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                                                                     EXHIBIT 1.2

                                  BY-LAW NO. 1
                                       of
                      CAPITAL ENVIRONMENTAL RESOURCE INC./
                    RESSOURCES ENVIRONNEMENTALES CAPITAL INC.
                               (the "Corporation")

                              1. REGISTERED OFFICE

1.1. REGISTERED OFFICE. The registered office of the Corporation shall be
in the place within Ontario specified in the articles of the Corporation and
at such location therein as the directors may from time to time determine.

                                2. CORPORATE SEAL

2.1. CORPORATE SEAL. Until changed by the directors the corporate seal of
the Corporation shall be in the form impressed in the margin hereof.

                                  3. DIRECTORS

3.1. NUMBER AND QUORUM. The number of directors shall be not fewer than the
minimum and not more than the maximum provided in the articles at least 2 of
whom shall not be officers or employees of the Corporation of any or any of its
affiliates. The number of directors shall be determined by the directors when
they are empowered by special resolution to make such determination and
otherwise the number of directors shall be determined by special resolution. A
majority of the number of directors so determined or such greater number as may
be fixed by the directors or shareholders shall constitute a quorum for the
transaction of business at any meeting of directors.

3.2. QUALIFICATION. No person shall be qualified to be a director if such person
is less than eighteen years of age; if such person is of unsound mind and has
been so found by a court in Canada or elsewhere; or if such person has the
status of a bankrupt. A majority of the directors shall be resident Canadians.

3.3. ELECTION AND TERM OF OFFICE. At each annual meeting of the shareholders,
directors shall be elected to hold office until the expiration of the term for
which they are elected, which shall not exceed a term which ends at the third
annual meeting of shareholders following such election. The directors of the
Corporation shall be divided into two classes as nearly equal in size as
practicable, herby designated Class I and Class II. The term of the office of
the initial Class I directors shall expire at the next annual meeting of the
shareholders following such election and the term of office of the initial Class
II directors shall expire at the second annual


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meeting of the shareholders following such election. At each annual meeting
of the shareholders, directors to replace those of a class whose terms
expire at such annual meeting shall be elected to hold office until the
second annual meeting following such election or until their respective
successors shall have been duly elected and qualified. Retiring directors are
eligible for re-election.

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

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

3.6. VACANCIES. Subject to the Act, a quorum of directors may fill a vacancy
among the directors. A director appointed or elected to fill a vacancy holds
office for the unexpired term of such director's predecessor.

3.7. ACTION BY DIRECTORS. The directors shall manage or supervise the management
of the business and affairs of the Corporation. The powers of the directors may
be exercised at a meeting (subject to sections 3.8 and 3.9) at which a quorum is
present or by resolution in writing signed by all the directors entitled to vote
on that resolution at a meeting of the directors. Where there is a vacancy in
the board of directors the remaining directors may exercise all the powers of
the board so long as a quorum remains in office.

3.8. CANADIAN MAJORITY AT MEETINGS. The directors shall not transact business at
a meeting other than filling a vacancy in the board unless a majority of
directors present are resident Canadians or if a resident Canadian director who
is unable to be present approves in writing or by telephone or other
communications facilities the business transacted at the meeting and a majority
of resident Canadian directors would have been present had that director been
present at the meeting.


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3.9. MEETING BY TELEPHONE. If all the directors of the Corporation present at or
participating in the meeting consent, a meeting of directors or of a committee
of directors may be held by means of such telephone, electronic or other
communication facilities as permit all persons participating in the meeting to
communicate with each other simultaneously and instantaneously, and a director
participating in such a meeting by such means is deemed to be present at that
meeting.

3.10. PLACE OF MEETINGS. Meetings of directors may be held at any place within
or outside of Ontario. A majority of the meetings of directors need not be held
within Canada in any financial year of the Corporation.

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

3.12. NOTICE OF MEETING. Notice of the time and place of each meeting of
directors shall be given to each director by telephone not less than 48 hours
before the time of the meeting or by written notice not less than four days
before the day of the meeting and need not specify the purpose of or the
business to be transacted at the meeting. Meetings of the directors may be held
at any time without notice if all the directors have waived or are deemed to
have waived notice.

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

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

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

3.16. CHAIRMAN. The Chairman of the Board, or in the absence of the Chairman,
the President if a director, or in the absence of the President, a director
chosen by the directors at the meeting shall be the chairman of any meeting of
directors.


