Exhibit 3(a)

                                  BY-LAW NO. 4


                         A by-law relating generally to
                          the conduct of the affairs of


                    INTERNATIONAL PRECIOUS METALS CORPORATION


CONTENTS
--------

     1. Interpretation

     2. Business of the Corporation

     3. Directors

     4. Committees

     5. Officers

     6. Protection of Directors, Officers and Others

     7. Shares

     8. Dividends and Rights

     9. Meetings of Shareholders

     10. Information Available to Shareholders

     11. Divisions and Departments

     12. Notices

     13. Effective Date


BE IT ENACTED  AND IT IS HEREBY  ENACTED as a by-law of  International  Precious
Metals Corporation (hereinafter called the "Corporation") as follows:

     

<PAGE>



                                   SECTION ONE
                                 INTERPRETATION
                                 --------------


1.01      Definitions

In the by-laws of the Corporation, unless the context otherwise requires:

(1)  "Act" means the  Business  Corporations  Act R.S.0.  1990,  c. B16, and the
     regulations made pursuant thereto, as from time to time amended,  and every
     statute  that  may be  substituted  therefor  and,  in  the  case  of  such
     substitution, any reference in the by-laws of the Corporation to provisions
     of the Act  shall  be  read as  references  to the  substituted  provisions
     therefor in the new statute or statutes;

(2)  "affiliate"  means an affiliated  body  corporate,  and one body  corporate
     shall be deemed to be affiliated  with another body  corporate if, but only
     if, one of them is the subsidiary of the other or both are  subsidiaries of
     the same body corporate or each of them is controlled by the same person;

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

(4)  "articles"  means  the  following  as are from  time to time in  effect  in
     respect of the Corporation,  namely,  the original or restated  articles of
     incorporation, articles of amendment, articles of amalgamation, articles of
     arrangement,  articles of continuance, articles of dissolution, articles of
     reorganization,  articles of revival, letters patent, supplementary letters
     patent,  a special Act and any other instrument by which the Corporation is
     incorporated;

(5)  "auditor" means the auditor of the Corporation;

(6)  "board" means the board of directors of the Corporation;

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

(8)  "meeting of shareholders"  includes an annual meeting of shareholders and a
     special meeting of shareholders; "special meeting of shareholders" includes
     a meeting of any class or classes of shareholders  and a special meeting of
     all shareholders entitled to vote at an annual meeting of shareholders;

(9)  "non-business  day"  means  Saturday,  Sunday  and any  other day that is a
     holiday as defined in the Interpretation Act (Ontario);

(10) "recorded  address"  means  in the case of a  shareholder  his  address  as
     recorded in the securities register;  and in the case of joint shareholders
     the address  appearing in the securities  register in respect of such joint
     holding or the first address so appearing if there is more than one; and in
     the case of a director, officer, auditor or member of a

                                       -2-

<PAGE>



     committee of the board his latest address as recorded in the records of the
     Corporation

(11) "signing  officer"  means,  in  relation  to  any  instrument,  any  person
     authorized to sign the same on behalf of the  Corporation by paragraph 2.03
     or by a resolution passed pursuant thereto

(12) all terms  contained  in the by-laws and which are defined in the Act shall
     have the meanings given to such terms in the Act; and

(13) the  singular  shall  include the plural and the plural  shall  include the
     singular;  the masculine shall include the feminine and neuter genders; and
     the  word   "person"   shall   include   individuals,   bodies   corporate,
     corporations,  companies, partnerships,  syndicates, trusts, unincorporated
     organizations and any number or aggregate of persons.


                                   SECTION TWO
                           BUSINESS OF THE CORPORATION
                           ---------------------------

2.01      Corporate Seal

The  Corporation  may have a  corporate  seal which  shall be adopted and may be
changed by resolution of the board.

2.02      Financial Year

The financial year of the  Corporation  shall be as determined by the board from
time to time.

2.03      Execution of Instruments

Contracts,  documents or instruments  in writing  requiring the signature of the
Corporation  may be  signed  on  behalf of the  Corporation  by any  officer  or
director  and  instruments  in  writing  so  signed  shall be  binding  upon the
Corporation without any further authorization or formality. The board shall have
power from time to time by  resolution to appoint any officer or officers or any
person  or  persons  on  behalf of the  Corporation  either  to sign  contracts,
documents and  instruments in writing  generally or to sign specific  contracts,
documents or instruments in writing.

The seal of the Corporation may when required be affixed to contracts, documents
and  instruments  in writing  signed as aforesaid or by any officer or officers,
person or persons, appointed as aforesaid by resolution of the board.

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

                                       -3-

<PAGE>



The  signature  or  signatures  of the  Chairman  of the  Board  (if  any),  the
President,  a  Vice-President,   the  Secretary,  the  Treasurer,  an  Assistant
Secretary,  an Assistant Treasurer or any director of the Corporation and/or any
other  officer  or  officers,  person or  persons,  appointed  as  aforesaid  by
resolution  of the board may, if  specifically  authorized  by resolution of the
directors,  be  printed,   engraved,   lithographed  or  otherwise  mechanically
reproduced  upon any  contracts,  documents or  instruments in writing or bonds,
debentures,  notes or other securities of the Corporation  executed or issued by
or on behalf of the Corporation  and all contracts,  documents or instruments in
writing or bonds,  debentures,  notes or other  securities of the Corporation on
which the signature or signatures of any of the foregoing  officers or directors
or persons  authorized as aforesaid  shall be so reproduced  pursuant to special
authorization by resolution of the board,  shall be deemed to have been manually
signed by such officers or directors or persons whose signature or signatures is
or are so  reproduced  and shall be as valid to all intents  and  purposes as if
they had been signed manually and notwithstanding that the officers or directors
or persons whose signature or signatures is or are so reproduced may have ceased
to hold office at the date of the delivery or issue of such contracts, documents
or instruments in writing or bonds, debentures, notes or other securities of the
Corporation.

