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BY-LAW NO. 1

A by-law relating generally to the conduct of the affairs of
  Medicure Inc.

BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of Medicure Inc. (hereinafter referred to as the “Corporation”).

SECTION ONE

I Interpretation

|1.01 | Definitions- In this by-law and all other by-laws and
      special resolutions of the Corporation unless the context otherwise requires:
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|     | (a)                                                                                                                                      
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|     | (b)                                                                                                                                      
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|     | (c)                                                                                                                                      
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|     | (d)                                                                                                                                      
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|     | (e)                                                                                                                                      
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|     | (f)                                                                                                                                      
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|     | (g)                                                                                                                                      

Words and expressions defined in the Act have the same meanings when used herein.

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|1.02 | In all by-laws of the Corporation, where the context so requires or permits,
      the singular shall include the plural and the plural the singular; the word
      “person” shall include an individual, partnership, corporation,
      executor, administrator and legal representative, and the masculine shall
      include the feminine.
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SECTION TWO

II Business of the Corporation

|2.01 | Registered Office- Until changed in accordance with the Act, the
      registered office of the Corporation shall be at Winnipeg in the Province
      of Manitoba and at such location therein as determined by the board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|2.02 | Execution of instruments- Any contract, document or other instrument
      in writing requiring execution by the Corporation shall be executed by any
      two Officers of the Corporation, and all contracts, documents or other instruments
      in writing so executed shall be binding upon the Corporation without any
      further authorization or formality. The board is authorized from time to
      time by resolution to appoint any officer or officers or any other person
      or persons on behalf of the Corporation to execute, either manually or by
      facsimile signature, and deliver either contracts, documents or other instruments
      in writing generally or specific contracts, documents or other instruments
      in writing. The term "contracts, documents or other instruments in writing"
      as used in this by-law shall include, specifically but without limitation,
      deeds, mortgages, charges, security agreements, conveyances, releases, receipts
      and discharges for the payment of money or other obligations, transfers
      and assignments of property of all kinds, including, specifically but without
      limitation, transfers and assignments of shares, warrants, bonds, debentures
      or other securities and all paper writings.
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|2.03 | Banking Arrangements- The banking business of the Corporation
      shall be transacted with such chartered banks, trust companies, credit unions
      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 prescribe or authorize.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|2.04 | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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|     | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|2.05 | 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 the 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.

SECTION THREE

III Borrowing

|3.01 | The board may, without the authorization of the shareholders:
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|     | (a)                                                          
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|     | (b)                                                          
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|     | (c)                                                          
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|     | (d)                                                          

