EXHIBIT 1.2

                  HAEMACURE CORPORATION / CORPORATION HAEMACURE


                                 BY-LAW NUMBER 1


                (being a by-law relating generally to the conduct
                       of the affairs of the Corporation)


BE IT AND IT IS HEREBY ENACTED as a by-law of HAEMACURE CORPORATION /
CORPORATION HAEMACURE as follows:


1.       Interpretation

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

         "Act" means the Canada Business Corporations Act, as amended from time
to time, and includes any regulations adopted pursuant thereto;

         "Appoint" includes "elect" and vice versa;

         "Articles" means the articles annexed to the Certificate of
Amalgamation of the Corporation bearing the date of June 11, 1996, as amended or
modified from time to time;

         "Board" means the Board of Directors of the Corporation;

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

         "Corporation" means Haemacure Corporation / Corporation Haemacure;

         "Meeting of the Board" means a regular meeting of the Board of
Directors or a special meeting of the Board of Directors; "regular meeting of
the Board" means a meeting of the Board held once every quarter of the
Corporation's financial year as determined in the manner set out in Section 8;
"special meeting of the Board" means any meeting other than a regular meeting.

         "Meeting of shareholders" means an annual meeting of shareholders or a
special meeting of shareholders; "special meeting of shareholders" means a
meeting of any class or classes of shareholders or a meeting of all shareholders
entitled to vote at an annual meeting of shareholders;

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

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         "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 address appearing in the securities register in respect
of such joint holding or the first address so appearing if there is more than
one; and, in the case of a director, officer, auditor or member of a committee
of the Board, his latest address as recorded in the records of the Corporation;
and

         "Signing officer" means, in relation to any instrument, any person
authorized to sign the same on behalf of the Corporation pursuant to Section 76
hereof or to a resolution adopted for such purpose.

         Save as aforesaid, words and expressions defined in the Act have the
same meaning when used herein.

         Words importing the singular number shall be deemed to include the
plural and vice versa; words importing gender shall be deemed to include the
masculine, feminine and neuter genders; and words importing persons shall be
deemed to include individuals, bodies corporate, partnerships, trusts and
unincorporated entities.

                                CORPORATE MATTERS

2.       Registered Office

         The registered office of the Corporation shall be situated in the
Metropolitan Region of Montreal, in the Province of Quebec, and at such place
therein as the Board may from time to time determine.

3.       Corporate Seal

         The seal of the Corporation shall be a design formed of two concentric
circles between which shall be the name of the Corporation and such seal shall
bear the year of incorporation of the Corporation as hereunder:

                                    DIRECTORS

4.       Powers, Number and Quorum

         The business and affairs of the Corporation shall be managed by a Board
of Directors consisting of a minimum of five (5) and a maximum of fifteen (15)
directors.

         A majority of the number of directors shall form a quorum for the
transaction of business at regular meetings of the Board; if a quorum is not
present twenty (20) minutes after the time fixed for the holding of a regular
meeting of the Board, such meeting shall be adjourned for at least seventy-two
(72) hours and reconvened. The quorum for the transaction of business at any
reconvened regular meeting of the Board shall be three (3) directors; and

         Two-thirds (2/3) of the number of directors shall form a quorum for the
transaction of business at special meetings of the Board; if a quorum is not
present twenty (20) minutes after the time fixed for the holding of a special
meeting of the Board, such meeting shall be

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adjourned for at least seventy two(72) hours and reconvened. The quorum for the
transaction of business at any reconvened special meeting of the Board shall be
a majority of the directors then in office.

5.       Qualifications

         No person shall be qualified for election as a director if he is less
than eighteen (18) years of age, if he is of unsound mind and has been so found
by a Court in Canada or elsewhere, if he is not an individual, or if he has the
status of a bankrupt. A director need not be a shareholder.

         No person shall be elected a director if he has attained the age of
seventy-five (75) years prior to the date of the meeting at which an election of
directors is to take place, provided however that a director who has been
elected prior to his attaining the age of seventy-five (75) years may complete
his term in office. Furthermore, this provision shall not apply to those persons
who were members of the Board immediately prior to the adoption of the present
by-law and who, at the date of such adoption, had attained the age of
seventy-five (75) years.

6.       Election, Term of Office and Removal of Directors

         The election of directors shall take place at each annual meeting of
shareholders. Directors shall be elected on a show of hands unless a ballot is
demanded or required under the Act.

         Directors shall hold office for a term not exceeding the close of the
third annual meeting of shareholders following their election or for such
shorter term as may be fixed by the shareholders at the time of the election.
Subject to the Act and this by-law, with respect to the removal of a director,
the term of office of a director, once fixed by the shareholders, may not be
modified.

         Retiring directors shall be eligible for re-election if otherwise
qualified and shall in any event continue in office until their successors have
been duly elected or appointed. A retiring director shall retain office until
the dissolution or adjournment of the meeting at which his successor is elected
or appointed.