2.04      Resolutions in Writing

A resolution in writing,  signed by all the  directors  entitled to vote on that
resolution at a meeting of directors or a committee of directors, is as valid as
if it had been passed at a meeting of directors or such committee of directors.

2.05      Divisions

The board may cause the business and  operations of the  Corporation or any part
thereof to be divided  into one or more  divisions  upon such basis,  including,
without limitation,  types of business or operations,  geographical territories,
product  lines or goods or services,  as the board may consider  appropriate  in
each case. From time to time the board or any person authorized by the board may
authorize, upon such basis as may be considered appropriate in each case:

     (a)  the  further  division  of the  business  and  operations  of any such
          division  into sub- units and the  consolidation  of the  business and
          operations of any such division or sub-units;

     (b)  the  designation of any such division or sub-unit by, and the carrying
          on of the business  and  operations  of any such  division or sub-unit
          under, a name other than the name of the Corporation; and

     (c)  the  appointment  of officers for any such  division or sub-unit,  the
          determination of their powers and duties,  and the removal of any such
          officer so appointed  without prejudice to such officer's rights under
          any  employment  contract or in law,  provided  that any such  officer
          shall not, as such, be an officer of the Corporation.

2.06      Banking Arrangements

                                       -4-

<PAGE>



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

2.07      Custody of Securities

All shares and securities owned by the Corporation  shall be lodged (in the name
of the  Corporation)  with a  chartered  bank or a trust  company or in a safety
deposit box or, if so authorized  by  resolution  of the board,  with such other
depositaries  or in such other manner as may be determined  from time to time by
resolution of the board.

All  share  certificates,  bonds,  debentures,  notes  or other  obligations  or
securities  belonging to the  Corporation may be issued or held in the name of a
nominee or nominees of the Corporation (and if issued or be held in the names of
more than one nominee  shall be held in the names of the  nominees  jointly with
the right of  survivorship)  and shall be  endorsed  in blank  with  endorsement
guaranteed in order to enable  transfer to be completed and  registration  to be
effected.

2.08      Voting Shares and Securities in other Companies

All of the shares or other  securities  carrying voting rights of any other body
corporate held from time to time by the  Corporation may be voted at any and all
meetings of  shareholders,  bondholders,  debenture  holders or holders of other
securities  (as the case may be) of such other body corporate and in such manner
and by such person or persons as the board shall from time to time by resolution
determine.  The proper signing officers of the Corporation may also from time to
time  execute and deliver for and on behalf of the  Corporation  proxies  and/or
arrange for the issuance of voting  certificates  and/or  other  evidence of the
right to vote in such names as they may  determine  without the  necessity  of a
resolution or other action by the board.


                                  SECTION THREE
                                    DIRECTORS
                                    ---------

3.01      Number of Directors and Quorum

The number of directors of the  Corporation  shall be the number of directors as
specified in the articles or, where a minimum and maximum number of directors is
provided for in the articles,  the number of directors of the Corporation  shall
be the number of directors  determined  from time to time by special  resolution
or, if a special resolution  empowers the directors to determine the number, the
number of directors  determined by resolution of the board. Subject to paragraph
3.08,  the quorum for the  transaction  of  business at any meeting of the board
shall be a  majority  of the  number of  directors  then in  office  and or such
greater  number of  directors  as the board may from time to time by  resolution
determine, provided that if the

                                       -5-

<PAGE>



Corporation has fewer than three directors, all directors must be present at any
meeting of the board to constitute a quorum.

3.02      Qualification

No person  shall be  qualified  for election as a director if he is less than 18
years  of age;  if he is of  unsound  mind  and has  been so found by a court in
Canada or elsewhere;  if he is not an  individual;  or if he has the status of a
bankrupt.  A director  need not be a  shareholder.  A majority of the  directors
shall be resident  Canadians,  provided that if the  Corporation has only one or
two directors,  that director or one of the two  directors,  as the case may be,
shall be a resident  Canadian.  If the  Corporation  is or  becomes an  offering
corporation  within the meaning of the Act, at least  one-third of the director;
of the Corporation  shall not be officers or employees of the Corporation or any
of its affiliates.

3.03      Election and Term

The election of directors  shall take place at the first meeting of shareholders
and at each succeeding annual meeting of shareholders and all the directors then
in office shall retire but, if qualified,  shall be eligible for reelection. The
number of  directors  to be elected at any such  meeting  shall be the number of
directors as  specified  in the articles or, if a minimum and maximum  number of
directors is provided for in the articles, the number of directors determined by
special  resolution  or, if the special  resolution  empowers  the  directors to
determine  the number,  the number of directors  determined by resolution of the
board.  The voting on the election  shall be by show of hands unless a ballot is
demanded by any  shareholder.  If an election  of  directors  is not held at the
proper  time,  the  incumbent  directors  shall  continue in office  until their
successors are elected.

3.04      Removal of Directors

Subject  to the  provisions  of  the  Act,  the  shareholders  may  by  ordinary
resolution  passed at a meeting  specially  called for such  purpose  remove any
director  from office and the vacancy  created by such  removal may be filled at
the same meeting failing which it may be filled by a quorum of the directors.

3.05      Vacation of Office

A director  ceases to hold office when he dies or, subject to the Act,  resigns;
he is removed from office by the  shareholders  in  accordance  with the Act; he
becomes of unsound  mind and is so found by a court in Canada or elsewhere or if
he acquires the status of a bankrupt.