SECTION FOUR

IV Directors

|4.01 | Number of Directors, Residency and Quorum- The articles of the
      Corporation provide that the Corporation shall have a board consisting of
      a minimum and maximum number of directors. Subject to subsection 105(4)
      of the Act, a majority of the directors of the
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|     | Corporation shall be resident Canadians. The exact number of
      directors to form the board (the “Designated Number”) shall
      be determined from time to time by the directors of the Corporation entitled
      to vote at regular directors’ meetings. A quorum of the board shall
      be a majority of the Designated Number of the board. No business shall be
      transacted at a meeting unless a quorum is present and, subject to subsection
      105(4), a majority of the directors present are resident Canadians at the
      time of the transaction of such business. Notwithstanding a vacancy among
      the directors, a quorum of directors may exercise all the powers of the
      board.
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|4.02 | Qualification- A director need not be a shareholder
      and shall otherwise be qualified to be a director of the Corporation provided
      that such person is not otherwise disqualified pursuant to the provisions
      of subsection 105(4) of the Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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|4.03 | Election and Term- The election of directors shall
      take place at each annual meeting of shareholders and all directors then
      in office shall retire but, if qualified, shall be eligible for re-election.
      The election of directors shall be by ordinary resolution of the shareholders.
      If an election of the directors is not held at the proper time, the incumbent
      directors shall continue in office until their successors are elected. No
      election or appointment of a person as a director shall be effective unless:                                                                                                                                                          
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|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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|4.04 | Removal of Director- Subject to the provisions of the
      Act, the shareholders of the Corporation may by ordinary resolution at a
      special meeting remove any director or directors from office and may elect
      any qualified person or persons in his or their stead for the remainder
      of his or their term.                                                                                                                                                                                                                                                                                                                                                                                           
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|4.05 | Vacation of Office- The office of a director shall
      be vacated upon the occurrence of any one of the following events:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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|4.06 | Vacancies- Subject to the Act, a quorum of the board may 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. In the absence of a quorum of the board,
      or if the 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 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.                                                                                                                                                                                       
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|4.07 | Appointment of Additional Directors- In accordance with the articles
      of the Corporation, the directors may, between annual general meetings of
      the shareholders of the Corporation, appoint one or more additional directors
      of the Corporation to serve until the next annual general meeting of the
      shareholders of the Corporation, provided that the number of additional
      directors so appointed shall not at any time exceed one third (1/3) of the
      number of directors who held office at the expiration of the last annual
      meeting of the shareholders of the Corporation.                                                                                                                                                                                                                                         
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|4.08 | Place of Meetings- Meetings of the board may be held at any place.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|4.09 | Calling of Meetings- Meetings of the board may be called upon
      48 hours notice in writing or by telephone by either the President or any
      two officers or directors of the Corporation. Any meeting of directors may
      be held at any place and time without such notice if all the directors are
      present or if a quorum is present and those directors who are absent have
      signified their consent to the holding of the meeting by an instrument in
      writing or subsequently thereto signify their consent in writing. Any resolution
      passed or proceeding had or action taken at such meeting shall be as valid
      and effectual as if it had been passed or taken at a meeting duly called.
      Notice of any meeting or any irregularity in any meeting or in the notice
      thereof may be waived by any director.
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|4.10 | Meetings by Telephone- If all the directors consent, a director
      may participate in a meeting of the board or of a committee of the board
      by means of such telephone or other communications facilities as permit
      all persons participating in the meeting to hear each other and a director
      participating in such a meeting by such means is deemed to be present at
      the meeting. Any such consent shall be effective whether given before or
