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# Exhibit 1.2

BY-LAW NO. 1

| | A
by-law relating generally to the conduct
of the business and affairs of
| | -------------------------------------------------------------------------

| | QUARTET
MANAGEMENT LTD.
| | -----------------------

(herein called the
"Corporation")

|         |  |                                  |  |     |  |                        | 
|-------- |  | -------------------------------- |  | --- |  | ---------------------- | 
|CONTENTS
|1.       |  | Interpretation                   |  | 8.  |  | Dividends              | 
|2.       |  | Directors                        |  | 9.  |  | Financial Year         | 
|3.       |  | Meetings of Directors            |  | 10. |  | Notices                | 
|4.       |  | Remuneration and Indemnification |  | 11. |  | Execution of Documents | 
|5.       |  | Officers                         |  | 12. |  | Effective Date         | 
|6.       |  | Meetings of Shareholders         |  |     |  |                        | 
|7.       |  | Shares                           |  |     |  |                        | 

BE
IT ENACTED as a by-law of the Corporation as follows:

1. INTERPRETATION

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

| | (a) |  | Act means
the Business Corporations Act, 1982, and includes the           Regulations made pursuant
thereto;
| | --- |  | --------------------------------------------------------------------------------------------------------------

| | (b) |  | articles means
the articles of incorporation of the Corporation as           amended from time to time;
| | --- |  | ---------------------------------------------------------------------------------------------------------

| | (c) |  | board means
the board of directors of the Corporation;
| | --- |  | --------------------------------------------------------

168

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| | (d) |  | by-laws means
all by-laws, including special by-laws, of the                Corporation as amended from
time to time;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------

| | (e) |  | Corporation means
this Corporation;
| | --- |  | -------------------------------------

| | (f) |  | person includes
an individual, sole proprietorship, partnership,                unincorporated
association, unincorporated syndicate, unincorporated                organization, trust,
body corporate, and a natural person in his capacity as                trustee, executor,
administrator, or other legal representative;
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1.02   In this by-law
where the context requires words importing the singular include the plural and vice versa
and words importing gender include the masculine, feminine and neuter genders.

1.03   All the words and terms
appearing in this by-law shall have the same definitions and application as in the Act.

2.    DIRECTORS

2.01   Powers Subject
to any unanimous shareholders agreement, the business and affairs of the
Corporation shall be managed or supervised by a board of directors being composed of:

| | A fixed board of one director.
| | ------------------------------

2.02   Resident Canadians Except
where the Corporation is a non-resident Corporation, a majority of the directors shall be
resident Canadians but where the Corporation has only one or two directors, one director
shall be a resident Canadian.

2.03   Qualifications-
Any individual may be a director of the Corporation except:

| | (i) |  | A
person who is less than eighteen years of age.
| | --- |  | ------------------------------------------------

| | (ii) |  | A
person who is of unsound mind and has been so found by a court.
| | ---- |  | -----------------------------------------------------------------

| | (iii) |  | A
person who has the status of a bankrupt.
| | ----- |  | ------------------------------------------

2.04   Election and Term The
election of directors shall take place at the first meeting of shareholders and at each
succeeding annual meeting at which an election of directors is required. The directors
shall hold office for an expressly stated term which shall expire not later than the
close of the third annual meeting of shareholders following the election. A director not
elected for an expressly stated term ceases to hold office at the close of the first
annual meeting of shareholders following his election. Incumbent directors, if qualified,
shall be eligible for re-election. If an election of directors is not held at the proper
time the directors shall continue in office until their successors are elected.

169

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2.05   Resignation A
director who is not named in the articles may resign from office upon giving a written
resignation to the Corporation and such resignation becomes effective when received by
the Corporation or at the time specified in the resignation, whichever is later. A
director named in the articles shall not be permitted to resign his office unless at the
time the resignation is to become effective a successor is elected or appointed.

2.06   Removal Subject
to clause (f) of section 120 of the Act, the shareholders may, by ordinary resolution at
an annual or special meeting remove any director or directors from office before the
expiration of his term and may, by a majority of the votes cast at the meeting, elect any
person in his place for the remainder of his term.

2.07   Vacation of Office A
director ceases to hold office when he dies, resigns, is removed from office by the
shareholders, or ceases to have the necessary qualifications.

2.08   Vacancies Subject
to the exceptions in section 124 of the Act, where a vacancy occurs on the board, a
quorum of the directors then in office may appoint a person to fill the vacancy for the
remainder of the term. If there is not a quorum of directors or if there has been a
failure to elect the number of directors required by the articles or in the case of a
variable board as required by special resolution, the directors then in office shall
forthwith call a special meeting of shareholders to fill the vacancy and, if they fail to
call a meeting or if there are no directors then in office, the meeting may be called by
any shareholder.

3.   MEETINGS
OF DIRECTORS

3.01   Place of MeetingsMeetings
of the board may be held at the registered office of the Corporation or at any other
place within or outside of Ontario but, except where the Corporation is a non-resident
corporation, or the articles or the by-laws otherwise provide, in any financial year of
the Corporation a majority of the meetings of the board shall be held at a place within
Canada.

3.02   Meetings by TelephoneWhere all the directors present at or participating in the meeting have
consented thereto, any director may participate in a meeting of the board by means of
conference telephone, electronic or other communication facilities as permit all persons
participating in the meeting to communicate with each other simultaneously and
instantaneously and a director participating in such a meeting by such means is deemed
for the purposes of the Act and these by-laws to be present at the meeting. If a majority
of the directors participating in such a meeting are then in Canada the meeting shall be
deemed to have been held in Canada.

3.03   Calling of MeetingsMeetings of the board shall be held from time to time at such place, at such
time and on such day as the president or a vice-president who is a director or any two
directors may determine, and the secretary shall call meetings when directed or
authorized by the president or by a vice-president who is a director or by any two
directors. Notice of every meeting so called shall be given to each director not less
than 48hours (excluding any part of a Sunday and of a holiday as defined by the
Interpretation Act) before the time when the meeting is to be held, except that no notice
of meeting shall be necessary if all the directors are present or if those absent have
waived notice of or otherwise signified their consent the holding of such meeting. 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.

170

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3.04   Regular Meetings The
board may appoint a day or days in any month or months for regular meetings at a place
and hour to be named. A copy of any resolution of the board fixing the place and time of
regular meetings of the board shall be sent to each director forthwith after being
passed, but no other notice shall be required for any such regular meetings.

3.05   First Meeting of New
Board Each newly elected board may without notice hold its first meeting for
the purpose of organization and the election and appointment of officers immediately foil
owing a meeting of shareholders at which such board is elected, provided that a quorum of
directors is present.

3.06   Quorum Where
the Corporation has only one director, that director may constitute a quorum for the
transaction of business at any meeting of the board. Where the Corporation has two
directors both directors of the Corporation must be present at any meeting of the board
to constitute a quorum. Subject to the articles or by-laws of the Corporation a majority
of the number of directors or minimum number of directors required by the articles
constitutes a quorum at any meeting of directors but in no case shall a quorum be less
than two-fifths of the number of directors or less then the minimum number of directors,
as the case may be.

3.07   Resident CanadiansDirectors
shall not transact business at a meeting of the board unless a majority of the directors
present are resident Canadians. However, directors may transact business at a meeting of
the board where a majority of resident Canadian directors is not present if,

| | (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 Canadian directors would have been present had the
          director been present at the meeting.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------

3.08   Chairman The
Chairman of any meeting of the board shall be the first mentioned of such of the
following officers as have been appointed and who is a director and is present at the
meeting:

| | Chairman of the Board,
President, or 
Vice-President who is a director.
| | -----------------------------------------------------------------------

If no such officer is present, the
directors present shall choose one of their number to be Chairman.

171

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3.09   Votes to Govern At
all meetings of the board, every question shall be decided by a majority of the votes
cast on the question.

3.10   Casting Vote In
the case of an equality of votes on any question at a meeting of the board, the Chairman
of the meeting shall not be entitled to a second or casting vote.

3.11   Disclosure of
Interests in Contracts Every director or officer of the Corporation who is a
party to a material contract or proposed material contract with the Corporation, or is a
director or officer or has a material interest in any corporation which is a party to a
material contract or proposed material contract with the Corporation shall disclose in
writing to the Corporation or request to have entered in the minutes of the meeting of
directors the nature and extent of his interest as required by section 132 of the Act.

3.12   Resolution in Lieu of
Meeting A resolution in writing, signed by all the directors entitled to vote
on that resolution 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. A copy of every
such resolution shall be kept with the minutes of the proceedings of the directors or
committee of directors.

3.13   Delegation Directors
may appoint from their number a managing director who is a resident Canadian or a
committee of directors and delegate to such managing director or committee any of the
powers of the directors. If the directors appoint a committee of directors, a majority of
the members of the committee must be resident Canadians. Unless otherwise determined by
the board, each committee shall have the power to fix its quorum at not less than a
majority of its members, to elect its chairman and to regulate its procedure.