         Subject to the Act, the shareholders of the Corporation may from time
to time, by ordinary resolution at a special meeting of shareholders of which
notice specifying the intention to pass such resolution has been given, remove
any director before the expiration of his term of office and appoint any
qualified person to fill the vacancy thereby created, failing which such vacancy
may be filled by a resolution of the directors then in office.

7.       Vacancies

         A director ceases to hold office when he dies, when he is removed from
office pursuant to Section 6, when he ceases to be qualified for election as a
director or when he submits his written resignation to the Corporation.

         Subject to the Act, a quorum of directors may fill a vacancy among the
directors, except a vacancy resulting from an increase in the minimum number of
directors or from a

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failure of the shareholders to elect the minimum number of directors required by
the articles or by these by-laws. If there is not a quorum of directors, or if
the vacancy has arisen due to a failure of the shareholders to elect the minimum
number of directors required by the articles or by these by-laws, 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.

                              MEETINGS OF DIRECTORS

8.       Place of Meetings and Notices

         Meetings of the Board of Directors may be held either at the registered
office of the Corporation or in such other place as the directors may from time
to time determine.

         The first regular meeting of the Board of Directors after the adoption
of these by-laws shall be convened by the Chairman of the Board. Notice of the
place and time of such first regular meeting shall be given to each director in
the manner provided by Section 63 not less than seven (7) days before the date
at which such meeting is to take place. At its first regular meeting and then at
each subsequent regular meeting, the Board shall fix the place and time of its
next regular meeting, provided however that no more than one (1) such regular
meeting be held in each quarter of the Corporation's financial year. Should the
directors be unable to fix the place and time of their next regular meeting, the
Chairman of the Board shall, subject to the foregoing, convene said meeting at
his discretion.

         A special meeting of the Board may be convened by the Chairman of the
Board, the President, a Vice-President who is a director, or any two (2)
directors at any time, and the Secretary shall convene a special meeting of the
Board at the direction of the Chairman of the Board, the President, a
Vice-President who is a director or any two (2) directors.

         Notice of the time and place of each special meeting of the Board shall
be given to each director in the manner provided in Section 63 not less than
forty-eight (48) hours before the time when the meeting is to take place,
provided always that a director may waive notice of a meeting of the Board at
any time and in any manner, or may otherwise consent to the holding of such
meeting, in writing or by cable, telegram or telecopier. Attendance of a
director at a meeting of the Board constitutes a waiver of notice of the
meeting, except where a director attends such meeting for the express purpose of
objecting to the transaction of any business on the grounds that the meeting is
not lawfully called. Any irregularity in the notice of a meeting may also be
waived by any director.

         A notice of a meeting of the Board need not specify the purpose of or
the business to be transacted at the meeting except where the Act requires such
purpose or such business to be so specified, including any proposal to:

        a)   Submit to the shareholders any question or matter requiring their
             approval under the Act;

        b)   Fill a vacancy among the directors or in the office of auditor;

        c)   Issue securities;

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        d)   Declare dividends;

        e)   Purchase, redeem or otherwise acquire shares issued by the
             Corporation;

        f)   Pay a commission for the sale of shares;

        g)   Approve a management proxy circular;

        h)   Approve a take-over bid circular, an issuer bid circular, or a
             directors' circular;

        i)   Approve annual financial statements; or

        j)   Adopt, amend or repeal by-laws.

         For the first meeting of the Board to be held immediately following the
election of directors at a meeting of shareholders, or for a meeting of the
Board at which a director is appointed to fill a vacancy, a notice of such
meeting to the newly elected or appointed director or directors shall not be
necessary in order that such meeting be duly constituted, provided that a quorum
of directors is present thereat.

9.       Canadian Majority

         Directors shall transact business only at a meeting of directors at
which majority of directors present are resident Canadians, unless:

         a)  A resident Canadian director who is unable to be present approves
             in writing or by telephone or other communications facilities
             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.

10.      Meetings by Telephone

         If all the directors consent, a director may participate in a meeting
of the Board or of a 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 a meeting by such means shall
be deemed to be present at such meeting. The 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/or of a committee of directors held
during the term of office of the director.

11.      Votes to Govern

         At all meetings of the Board, every question shall be decided by a
majority of the votes cast on the question. In the case of an equality of votes,
the Chairman of the meeting shall not be entitled to a second or casting vote.

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12.      Resolution in Lieu of Meeting

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

13.      Remuneration of Directors

         The directors shall be paid such remuneration, if any, as the Board may
from time to time determine. In addition, the Board may by resolution from time
to time award special remuneration out of the funds of the Corporation to any
director who devotes the whole of his time to the affairs of the Corporation or
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 of the Corporation. The directors shall also be paid such sums in
respect of their out-of-pocket expenses incurred in attending Board or committee
meetings or otherwise in respect of the performance by them of their duties, as
the Board may from time to time determine. No confirmation by the shareholders
of any such remuneration or payment shall be required.

14.      Conflict of Interest

         A director or officer of the Corporation who is a party to or who is a
director or officer of or has a material interest in any person who is a party
to a material contract or proposed material contract with the Corporation shall
disclose the nature and extent of his interest, at the time and in the manner
provided in the Act, and shall not vote on any resolution to approve such
contract except as provided in the Act.