      after the meeting to which it relates and may be given with respect to all
      meetings of the board and of committees of the board held while a director
      holds office.                                                                                                                                                                                                   
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|4.11 | Meeting of Board Without Notice- For the first meeting of the
      board to be held immediately following the election of directors at an annual
      or general meeting of shareholders or for a meeting of the board at which                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|     | a director is appointed to fill a vacancy in the board, no notice of
      such meeting shall be necessary to the newly elected or appointed director
      or directors in order for the meeting to be duly constituted, provided that
      a quorum of directors is present.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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|4.12 | Voting at Meetings- Questions arising in any meeting of directors
      shall be decided by majority vote of such directors. Provided he is a director,
      the chairman at all directors meetings may move, second or vote upon any
      resolution, by-law or any other matter or thing and may act in any matter
      whatsoever as if he were a director only and not chairman of the meeting.
      If the chairman is not a director, he shall not move, second or vote upon
      any resolution, by-law or on any other matter or thing. In case of an equality
      of votes, the chairman at the meeting shall not have a second or casting
      vote.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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|4.13 | Chairman- The Chairman of the Board, if such an officer has been
      elected and is present, otherwise the President, or in his absence a Vice-President,
      failing whom the Secretary, shall be the chairman of any meetings of the
      board. If no such officer is present at any meeting of the board, the directors
      present shall choose one of their number to act as chairman of such meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|4.14 | Conflict of Interest- A director shall not be disqualified by
      reason of his office from contracting with the Corporation or a subsidiary
      thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|     | Subject to the provisions of the Act, a director shall not by reason
      only of his office be accountable to the Corporation or its share-holders
      for any profit or gain realized from a contract or transaction in which
      he has an interest. Such contract or transaction shall not be voidable by
      reason only of such interest, or by reason only of the presence of a director
      so interested at a meeting, or by reason only of his presence being counted
      in determining a quorum at a meeting of the directors at which such a contract
      or transaction is approved, provided that a declaration and disclosure of
      such interest shall have been made at the time and in the manner prescribed
      by section 120 of the Act, and the director so interested shall have refrained
      from voting as a director on the resolution approving the contract or transaction
      (except as permitted by the Act) and such contract shall have been reasonable
      and fair to the Corporation and shall have been approved by the directors
      or shareholders of the Corporation as required by section 120 of the Act.
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|4.15 | Remuneration and Expenses- Subject to any unanimous shareholder
      agreement, the board shall have the power to fix the remuneration to be
      paid to directors and officers for their services to the Corporation, which
      remuneration paid to a director may be in addition to the salary or remuneration
      he receives as an officer or employee of the Corporation. The directors
      shall also be entitled to be reimbursed for travelling and other expenses
      properly incurred by them in attending                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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|     | meetings of the board or any committee thereof. Nothing herein contained
      shall preclude any director from serving the Corporation in any other capacity
      and receiving remuneration therefor.                                                                                                                                                                                                                                               
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|4.16 | One Director Meeting- Where the Corporation has only one director,
      that director may constitute a meeting.                                                                                                                                                                                                                                                                                                                                       
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|4.17 | Resolution in Lieu of Meeting- A resolution in writing, signed
      by all of the directors entitled to vote thereon at a meeting of directors
      or committee of directors, is as valid as if it had been passed at a meeting
      of directors or committee of directors and is effective from the date specified
      in the resolution, but that date shall not be prior to the date on which
      the first director signed the resolution.
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|4.18 | Delegation- The board may appoint from their number a Managing
      Director who is a resident Canadian or a committee of directors and, subject
      to subsection 115(3) of the Act, delegate to such Managing Director or committee
      any of the powers of the directors. If the board appoints a committee of
      directors, subject to subsection 105(4), the majority of the members of
      the committee must be resident Canadians.  