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3.17. VOTING AT MEETINGS. Questions arising at any meeting of directors shall be
decided by a majority of votes. The Chairman of the Board shall not be entitled
to a casting vote in the event of equality of votes.

3.18. CONFLICT OF INTEREST. A director or officer who is a party to, or who is a
director or officer of or has a material interest in, any 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 such
director's or officer's interest at the time and in the manner provided by the
Act.

3.19. REMUNERATION AND EXPENSES. The directors shall be paid such remuneration,
if any, as the directors may from time to time by resolution determine. The
directors shall also be entitled to be paid their reasonable travelling and
other expenses properly incurred by them in going to, attending and returning
from meetings of directors or committees of directors. If any director or
officer of the Corporation shall be employed by or shall perform services for
the Corporation otherwise than as a director or officer or shall be a member of
a firm or a shareholder, director or officer of a body corporate which is
employed by or performs services for the Corporation, the fact of such director
or officer being a director or officer of the Corporation shall not disentitle
such director or officer or such firm or body corporate, as the case may be,
from receiving proper remuneration for such services.

                                  4. COMMITTEES

4.1. COMMITTEES. The directors may designate one or more committees, each
committee to consist of one or more of the directors of the Corporation. The
directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not such member or members constitute a quorum, may
unanimously appoint another director to act at the meeting in the place of any
such absent or disqualified member. Any such committee, to the extent provided
in the resolution of the directors, shall have and may exercise all the powers
and authority of the directors in the management of the business and the affairs
of the Corporation, and may authorize the seal of the Corporation to be affixed
to all papers which may require it; but no such committee shall have the power
of authority in reference to approving or adopting, or recommending to the
shareholders, any action or matter expressly required by law to be submitted to
shareholders for approval, or adopting, amending or repealing this By-law.


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

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

                                   5. OFFICERS

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

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

5.3. THE CHAIRMAN OF THE BOARD. The Chairman of the Board, if any, shall be
appointed from among the directors and shall, when present, be chairman of
meetings of shareholders and directors and shall have such other powers and
duties as the directors may determine. The Chairman may or may not be an officer
of the Corporation.

5.4. CHIEF EXECUTIVE OFFICER. Unless the directors otherwise determine, the
Chairman of the Board shall be the Chief Executive Officer of the Corporation
and as such shall, in addition to any other powers and duties determined by the
directors from time to time, have general charge and control of the business
affairs of the Corporation.

5.5. THE PRESIDENT. Unless the directors otherwise determine, the President
shall be the Chief Operating Officer of the Corporation and shall have such
powers and duties as the directors or the Chief Financial Officer may determine
and in the absence of the Chairman of the Board and the absence of the Chief
Executive Officer if not also the Chairman of the Board, shall be chairman at
meetings of shareholders and directors when present.


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5.6. EXECUTIVE VICE-PRESIDENT. An Executive Vice-President shall have such
powers and duties as the directors or the Chief Executive Officer may determine.

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

5.8. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall be responsible
for financial matters of the Corporation and shall keep proper books of account
and accounting records with respect to all financial and other transactions of
the Corporation; shall be responsible for the deposit of money, the safe-keeping
of securities and the disbursement of the funds of the Corporation; shall render
to the directors when required an account of all his or her transactions as
Chief Financial Officer and of the financial position of the Corporation; and
shall have such other powers and duties as the directors or the Chief Executive
Officer may determine.

5.9. OTHER OFFICERS. The powers and duties of all other officers shall be such
as the directors or the Chief Executive Officer may determine. Any of the powers
and duties of an officer to whom an assistant has been appointed may be
exercised and performed by such assistant, if the directors or the Chief
Executive Officer so direct.

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

5.11. CONFLICT OF INTEREST. An officer shall disclose such officer's interest in
any material contract or proposed material contract in accordance with section
3.18.

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


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                 6. PROTECTION OF DIRECTORS, OFFICERS AND OTHERS


6.1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Corporation shall indemnify
a director or officer, a former director or officer or a person who acts or
acted at the Corporation's request as a director or officer of a body corporate
of which the Corporation is or was a shareholder or creditor, and the heirs and
legal representatives of such a person to the extent permitted by the Act.

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

                           7. MEETINGS OF SHAREHOLDERS

7.1. ANNUAL MEETINGS. The annual meeting of the shareholders shall be held at
the registered office of the Corporation or at such other place, in or outside
Ontario, at such time in each year as the directors may determine, for the
purpose of receiving the reports and statements required to be placed before the
shareholders at an annual meeting, electing directors, appointing an auditor or
auditors, and for the transaction of such other business as may properly be
brought before the meeting.