3.06      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 number or maximum number of
directors or from a failure of the shareholders to elect the number of directors
required  to be elected  at any  meeting of  shareholders.  In the  absence of a
quorum  of the  board,  or if the  vacancy  has  arisen  from a  failure  of the
shareholders to elect the number of directors required to be elected at any

                                       -6-

<PAGE>



meeting of  shareholders,  the directors  then in office shall  forthwith call a
special meeting of  shareholders  to fill the vacancy.  If the directors then in
office fail to call such  meeting or if there are no  directors  then in office,
any shareholder may call the meeting.

3.07      Action by the Board

The board shall manage or supervise  the  management of the business and affairs
of the Corporation. Subject to paragraphs 3.08 and 3.09, the powers of the board
may be exercised at a meeting at which a quorum is present or by  resolution  in
writing  signed by all the  directors  entitled to vote on that  resolution at a
meeting of the board.  Where  there is a vacancy  in the  board,  the  remaining
directors  may  exercise  all the powers of the board so long as a quorum of the
board remains in office.


                                       -7-

<PAGE>



3.08      Canadian Majority

The board shall not transact  business at a meeting other than to fill a vacancy
in the board, unless a majority of the directors present are resident Canadians,
except where

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

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

3.09      Meeting by Telephone

If all the directors of the Corporation  present or participating in the meeting
consent,  a director may participate in a meeting of the board or of a committee
of the  board by means of such  telephone,  electronic  or other  communications
facilities  as permit all persons  participating  in the meeting to  communicate
with each other simultaneously and instantaneously, and a director participating
in such a meeting by such means is deemed to be present at 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.

3.10      Place of Meetings

Meetings of the board may be held at any place within or outside Ontario. In any
financial  year of the  Corporation a majority of the meetings of the board need
not be held within Canada.

3.11      Calling of Meetings

Subject  to the Act,  meetings  of the board  shall be held from time to time on
such day and at such time and at such place as the board,  the  Chairman  of the
Board (if any), the  President,  a  Vice-President  who is a director or any two
directors  may  determine and the  Secretary,  when  directed by the board,  the
Chairman  of the  Board (if  any),  the  President,  a  Vice-President  who is a
director or any two directors shall convene a meeting of the board.

3.12      Notice of Meeting

Notice of the date,  time and place of each  meeting of the board shall be given
in the manner  provided in  paragraph  12.01 to each  director  not less than 48
hours  (exclusive  of any part of a  non-business  day) before the time when the
meeting is to be held. A notice of a meeting of  directors  need not specify the
purpose of or the business to be transacted at the meeting  except where the Act
requires such purpose or business to be specified.

A director may in any manner  waive notice of or otherwise  consent to a meeting
of the board.

3.13      First Meeting of New Board

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

                                       -8-

<PAGE>



3.14      Adjourned Meeting

Notice of an  adjourned  meeting  of the board is not  required  if the time and
place of the adjourned meeting is announced at the original meeting.

3.15      Regular Meetings

The board may appoint a day or days in any month or months for regular  meetings
of the board at a place and hour to be named.  A copy of any  resolution  of the
board fixing the place and time of such regular  meetings  shall be sent to each
director forthwith after being passed, but no other notice shall be required for
any such regular  meeting  except where the Act requires the purpose  thereof or
the business to be transacted thereat to be specified.

3.16      Chairman

The chairman of any meeting of the board shall be the first mentioned of such of
the  following  officers  as have been  appointed  and who is a director  and is
present  at  the  meeting:  the  Chairman  of  the  Board,  the  President  or a
Vice-President.  If no such  officer is present,  the  directors  present  shall
choose one of their number to be chairman.

3.17      Votes to Govern

At all  meetings of the board every  question  shall be decided by a majority of
the votes cast on the question.  In case of an equality of votes the chairman of
the meeting shall be entitled to a second or casting vote.

3.18      Conflict of Interest

A director  or officer  who is a party to, or who is a director or officer of or
has a material  interest in any person who is a party to, a material contract or
transaction or proposed  material  contract or transaction  with the Corporation
shall  disclose in writing to the  Corporation or request to have entered in the
minutes of the meetings of the  directors  the nature and extent of his interest
at the  time  and in the  manner  provided  by the Act.  Any  such  contract  or
transaction or proposed  contract or transaction  shall be referred to the board
or  shareholders  for approval even if such contract is one that in the ordinary
course of the Corporation's  business would not require approval by the board or
shareholders,  and a director  interested in a contract so referred to the board
shall not vote on any  resolution to approve the same except as permitted by the
Act.

3.19      Remuneration and Expenses

The directors  shall be paid such  remuneration  for their services as the board
may from time to time  determine.  The  directors  shall also be  entitled to be
reimbursed  for  travelling  and other  expenses  properly  incurred  by them in
attending  meetings of the shareholders or of the board or any committee thereof
or otherwise in the performance of their duties.  Nothing herein contained shall
preclude any director  from serving the  Corporation  in any other  capacity and
receiving remuneration therefor.


                                       -9-

<PAGE>



                                  SECTION FOUR
                                   COMMITTEES
                                   ----------

4.01      Committee of Directors

The board may appoint a committee of directors, however designated, and delegate
to such  committee  any of the powers of the board except those which pertain to
items  which,  under the Act, a  committee  of  directors  has no  authority  to
exercise.  A  majority  of the  members  of such  committee  shall  be  resident
Canadians.


4.02      Transaction of Business

The powers of a committee of directors  may be exercised by a meeting at which a
quorum is present or by  resolution  in  writing  signed by all  members of such
committee who would have been  entitled to vote on that  resolution at a meeting
of the committee.  Meetings of such committee may be held at any place within or
outside Ontario.

4.03      Audit Committee

The board may,  and shall if the  Corporation  becomes an  offering  corporation
within the  meaning of the Act,  elect  annually  from among its number an audit
committee  to be composed of not fewer than three  directors  of whom a majority
shall not be officers or employees of the  Corporation  or its  affiliates.  The
audit committee shall have the powers and duties provided in the Act.