SECTION FIVE

V Officers

|5.01 | Election or Appointment- From time to time, the board shall elect
      or appoint a President, and may appoint such other officers, including a
      Chairman of the Board, Vice-President, Secretary, Treasurer and such other
      officers as the board may determine. An officer may, but need not be, a
      director and two or more offices may be held by the same person.                                                              
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|5.02 | Chairman of the Board- The Chairman of the Board, if any, who
      shall be a director of the Corporation, shall attend and be chairman of
      all meetings of the board of directors or committees of the board and, in
      the absence of, disability or refusal to act of the President of the Corporation,
      the Chairman of the board shall have all the powers and authority and shall
      perform all the duties of the President.
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|5.03 | President- The President shall be the chief executive and operating
      officer of the Corporation and, subject to the authority of the board shall
      have general supervision of the business of the Corporation; in the absence
      of, disability or refusal to act of the Chairman of the Board, the President
      shall attend and be chairman of all meetings of the board of directors or
      committees of the board.           

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|5.04 | Vice-President- The Vice-President, if any, shall have all of
      the powers and authority, and shall perform all of the duties, of the President
      in the absence of, disability or refusal to act of the President.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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|5.05 | Secretary- The Secretary, if any, 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, auditors and
      members of committees of the board; he shall be custodian of the stamp or
      mechanical device generally used for affixing the corporate seal of the
      Corporation (if any) and of all books, papers, records, documents and instruments
      belonging to the Corporation except when some other officer or person has
      been appointed for that purpose.                                                                                                                                                                                                                                                                                                                                                                              
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|5.06 | Treasurer- The Treasurer, if any, shall have the care and custody
      of all of the funds and securities of the Corporation and shall deposit
      same in the name of the Corporation in such bank or banks or with such depository
      or depositories as the board may direct. He shall keep or cause to be kept
      the books of account and the accounting records required by the Act and
      at all reasonable times exhibit his books and accounts to any director of
      the Corporation upon application at the office of the Corporation during
      business hours. He shall sign or countersign such instruments as require
      his signature and shall perform all duties incident to his office or that
      are properly required by him by the board. He may be required to give such
      bond for the faithful performance of his duties as the board in their uncontrolled
      discretion may require, but no director shall be liable for failure to require
      any bond or for the insufficiency of any bond or for any loss by reason
      of the failure of the Corporation to receive any indemnity thereby provided.
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|5.07 | Variation of Duties- From time to time, the board may vary, add
      to, or limit the powers and duties of any officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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|5.08 | Duties of officers may be delegated. In case of the absence or
      inability to act of any officer of the Corporation or for any other reason
      that the board may deem sufficient, the board may delegate all or any of
      the powers of such officer to any other officer or to any director for the
      period of time of such absence or inability to act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|5.09 | Term of Office- The board may remove at its pleasure any officer
      of the Corporation without prejudice to any officer's rights under any employment
      contract. Otherwise each officer elected or appointed by the board shall
      hold office until his successor is elected or appointed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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|5.10 | Terms of Employment and Remuneration- The terms of employment
      and the remuneration of officers elected or appointed by the board shall
      be settled by it from time to time.                                                          
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|5.11 | Agents and Attorneys- The board shall have power from time to
      time to appoint agents or attorneys for the Corporation with such powers
      of management or otherwise (including the power to sub-delegate) as may
      be thought fit.

SECTION SIX

VI Protection of Directors, Officers and Others

|6.01 | Indemnification of directors and officers- The Corporation shall
      indemnify a director or officer of the Corporation, a former director or
      officer of the Corporation 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 his heirs and legal representatives
      to the extent permitted by the Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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|6.02 | Indemnity of others- Except as otherwise required by paragraphs
      6.01 and 6.03, the Corporation may from time to time indemnify and save
      harmless any person who was or is a party or is threatened to be made a party
      to any threatened, pending or completed action, suit or proceeding, whether
      civil, criminal, administrative or investigative (other than an action by
      or in the right of the Corporation) by reason of the fact that he is or
      was an employee or agent of the Corporation, or is or was serving, at the
      request of the Corporation, as a director, officer, employee, agent of or
      participant in another corporation, partnership, joint venture, trust or
      other enterprise, against expenses (including legal fees), judgments, fines
      and any amount actually and reasonably incurred by him in connection with
      such action, suit or proceeding if he acted honestly and in good faith with
      a view to the best interests of the Corporation, and with respect to any
      criminal or administrative action or proceeding that is enforced by a monetary
      penalty, had reason-able grounds for believing that his conduct was lawful.
      The termination of any action, suit or proceeding by judgment, order, settlement,
      or conviction, shall not, of itself, create a presumption that the person
      did not act honestly and in good faith with a view to the best interests
      of the Corporation, or, with respect to any criminal or administrative action
      or proceeding that is enforced by a monetary penalty, had no reasonable
      grounds for believing that his conduct was lawful.
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|6.03 | Successful defense- To the extent that a person who is or was
      an employee or agent of the Corporation has achieved complete or substantial
      success as a defendant in any action, suit or proceeding referred to in
      section six hereof, he shall be indemnified against all                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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|     | costs, charges and expenses actually and reasonably incurred by him in
      connection therewith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|6.04 | Right of indemnity not exclusive- The provisions for indemnification
      contained in the by-laws of the Corporation shall not be deemed exclusive
      of any other rights to which those seeking indemnification may be entitled
      under any by-law, agreement, vote of shareholders or disinterested directors
      or otherwise, both as to action in his official capacity and as to action
      in another capacity while holding such office, and shall continue as to
      a person who has ceased to be director, officer, employee or agent and shall
      enure to the benefit of the heirs, executors and administrators of such
      a person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|6.05 | No liability of directors or officers for certain acts, etc.-
      To the extent permitted by law, no director or officer for the time being
      of the Corporation 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 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 by the Corporation or 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 or belonging to the Corporation shall be placed out or invested
      or for any loss or damage arising from the bankruptcy, insolvency or tortious
      act of any person, firm or corporation with whom or which any moneys, securities
      or effects shall be lodged or deposited or for any loss, conversion, misapplication
      or misappropriation of or any damage resulting from any dealings with any
      moneys, securities or other assets belonging to the Corporation or for any
      other loss, damage or misfortune whatever which may happen in the execution
      of the duties of his respective office or trustor in relation thereto unless
      the same shall happen by or through his failure to act honestly and in good
      faith with a view to the best interests of the Corporation and in connection
      therewith to exercise the care, diligence and skill that a reasonably prudent
      person would exercise in comparable circumstances. The directors for the
      time being of the Corporation shall not be under any duty or responsibility
      in respect of any contract, act, or transaction whether or not made, done
      or entered into in the name or on behalf of the Corporation except such
      as shall have been submitted to and authorized or approved by the board
      of directors of the Corporation. 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 company which is employed by or performs services
      for the Corporation, the fact of his being a director or officer of the
      Corporation shall not disentitle such director or officer or such firm or
      company, as the case may be, from receiving proper remuneration for such
      services.

