%) of the outstanding shares
of the Corporation entitled to vote at the meeting save and except if there is
only one Shareholder the quorum shall consist of that one Shareholder. If a
quorum is present at the opening of any meeting of Shareholders, the
Shareholders present or represented by proxy may proceed with the business of
the meeting notwithstanding that a quorum is not present throughout the meeting.
If a quorum is not present within one-half hour of the time appointed for
convening of any meeting of Shareholders, the Shareholders present or
represented by proxy may adjourn the meeting to a fixed time and place subject
to Section but may not transact any other business provided, however, that if no
provision for adjournment is made at any such meeting or adjourned meeting at
which a quorum is not present, the meeting shall be dissolved.

10.13 Right to Vote - Record Date for Voting - Subject to the provisions of the
Act as to authorized representative of any other body corporate, at any meeting
of Shareholders in


<PAGE>

                                     - 20 -

respect of which the Corporation has prepared the list referred to in Section
10.6, every person who is named in such list shall be entitled to vote the
shares shown thereon opposite his name except, where the Corporation has fixed a
record date in respect of such meeting pursuant to Section 10.7, to the extent
that such person has transferred any of his shares after such record date and
the transferee, upon producing properly endorsed Certificates evidencing such
shares or otherwise establishing that he owns such shares, demands not later
than ten (10) days before the meeting that his name be included in such list, in
which event the transferee alone shall be entitled to vote the transferred
shares at the meeting. Where the transferee alone shall be entitled to vote the
transferred shares at the meeting. Where no record date for notice has been
fixed and no notice of meeting given, or in the absence of a list prepared as
aforesaid in respect of a meeting of Shareholders, every person shall be
entitled to vote at the meeting who at the time is entered in the securities
register as the holder of one or more shares carrying the right vote at such
meeting.

10.14 Proxies

     (a)  Subject to subparagraph 10.14(c) every Shareholder entitled to vote at
          a meeting of Shareholders, may appoint a proxyholder, or one or more
          alternate proxy holders, who need not be Shareholders, to attend and
          act at the meeting in the manner and to the extent authorized and with
          the authority conferred by the proxy. A proxy shall be in writing
          executed by the Shareholder or his attorney and shall conform with the
          requirements of the Act. An instrument of proxy shall be valid only at
          the meeting in respect of which it is given or any adjournment
          thereof.

     (b)  Subject to subparagraph 10.14(c) any corporation, other than a
          Prohibited Corporate Shareholder, which is a Shareholder of the
          Corporation may by resolution of its Directors or other governing body
          authorize such person as it thinks fit to act as its representative at
          any meeting or class meeting. The person so authorized shall be
          entitled to exercise in respect of and at such meeting the same powers
          on behalf of the corporation which he represents as that corporation
          could exercise if it were an individual member of the Corporation
          personally present, including, without limitation, the right, unless
          restricted by such resolution, to appoint a proxyholder to represent
          such corporation, and shall, if present at the meeting, be counted for
          the purpose of forming a quorum and be deemed to be a may be sent to
          the Corporation by written instrument, telegram, telex or any method
          of transmitting legibly recorded messages.

     (c)  Professional Corporation - Notwithstanding subparagraphs 10.14(a) and
          10.14(b), the appointing of a proxy holder or one or more alternate
          proxy holders or the entering into of a voting trust agreement or
          other type of agreement vesting voting rights shall be subject to any
          restrictions or qualifications provided for in any act or regulation
          to which the Corporation or its Shareholders are subject to, including
          but not limited to the Legal Professions Act and the Medical
          Professions Act.


<PAGE>

                                     - 21 -

10.15 Time for Deposit of Proxies - The Board may specify in a notice calling a
meeting of Shareholders a time, preceding the time of such meeting by not more
than forty-eight (48) hours exclusive of non-business days, before which time
proxies to be used at such meeting must be deposited. A proxy shall be acted
upon only if, prior to the time so specified, it shall have been deposited with
the Corporation or any agent thereof specified in such notice or, if no such
time is specified in such notice, unless it has been received by the Secretary
of the Corporation or by the Chairman of the meeting or any adjournment thereof
prior to the time of voting.

10.16 Joint Shareholders - If two or more persons hold shares jointly, any one
of them present in person or represented by proxy at a meeting of Shareholders
may, in the absence of the other or others, vote the shares but if two or more
of those persons are present in person or represented by proxy and vote, they
shall vote as one on the shares jointly held by them and in the absence of
agreement between those so voting the person named first in the Register shall
vote the shares.

10.17 Votes to Govern - At any meeting of Shareholders every question shall,
unless otherwise required by the Articles or By-Laws or by law, be determined by
the majority of the votes cast on the question. In case of an equality of votes
either upon a show of hands or upon a poll, the Chairman of the meeting
shall/shall not be entitled to a second or casting vote.