4.04      Advisory Committees

The board may from time to time  appoint  such other  committees  as it may deem
advisable,  but the  functions  of any such other  committees  shall be advisory
only.

4.05      Procedure

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


                                  SECTION FIVE
                                    OFFICERS
                                    --------

5.01      Appointment

The board may from time to time  appoint a Chairman of the Board,  a  President,
one or more  Vice-Presidents  (to  which  title  may be added  words  indicating
seniority or function),  a Secretary, a Treasurer and such other officers as the
board may determine,  including one or more assistants to any of the officers so
appointed.  The board may  specify the duties of and,  in  accordance  with this
by-law and  subject to the  provisions  of the Act,  delegate  to such  officers
powers to manage  the  business  and  affairs  of the  Corporation.  Subject  to
paragraph  5.02,  an officer  may but need not be a director  and one person may
hold  more than one  office.  In case and  whenever  the same  person  holds the
offices of Secretary and Treasurer,

                                      -10-

<PAGE>



he may but need not be known as the Secretary-Treasurer. All officers shall sign
such contracts, documents, or instruments in writing as require their respective
signatures. In the case of the absence or inability to act of any officer 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 time being.

5.02      Chairman of the Board

The Chairman of the Board,  if  appointed,  shall be a director and shall,  when
present,  preside at all meetings of the board and committees of the board.  The
Chairman  of the Board  shall be vested  with and may  exercise  such powers and
shall  perform  such other duties as may from time to time be assigned to him by
the board.  During the absence or disability  of the Chairman of the Board,  his
duties shall be performed and his powers exercised by the President.

5.03      President

The President shall, and unless and until the board designates any other officer
of the Corporation to be the Chief Executive Officer of the Corporation,  be the
Chief Executive  Officer and, subject to the authority of the board,  shall have
general  supervision  of the  business and affairs of the  Corporation  and such
other powers and duties as the board may specify.  The President shall be vested
with and may  exercise  all the powers and shall  perform  all the duties of the
Chairman of the Board if none be  appointed  or if the  Chairman of the Board is
absent or unable or refuses to act.

5.04      Vice-President

Each  Vice-President  shall  have  such  powers  and  duties as the board or the
President  may  specify.   The   Vice-President   or,  if  more  than  one,  the
Vice-President  designated  from time to time by the board or by the  President,
shall be vested  with all the  powers  and shall  perform  all the duties of the
President  in the  absence or  inability  or  refusal  to act of the  President,
provided, however, that a Vice-President who is not a director shall not preside
as chairman at any meeting of the board and that a  Vice-President  who is not a
director  and  shareholder  shall not  preside  as  chairman  at any  meeting of
shareholders.

5.05      Secretary

The  Secretary  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 the  custodian  of the  stamp or  mechanical  device
generally used for affixing the corporate seal of the Corporation and all books,
papers, records, documents and instruments belonging to the Corporation,  except
when some other officer or agent has been  appointed  for that  purpose;  and he
shall have such other powers and duties as the board may specify.

5.06      Treasurer

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

                                      -11-

<PAGE>



designates  any other  officer  of the  Corporation  to be the  Chief  Financial
Officer of the Corporation,  the Treasurer shall be the Chief Financial  Officer
of the Corporation.

5.07      Powers and Duties of Other Officers

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

5.08      Variation of Powers and Duties

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

5.09      Term of Office

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

5.10      Terms of Employment and Remuneration

The terms of  employment  and the  remuneration  of an officer  appointed by the
board  shall be  settled by it from time to time.  The fact that any  officer or
employee is a director or  shareholder of the  Corporation  shall not disqualify
him from receiving such remuneration as may be so determined.

5.11      Conflict of Interest

An officer shall  disclose his interest in any material  contract or transaction
or proposed  material contract or transaction with the Corporation in accordance
with paragraph 3.18.

5.12      Agents and Attorneys

The board shall have power from time to time to appoint  agents or attorneys for
the Corporation in or outside Canada with such powers of management or otherwise
(including the powers to subdelegate) as may be thought fit.

5.13      Fidelity Bonds

The board may require such officers,  employees and agents of the Corporation as
the board deems  advisable to furnish bonds for the faithful  discharge of their
powers and duties,  in such form and with such surety as the board may from time
to time  determine  but no  director  shall be liable for failure to require any
such bond or for the insufficiency of any such bond or for any loss by reason of
the failure of the Corporation to receive any indemnity thereby provided.




                                      -12-

<PAGE>



                                   SECTION SIX
                   PROTECTION OF DIRECTORS OFFICERS AND OTHERS
                   -------------------------------------------

6.01      Submission of Contracts or Transaction to Shareholders for Approval

The board in its  discretion  may submit any contract,  act or  transaction  for
approval, ratification or confirmation at any meeting of the shareholders called
for the purpose of  considering  the same and any contract,  act or  transaction
that shall be  approved,  ratified  or  confirmed  by a  resolution  passed by a
majority  of the  votes  cast at any  such  meeting  (unless  any  different  or
additional requirement is imposed by the Act or by the Corporation's articles or
any other by-law) shall be as valid and as binding upon the Corporation and upon
all the  shareholders  as though it had been approved,  ratified or confirmed by
every shareholder of the Corporation.