4.   REMUNERATION
AND INDEMNIFICATION

4.01   Remuneration Subject
to the articles, the by-laws or any Unanimous Shareholders Agreement, the board may
fix the remuneration of the directors. Such remuneration shall be in addition to any
salary or professional fees payable to a director who serves the Corporation in any other
capacity. In addition, directors shall be paid such sums in respect of their
out-of-pocket expenses incurred in attending board, committee or shareholders meetings
or otherwise in respect of the performance by them of their duties as the board may from
time to time determine.

4.02   Limitation of
LiabilityNo director or officer shall be liable for the acts, receipts,
neglects or defaults of any other director or officer or employee, or for joining in any
receipt or other act for conformity, or for any loss, damage or expense happening to the
Corporation through the insufficiency or deficiency of title to any property acquired for
or on behalf of the Corporation, or for the insufficiency or deficiency of any security
in or upon which any of the monies of the Corporation shall be invested, or for any loss
or damage arising from the bankruptcy, insolvency or tortious acts of any person with
whom any of the monies, securities or effects of the Corporation shall be deposited, or
for any loss occasioned by any error of judgment or oversight on his part, or for any
other loss, damage or misfortune whatever which shall happen in the execution of the
duties of his office or in relation thereto, unless the same are occasioned by his own
wilful neglect or default; provided that nothing herein shall relieve any director or
officer from the duty to act in accordance with the Act or from liability for any breach
thereof.

172

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4.03   Indemnity of Directors
and Officers Except as provided in section 136 of the Act, every director and
officer of the Corporation, every 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 shall, from time to time, be indemnified and saved
harmless by the Corporation from and 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 such corporation or
body corporate if,

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

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

4.04   Insurance Subject
to the limitations contained in the Act, the Corporation may purchase and maintain such
insurance for the benefit of its directors and officers as such, as the board may from
time to time determine.

5.     OFFICERS

5.01   Election or
AppointmentAt the first meeting of the board after each election of directors,
the board shall elect or appoint a president, and a secretary and if deemed advisable may
appoint one or more vice-presidents, a general manager, a treasurer and such other
officers as the board may determine including one or more assistants to any of the
officers so appointed. Any two of the said offices may be held by the same person. If the
same person holds the office of secretary and treasurer, he may, but need not, be known
as the secretary-treasurer.

5.02   Term, Remuneration and
Removal The terms of employment and remuneration of all officers elected or
appointed by the board (including the president) shall be determined from time to time by
resolution of the board. 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 determined. All officers, in the absence of agreement to the contrary, shall be
subject to removal by resolution of the board at any time with or without cause.

5.03   President The
president shall be the chief executive officer of the Corporation. He shall, if present,
preside at all meetings of the shareholders and of the directors and shall be charged
with the general supervision of the business and affairs of the Corporation except the
power to do anything referred to in sub-section 127(3) of the Act. Except when the board
has appointed a general manager or managing director, the president shall also have the
powers and be charged with the duties of that office except the power to do anything
referred to in sub-section 127(3) of the Act.

173

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5.04   Vice-President The
vice-president, or if there are more then one, the vice-presidents in order of seniority
(as determined by the board) shall be vested with all the powers and shall perform all
the duties of the president in the absence or disability or refusal to act of the
president, except that he shall not preside at meetings of the directors or shareholders
unless he is qualified to attend meetings of directors or shareholders as the case may
be. If a vice-president exercises any such duty or power, the absence or inability of the
president shall be presumed with reference thereto. A vice-president shall also perform
such duties and exercise such powers as the president may from time to time delegate to
him or the board may prescribe.

5.05   General Manager The
general manager, if one is appointed, shall have the general management and direction,
subject to the authority of the board and the supervision of the president, of the
Corporations business and affairs and the power to appoint and remove any and all
officers, employees and agents of the Corporation not elected or appointed directly by
the board and to settle the terms of their employment and remuneration but shall not have
the power to do any of the things set forth in sub-section 127(3) of the Act. If and so
long as the general manager is a director, he may but need not be known as the managing
director.

5.06   Secretary The
secretary shall attend all meetings of the directors, shareholders and committees of the
board and shall enter or cause to be entered in books kept for that purpose minutes of
all proceedings at such meetings; he shall give, or cause to be given, when instructed,
notices required to be given to shareholders, directors, auditors and members of
committees; he shall be the custodian of the stamp or mechanical device generally used
for affixing the corporate seal of the Corporation and of all books, papers, records,
documents and other instruments belonging to the Corporation; and he shall perform such
other duties as may from time to time be prescribed by the board.

5.07   Treasurer The
treasurer shall keep, or cause to be kept proper accounting records as required by the
Act; he shall deposit or cause to be deposited all monies received by the Corporation in
the Corporations bank account; he shall, under the direction of the board,
supervise 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
perform such other duties as may from time to time be prescribed by the board.

5.08   Other Officers The
duties of all other officers of the Corporation shall be such as the terms of their
engagement call for or the board requires of them. 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.

174

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5.09   Variation of Duties From time to time the board may vary, add to or limit the powers and duties of
any officer or officers, but shall not delegate to any officer any of the powers set
forth in sub-section 127(3) of the Act.

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

5.11   Fidelity Bonds The
board may require such officers, employees and agents of the Corporation as it deems
advisable to furnish bonds for the faithful performance of their duties, in such form and
with such surety as the board may from time to time prescribe.

6.   MEETINGS
OF SHAREHOLDERS

6.01   Annual Meetings The
directors shall call the first annual meeting of shareholders not later than eighteen
months after the Corporation comes into existence and subsequently not later than fifteen
months after holding the last preceding annual meeting. The annual meeting of
shareholders of the Corporation shall be held at such time and on such day in each year
as the board may from time to time determine, for the purpose of receiving the reports
and statements required by the Act to be laid before the annual meeting, electing
directors, appointing auditors and fixing or authorizing the board to fix their
remuneration, and for the transaction of such other business as may properly be brought
before the meeting.

6.02   Special Meetings The
board may at any time call a special meeting of shareholders for the transaction of any
business which may properly be brought before such meeting of shareholders. All business
transacted at an annual meeting of shareholders, except consideration of the financial
statements, auditors report, election of directors and reappointment of the
incumbent auditor, is deemed to be special business.

6.03   Place of MeetingsMeetings
of shareholders shall be held at the registered office of the Corporation, or at such
other place within or outside of Ontario as the board from time to time determines.

6.04   Notice of Meetings Notice
of the time and place of each meeting of shareholders shall be sent not less than 10 days
and not more than 50 days before the date of the meeting to the auditor of the
Corporation, to each director, and to each person whose name appears on the records of
the Corporation at the close of business on the day next preceding the giving of the
notice as a shareholder entitled to vote at the meeting. Notice of a special meeting of
shareholders shall state:

| | (a) |  | the
nature of the business to be transacted at the meeting in sufficient detail
               to permit the shareholders to form a reasoned judgment thereon; and
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) |  | the
text of any special resolution or by-law to be submitted to the meeting.
| | --- |  | ----------------------------------------------------------------------------

175

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6.05   Persons Entitled to be
Present The only persons entitled to attend 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 by-laws of the Corporation to be present at the meeting. Any other persons may
be admitted only on the invitation of the chairman of the meeting or with the consent of
the meeting.

6.06   Quorum The
holders of a majority of the shares entitled to vote at a meeting of shareholders present
in person or by proxy constitutes a quorum for the transaction of business at any meeting
of shareholders.

6.07   One Shareholder
MeetingIf the Corporation has only one shareholder, or only one holder of any
class or series of shares, the shareholder present in person or by proxy constitutes a
meeting.

6.08   Right to Vote At
any meeting of shareholders, unless the articles otherwise provide, each share of the
Corporation entitles the holder thereof to one vote at a meeting of shareholders.

6.09   Joint Shareholders Where
two or more persons hold the same share or shares jointly, any one of such persons
present at a meeting of shareholders may in the absence of the others vote the shares
but, if two or more of such persons who are present in person or by proxy, vote, they
shall vote as one on the shares jointly held by them.

6.10   Proxies Every
shareholder entitled to vote at a meeting of shareholders may by means of a proxy appoint
a proxy holder or one or more alternate 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 in writing
and executed by the shareholder or by his attorney authorized in writing. Subject to the
requirements of the Act the instrument may be in such form as the directors from time to
time prescribe or in such other form as the chairman of the meeting may accept as
sufficient. It shall be deposited with the Corporation before any vote is taken under its
authority, or at such earlier time and in such manner as the board by resolution
prescribes.

6.11   Scrutineers At
each meeting of shareholders one or more scrutineers may be appointed by a resolution of
the meeting or by the chairman with the consent of the meeting to serve at the meeting.
Such scrutineers need not be shareholders of the Corporation.

6.12   Votes to Govern Unless
otherwise required by the Act, or the articles or by-laws of the Corporation, all
questions proposed for the consideration of the shareholders at a meeting shall be
decided by a majority of the votes cast thereon.