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|6.06 | Insurance- The Corporation may, as permitted under the Act, purchase
      and maintain insurance for the benefit of any person referred to in paragraph
      6.04.
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SECTION SEVEN

VII Shares

|7.01 | Allotment- 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 always to the provisions,
      if any, of the articles and of any unanimous shareholder agreement respecting
      the allotment of shares (if any) made between the shareholders of the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|7.02 | Transfer Agent and Registrar- Subject to the provisions of the
      Act, the directors may from time to time by resolution appoint or remove
      one or more transfer agents and/or branch transfer agents and/or registrars
      and/or branch registrars (which may or may not be the same individual or
      corporation) for the shares of the Corporation, and may provide for transfer
      and registration of transfers of the shares of the Corporation in one or
      more places within Canada or elsewhere. Such transfer agents and/or branch
      transfer agents and/or registrars and/or branch registrars and/or the Corporation
      shall keep all necessary books and registers of the Corporation for transferring
      and registering the transfers of the shares of the Corporation. All share
      certificates issued by the Corporation shall in the event of any such appointment
      be counter-signed by or on behalf of one of the said transfer agents and/or
      branch transfer agents and/or registrars and/or branch registrars, if any.
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|7.03 | Transfers- Subject to the provisions of the Act, the articles
      and any special agreements between shareholders restricting the transfer
      of shares, all transfers of shares shall be made either in person or by
      attorney only on the books of the Corporation kept for that purpose.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
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|7.04 | Surrender of Certificates- No transfer shall be recorded unless
      or until the certificate representing the shares to be transferred has been
      surrendered and cancelled.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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|7.05 | Share Certificates- Share certificates shall, subject to compliance
      with the Act, be in such form as the board may from time to time by resolution
      approve and such share certificates shall be signed by any two officers
      holding office at the time of signing notwithstanding any change in the
      persons holding said offices between the time of actual signing and the
      issuance of the certificates, provided that if the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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|     | Corporation shall have only one officer or if one individual shall hold
      all offices, share certificates shall be signed by such sole officer or
      individual. Certificates so signed shall be valid and binding upon the Corporation.
      Where the Corporation has appointed a transfer or a branch transfer agent,
      the signature of all officers maybe engraved, lithographed or otherwise
      mechanically reproduced upon certificates for shares in the capital of the
      Corporation, and when counter-signed by or on behalf of a transfer agent
      or a branch transfer agent of the Corporation, certificates so signed shall
      be deemed to have been manually signed by the officer or officers of the
      Corporation whose signature or signatures are so engraved, lithographed
      or otherwise mechanically reproduced thereon and shall be as valid to all
      intents and purposes as if they had been manually signed.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|7.06 | 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 provisions
      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 bylaw or by equity and, pending such enforcement,
      the Corporation may refuse to register a transfer of the whole or any part
      of such shares.                                                                                                                                                                                                                                                                                                                                                                     
|    
|7.07 | Non-recognition of Trusts- Subject to the provisions of the Act,
      the Corporation shall treat as absolute owner of any 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 records or on the share certificate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|7.08 | 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 that
      has been lost, apparently destroyed or wrongfully taken, on such terms as
      to indemnity, reimbursement of expenses (including legal and transfer agent
      fees and expenses) and evidence of loss and of title as the board may from
      time to time prescribe, whether generally or in any particular case.                                                                                                                                                                                                                                                                                                                        
|    
|7.09 | Joint Shareholders- If two or more persons are registered as
      joint shareholders 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 thereof or for any dividend, bonus, return                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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13