6.02      For the Protection of Directors and Officers

In  supplement of and not by way of limitation  upon any rights  conferred  upon
directors by the provisions of the Act, it is declared that no director shall be
disqualified  by his office from, or vacate his office by reason of, holding any
office or place of profit under the  Corporation  or under any body corporate in
which the Corporation  shall be a shareholder or by reason of being otherwise in
any way directly or indirectly  interested or contracting  with the  Corporation
either as vendor,  purchaser or otherwise or being  concerned in any contract or
arrangement made or proposed to be entered into with the Corporation in which he
is in any way directly or indirectly  interested either as vendor,  purchaser or
otherwise nor shall any director be liable to account to the  Corporation or any
of its  shareholders or creditors for any profit arising from any such office or
place of profit;  and,  subject to the  provisions  of the Act,  no  contract or
arrangement  entered  into by or on  behalf  of the  Corporation  in  which  any
director shall be in any way directly or indirectly  interested shall be avoided
or voidable and no director shall be liable to account to the Corporation or any
of its  shareholders  or creditors  for any profit  realized by or from any such
contract or  arrangement  by reason of the  fiduciary  relationship  existing or
established thereby. Subject to the provisions of the Act and to paragraph 3.18,
no director shall be obliged to make any declaration of interest or refrain from
voting in respect of a contract or proposed  contract  with the  Corporation  in
which such director is in any way directly or indirectly interested.

6.03      Limitation of Liability

Except as  otherwise  provided  in the Act,  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
persons, firm or corporation including any person, firm or corporation with whom
or which any moneys,  securities or effects shall be lodged or deposited 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 trust or in
relation thereto unless the

                                      -13-

<PAGE>



same  shall  happen by or through  his  failure  to  exercise  the powers and to
discharge  the  duties of his  office  honestly,  in good  faith and in the best
interests of the Corporation and in connection  therewith to exercise the degree
of 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. 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.

6.04      Indemnity

Subject to the limitations contained in the Act, the Corporation shall indemnify
a director or  officer,  a former  director or officer,  or a person who acts or
acted at the Corporation's  request as a director or officer of a body corporate
of which the Corporation is or was a shareholder or creditor,  and his heirs and
legal  representatives,  against all costs,  charges and expenses,  including an
amount  paid to settle an action or satisfy a judgment,  reasonably  incurred by
him in respect of any civil,  criminal or administrative action or proceeding to
which he is made a party by reason of being or having been a director or officer
of the Corporation or such body corporate, if:

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

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

The Corporation shall also indemnify such person in such other  circumstances as
the Act permits or requires.

6.05      Insurance

The  Corporation  may  purchase and  maintain  insurance  for the benefit of any
person  referred to in  paragraph  6.04  against  such  liabilities  and in such
amounts as the board may from time to time  determine  and are  permitted by the
Act.


                                  SECTION SEVEN
                                     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 provided by the
Act.

                                      -14-

<PAGE>





7.02      Commissions

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

7.03      Registration of Transfers

Subject to the  provisions of the Act, no transfer of shares shall be registered
in  a  securities   register   except  upon   presentation  of  the  certificate
representing  such shares with an  endorsement  which complies with the Act made
thereon  or  delivered  therewith  duly  executed  by an  appropriate  person as
provided  by  the  Act,  together  with  such  reasonable   assurance  that  the
endorsement  is  genuine  and  effective  as the  board  may  from  time to time
prescribe,  upon payment of all applicable  taxes and any fees prescribed by the
board,  upon compliance with such  restrictions on transfer as are authorized by
the articles and upon satisfaction of any lien referred to in paragraph 7.05.

7.04      Transfer Agents and Registrars

The board may from  time to time  appoint  one or more  agents to  maintain,  in
respect  of  each  class  of  securities  of  the  Corporation  issued  by it in
registered  form,  a  securities  register  and  one or more  branch  securities
registers.  Such a person may be  designated  as  transfer  agent and  registrar
according to his functions and one person may be designated  both  registrar and
transfer agent. The board may at any time terminate such appointment.

7.05      Lien for Indebtedness

The  Corporation  shall  have a lien on any  share  registered  in the name of a
shareholder or his legal  representatives  for a debt of that shareholder to the
Corporation,  provided  that if the  shares of the  Corporation  are listed on a
stock exchange recognized by the Ontario Securities Commission,  the Corporation
shall not have such lien.  The  Corporation  may enforce any lien that it has on
shares  registered in the name of a shareholder  indebted to the  Corporation by
the sale of the shares thereby affected or by any other action,  suit, remedy or
proceeding  authorized or permitted by law and,  pending such  enforcement,  the
Corporation  may refuse to  register a transfer of the whole or any part of such
shares.

7.06      Non-recognition of Trusts

Subject to the  provisions  of the Act,  the  Corporation  may 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's  records or on
the share certificate.

7.07      Share Certificates

Every holder of one or more shares of the Corporation shall be entitled,  at his
option, to a

                                      -15-

<PAGE>



share certificate, or to a non-transferable written acknowledgement of his right
to obtain a share certificate,  stating the number and class or series of shares
held  by him as  shown  on  the  securities  register.  Share  certificates  and
acknowledgements of a shareholder's right to a share certificate,  respectively,
shall be in such form as the board  shall from time to time  approve.  Any share
certificate  shall be signed in accordance  with  paragraph 2.03 and need not be
under the corporate seal; provided that, unless the board otherwise  determines,
certificates  representing  shares in respect of which a transfer  agent  and/or
registrar has been appointed  shall not be valid unless  countersigned  by or on
behalf of such  transfer  agent and/or  registrar.  The  signature of one of the
signing  officers  or,  in the case of share  certificates  which  are not valid
unless  countersigned by or on behalf of a transfer agent and/or registrar,  the
signatures of both signing officers,  may be printed or mechanically  reproduced
in facsimile upon share  certificates  and every such facsimile  signature shall
for all purposes be deemed to be the signature of the officer whose signature it
reproduces  and  shall be  binding  upon the  Corporation.  A share  certificate
executed as  aforesaid  shall be valid  notwithstanding  that one or both of the
officers whose facsimile signature appears thereon no longer holds office at the
date of issue of the certificate.