6.13   Show of Hands At
all meetings of shareholders every question shall be decided by a show of hands unless a
ballot thereon be required by the chairman or be demanded by a shareholder or proxyholder
present and entitled to vote. Upon a show of hands every person present and entitled to
vote, has one vote regardless of the number of shares he represents. After a show of
hands has been taken upon any question, the chairman may require or any shareholder or
proxyholder present and entitled to vote may demand a ballot thereon. Whenever a vote by
show of hands shall have been taken upon a question, unless a ballot thereon be so
required or demanded, a declaration by the chairman 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 the
question. The result of the vote so taken and declared shall be the decision of the
Corporation on the question. A demand for a ballot may be withdrawn at any time prior to
the taking of the ballot.

176

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6.14   Ballots If
a ballot is required by the chairman of the meeting or is demanded and the demand is not
withdrawn, a ballot upon the question shall be taken in such manner as the chairman of
the meeting directs.

6.15   Adjournment The
chairman of a meeting of shareholders may, with the consent of the meeting and subject to
such conditions as the meeting may decide, adjourn the meeting from time to time and from
place to place.

7.   SHARES

7.01   Allotment Subject
to any Unanimous Shareholders Agreement, the board may from time to time issue or
grant options to purchase the whole or any part of the authorized and unissued shares of
the Corporation at such time 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.

7.02   Lien for IndebtednessSubject to the Act, the Corporation has a lien on shares registered in the name
of a shareholder or his legal representative for any debt of the shareholder to the
Corporation. The Corporation may enforce the lien by:

| | (i) |  | in
the case of redeemable shares, redeeming the shares at their redemption           price;
and
| | --- |  | -----------------------------------------------------------------------------------------------

| | (ii) |  | in
the case of all other shares by purchasing such shares at their book value           for
cancellation or for re-sale;
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------

and by applying the value of such
shares so determined to the debt of the shareholder. In enforcing the lien as aforesaid
the Corporation shall not be obliged to redeem or purchase all of the shares of that class
but only the shares subject to the lien. In electing to enforce the lien in this manner
the Corporation shall not prejudice or surrender any other rights of enforcement of the
lien which may in law be available to it or any other remedy available to the Corporation
for collection of the debt or any part thereof.

177

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7.03   Share Certificates Every
holder of one or more shares of the Corporation is entitled, at his option, to a share
certificate, or to a non-transferable written acknowledgment of his right to obtain a
share certificate, stating the number and class or a series of shares held by him as
shown on the records of the Corporation. Share certificates and acknowledgments of a
shareholders right to a share certificate shall be in such form as the board shall
from time to time approve. The share certificate shall be signed manually by at least one
director or officer of the Corporation or by or on behalf of the registrar or transfer
agent and any additional signatures required on the share certificate may be printed or
otherwise mechanically reproduced thereon.

7.04   Replacement of Share
Certificates  The directors may by resolution prescribe, either generally or in
a particular case, the conditions upon which a new share certificate may be issued to
replace a share certificate which has been defaced, lost, stolen or destroyed.

7.05   Transfer Agent and
Registrar The board may from time to time appoint a registrar to maintain the
securities register and a transfer agent to maintain the register of transfers and may
also appoint one or more branch registrars to maintain branch security registers and one
or more branch transfer agents to maintain branch registers of transfers, but one person
may be appointed both registrar and transfer agent. The board may at any time terminate
any such appointment.

7.06   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 dividends, bonus, return of capital or other money payable or warrant issuable
in respect of such share.

8.   DIVIDENDS

8.01   Declaration Subject
to the Act and the articles, the board may declare and the Corporation may pay a dividend
to the shareholders according to their respective rights in the Corporation. Such a
dividend may be paid by issuing fully paid shares of the Corporation or options or rights
to acquire fully paid shares of the Corporation or may be paid in money or property.

8.02   Payment 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 in respect
of which it has been declared, and mailed by ordinary mail postage prepaid to such
registered holder at his last address appearing on the records of the Corporation. 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 if more than one address
appears on the books of the Corporation in respect of such joint holding the cheque shall
be mailed to the first address so appearing. The mailing of such cheque as aforesaid
shall satisfy and discharge all liability for the dividend to the extent of the sum
represented thereby, unless such cheque be not paid on presentation.

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8.03   Non-Receipt of Cheque In the event of the non-receipt of any cheque for a dividend by the person to
whom it is so sent as aforesaid, the Corporation on proof of such non-receipt and upon
satisfactory indemnity being given to it shall issue to such person a replacement cheque
for a like amount.

8.04   Purchase of Business
as of Past Date Where any business is purchased by the Corporation as from a
past date (whether such date be before or after the incorporation of the Corporation)
upon terms that the Corporation shall as from that date take the profits and bear the
losses of the business, such profits or losses as the case may be shall, at the
discretion of the directors be credited or debited wholly or in part to revenue account,
and in that case the amount so credited or debited shall, for the purpose of ascertaining
the fund available for dividends, be treated as a profit or loss arising from the
business of the Corporation.

9.   FINANCIAL
YEAR

9.01   Financial Year The
financial or Fiscal year of the Corporation shall end on the 31st day of December in each
year.

10.   NOTICES

10.01   Method of Giving
NoticeAny notice, communication or other document to be given by the
Corporation to a shareholder, director, officer, or auditor of the Corporation under any
provision of the Act, the articles or by-laws 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 ordinary mail or if sent
to him at his recorded address by any means of any prepaid transmitted or recorded
communication. A notice so delivered shall be deemed to have been given when it is
delivered personally or delivered 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 fourth day after so
depositing; and a notice so sent by any means of transmitted or recorded communication
shall be deemed to have been received on the fifth day after so depositing; 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 of the Corporation in accordance with any information believed by him to be
reliable. The recorded address of a director shall be his latest address as shown in the
records of the Corporation or in the most recent notice filed under the Corporations
Information Act, whichever is the more current.

10.02   Computation of Time In computing the date when notice must be given under any provision of the
articles or by-laws requiring a specified number of days notice of any meeting or
other event, the date of giving the notice shall, unless otherwise provided, be included.

10.03   Omissions and Errors The accidental omission to give any notice to any shareholder, director,
officer, or auditor, or the non-receipt of any notice by any shareholder, director,
officer, or auditor 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.

179

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10.04   Notice to Joint
Shareholders All notices with respect to any shares registered in more than
one name may if more then one address appears on the records of the Corporation in
respect of such joint holding, be given to such Joint shareholders at the first address
so appearing, and notice so given shall be sufficient notice to all the holders of such
shares.

10.05   Persons Entitled by
Death or Operation of Law Every person who by operation of law, by transfer or
the death of a shareholder or otherwise becomes entitled to shares, is bound by every
notice in respect of such shares which has been duly given to the registered holder of
such shares prior to his name and address being entered on the records of the
Corporation.

10.06   Waiver of Notice Any
shareholder (or his duly appointed proxy) director, officer or auditor may waive any
notice required to be given under the articles or by-laws of the Corporation 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 the giving of such notice.

10.07   Signatures to NoticesThe signatures to any notice to be given by the Corporation may be written,
stamped, typewritten or printed or partly written, stamped, typewritten or printed.

11.   EXECUTION
OF DOCUMENTSi)

11.01   Signing Officers Deeds,
transfers, assignments, contracts and obligations of the Corporation may be signed by the
president or a vice-president or a director together with the secretary or treasurer or
an assistant secretary or assistant treasurer or another director. Notwithstanding this,
the board may at any time and from time to time direct the manner in which and the person
or persons by whom any particular deed, transfer, contract or obligation or any class of
deeds, transfers, contracts or obligations may be signed.

11.02   Seal Any
person authorized to sign any document may affix the corporate seal thereto.

12.     EFFECTIVE
DATE

12.01   Effective Date This
by-law comes into force upon confirmation by the shareholders of the Corporation in
accordance with the Act.

ENACTED
this 5th day of July 1985

|s/s W. Francis StrongPresident | s/s Patricia KeonSecretary
|------------------------------ | --------------------------

(Corporate Seal)

180

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The
foregoing by-law is hereby passed by the directors of the Corporation pursuant to the
Business Corporations Act, 1982 as evidenced by the respective signatures hereto of all
the directors.

| | Dated
the 5th day of July 1985
| | ------------------------------

s/s Richard Valentine

---

In
lieu of confirmation at a general meeting of the shareholders, we the undersigned, being
all of the shareholders of the Corporation entitled to vote at a meeting of shareholders,
hereby confirm in writing the above by-law pursuant to the Business Corporations Act,
1982.

| | Dated
the 5th day of July 1985
| | ------------------------------

|                                |                             
|------------------------------- | ----------------------------
|s/s MACRON MANAGEMENT LTD.      | s/s SABRINA INVESTMENTS LTD.
|                                |                             
|s/s TREEMOUNT
DEVELOPMENTS INC. |                             
|                                |                             

181

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BY-LAW NO. 2

| | A
By-law respecting the borrowing of money and the issuing of securities by:
| | ----------------------------------------------------------------------------

| | QUARTET
MANAGEMENT LTD.
| | -----------------------

(herein called the "Corporation")