|     | of capital or other money payable or warrant issuable in respect of such
      share.                                                                                                                                                                                                                                                                                                                                                                                         
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|7.10 | 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 register of shareholders in respect
      thereof or to make any 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/or its transfer agent.
|    
|7.11 | Dividends- The board may from time to time by resolution declare
      dividends in money, or property, or by issuing fully paid shares of the
      Corporation, provided that there are funds, property, or shares properly
      available for that purpose in accordance with the provisions of the Act.                                                                                                                                                                  
|    
|7.12 | Commission for Sale of Shares- The board may authorize the Corporation
      to pay a commission to any person in consideration of his purchasing or
      agreeing to purchase shares of the Corporation from the Corporation or from
      any other person, or procuring or agreeing to procure purchasers for the
      shares.                                                                                                                                           

SECTION EIGHT

VIII Meetings of Shareholders

|8.01 | Annual Meeting- Subject to the provisions of the Act, the annual
      meeting of the shareholders shall be at such place within Canada and on
      such date in each year as the board of directors may determine.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|8.02 | Special Meetings- Subject to the provisions of the Act, special
      meetings of the shareholders may be convened at any time and for any place
      by order of the President or by the board on their own motion or on the
      requisition of shareholders as provided for in the Act.                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|8.03 | Notice- Notice of the time and place of each meeting of shareholders
      shall be given in the manner provided in paragraph 9.01 not less than 21
      nor more than 50 days before the date of the meeting to each director, to
      the auditor and to each shareholder who at the close of business on the
      record date, if any, for notice is entered in the securities register as
      the holder of one or more shares carrying the right to vote or having the
      right to be notified of the meeting. Unless a record date is fixed in accordance
      with section 134 of the Act, no public notice or advertisement of the annual
      or any other meeting of the shareholders shall be required.
|    
|8.04 | Meetings Without Notice- Notwithstanding the provisions of the
      Act relating to notice, a meeting of shareholders may be held without                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|     | notice at any time and at any place permitted by the Act or the articles
      provided a waiver of notice is obtained in accordance with section 136 of
      the Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|8.05 | Quorum- The quorum for the transaction of business at meetings
      of the shareholders shall consist of not less than one (1) shareholder present
      or represented by proxy and holding in all not less than five (5%) percent
      of the issued capital of the Corporation carrying voting rights.                                                                                                                                                                                                                                                                                                                                                               
|    
|8.06 | Chairman- The shareholders present shall, by resolution passed
      at the commencement of a meeting (which may be introduced by any shareholder
      present at the meeting), choose a person present to be chairman.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|8.07 | 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 ballot, the chairman
      of the meeting shall not be entitled to a second or casting vote.                                                                                                                                                                                                                                                                              
|    
|8.08 | Right to Vote- At any meeting of shareholders, every person shall
      be entitled to vote who, at the time of the taking of a vote (or, if there
      is a record date for voting, at the close of business on such record date)
      is entered in the register of shareholders as the holder of one or more
      shares carrying the right to vote at such meeting, subject to the provisions
      of the Act.                                                                                                                                                                                                                                                    
|    
|8.09 | Proxies- Every shareholder entitled to vote at meetings of shareholders
      may, by means of a proxy, appoint a proxy holder or one or more alternative
      proxy holders, who are not required to be shareholders, to attend and act
      at the meeting in the manner and to the extent authorized by the proxy and
      with the authority conferred by the proxy. A proxy shall be executed by
      the shareholder or by his attorney authorized in writing. A proxy is valid
      only at the meeting in respect of which it is given or any adjournment thereof.
      A shareholder may revoke a proxy in accordance with the provisions of the
      Act.
|    
|8.10 | Deposit of Proxies- The directors may specify in a notice calling
      a meeting of shareholders a time not exceeding 48 hours, excluding Saturdays
      and holidays, preceding the meeting or an adjournment thereof before which
      time proxies to be used at the meeting must be deposited with the Corporation
      or its agent.                                                                                                                                                                                                                                                                                                                             
|    
|8.11 | Form of Proxy- An instrument appointing a proxy may be substantially
      in the following form:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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15