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 claimed to have been lost, destroyed or wrongfully taken
on such reasonable terms as to indemnity, reimbursement of expenses and evidence
of loss and of title as the  board  may  from  time to time  prescribe,  whether
generally or in any particular case.

7.09      Joint Shareholders

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

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 securities
register in respect  thereof or to make payment of any dividends  thereon except
upon  production  of all  such  documents  as may be  required  by law and  upon
compliance with the reasonable  requirements of the Corporation and its transfer
agents.


                                  SECTION EIGHT
                              DIVIDENDS AND RIGHTS
                              --------------------

8.01      Dividends

Subject to the  provisions  of the Act,  the board may from time to time declare
dividends  payable to the shareholders  according to their respective rights and
interest in the Corporation.

                                      -16-

<PAGE>



Dividends  may be paid in money or property  or by issuing  fully paid shares of
the Corporation.

8.02      Dividend Cheques

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

8.03      Non-receipt of Cheques

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

8.04      Record Date for Dividends and Rights

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

8.05      Unclaimed Dividends

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


                                  SECTION NINE
                            MEETINGS OF SHAREHOLDERS
                            ------------------------

9.01      Annual Meetings

The annual  meeting of  shareholders  shall be held at such time in each year as
the board,  the Chairman of the Board (if any) or the President may from time to
time  determine,  for the purpose of  considering  the financial  statements and
reports  required by the Act to be placed  before the annual  meeting,  electing
directors, appointing an auditor and for the transaction of

                                      -17-

<PAGE>



such other business as may properly be brought before the meeting.

9.02      Special Meetings

The board,  the Chairman of the Board (if any) or the President shall have power
to call a special meeting of shareholders at any time.

9.03      Place of Meetings

Meetings  of  shareholders  shall  be  held  at  the  registered  office  of the
Corporation or elsewhere in the  municipality in which the registered  office is
situate or, if the board shall so  determine,  at some other place in Canada or,
if all the shareholders  entitled to vote at the meeting so agree, at some place
outside Canada.

9.04      Notice of Meetings

Notice of the time and place of each meeting of  shareholders  shall be given in
the manner  provided in  paragraph  12.01 not less than 10 days 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 for  notice is
entered in the securities  register as the holder of one or more shares carrying
the right to vote at the meeting. Notice of a meeting of shareholders called for
any purpose other than  consideration of the financial  statements and auditor's
report,  election of directors and  reappointment of the incumbent auditor shall
state or be  accompanied  by a  statement  of the  nature  of such  business  in
sufficient  detail to permit the shareholder to form a reasoned judgment thereon
and the text of any special resolution or by-law to be submitted to the meeting.
A shareholder  and any other person entitled to attend a meeting of shareholders
may in  any  manner  waive  notice  of or  otherwise  consent  to a  meeting  of
shareholders.

9.05      List of Shareholders Entitled to Notice
          
For every  meeting of  shareholders,  the  Corporation  shall  prepare a list of
shareholders entitled to receive notice of the meeting, arranged in alphabetical
order and showing the number of shares held by each shareholder entitled to vote
at the meeting.  If a record date for the meeting is fixed pursuant to paragraph
9.06, the shareholders listed shall be those registered at the close of business
on such record date. If no record date is fixed, the  shareholders  listed shall
be those  registered at the close of business on the day  immediately  preceding
the day on which  notice of the  meeting  is given,  or where no such  notice is
given,  the day on which the meeting is held.  The list shall be  available  for
examination  by any  shareholder  during usual  business hours at the registered
office of the Corporation or at the place where the central securities  register
is maintained and at the meeting for which the list was prepared.

9.06      Record Date for Notice

The  board may fix in  advance  a date,  preceding  the date of any  meeting  of
shareholders  by not more  than 50 days and not less  than 21 days,  as a record
date  for the  determination  of the  shareholders  entitled  to  notice  of the
meeting,  provided  that  notice of any such record date shall be given not less
than seven days before such record date by newspaper advertisement in the manner
provided in the Act and, if any shares of the Corporation are listed for trading
on a stock exchange in Canada, by written notice to each such stock exchange. If
no record

                                      -18-

<PAGE>



date is so fixed,  the record  date for the  determination  of the  shareholders
entitled to notice of the  meeting  shall be at the close of business on the day
immediately  preceding  the day on which the notice is given or, if no notice is
given, the day on which the meeting is held.

9.07      Meetings without Notice

A  meeting  of  shareholders  may be held  without  notice at any time and place
permitted by the Act:

     (a)  if all the shareholders entitled to vote thereat are present in person
          or represented  by proxy waive notice of or otherwise  consent to such
          meeting being held; and

     (b)  if the auditor  and the  directors  are present or waive  notice of or
          otherwise  consent  to  such  meeting  being  held,  so  long  as such
          shareholders,  auditor and directors present are not attending for the
          express purpose of objecting to the transaction of any business on the
          grounds that the meeting is not lawfully called. At such a meeting any
          business  may be  transacted  which the  Corporation  at a meeting  of
          shareholders  may transact.  If the meeting is held at a place outside
          Canada, shareholders not present or represented by proxy, but who have
          waived notice of or otherwise consented to such meeting, shall also be
          deemed to have consented to the meeting being held at such place.

9.08      Chairman Secretary and Scrutineers

The chairman of any meeting of shareholders shall be the first mentioned of such
of the  following  officers  as have been  appointed  and who is  present at the
meeting:  the President or a Vice-President who is a director and a shareholder.
If no such officer is present  within 15 minutes from the time fixed for holding
the meeting,  the persons present and entitled to vote shall choose one of their
number to be  chairman.  If the  Secretary  of the  Corporation  is absent,  the
chairman  shall appoint some person,  who need not be a  shareholder,  to act as
secretary of the meeting. If desired,  one or more scrutineers,  who need not be
shareholders,  may be  appointed by a  resolution  or by the  chairman  with the
consent of the meeting.