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

|1. |  | Without
limiting the borrowing powers of the Corporation as set forth in the           Business
Corporations Act, 1982 (the Act) the Directors of the           Corporation
may, from time to time, without the authorization of the           Shareholders:
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) |  | borrow
money upon the credit of the Corporation;
| | --- |  | ------------------------------------------------

| | (b) |  | issue,
re-issue, sell or pledge debt obligations of the Corporation, including           without
limitation, bonds, debentures, notes or other similar obligations of the
          Corporation whether secured or unsecured;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) |  | subject
to Section 20 of the Act, give a guarantee on behalf of the Corporation           to
secure performance of any present or future indebtedness, liability or
          obligation of any person; and
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) |  | charge,
mortgage, hypothecate, pledge or otherwise create a security interest           in all or
any currently owned or subsequently acquired, real or personal,           movable or
immovable, property of the Corporation, including without limitation,           book
debts, rights, powers, franchises and undertakings, to secure any present           or
future indebtedness, liabilities or other obligations of the Corporation.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. |  | The
Directors may, from time to time, by resolution delegate any or all of the
          powers referred to in paragraph 1 of this By-law to a Director, a Committee of
          Directors or one or more officers of the Corporation.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

PASSED
by the Directors and sealed with the Corporations seal this 5th day of July 1985

|     | s/s W. Francis StrongPresident
|---- | ------------------------------
|     |                               
|     | s/s Patricia KeonSecretary    
|SEAL |                               

182

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The
foregoing By-law is hereby passed by the Directors of the Corporation pursuant to the
Business Corporations Act, 1982 as evidenced by the respective signatures hereto of all
the Directors.

| | Dated
the 5th day of July 1985
| | ------------------------------

s/s Richard Valentine

In
lieu of confirmation at a general meeting of the Shareholders, we the undersigned, being
all of the Shareholders of the Corporation entitled to vote at a meeting of Shareholders,
hereby confirm in writing the above By-law pursuant to the Business Corporations Act,
1982.

| | Dated
the 5th day of July 1985
| | ------------------------------

|s/s MACRON MANAGEMENT LTD.      | s/s SABRINA INVESTMENTS LTD.
|------------------------------- | ----------------------------
|                                |                             
|s/s TREEMOUNT DEVELOPMENTS INC. |                             
|                                |                             

183

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BY-LAW NO. 3

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

HEALTH CARE PRODUCTS
INC.

CONTENTS

|ARTICLE I    | INTERPRETATION                              
|------------ | --------------------------------------------
|ARTICLE II   | BUSINESS OF THE CORPORATION                 
|ARTICLE III  | DIRECTORS                                   
|ARTICLE IV   | COMMITTEES                                  
|ARTICLE V    | OFFICERS                                    
|ARTICLE VI   | PROTECTION OF DIRECTORS,
OFFICERS AND OTHERS
|ARTICLE VII  | MEETINGS OF SHAREHOLDERS                    
|ARTICLE VIII | SHARES                                      
|ARTICLE IX   | DIVIDENDS AND LOANS TO EMPLOYEES            
|ARTICLE X    | DIVISIONS AND DEPARTMENTS                   
|ARTICLE XI   | NOTICES                                     
|             |                                             
|ARTICLE XII  | EFFECTIVE DATE AND REPEAL                   

184

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| | BE
IT IS ENACTED as a by-law of HEALTH CARE PRODUCTS INC. follows:
| | ------------------------------------------------------------------

ARTICLE I 
INTERPRETATION

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

| | (a) |  | Act means
the Business Corporations Act, 1982 of Ontario and any           regulations made
pursuant thereto, and any statute that may be substituted           therefore, as from
time to time amended, and any reference to a particular           provision of the Act
shall be deemed also to be a reference to any similar           provision resulting from
the amendment or replacement thereof;
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) |  | appoint includes
elect and vice-versa;
| | --- |  | ------------------------------------------

| | (c) |  | Articles means
the articles of incorporation dated July 15, 1985,           of the Corporation, as may
from time to time be amended or restated;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) |  | board means
the board of directors of the Corporation;
| | --- |  | --------------------------------------------------------

| | (e) |  | by-law means
this by-law and all other by-laws of the Corporation           from time to time in force
and effect;
| | --- |  | --------------------------------------------------------------------------------------------------------------------

| | (f) |  | Corporation means
the corporation as incorporated by Certificate of           Incorporation under the Act
under the name of Health Care Products Inc.;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g) |  | meeting
of shareholders means an annual meeting of shareholders and           a special
meeting of shareholders; special meeting of shareholders          means 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;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h) |  | non-business
day means Saturday, Sunday and any other day that is a           holiday as defined
in the Interpretation Act (Ontario) and any statute that may           be substituted
therefore, as from time to time amended;
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) |  | recorded
address means, in the case of a shareholder, his address           as recorded in
the securities register of the Corporation; and in the case of           joint
shareholders, the addresses appearing in such securities register in           respect of
such joint holding or the first address so appearing if there is more           than one;
in the case of a director, his latest address as shown in the records           of the
Corporation or in the last notice of directors or notice of change of           directors
as filed in accordance with the Act; in the case of an officer or           auditor, his
address as recorded in the records of the Corporation; and in the           case of the
Corporation, its registered office;
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

185

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| | (j) |  | contracts,
documents or instruments in writing 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 securities and all paper writings;
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (k) |  | signing
officer means, in relation to any contracts, documents or           instruments in
writing, any person authorized to sign the same on behalf of the           Corporation by
Section 2.04 hereof or by any resolution passed pursuant thereto           and, with
respect to certificates for shares of the Corporation, means any           person
authorized to sign the same on behalf of the Corporation by or pursuant           to
Section 8.02 hereof;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (l) |  | unanimous
shareholder agreement means a written agreement among all           the
shareholders of the Corporation or among all such shareholders and a person           who
is not a shareholder or a written declaration of the beneficial owner of all           of
the issued shares of the Corporation, that restricts in whole or in part the
          powers of the directors to manage the business and affairs of the Corporation,
          as from time to time amended.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1.02   Subject to Section 1.01
hereof, terms defined in the Act and used herein shall, unless the context otherwise
requires, have the same meaning herein as in the Act.

1.03   In this by-law words
importing the singular number only include the plural and vice-versa and words importing
the masculine gender include the feminine and neuter genders.

1.04   The terms herein,
hereof, hereby and similar expressions refer to this by-law, as
from time to time amended, and not to any particular Section or other portion hereof.

1.05   The division of this
by-law into Articles and Sections and the insertion of headings are for convenience of
reference only and shall not affect the construction or interpretation hereof.

ARTICLE  II BUSINESS
OF THE CORPORATION

2.01   Registered office The
registered office of the Corporation shall be at the place in Ontario from time to time
specified in the Articles and at such location therein initially specified in the
Articles and thereafter as the board may from time to time determine.

2.02   Corporate Seal Until
changed by resolution of the board, the corporate seal of the Corporation shall be in the
form impressed below.

SEAL

2.03   Financial Year Until
changed by resolution of the board, the financial year of the Corporation shall end on
the 31st day of December in each and every year.

186

---

2.04   Execution of
InstrumentsContracts, documents and instruments in writing required to be
executed by the Corporation may be signed on behalf of the Corporation by two persons,
one of whom holds the office of chairman of the board, managing director, president, a
vice-president and the other of whom holds one of the said offices or the office of
secretary, treasurer, assistant secretary or assistant treasurer or any other office
created by by-law or by the board and all contracts, documents and instruments in writing
so signed shall be binding upon the Corporation without any further authorization or
formality. In addition, the board may at any time and from time to time by resolution
direct the manner in which the person or persons by whom any particular contract,
document or instrument in writing or any class of contracts, documents and instruments in
writing may or shall be signed on behalf of the Corporation. Any person authorized to
sign any document may affix the corporate seal of the Corporation thereto but no such
contract, document or instrument in writing shall be invalid by reason only of the
corporate seal not being affixed thereto.

All shares, bonds, debentures,
notes or other securities owned by the Corporation may be issued or held in the name of a
nominee or nominees of the Corporation (and if issued or held in the name of more than
one nominee shall be held in the names of the nominees jointly with right of
survivorship) and if so issued or held shall be endorsed in blank with endorsement
guaranteed in order to enable transfers to be completed and registrations to be effected.

2.05   Banking Arrangements The banking business of the Corporation including, without limitation, the
borrowing of money and the giving of security therefore, shall be transacted with such
banks, trust companies and other persons as may from time to time be designated,
appointed or authorized by or under the authority of the board. Such banking business, or
any part thereof, shall be transacted by such person or persons (with or without the
power to sub-delegate) under and in accordance with such agreements, instructions and
delegations of power as the board may from time to time by resolution designate, direct
or authorize.

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

2.07   Shareholder
InformationSubject to the provisions of the Act or any other applicable
legislation or rule of law, 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, is not in the interests of the shareholders or of the
Corporation to communicate to the public. The board may from time to time determine
whether and to what extent and at what time and place and under what conditions or
regulations the accounts, records and documents of the Corporation or any of them shall
be open to the inspection of shareholders and no shareholder shall have any right of
inspecting any account, record or document of the Corporation except as conferred by the
Act or any other applicable legislation or rule of law or as authorized by the board or
by resolution passed at a meeting of shareholders.