10.18 Motion - The Chairman may propose or second a motion.

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

10.20 Ballots

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


<PAGE>

                                     - 22 -

     (b)  No ballot may be demanded on the election of a Chairman. A ballot
          demanded on a question of adjournment shall be taken forthwith. A
          ballot demanded on any other question shall be taken as soon as, in
          the opinion of the chairman, is reasonably convenient, but in no event
          later than seven (7) days after the meeting and at such time and place
          and in such manner as the chairman of the meeting directs. The result
          of the ballot shall be deemed to be the resolution of and passed at
          the meeting at which the ballot was demanded. Any business other than
          that upon which the ballot has been demanded may be proceeded with
          pending the taking of the ballot. In any dispute as to the admission
          or rejection of a vote the decision of the chairman made in good faith
          shall be final and conclusive.

10.21 Adjournment - If a meeting of Shareholders is adjourned for less than
thirty (30) days, it shall not be necessary to give notice of the adjourned
meeting, other than by announcement at the earliest meeting that it is
adjourned. If a meeting of Shareholders is adjourned by one or more adjournments
for an aggregate of thirty (30) days or more, notice of the adjourned meeting
shall be given as for an original meeting. At any such adjourned meeting no
business shall be transacted other than business left unfinished at the meeting
from which the adjournment took place.

10.22 Resolution in Writing - A resolution in writing signed by all the
Shareholders entitled to vote on that resolution at a meeting of Shareholders is
as valid as if it had been passed at a meeting of the Shareholders, and shall be
held to relate to any date therein stated to be the effective date thereof.

10.23 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 by proxy constitutes a meeting.

10.24 Only Two Shareholders - Where the Corporation has only one Shareholder a
quorum for transaction of business at any meeting of Shareholders shall be one
(1) person present in person, being a Shareholder entitled to vote thereat, or a
duly appointed proxy of said Shareholder, holding not less than ten (10%)
percent of the outstanding shares of the Corporation entitled to vote at the
meeting.

11. DIVISIONS AND DEPARTMENTS

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


<PAGE>

                                     - 23 -

11.2 Name of Division - Subject to the Act any division or its sub-units may be
designated by such name as the Board may from time to time determine and may
transact business, enter into contracts, sign cheques and other documents of any
kind and do all acts and things under such name, provided that the Corporation
shall set out its name in legible characters in all contracts, invoices,
negotiable instruments and orders for goods or services, documents shall be
binding upon the Corporation as if it had been entered or signed in the name of
the Corporation.

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

12. NOTICES

12.1 Method of Giving Notices - Any notice (which term incudes any communication
or document) to be given (which term includes sent, delivered or served)
pursuant to the Act, the regulations thereunder, the Articles, the By-Laws or
otherwise to a Shareholder, Director, Officers, auditor or member of a Committee
of Directors shall be sufficiently given if delivered personally to the person
to whom it is to be given or if delivered to his recorded address by any means
of prepaid transmitted or recorded communication. A notice so delivered shall be
deemed to have been given when it is delivered personally or to the recorded
address as aforesaid; a notice so mailed shall be deemed to have been received
by him at the time it would be delivered to the appropriate communication
corporation or agency or its representative for dispatch. Subject to the Act, a
notice of meeting of Shareholders shall be deemed to have been sent to the
Shareholder on the day on which it is deposited in the mail. The Secretary may
change or cause to be changed the recorded address of any Shareholder, Director,
Officer, auditor or member of a Committee of Directors in accordance with any
information believed by him to be reliable.

12.2 Notice of Joint Shareholders - If two or more persons are registered as
joint holders of any share, any notice shall be addressed to all of such joint
holders but notice given to any one or more of such persons at the recorded
address for such joint shareholders shall be sufficient notice to all of them.

12.3 Computation of Time - In computing the date when notice must be given under
any provision requiring a specified number of days notice of any meeting or
other event, the date of giving the notice shall be excluded and the date of the
meeting or other event in respect of which the notice is being given shall be
included.

12.4 Undelivered Notices - If any notice given to a Shareholder pursuant to
Section 12.2 is returned on three (3) consecutive occasions because he cannot be
found or served or is unknown at his recorded address, the Corporation shall not
be required to give any further notices to such Shareholder until he informs the
Corporation in writing of his new recorded address.


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12.5 Proof of Service - A certificate of the Secretary or other duly authorized
Officer of the Corporation in office at the time of the making of the
certificate, or of any agent of the Corporation as to the facts in relation to
the mailing or delivery sending of any notice to any Shareholder, Director, the
auditors, or conclusive evidence thereof and shall be binding on every
Shareholder, Director, the auditors or any Officer of the Corporation as the
case may be.

12.6 Omissions and Errors - The accidental omission to give any notice to any
Shareholder, Director, Officer, auditor or member of a Committee of Directors or
the non-receipt of any notice by any action taken at any meeting held pursuant
to such notice or otherwise founded thereon.

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

12.8 Waiver of Notice - Any Shareholder (or his duly appointed proxyholder),
Director, Officer, auditor or member of a Committee of Directors may at any time
waive the sending of any notice, or waive or abridge the time for any notice,
required to be given to him under any provision of the Act, the regulations
thereunder, the Articles, the By-Laws or otherwise and such waiver or
abridgement shall cure any default in the giving or the time of such notice, as
the case may be. Any such waiver or abridgement shall be in writing except an
waiver of notice of a meeting of Shareholders or of the Board which may be given
in any manner.

This is page 24 of a By-Law relating generally to the transaction of the
business and affairs of Solucorp Industries Ltd.