”The undersigned shareholder of __________ hereby
  appoints ____________________________ of ________________ whom failing ___________________
  of ______________________ as the proxy of the undersigned to vote and act for
  the undersigned on behalf of the undersigned at the meeting of the shareholders
  of the said corporation to be held on the _______ day of ______________, 20_____
  , and at any adjournment thereof.

DATED the _______ day of ______________, 20_____."

_______________________________ 
  (Signature of Shareholder)

|8.12 | 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 and an entry
      to that effect in the minutes of the meeting shall be prima facie 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.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|8.13 | Ballots- On any question proposed for consideration at a meeting
      of shareholders, and whether or not a show of hands has been taken thereon,
      any shareholder or proxy-holder 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.                                                                                                                                                                                                   
|    
|8.14 | Adjournment- The Chairman may, with the consent of any meeting,
      adjourn such meeting from time to time and if a meeting is adjourned for
      less than 30 days, no notice of such adjournment need be given to the shareholders.
      If a meeting of shareholders is adjourned by one or more adjournments for
      an aggregate of 30 days or more, notice of the adjourned meeting shall be
      given in the same manner as for an original                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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|     | meeting. Any business may be brought before or dealt with at any adjourned
      meeting which might have been brought before or dealt with at the original
      meeting in accordance with the notice calling the same.                                                                                                                                                                                 
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|8.15 | Joint Shareholders- If shares are held jointly by two or more
      persons, 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
      thereon; but if more than one of them shall be present in person or represented
      by proxy, they shall vote together as one on the shares jointly held by
      them.
|    
|8.16 | One Shareholder Meeting- If the Corporation has, from time to
      time, 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.                                                                                                                                                                            
|    
|8.17 | Resolution in Writing- A resolution in writing signed by all
      of the shareholders entitled to vote thereon at a meeting of shareholders
      is as valid as if it had been passed at a meeting of the shareholders unless
      a written statement with respect to the subject matter of the resolution
      is submitted by a director or the auditors in accordance with the Act.               