187

---

ARTICLE III 
DIRECTORS

3.01   Number of Directors
and Quorum Until changed in accordance with the Act, the board shall consist
of not less than one (1) nor more than ten (10) directors, of whom a majority shall be
resident Canadians and at least one-third (1/3) of the directors shall not be officers or
employees of the Corporation or any of its affiliates. The board shall be entitled from
time to time by resolution to fix the number of directors within such limits and to
establish the quorum of directors for the transaction of business at not less than a
majority of the minimum number of directors specified in the Articles. Until fixed as
aforesaid the number of directors of the Corporation shall be five (5) of whom a majority
shall constitute a quorum at any meeting of the board. Subject to Section 3.08 hereof, no
business shall be transacted at a meeting of the board unless a quorum is present and a
majority of the directors present are resident Canadians.

3.02   Qualifications- The
following persons are disqualified from being directors of the Corporation:

| | a) |  | anyone
who is less than 18 years of age;
| | -- |  | ----------------------------------------

| | b) |  | anyone
who is of unsound mind and           has been so found by a court in Canada or elsewhere;
| | -- |  | ------------------------------------------------------------------------------------------------

| | c) |  | a
person who is not an           individual; or
| | -- |  | -----------------------------------------------

| | d) |  | a
person who has the status of a bankrupt.
| | -- |  | ------------------------------------------

A director need not be a shareholder
of the Corporation.

3.03   Removal of Directors Subject to the provisions of the Act, the shareholders may, by ordinary
resolution passed at a meeting of shareholders, remove any director from office prior to
the expiration of his term and the vacancy created by such removal may be filled at the
same meeting of shareholders failing which it may be filled by the directors. Any
director elected or appointed to fill a vacancy on the board shall hold office for the
unexpired term of the position which is being filled by such election or appointment.

3.04   Vacation of Office The
office of director shall ipso facto be vacated when he dies or resigns, becomes
disqualified from being a director under Section 3.02 hereof, or if he is removed from
office in accordance with Section 3.04 hereof. The resignation of a director becomes
effective at the time a written resignation is sent or delivered to the Corporation, or
at the time specified in the resignation, whichever is the later.

3.05   Vacancies Subject
to the provisions of the Act, a quorum of directors may fill a vacancy among the
directors, except a vacancy resulting from an increase in the number or minimum number of
directors or from a failure of the shareholders to elect the number or minimum number of
directors required by the Articles. In the absence of a quorum of the board, or if the
vacancy has arisen from the failure of the shareholders to elect the number or minimum
number of directors required by the Articles, the directors then in office shall
forthwith call a special meeting of the shareholders to fill the vacancy and, if they
fail to call a meeting or if there are no directors then in office, the meeting may be
called by any shareholder.

188

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3.06   Action by the Board Subject to any unanimous shareholder agreement, the board shall manage the
business and affairs of the Corporation. Except as provided by Sections 3.08 and 3.09
hereof, the powers of the directors may be exercised by resolution passed at a meeting of
the board 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 among the directors, the remaining directors may exercise all the powers of the
board so long as a quorum remains in office.

3.07   Canadian Majority The
directors shall not transact business at a meeting of the board, other than filling a
vacancy among the directors, unless a majority of 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 Canadian directors would have been present had that
          director been present at the meeting.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------

3.08   Meetings by telephone If all the directors of the Corporation consent, a director may participate in
a meeting of the board or any committee of directors 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 shall be deemed to be
present at that 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 directors held while the directors giving such consent
hold office.

3.09   Place of MeetingsMeetings
of the board and of any committee 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
shall be held at a place within Canada.

3.10   Calling of MeetingsMeetings of the board shall be held from time to time at such locations at such
times and on such days as the board, the chairman of the board, the president, the
managing director, a vice-president who is a director or any two directors may determine.
The secretary or the assistant secretary shall convene a meeting of the board on the
direction of the chairman of the board, the president, a vice-president who is a director
or any two directors.

3.11   Notice of Meeting Notice
of the date, time and place of each meeting of the board shall be given in the manner
provided in Section 11.01 hereof to each director not less than three days before the
date of the meeting if the notice is mailed and not less than 24 hours before the time
when the meeting is to be held if the notice is given by the telephone; provided always
that a director may in any manner, and either before or after the meeting, waive notice
of a meeting of the board or any committee of directors or any irregularity in any
meeting; and attendance of a director at a meeting of the board or committee of directors
shall constitute a waiver of notice of the meeting except where a director attends a
meeting for the express purpose of objecting to the transaction of any business on the
grounds that the meeting is not lawfully held. A meeting of directors may be held at any
time without notice if all the directors are present, or if a quorum is present and those
directors who are absent have consented in writing to the holding of a meeting in their
absence. 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.

189

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3.12   First Meeting of New
Board No notice of the first meeting of the board held following a meeting of
shareholders at which directors are elected shall be necessary in order to legally
constitute the meeting, provided that a quorum of directors is present and further
provided that such meeting is held not later than 3 days following such meeting of
shareholders.

3.13   Adjourned Meetings Notice
of an adjourned meeting of directors is not required if the time and the place of the
adjourned meeting is announced at the original meeting.

3.14   Regular Meetings The
directors may appoint a day or days in any month or months for regular meetings of the
board at a stated place and hour. 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 a matter proposed to be dealt with at that meeting to be specified.

3.15   Chairman The
chairman of any meeting of the board shall be the chairman of the board, or in his
absence or at his request, the president if he is a director, or in his absence or at his
request, the managing director, or in his absence or at his request or if there is no
managing director, a vice-president who is a director. If no such person is present, the
directors present shall choose one of their number to be the chairman.

3.16   Votes to Govern At
all meetings of the board, every question to be decided shall be decided upon by a
majority of the votes cast on the question. In case of an equality of votes, the chairman
of the meeting shall have a second or casting vote.

3.17   Remuneration of
DirectorsThe directors shall be paid such remuneration for their services, if
any, as the board may from time to time by resolution determine and such remuneration
shall be in addition to any salary or professional fees paid to any director who is also
an officer or employee of the Corporation or who is counsel to or otherwise serves the
Corporation in a professional capacity. The board may also by resolution from time to
time award special remuneration out of the funds of the Corporation to any director who
performs any special work or service for, or undertakes any special mission on behalf of,
the Corporation outside the work or services ordinarily required of a director by the
Corporation. In addition, the directors shall also be reimbursed in respect of their
out-of-pocket expenses incurred in attending board, committee and shareholders meetings,
or otherwise in respect of the performance by them of their duties as directors, as the
board may from time to time determine.

190

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3.18   Submission of
Contracts, Acts and Transactions for Shareholder Approval The board may, in
its discretion, submit any contract, act or transaction for approval, ratification or
confirmation at any meeting of shareholders called for the purpose of considering the
same, and, subject to the provisions of the Act, any such contract, act or transaction
that shall be approved, ratified or confirmed by ordinary resolution at any such meeting
(unless any different or additional requirement is imposed by the Act or by the Articles
or by any other by-laws of the Corporation) shall be as valid and binding upon the
Corporation and upon all the shareholders as though it had been approved, ratified or
confirmed by every shareholder of the Corporation.

ARTICLE IV 
COMMITTEES

4.01   Executive Committee The board, whenever it consists of more than six, may, from time to time,
elect from among its members an executive committee consisting of not fewer than 3
directors of whom a majority shall be resident Canadians and may delegate to the
executive committee, subject to such restrictions, if any, as the board may impose from
time to time, any powers of the board except those which, under the Act, no committee of
directors has authority to exercise. Each member of the executive committee shall serve
during the pleasure of the board, and, in any event, only so long as he shall be a
director. The board may fill vacancies in the executive committee by election from among
its number. If and whenever a vacancy shall exist in the executive committee, the
remaining members may exercise all its powers so long as a quorum remains in office.

4.02   Audit Committee The
board shall appoint annually from among its members an audit committee composed of not
less than 3 directors, a majority of whom shall be resident Canadians and shall not be
officers or employees of the Corporation or any of its affiliates. The auditors of the
Corporation shall be sent notice of every meeting of the audit committee and shall be
entitled to attend and be heard thereat. The audit committee shall have the duties
prescribed by the Act and such other powers and duties as the board may from time to time
confer upon it.

4.03   Other Committees In
addition to the provisions of Sections 4.01 and 4.02, the board may appoint such other
committees from among its members, however designated, and delegate to any such committee
any of the powers of the board except those which pertain to items which, under the Act,
a committee of the board has no authority to exercise. A majority of the members of any
such committee shall be resident Canadians.

4.04   Advisory Bodies The
board may from time to time appoint such advisory bodies from among its members as it may
deem advisable. A majority of the members of every such committee shall be resident
Canadians.