9.09      Persons Entitled to be Present

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

9.10      Quorum

Subject  to  paragraph  9.20,  two  persons  present  in  person,  each  being a
shareholder entitled to vote at the meeting or a duly appointed  proxyholder for
an absent  shareholder  entitled to vote at the meeting shall be a quorum at any
meeting of the  shareholders for the choice of a chairman of the meeting and the
adjournment  of the meeting;  for all other  purposes a quorum at any meeting of
shareholders  unless a greater  number is  required  to be  present or a greater
number of shares are required to be  represented at the meeting by the Act or by
the articles

                                      -19-

<PAGE>



or any other by-law shall be persons present in person, each being a shareholder
entitled to vote at the meeting or a duly  appointed  proxyholder  for an absent
shareholder  entitled  to vote at the  meeting not being less than two in number
and holding or  representing  by proxy not less than 51% of the total  number of
the issued shares of the  Corporation  for the time being enjoying voting rights
at such meeting.  If at any meeting,  the requisite quorum is not present within
half an hour after the time appointed for the meeting, then the meeting shall be
adjourned  to such date not being  less than 10 days  later and to such time and
place as may be announced by the chairman at the meeting and subject to 9.18, it
shall not be necessary to give notice of the adjourned meeting.

At such  adjourned  meeting the persons  present at such meeting,  provided that
there are at least two such persons present in person,  each being a shareholder
entitled to vote at the meeting or a duly  appointed  proxyholder  for an absent
shareholder  entitled  to  vote  at the  meeting,  shall  be a  quorum  for  the
transaction of the business for which the meeting was originally called.

9.11      Right to Vote

Subject to the  provisions  of the Act as to authorized  representatives  of any
other body corporate or association,  at any meeting of  shareholders  for which
the  Corporation  has prepared the list  referred to in  paragraph  9.05,  every
person who is named in such list  shall be  entitled  to vote the  shares  shown
opposite his name except to the extent that such person has  transferred  any of
his shares after the record date  determined in accordance  with  paragraph 9.06
and the transferee,  having produced properly endorsed  certificates  evidencing
such  shares or having  otherwise  established  that he owns  such  shares,  has
demanded  not later than 10 days before the meeting that his name be included in
such  list.  In any such  case the  transferee  shall  be  entitled  to vote the
transferred shares at the meeting.  At any meeting of shareholders for which the
Corporation  has not prepared  the list  referred to in  paragraph  9.05,  every
person  shall be  entitled  to vote at the meeting who at the time is entered in
the securities  register as the holder of one or more shares  carrying the right
to vote at such meeting.

9.12      Proxies

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

9.13      Time for Deposit of Proxies

The  board  may  by  resolution  specify  in  a  notice  calling  a  meeting  of
shareholders  a time,  preceding  the  time of such  meeting  or an  adjournment
thereof by not more than 48 hours  exclusive of any part of a non-business  day,
before which time proxies to be used at such meeting must be deposited.  A proxy
shall be acted upon only if, prior to the time so specified,  it shall have been
deposited with the Corporation or an agent thereof  specified in such notice or,
if no such time is specified in such notice, only if it has been received by the
Secretary  of  the  Corporation  or by  the  chairman  of  the  meeting  or  any
adjournment thereof prior to the time of voting.

                                      -20-

<PAGE>



9.14      Joint Shareholders

If two or more persons hold shares jointly, any one of them present in person or
represented  by proxy at a meeting of  shareholders  may,  in the absence of the
other or  others,  vote the  shares;  but if two or more of  those  persons  are
present in person or represented  by proxy and vote,  they shall vote as one the
shares jointly held by them.

9.15      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 a majority of the votes
cast on the  question.  In case of an  equality  of votes  either upon a show of
hands or upon a poll,  the chairman of the meeting shall be entitled to a second
or casting vote.

9.16      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.

9.17      Ballots

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

9.18      Adjournment

The chairman at the meeting of shareholders  may with the consent of the meeting
and subject to such  conditions  as the meeting may decide,  or where  otherwise
permitted under the provisions of the Act, adjourn the meeting from time to time
and from place to place. If a meeting of shareholders is adjourned for less than
30 days,  it shall not be  necessary  to give notice of the  adjourned  meeting,
other than by  announcement  at the  earliest  meeting that is  adjourned.  If a
meeting  of  shareholders  is  adjourned  by one  or  more  adjournments  for an
aggregate of 30 days or more,  notice of the adjourned meeting shall be given as
for an original meeting.



                                      -21-

<PAGE>



9.19      Resolution in Writing

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


9.20      Only One Shareholder

Where the  Corporation  has only one shareholder or only one holder of any class
or series of shares,  all  business  which the  Corporation  may  transact at an
annual or special  meeting of  shareholders  shall be  transacted  in the manner
provided for in paragraph 9.19.


                                   SECTION TEN
                      INFORMATION AVAILABLE TO SHAREHOLDERS
                      -------------------------------------

10.01     Information Available to Shareholders

Except as provided by 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 directors it would be  inexpedient  in the interests
of the Corporation to communicate to the public.

10.02     Directors' Determination

The directors may from time to time, subject to the rights conferred by the Act,
determine  whether  and to what extent and at what time and place and under what
conditions or  regulations  the  documents,  books and registers and  accounting
records of the  Corporation  or any of them shall be open to the  inspection  of
shareholders and no shareholder  shall have any right to inspect any document or
book or register or accounting record of the Corporation  except as conferred by
statute or  authorized by the board or by a resolution  of the  shareholders  in
general meeting.