7.2. OTHER MEETINGS. The directors shall have power at any time to call a
special meeting of shareholders to be held at such time and at such place, in or
outside Ontario, as may be determined by the board of directors. In addition to
the requirements under the Act with respect to the requisition of meetings of
the shareholders by the shareholders, the directors shall call a special meeting
of the shareholders upon the requisition of holders of at least 20 per cent of
the shares of the Corporation then outstanding.

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


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

7.5. 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, the auditor and other persons who are entitled or required under any
provision of the Act or the articles or by-laws of the Corporation to attend a
meeting of shareholders of the Corporation. Any other person may be admitted
only on the invitation of the chairman of the meeting or with the consent of the
meeting.

7.6. CHAIRMAN. The Chairman of the Board, or in the absence of the Chairman or
the Chief Executive Officer (if not the Chairman), the President, or in the
absence of the President, a person chosen by a vote at the meeting shall be
chairman of meetings of shareholders.

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

7.8. QUORUM. The holders of not less than one third of the outstanding shares
entitled to vote at a meeting of shareholders, whether present in person or
represented by proxy, shall constitute a quorum for the transaction of business
at any meeting of shareholders.

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

     7.9.1. if a record date is fixed as hereinbefore provided, not later than
     ten days after that date;


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     7.9.2. if no record date is fixed, at the close of business on the day
     immediately preceding the day on which the notice is given, or where no
     notice is given, on the day on which the meeting is held.

         A person named in the said list is entitled to vote the shares shown
opposite such person to name at the meeting to which the list relates, except to
the extent that the person has transferred any of such person's shares and the
transferee of those shares produces properly endorsed share certificates, or
otherwise establishes that such transferor owns the shares, and demands, not
later than ten days before the meeting that the transferee's name be included in
the list before the meeting, in which case the transferee is entitled to vote
the shares of the transferee at the meeting.

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

7.11. REPRESENTATIVES. Where a body corporate or association is a shareholder of
the Corporation, the Corporation shall recognize any individual authorized by a
resolution of the directors or governing body of the body corporate or
association to represent it at meetings of shareholders of the Corporation. An
individual so authorized may exercise on behalf of the body corporate or
association such individual represents all the powers it could exercise if it
were an individual shareholder.

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

7.13. PROXYHOLDERS. Every shareholder entitled to vote at a meeting of
shareholders may by means of a proxy appoint a proxyholder or one or more
alternate proxyholders, who need not be shareholders, as such shareholder's
nominee to attend and act at the meeting in the manner, to the extent and with
the authority conferred by the proxy. A proxyholder or an alternate proxyholder
has the same rights as the shareholder who appointed a proxyholder and alternate
proxyholder to speak at a meeting of shareholders in respect of any matter, to
vote by


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way of ballot at the meeting and, except where a proxyholder or an alternate
proxyholder has conflicting instructions from more than one shareholder, to vote
at such meeting in respect of any matter by way of any show of hands. A proxy
shall be executed by the shareholder or such shareholder's attorney authorized
in writing or, if the shareholder is a body corporate, by an officer or attorney
thereof duly authorized and ceases to be valid one year from its date. A proxy
shall be in such form as may be prescribed from time to time by the directors or
in such other form as the chairman of the meeting may accept and as complies
with all applicable laws and regulations.

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

7.15. VOTING. Except as otherwise provided in the articles of the Corporation,
each shareholder shall be entitled to one vote for each share registered in the
name of such shareholder upon the books of the Corporation.

7.16. VOTES TO GOVERN. Subject to the Act and the articles of the Corporation,
at all meetings of shareholders every question shall be decided by a majority of
the votes cast on the question. The chairman of the meeting shall not be
entitled to a casting vote in the event of equality of votes.

7.17. BALLOTS. When directed by the presiding officer or upon the demand of any
shareholder, the vote upon any matter before a meeting of the shareholders shall
be by ballot and each person present and entitled to vote at the meeting shall,
unless the articles of the Corporation otherwise provide, be entitled to one
vote for each share in respect of which such person is entitled to vote at the
meeting. A demand for a ballot may be withdrawn at any time prior to taking of a
poll on the ballot.