191

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4.05   Transaction of
Business Subject to the provisions of Sections 3.08 and 3.09 hereof, the
powers of a committee of directors shall be exercised by resolution passed at a meeting
at which a quorum is present or by resolution in writing signed by all directors entitled
to vote on that resolution at a meeting of that committee. Subject to the provisions of
the Act and this Article Four and unless otherwise determined by the board, each
committee shall have power to fix its quorum at not less than the majority of its
members, to elect its chairman and to regulate its procedures.

ARTICLE V 
OFFICERS

5.01   Appointment At
the first meeting of the board following each annual meeting of shareholders at which
directors are elected, the board shall appoint from among their number a chairman of the
board and shall also appoint a president. In default of such appointment, the then
incumbents, subject to the provisions of Section 5.09 hereof in the case of the chairman
of the board, shall hold office until their successors are appointed.

From time to time the board
shall also appoint a secretary and, if it shall see fit, may also appoint one or more
vice-presidents (to which title may be added words indicating seniority or function) a
treasurer, a general manager and such other officers as the board deems appropriate,
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 power to manage or supervise the management of the
business and affairs of the Corporation. One person may hold more than one office and,
save as herein otherwise provided with respect to the chairman of the board, an officer
may but need not be a director. If the same person holds the office of secretary and
treasurer he may, but need not, be known as the secretary/treasurer. Vacancies occurring
from time to time in any office may be filled by the board.

5.02   Chairman of the Board The board may from time to time also appoint a chairman of the board who shall
be a director. If appointed, the board may assign to him any of the powers and duties
that are by any provisions of this by-law assigned to the managing director or to the
president; and he shall have such other powers and duties as the board may specify.

5.03   President/Chief
Executive Officer The board may by resolution appoint the president as the
chief executive officer of the Corporation and may at any time revoke such appointment.
If not so appointed, the president shall be the chief operating officer of the
Corporation. As chief operating officer, the president shall manage the business and
affairs of the Corporation under the general direction of the chairman of the board, and
in the absence or inability to act of the chairman of the board, the president shall be
vested with and may exercise all of the powers and perform all the duties of the chairman
of the board; provided, however, that unless he is a director he shall not preside as
chairman of any meeting of the board or at any committee of directors.

5.04   Managing Director The
board may from time to time also appoint a managing director who shall be a resident
Canadian and a director. If appointed, the board may by resolution appoint him the chief
executive officer of the Corporation and may at any time revoke such appointment; he
shall have such powers and duties as the board may specify. During the absence or
disability of the president, or if no president has been appointed, the managing director
shall also have the powers and duties of that office.

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5.05   Vice-President Each
vice-president shall perform such duties and exercise such powers as the board may from
time to time prescribe or as the chairman of the board or the president may from time to
time delegate to him. During the absence, inability or refusal to act of both the
chairman of the board, president, and managing director, or if the offices of both
chairman of the board, president and managing director shall be vacant, then during such
absence, inability or refusal to act or so long as such vacancy exists in such offices,
all of the duties of the chairman of the board, of the president, and of the managing
director may be performed and their powers exercised by the vice-president, or if there
are more than one, by vice-president in order of seniority (as determined by the board)
save that no vice-president who is not a director shall preside at any meeting of the
board or any committee of directors. If a vice-president exercises any such duty or
power, the absence, inability or refusal to act or vacancies in the offices of the
chairman of the board, the president and the managing director shall be presumed with
reference thereto.

5.06   Secretary The
secretary shall attend and be the secretary of all meetings of the board, shareholders
and committees of directors and shall enter or cause to be entered in the 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 directors. He shall, except when some other officer or agent has
been appointed for that purpose, be custodian of the stamp or mechanical device generally
used for affixing the corporate seal of the corporation and of all books, papers,
records, contracts, documents and other instruments belonging to the Corporation and he
shall have such other powers and duties as the board, the chairman of the board or the
president may from time to time prescribe.

5.07   Treasurer Subject
to the provisions of any resolution of the board, the treasurer, if one be appointed,
shall be responsible for the control of the funds of the Corporation, for all banking
arrangements of the Corporation and for the safe-keeping of securities, shall keep or
cause to be kept full and accurate books of account and accounting records as may be
required by applicable law and shall render to the board as and when required of him an
account of all his transactions as treasurer and of the financial position of the
Corporation. In addition, the treasurer shall have such other powers and duties as the
board, the chairman of the board or the president may from time to time prescribe.

5.08   Powers and Duties of
Other Officers The powers and duties of all other officers of the Corporation
shall be such as the terms of their engagement call for or as the board or chief
executive officer may from time to time prescribe. Any of the powers and/or duties of an
officer to whom an assistant has been appointed may be exercised and performed by such
assistant, unless the board or the chief executive officer otherwise directs.

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

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5.10   Term of Office The
board, in its discretion, may remove any officer of the Corporation, without prejudice to
such officers right under any employment contract or in law. Save as aforesaid,
each officer appointed by the board shall hold office until his successor is appointed;
provided, that, the term of office of the chairman of the board shall expire if and when
the person occupying that office ceases to be a director.

5.11   Agents and Attorneys The board shall have the 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 power to sub-delegate, as the board may deem fit.

5.12   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.

ARTICLE VI 
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

6.01   Fiduciary Obligation


| | (a) |  | With
respect to a material contract between the Corporation and one or more           director
thereof or between the Corporation and another person of which the           director of
the Corporation is a director or in which he has a material           interest, such
material contract is neither void not voidable by reason only of           that
relationship or by reason only that a director with an interest in the           contract
is present at or is counted to determine the presence of a quorum at a           meeting
of directors or committee of directors that authorized the contract, if           the
director disclosed his interest in accordance with the Act and the contract           was
approved by the directors or the shareholders and it was reasonable and fair           to
the Corporation at the time it was approved.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) |  | With
respect to a non-material contract or transaction between the Corporation           and
any director, the following shall apply. No director shall be disqualified           by
reason of being a director from, or be required to vacate his office as a
          director by reason of, holding any other office or place of profit with or with
          respect to the Corporation or any body corporate in which the Corporation is or
          proposes to become a shareholder, or by reason of contracting with or being
          otherwise in any way directly or indirectly interested or concerned in any
          contract or arrangement made or proposed to be made with the Corporation, 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 always to the provisions in that regard contained in
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 void 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 any
fiduciary           relationship.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (c) |  | No
director shall be obliged to make any declaration of interest with respect           to a
contract or proposed contract with the Corporation in which such director           is in
any way directly or indirectly interested except such declaration as is
          required by the Act, nor, subject to such provisions, shall any director be
          obliged to refrain from voting in respect of any such contract.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) |  | For
the purposes of this Section 6.01, the term director shall           include
both a director and an officer. The provisions of sub-sections 6.01(b)           and (c)
are in supplement of and not by way of limitation upon the rights and
          obligations in that regard conferred upon directors by the Act.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6.02   Limitation of
LiabilityEvery director and officer of the Corporation in exercising his
powers and discharging his duties shall act honestly and in good faith with a view to the
best interests of the Corporation and exercise the care, diligence and skill that a
reasonably prudent person would exercise in comparable circumstances. Subject to the
foregoing and 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, 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, for, or on behalf
of the Corporation, or for the insufficiency or deficiency of any security in or upon
which any of the monies of the Corporation shall be placed out or invested, or for any
loss or damage arising from the bankruptcy, insolvency or tortious acts of any person,
including any person with whom any monies, 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, the monies, securities or other assets of the
Corporation, or for any other loss, damage or misfortune whatsoever which may happen in
the execution of the duties of his office or in relation thereto, unless the same are
occasioned by his own wilful neglect or default; provided that nothing in Section 6.02
shall relieve any director or officer, in the exercising of his powers and in the
discharging of his duties, from the duty to act in accordance with the Act and the
regulations thereunder or from liability for any breach thereof.

6.03   Indemnification Subject
to the limitations contained in the Act, the Corporation shall indemnify and save
harmless every director or officer of the Corporation, former director or officer of the
Corporation and every 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 their respective heirs and legal representatives, from and against any
liability and all costs, charges and expenses, including any amounts paid to settle an
action or to satisfy a judgment, reasonably incurred by him in respect of any suit,
action or proceeding to which he is made a party by reason of being or having been a
director or officer of the Corporation or such body corporate, if

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

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| | (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. Nothing in this
by-law shall limit the right of any person entitled to indemnify to claim indemnity apart
from the provisions of this by-law.

6.04   Insurance Subject to the
limitations contained in the Act, the Corporation may purchase and maintain such insurance
for the benefit of its directors and officers, former directors and officers and any
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 their
respective heirs and legal representatives, as the directors may from time to time
determine.

ARTICLE VII 
MEETINGS OF SHAREHOLDERS

7.01   Annual Meetings The
annual meeting of shareholders shall be held at such time, on such day, in each year and,
subject to Section 7.03 hereof, at such place as the board, the chairman of the board or
the president may from time to time determine, for the purpose of considering the
financial statements and reports required by the Act to be placed before the annual
meeting, electing directors, appointing auditors and for the transaction of such other
business as may properly be brought before the meeting. The board shall call an annual
meeting not later than fifteen months after the holding of the last preceding meeting.