SECTION NINE

IX Notices

|9.01 | Method of Giving Notices- Any notice (which term includes any
      communication or document) to be given, sent, delivered or served pursuant
      to the Act, the regulations thereunder, articles, by-laws or otherwise to
      a shareholder, director, officer, auditor or member of a committee of the
      board shall be sufficiently given if delivered personally to the person
      to whom it is to be given or if delivered to his recorded address or if
      mailed to him at his recorded address by prepaid air or ordinary mail, or
      if sent to him at 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 at the recorded address as
      aforesaid; any notice so mailed shall be deemed to have been given when
      deposited in any post office or public letter box; any notice sent by any
      means of transmitted or recorded communication shall be deemed to have been
      given when dispatched or delivered to the appropriate communication company
      or agency or its representative for dispatch. The Secretary may change or
      cause to be changed the recorded address of any shareholder, director, officer
      or auditor in accordance with any information believed by him to be reliable.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|9.02 | Notice to Joint Shareholders- If two or more persons are registered
      as joint holders of any share, notice to one of such persons shall be sufficient
      notice to all of them. Any notice shall be addressed to all of such joint
      holders and the address to be used for the purposes of paragraph 9.01 hereof
      shall be the address appearing on the register of shareholders in respect
      of such joint holding, or the first address so appearing if there are more
      than one.                                                             
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|9.03 | Signature to Notices- The signature or signatures to any notice
      to be given by the Corporation may be written, stamped, typewritten or printed
      or partly written, stamped, typewritten or printed.                                                                                                                                                                                                                                                                                                                                                             
|    
|9.04 | Computation of Time- In computing a 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 shall be included.                                                                                                                                                                                                                                                                          
|    
|9.05 | Omissions and Errors- The accidental omission to give any notice
      to any shareholder, director, officer, auditor or member of a committee
      of the board, or the non-receipt of any notice by any such person or any
      error in any notice not affecting the substance thereof shall not invalidate
      any action taken at any meeting held pursuant to such notice or otherwise
      founded thereon.                                                                                                                                                    
|    
|9.06 | Persons Entitled by Death or Operation of Law- Every person who,
      by operation of law, transfer, death of a shareholder or any other means
      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 a person from
      whom he derives his title to such share previously to his name and address
      being entered on the register of shareholders, whether such notice was given
      before or after the happening of the event upon which he became so entitled.
|    
|9.07 | Waiver of Notice- Any shareholder (or his duly appointed proxy
      holder), director, officer, auditor or member of a committee of the board
      may waive any notice required to be given to him under the provisions of
      the Act, the articles, the by-laws or otherwise, and such waiver, whether
      given before or after the meeting or other event of which notice is required
      to be given shall cure any default in giving such notice.                                                                                                           
|    
|9.08 | Undelivered Notices- If any notice given to a shareholder pursuant
      to paragraph 9.01 is returned on three consecutive occasions because he
      cannot be found, the Corporation shall not be required to give any further
      notices to such shareholder until he informs the Corporation in writing
      of his new address.                                                                                                                                                                                                                                  

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18

|9.09 | 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 the transfer officer or any transfer agent or registrar
      of the shares of any class of the Corporation as to facts in relation to
      the mailing or delivery of any notice to any shareholder, director, auditor
      or officer or publication of any notice shall be conclusive evidence thereof
      and shall be binding on every shareholder, director, auditor or officer
      of the Corporation as the case may be.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION TEN

X Meetings of Shareholders

|10.01 | Appointing Corporate Shareholder Representative- If a shareholder
      is a corporation, such corporate shareholder may appoint one or more
      persons to represent and to attend all meetings of shareholders and to act
      and vote thereat on behalf of such corporate shareholder as its proxy and
      representative. The corporate shareholder appointing such a representative
      shall deposit with the Corporation a written Appointment in a form acceptable
      to the directors of the Corporation and the appointment of the representative
      shall be valid until revoked in writing by the corporate shareholder appointing
      such representative.
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|10.02 | Form of Appointment- An instrument appointing a representative
      may be substantially in the following form:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

The undersigned corporate shareholder of _____________________________ (the
  "Corporation") hereby appoints _____________ whom failing __________________________
  as its true and lawful attorney and representative to attend all meetings of
  shareholders of the Corporation and any adjournments thereof, with authority
  to exercise the same same powers on of the undersigned as the undersigned could
  exercise if it were an individual shareholder of the Corporation inclusive of
  all voting rights.



DATED the _______ day of ______________, 20_____."

_______________________________________ "
  (Signature of Corporate Shareholder)

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19

SECTION ELEVEN

XI Miscellaneous

|11.01 | Invalidity of any provision of this by-law- The invalidity or
      unenforceability of any provision of this by-law shall not affect the validity
      or enforceability of the remaining provisions of this by-law.
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|      | MADE by the board of directors the 18thday of September,
      2000.                                                                                                                                                  

CONFIRMED by the shareholders in accordance with the Act the 25th
  day of October, 2000.



|/s/ Albert D. Friesen | /s/ Peter DeVisser
|--------------------- | ------------------
|President             | Secretary         

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