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


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7.15. RESOLUTION IN LIEU OF MEETING. A resolution in writing signed by all the
shareholders entitled to vote on that resolution at a meeting of shareholders is
as valid as if it had been passed at a meeting of shareholders except where a
written statement in respect thereof has been submitted by a director or where
representations in writing are submitted by the auditor of the Corporation, in
either case, in accordance with the Act.

                                    8. SHARES

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

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

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


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

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

8.6. NON-RECOGNITION OF TRUST. Subject to the Act, the Corporation may treat the
registered holder of any share as the person exclusively entitled to vote, to
receive notices, to receive any dividend or other payment in respect of the
share, and to exercise all the rights and powers of an owner of the share.

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


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                             9. DIVIDENDS AND RIGHTS

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

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

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

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

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


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                                   10. NOTICES

10.1. GENERAL. A notice or document required by the Act, the regulations
thereunder, the articles or the by-laws of the Corporation to be sent to a
shareholder or director of the Corporation may be sent by prepaid mail addressed
to, or may be delivered personally or by electronic means of communication to
the shareholder at the latest address of the shareholder as shown in the records
of the Corporation or to the director at the latest address of such director as
shown in the records of the Corporation or in the most recent notice filed under
the Corporations Information Act, whichever is the more current. A notice or
document if mailed to a shareholder or director of the Corporation shall be
deemed to have been given when deposited in a post office or public letter box.
A notice sent by electronic means of communication shall be deemed to have been
given when sent by such means. If the Corporation sends a notice or document to
a shareholder in accordance with this section and the notice or document is
returned on three consecutive occasions because the shareholder cannot be found,
the Corporation is not required to send any further notices or documents to the
shareholder until the shareholder informs the Corporation in writing of the new
address of such shareholder.

10.2. COMPUTATION OF TIME. In computing the time when a notice or document must
be given or sent under any provision requiring a specified number of days'
notice of any meeting or other event, a "day" shall mean a clear day and the
period of days shall be deemed to commence the day following the event that
began the period and shall be deemed to terminate at midnight of the last day of
the period except that if the last day of the period falls on a Sunday or
holiday the period shall terminate at midnight of the day next following that is
not a Sunday or holiday.

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

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

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


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                                     - 15 -


10.6. SIGNATURE ON NOTICE. The signature on any notice or document given by the
Corporation may be printed or otherwise mechanically reproduced thereon or
partly printed or otherwise mechanically reproduced thereon.

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

                         11. BUSINESS OF THE CORPORATION

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

11.2. BANK ACCOUNTS, CHEQUES, DRAFTS AND NOTES. The Corporation's bank accounts
shall be kept in such chartered bank or banks, trust company or trust companies
or other firm or corporation carrying on a banking business as the directors may
by resolution from time to time determine. Cheques on bank accounts, drafts
drawn or accepted by the Corporation, promissory notes given by it, acceptances,
bills of exchange, orders for the payment of money and other instruments of a
like nature may be made, signed, drawn, accepted or endorsed, as the case may
be, by such officer or officers, person or persons as the directors may by
resolution from time to time name for that purpose. Cheques, promissory notes,
bills of exchange, orders for the payment of money and other negotiable paper
may be endorsed for deposit to the credit of any one of the Corporation's bank
accounts by such officer or officers, person or persons, as the directors may by
resolution from time to time name for that purpose, or they may be endorsed for
such deposit by means of a stamp bearing the Corporation's name.


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                                     - 16 -


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

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

                               12. INTERPRETATION

12.1. In this by-law, wherever the context requires or permits, the singular
shall include the plural and the plural the singular; the word "person" shall
include firms and corporations, and masculine gender shall include the feminine
and neuter genders. Wherever reference is made to any determination or other
action by the directors such shall mean determination or other action by or
pursuant to a resolution passed at a meeting of the directors, or by or pursuant
to a resolution consented to by all the directors as evidenced by their
signatures thereto. Wherever reference is made to "the BUSINESS CORPORATIONS
ACT" or the "Act", it shall mean the BUSINESS CORPORATIONS ACT of the Province
of Ontario, and every other act or statute incorporated therewith or amending
the same, or any act or statute substituted therefor. Unless the context
otherwise requires, all words used in this by-law shall have the meanings given
to such words in the Act.

         ENACTED this 6th day of January, 2003.


/s/ DAVID SUTHERLAND-YOEST             /s/ THOMAS E. DURKIN, III
-----------------------------------    ----------------------------------------
David Sutherland-Yoest                 Thomas E. Durkin, III
Chairman of the Board                  Secretary