7.02   Special Meetings The board, the chairman of the board, the president, the managing
director or a vice-president shall have the power to call a special meeting of the
shareholders at any time.

7.03   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 or outside Ontario,
or, if all the shareholders entitled to vote at the meeting so agree, at some place
outside Canada.

7.04   Notice of Meetings Notice of the time and place of each meeting of shareholders
shall be given in the manner provided in Section 11.01 hereof not less than 21 nor more
than 50 days before the date of the meeting to each director, to the auditor of the
Corporation, if any, and to each shareholder who, at the close of business on the record
date for notice or, if no record date for notice is fixed, at the close of business on the
day preceding the day on which notice is given, 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 financial
statements and auditors report, election of directors and re-appointment of the
incumbent auditor shall state the nature of such business in sufficient detail to permit
the shareholder to form a reasoned judgment thereon and shall state the text of any
special resolution to be submitted to the meeting.

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7.05   Meetings Without Notice A
shareholder entitled to vote thereat and any other person entitled to attend a meeting of
shareholders may in any manner, and either before or after the meeting, waive notice of a
meeting of shareholders, and attendance of any such person at a meeting of shareholders is
a waiver of notice of the meeting, except where he attends a meeting for the express
purpose of objecting to the transaction of any business on the grounds that the meeting is
not lawfully called. 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 duly represented, 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.

7.06   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 entitled to vote
at the meeting held by each shareholder. If a record date for the meeting is fixed
pursuant to Section 7.07 hereof, 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. 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 securities register is kept and at the place where the meeting
is held. Where a separate list of shareholders has not been prepared, the names of persons
appearing in the securities register at the requisite time as the holder of one or more
shares carrying the right to vote at such meetings shall be deemed to be a list of
shareholders.

7.07   Record Date for
Notice The board may by resolution fix in advance a record date,
preceding the date of any meeting of shareholders by not more than 50 nor less than 21
days, for the determination of the shareholders entitled to notice of such meeting. Notice
of every such record date shall be given not less than 7 days before such record date by
newspaper advertisement and to each stock exchange in Canada on which shares of the
Corporation are listed for trading, all in the manner provided in the Act. If no record
date is so fixed, the record date for the determination of the shareholders entitled to
notice of meeting shall be the close of business on the day immediately preceding the day
on which the notice is given or, if no notice is given, the day on which the meeting is
held.

7.08   Chairman, Secretary and
Scrutineers At any meeting of shareholders, the chairman of the board or the
president or the managing director, whoever is the chief executive officer of the
Corporation, or in his absence or at his request, another of them, or in the absence of
both such others, a vice- president or a director who is a shareholder shall be chairman.
If no such person is present within 15 minutes after the time fixed for holding the
meeting the persons present and entitled to vote at the meeting shall choose one of their
number to be chairman. The secretary of the Corporation shall be the secretary of any
meeting of shareholders but, if the secretary is not present, the chairman of the meeting
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 of the
Corporation, may be appointed by resolution or by the chairman of the meeting with the
consent of the meeting.

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7.09   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 auditors, if any, of the Corporation and
others who, although not entitled to vote, are entitled or required under the Act or the
Articles or by-laws to be present at the meeting. Any other person may be admitted only on
the invitation of the chairman of the meeting or with the consent of the meeting.

7.10   Quorum A quorum for the
transaction of business at any meeting of shareholders shall be two persons present in
person, each being a shareholder entitled to vote thereat or a duly appointed proxy holder
for an absent shareholder so entitled. If a quorum is present at the opening of any
meeting of shareholders, the shareholders present or represented by proxy may proceed with
the business of the meeting notwithstanding that a quorum is not present throughout the
meeting. If a quorum is not present at the opening of any meeting of shareholders, the
shareholders present or represented by proxy may adjourn the meeting to a fixed time and
place but may not transact any other business.

7.11   Right to Vote Subject to
the provisions of the Act as to authorized representatives of shareholders that are bodies
corporate or associations, at any meeting of shareholders every person who is named in the
list referred to in Section 7.06 shall be entitled to vote the shares shown thereon
opposite his name except to the extent hereafter provided where the Corporation has fixed
a record date in respect of such meeting pursuant to Section 7.07. In that event, if a
person named in such list has transferred any of his shares after such record date and if
the transferee, upon producing properly endorsed certificates evidencing such shares or
otherwise establishing to the Corporation that he owns such shares, demands not later than
10 days before the meeting that his name be included in the list, the transferee shall be
entitled to vote the transferred shares at the meeting. In the absence of a list prepared
as aforesaid in respect of any meeting of shareholders, every person shall be entitled to
vote at that meeting who at the time of such meeting is entered in the securities register
as the holder of one or more shares carrying the right to vote at that meeting.

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

7.13   Time for Deposit of Proxies The board may specify in a notice calling a meeting of shareholders a time not
exceeding 48 hours, exclusive of non-business days, preceding the meeting or an
adjournment thereof before which time proxies to be used at the 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, 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.

7.14   Joint Holders 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 of the shares jointly held by them.

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7.15   Votes to Govern At any
meeting of shareholders, every question, unless otherwise required by the Articles or
by-laws or by the Act, shall be determined by the majority of the votes cast on the
question. In case of an equality of votes either upon a show of hands or upon a poll, the
chairman of the meeting shall have a second or casting vote.

7.16   Show of Hands Subject to the Act, every question at the 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 a 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.

7.17   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 with respect to each share which he is entitled to vote at the
meeting upon the question, to one vote or such greater number of votes as may be provided
by the Articles, and the result of the ballot so taken shall be the decision of the
shareholders upon the said question.

7.18   Adjournment If a meeting
of shareholders is adjourned by one or more adjournments 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. Any business may be brought before or dealt
with at the adjourned meeting which may have been brought before or dealt with at the
original meeting.

7.19   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, if any, in accordance with the Act.

ARTICLE VIII 
SHARES

8.01   Allotment and Issue
Subject to the Act, the Articles, and to any pre-emptive rights provided by the Articles,
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. Shares issued by the Corporation ere
non-assessable and the holders thereof are not liable to the Corporation or its creditors
in respect thereof.

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8.02   Share Certificates Every holder of one or more shares of the Corporation shall be
entitled, at his option, to a share certificate, or to a non-transferable written
acknowledgment 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 of the Corporation.
Subject to the provisions of the Act in that behalf, share certificates (and the form of
stock transfer power on the reverse side thereof) and acknowledgements of the
shareholders right to a share certificate, respectively, shall be in such form or
forms as the board shall from time to time by resolution approve. Unless the board by
resolution otherwise directs, share certificates shall be signed by any one of the
chairman of the board, the president, the managing director, a vice-president or a
director together with any one of the secretary, treasurer, and assistant secretary, an
assistant treasurer or another director of the Corporation, and need not be under the
corporate seal. Unless the board by resolution otherwise determines, where the Corporation
has appointed a transfer agent and/or registrar and/or branch transfer agent for shares of
the Corporation, certificates evidencing shares in respect of which such appointment or
appointments has or have been made shall not be valid unless countersigned by or on behalf
of such transfer agent and/or registrar and/or branch transfer agent. The signature of the
chairman of the board, the president, the managing director, a vice-president or a
director and, in the case of share certificates which are not valid unless countersigned
by or on behalf of a transfer agent and/or registrar and/or branch transfer agent, the
signatures of both signing officers may be printed or otherwise mechanically reproduced
thereon in facsimile and every such facsimile signature shall for all purposes be deemed
to be the signature of the person 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 persons whose facsimile signature appears thereon have ceased to
be directors or officers of the Corporation at the date of its issue.

8.03   Securities Register A
central securities register of the Corporation shall be kept at the registered office of
the Corporation or at such other office or place in Ontario as may from time to time be
designated by resolution of the board.

8.04   Registration of Transfer
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 share
with the transfer endorsed thereon or delivered therewith duly executed in accordance with
the Act by the registered holder or by his attorney or successor duly appointed, together
with such reasonable assurance or evidence of signature, identification and authority to
transfer as the board may from time to time prescribe, upon payment of all applicable
taxes and any fees prescribed by the board, upon compliance with such restrictions on
transfer, if any, as are authorized by the Articles and upon satisfaction of any lien
referred to in Section 8.07 hereof.

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8.05   Transfer Agents and Registrars The board may from time to time by resolution appoint one or more transfer agents
and/or branch transfer agents registrars and/or branch registrars (which may but need not
be the same person) for the shares and/or other securities (or any class or classes
thereof) issued by the Corporation in registered form and may provide for the registration
of transfers of such shares and other securities in one or more places and such transfer
agents and/or branch transfer agents and/or registrars and/or branch registrars shall keep
all necessary books and registers of the Corporation for the registration of such
securities (or the class or classes thereof) in respect of which any such appointment has
been made. The board may at any time terminate any such appointment.

8.06   Replacement of Share
Certificates The board or any officers or any agent designated by resolution of 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
payment of such reasonable fee and on such terms as to indemnity, reimbursement of
expenses and evidence of loss and of title as the board may from time to time by
resolution prescribe, whether generally or in a particular case.