                                 SECTION ELEVEN
                            DIVISIONS AND DEPARTMENTS
                            -------------------------

11.01     Creation and Consolidation of Divisions

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



                                      -22-

<PAGE>



11.02     Name of Division

Any division or its  sub-units  may be  designated by such name as the board may
from time to time determine and may transact business under such name,  provided
that  the  Corporation  shall  set out its  name in  legible  characters  in all
contracts,  invoices,  negotiable  instruments  and orders for goods or services
issued or made by or on behalf of the Corporation.

11.03     Officers of Division

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


                                 SECTION TWELVE
                                     NOTICES
                                     -------

12.01     Method of Giving Notices

Any notice  (which term  includes  any  communication  or  document) to be given
(which  term  includes  sent,  delivered  or served)  pursuant  to the Act,  the
regulations thereunder, the articles, the 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 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
to the recorded address as aforesaid; a notice so mailed shall be deemed to have
been given when  deposited  in a post  office or public  letter box and shall be
deemed to have been received on the fifth day after so depositing;  and a notice
so 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,  auditor or member of a committee of the board in  accordance  with any
information believed by him to be reliable.

12.02     Signature to Notices

The  signature  of any director or officer of the  Corporation  to any notice or
document to be given by the Corporation may be written, stamped,  typewritten or
printed or partly written, stamped, typewritten or printed.

12.03     Proof of Service

A  certificate  of  the  Chairman  of the  Board  (if  any),  the  President,  a
Vice-President,  the  Secretary or the  Treasurer or of any other officer of the
Corporation  in office  at the time of the  making  of the  certificate  or of a
transfer officer of any transfer agent or branch transfer agent of shares of any
class of the Corporation as to the facts in relation to the mailing or delivery

                                      -23-

<PAGE>



of any notice or other document to any shareholder, director, officer or auditor
or  publication  of any notice or other  document  shall be conclusive  evidence
thereof and shall be binding on every shareholder,  director, officer or auditor
of the Corporation as the case may be.

12.04     Notice to Joint Shareholders

All notices with respect to shares  registered  in more than one name shall,  if
more than one address  appears on the records of the  Corporation  in respect of
such joint  holdings,  be given to all of such joint  shareholders  at the first
address so  appearing,  and notice so given  shall be  sufficient  notice to the
holders of such shares.

12.05     Computation of Time

In computing the date when notice must be given under any provision  requiring a
specified  number of days  notice of any meeting or other event both the date of
giving the notice and the date of the meeting or other event shall be excluded.

12.06     Undelivered Notices

If any notice given to a shareholder  pursuant to paragraph 12.01 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.

12.07     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 nonreceipt 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 found thereon.

12.08     Deceased Shareholders

Any notice or other document delivered or sent by post or left at the address of
any  shareholder  as the same appears in the records of the  Corporation  shall,
notwithstanding  that such shareholder be then deceased,  and whether or not the
Corporation  has notice of his  decease,  be deemed to have been duly  served in
respect of the shares held by such shareholder  (whether held solely or with any
person or  persons)  until  some  other  person be  entered  in his stead in the
records of the  Corporation as the holder or one of the holders thereof and such
service shall for all purposes be deemed a sufficient  service of such notice or
document on his heirs,  executors or administrators and on all persons,  if any,
interested with him in such shares.


12.09     Persons Entitled by Death or Operation of Law
          
Every person who, by operation of law,  transfer,  death of a shareholder or any
other means  whatsoever,  shall become entitled to any share,  shall be bound by
every  notice in respect of such share  which  shall have been duly given to the
shareholder  from whom he derives  his title to such share prior to his name and
address being entered on the securities register (whether

                                      -24-

<PAGE>



such notice was given  before or after the  happening of the event upon which he
became so entitled) and prior to his furnishing to the  Corporation the proof of
authority or evidence of his entitlement prescribed by the Act.

12.10     Waiver of Notice

Any shareholder (or his duly appointed proxyholder),  director, officer, auditor
or member of a committee of the board may at any time waive any notice, or waive
or  abridge  the time for any  notice,  required  to be given to him  under  any
provision of the Act, the regulations  thereunder,  the articles, the by-laws or
otherwise  and such waiver or  abridgement,  whether  given  before or after the
meeting or other  event of which  notice is  required to be given shall cure any
default  in the  giving or in the time of such  notice,  as the case may be. Any
such waiver or  abridgement  shall be in writing  except a waiver of notice of a
meeting of shareholders or of the board or of a committee of the board which may
be given in any manner.


                                SECTION THIRTEEN
                                 EFFECTIVE DATE
                                 --------------

13.01     Effective Date

This by-law shall come into force upon being passed by the board.

ENACTED this 13th day of May, 1997.

WITNESS the seal of the Corporation.

                  Chairman of the Board                     Alan Doyle
                  President                        -        Lee Furlong
                  Secretary                        -        David N. Kornhauser
                  Vice President-Finance           -        Bill Allred
                  Vice President-Operations        -        Paul Mentzer

BE IT RESOLVED THAT the foregoing By-Law No. 4 being a bylaw relating  generally
to the  transaction  of the business and affairs of the  Corporation  be and the
same is hereby made as a by-law of the  Corporation  and the  President  and the
Secretary be and they are hereby  authorized to sign the by-law and to apply the
corporate seal thereto.



                                      -25-

<PAGE>


The  undersigned,  being  all  of the  directors  of the  Corporation  by  their
signature   hereby   consent,   pursuant  to  the  provisions  of  the  Business
Corporations Act, to the foregoing resolution.

DATED the 13th day of May, 1997.


/s/John Blaikie
---------------



/s/Alan Doyle
-------------



/s/Russell French
-----------------



/s/Lee Furlong
--------------



/s/David Kornhauser
-------------------







                                      -26-