8.07   Lien for Indebtedness
Subject to Section 40(2) of the Act, the Corporation shall have a lien on shares
registered in the name of the shareholder or his legal representative for any debt of that
shareholder 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 share
thereby affected or by any other action, suit, remedy or proceeding authorized or
permitted by law or by equity and, pending such enforcement, the transfer of whole or any
part of such shares may be refused.

8.08   Non-recognition of Trusts Subject to the Act, the Corporation shall be entitled to
treat as absolute owner of any share the person in whose name the share is registered in a
securities register as if that person had full legal capacity and authority to exercise
all rights of ownership, irrespective of any knowledge or notice to the contrary or any
indication to the contrary in the Corporations records or on the share certificate.

8.09   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 or written
acknowledgement of a right to obtain a share certificate in respect thereof, and delivery
of such certificate or written acknowledgement to any such persons shall be sufficient
delivery to all of them. Any one of such persons may give effectual receipts for the
certificate issued or written acknowledgement delivered in respect thereof or for any
dividend, bonus, return of capital or other money payable or warrant or right issuable in
respect of such share.

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

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8.11   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.

ARTICLE IX 
DIVIDENDS AND LOANS TO EMPLOYEES

9.01    Dividends Subject to the
provisions of the Act and the Articles, the board may from time to time by resolution
declare and the Corporation may pay dividends on issued and outstanding shares of the
Corporation to the holders thereof according to their respective rights and interest in
the Corporation. Dividends may be paid in money or property or by issuing fully paid
shares of the Corporation.

9.02   Dividend Cheques A
dividend payable in money may be paid by cheque drawn on the Corporations bankers or
any one or more 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. The
board may by resolution appoint one or more dividend disbursing agents for such purpose
and may empower such agent or agents to direct, make and sign all cheques on special
dividend accounts opened for such purpose with the Corporations bankers. In the case
of joint holders the cheque shall, unless such joint holders otherwise direct, be made
payable to the order of all such joint holders and mailed to them at their recorded
address. The mailing of such cheque as aforesaid, unless the same is not paid on due
presentation, shall satisfy and discharge the liability for the dividend to the extent of
the sum represented thereby plus the amount of any tax which the Corporation is required
to and does withhold.

9.03   Non-receipt of Cheques In
the event of non-receipt of any dividend cheque by the person to whom it is sent as
aforesaid, the Corporation shall issue or cause to be issued to such person a replacement
cheque for a like amount in like currency 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 by
resolution prescribe, whether generally or in any particular case.

9.04   Record Date for Dividends and
Rights The board may by resolution fix in advance a date, preceding by not more
than 50 days for the payment of any dividend or the date for the issue of any warrant or
other evidence of right to subscribe for securities of the Corporation, as a record date
for the determination of the persons entitled to receive payment of such dividends or to
exercise such right to subscribe, as the case may be. Notice of each such record date
shall be given, not less than 7 days before such record date, by newspaper advertisement
and to each stock exchange in Canada on which shares of the Corporation are listed for
trading, all in the manner provided in the Act. Where no record date is fixed in advance
as aforesaid, the record date for the determination of the persons entitled to receive
payment of any dividend or to exercise the right to subscribe for securities of the
Corporation, as the case may be, shall be at the close of business on the date on which
the resolution relating to such dividend or right to subscribe is passed by the board.

9.05   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.

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9.06   Loans to Employees The
board may authorize the Corporation from time to time to,

| | (a) |  | make
loans to bona fidefull-time employees of the Corporation whether or not they
are shareholders or directors, with a view to enabling them to purchase or
erect dwelling houses for their own occupation, and take from such employees
mortgages or other security for the repayment of such loans;
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) |  | make
loans to bona fideemployees of the Corporation, other than directors, whether
or not they are shareholders, with a view to enabling them to purchase or
subscribe for shares of the Corporation to be held by them by way of beneficial
ownership;
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) |  | or
provide, in accordance with a scheme for the time being in force, money by way
of loan for the purchase of or subscription for shares of the Corporation by
trustees, to be held by or for the benefit of bona fideemployees of the
Corporation, whether or not they are shareholders or directors.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ARTICLE X 
DIVISIONS AND DEPARTMENTS

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

10.02   Name of Division Any
division or its sub-unit may be designated by such name as the board may from time to time
determine and, subject to the Act, may transact business of any kind and do all acts and
things under such name.

10.03   Officers of Divisions
From time to time the board may appoint one of more officers for any division, prescribe
their official titles, 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 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.

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ARTICLE XI 
NOTICES

11.01   Method of
giving Notice Any
notice (which term includes any communication or document) required or permitted 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 any shareholder, director, officer,
auditor or member of a committee of directors shall be well and 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 sent to
him at his recorded address by any means of prepaid recorded communication. Any notice so
delivered shall be deemed to have been given and received when it is delivered personally
or to the recorded address as aforesaid; and a notice so mailed shall be deemed to have
been given and received when deposited in a post office or public letter box in Canada
provided that a notice or document sent by prepaid mail to a shareholder or a director at
his recorded address shall be deemed to be received by him in the ordinary course of mail
unless there are reasonable grounds for believing that the shareholder or director did not
receive the notice or document at that time or at all; and a notice so given by any means
of recorded communication shall be deemed to have been given and received 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 directors in
accordance with any information received by him and believed by him to be reliable.

11.02   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.

11.03   Undelivered Notices If
any notice given to a shareholder pursuant to Section 11.01 hereof is returned on 3
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.

11.04   Computation of Time In
computing the date when notice must be given under any provision of the Business
Corporations Act, 1982 (Ontario) or the Articles or by-laws of the Corporation requiring a
specified number of days notice of any meeting or other event, the date of giving
the notice shall be included and the date of the meeting or other event shall be excluded.

11.05   Omissions and Errors
None of the accidental omissions to give any notice to any shareholder, director, officer,
auditor or member of a committee of directors, the non-receipt of any notice by any such
person, or any error in any notice not affecting the substance thereof shall invalidate
any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

11.06   Persons Entitled by Death or
Operation of Law Every person who, by operation of law, transfer, death of a
shareholder or 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 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 or authority or evidence of his entitlement prescribed by the
Act.

11.07   Proof of Service A
certificate of the Secretary or other officer of the Corporation or of any agent of the
Corporation as to the mailing or delivery or sending of any notice shall be conclusive
evidence thereof.

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11.08   Waiver of Notice When a
notice or document is required by the Act, the Articles, the by-laws or otherwise to be
given to any shareholder (or his duly appointed proxy holder), director, officer, auditor
or member of a committee of directors or any other person, the giving of such notice or
document may be waived or the time for the notice or document may be waived or abridged
with the consent in writing of the person entitled thereto, either before or after the
time prescribed. Any such waiver or abridgement shall cure any default in the giving or in
the time of such notice, as the case may be. The provisions of this Section 11.07 shall be
in addition to and not in limitation of Sections 3.12 and 7.04 hereof relating to waivers
of notice of meeting of directors and shareholders which may be given in any manner and at
any time.

ARTICLE XII 
EFFECTIVE DATE AND REPEAL

12.01   This by-law shall come into
force upon being passed by the board except with respect to those provisions, if any,
which may require the prior approval of shareholders in which event those portions of this
by-law shall come into effect upon having been approved by the shareholders. Upon this
by-law coming into force, all prior by-laws presently in force other than by-laws relating
to the borrowing powers of the Corporation are repealed provided that such repeal shall
not affect the previous operation of such by-laws so repealed or affect the validity of
any act done or right, privilege, obligation or liability acquired or incurred or the
validity of any contract or agreement made pursuant to any such by-laws prior to their
repeal. All officers and persons acting under such by-laws so repealed shall continue to
act as if appointed under the provisions of this by-law and all resolutions of the
shareholders or board passed under such repealed by-laws shall continue to be good and
valid except to the extent that they are inconsistent with this by-law or until amended or
repealed.

ENACTED this 1st day of February,
1988.

Witness
the corporate seal of the Corporation.

| | s/s W. Francis Strongc/s
| | ------------------------
| | President               
| |                         
| | s/s Patricia Keon       
| | Secretary               

WJHOS36-543

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The
foregoing by-law is hereby confirmed by the consent in writing of all of the shareholders
of the Corporation as evidenced by their signatures below, pursuant to subsection 104(1)
of the Business Corporations Act, 1982 (Ontario).

DATED
 this 1st day of February, 1988.

|s/s Sabrina Investments Ltd.      | s/s Treemount Developments
Limited
|--------------------------------- | ----------------------------------
|                                  |                                   
|s/s El Toro Management Ltd.       | s/s Cheltime Developments Inc.    
|                                  |                                   
|s/s Cavanaugh Industries Inc.     | s/s Cheltime Developments Ltd.    
|                                  |                                   
|s/s Mactavish Medical Corporation |                                   
|                                  |                                   
|s/s Patricia Keon                 | s/s Frank Midghall                
|                                  |                                   
|s/s Harvey Starkman               | s/s Harold Kochberg               
|                                  |                                   
|s/s Dr. Leigh Kutchinsky          |                                   

206