                  PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

15.      Limitation of Liability

         No director or officer of the Corporation shall be liable for the acts,
receipts, neglects or defaults of any other director or officer or employee, or
for joining in any receipts or other act for conformity, or for any loss or
expense happening to the Corporation through the insufficiency or deficiency of
title to any property acquired by order of the Board for or on behalf of the
Corporation, or for the insufficiency or deficiency of any security in or upon
which any of the moneys of the Corporation shall be invested, or for any loss or
damage arising from the bankruptcy, insolvency or tortious acts of any person
with whom any of the moneys, securities or effects of the Corporation shall be
deposited, or from 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 shall happen through his own wilful act or default. Nothing
herein contained shall relieve any director or officer of the Corporation from
his duty to act in accordance with the Act or from liability for any breach
thereof.

16.      Indemnification

         The Corporation shall indemnify a director or officer, a former
director or officer, or a person who acts or acted at the request of the
Corporation as a director or officer of a body

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corporate of which the Corporation is or was a shareholder or creditor (or a
person who undertakes or has undertaken any liability on behalf of the
Corporation or any such body corporate) and the heirs, executors, administrators
and legal representatives of such person, from and against all costs, charges
and expenses whatsoever, including all amounts paid to settle an action or
satisfy a judgment sustained or reasonably incurred by him in respect of any
civil, criminal or administrative action or proceeding to which he is made a
party by reason of being or having been a director or officer of the Corporation
or such body corporate, if:

         a)   He acted honestly and in good faith with a view to the best
              interests of the Corporation; and

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

         The Corporation shall, subject to the Act, indemnify such persons to
the same extent in respect of any action by or on behalf of the Corporation to
procure a judgment in favour of the Corporation to which he is made a party by
reason of being or having been a director or an officer of the Corporation if
the aforesaid conditions (a) and (b) are fulfilled. Subject to the Act, the
Corporation shall indemnify every person who has been substantially successful
in the defence of any civil, criminal or administrative action or proceeding to
which he is made a party by reason of being or having been a director or officer
of the Corporation against all costs, charges and expenses reasonably incurred
by such person in respect of such action or proceeding.

         For greater certainty and without limiting the generality of the
foregoing, the Corporation shall indemnify and save harmless such persons from
and against any liability sustained by them for the acts, receipts, neglects or
defaults of any other director or officer or employee of the Corporation, or for
joining in any receipt or act for conformity, or for any loss, damage or expense
of the Corporation arising through the insufficiency or deficiency of title to
any property acquired by order of the Board for or on behalf of the Corporation,
or for the insufficiency or deficiency of any security in or upon which any of
the moneys of or belonging to the Corporation shall be placed out or invested,
or for any loss or damages arising from the bankruptcy, insolvency or tortious
act of any person, firm or corporation with whom or which any moneys, securities
or effects shall be lodged or deposited, or for any other loss, damage or
misfortune whatsoever which may occur in the execution of the duties of their
office or in relation thereto, if the aforesaid conditions (a) and (b) are
fulfilled. Subject to the Act, the Corporation may purchase and maintain for the
benefit of any person referred to in this section insurance against any
liability incurred by him under the Act in his capacity as a director or officer
of the Corporation.

17.      Submission of Contracts or Transactions to Shareholders for Approval
         --------------------------------------------------------------------

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

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Corporation and upon all the shareholders as though it had been approved,
ratified or confirmed by every shareholder of the Corporation.

                                   COMMITTEES

18.      Executive Committee

         Subject to the Act, the Board may elect from its number an Executive
Committee consisting of not less than two (2) directors and from time to time
fill any vacancy occurring therein. Each member of the Executive Committee shall
hold office at the pleasure of the Board. During intervals between meetings of
the Board, the Executive Committee shall possess and may exercise all powers of
the Board, subject to the provisions of this by-law, any regulations which the
Board may from time to time make and any specific directions which the Board may
from time to time give, and save and except only such powers as are by the Act
required to be exercised by the Board itself. Unless otherwise directed by the
Executive Committee, the Secretary of the Corporation shall act as Secretary of
the Executive Committee.

19.      Transaction of Business

         Subject to the provisions of Section 10, the powers of the Executive
Committee shall be exercised by a meeting at which a quorum is present or by
resolution in writing signed by all members of the Executive Committee who would
have been entitled to vote on such resolution at a meeting of the Executive
Committee. Meetings of the Executive Committee may be held at any place in or
outside Canada.

20.      Audit Committee

         The Board shall elect annually from among its number an Audit Committee
to be composed of not less than three (3) directors, of whom a majority shall
not be officers or employees of the Corporation or its affiliates. The Audit
Committee shall have the powers and duties provided in the Act.

21.      Standing Committees

         The Board may appoint from its number standing committees and may
confer upon such committees such powers as it may legally delegate, subject to
such conditions as it may prescribe.

22.      Procedure

         Subject to Section 23 and 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.
All committees shall keep regular minutes of their transactions and shall report
all such transactions to the Board at its meeting next succeeding such action
and all such transactions shall be subject to revision or alteration by the
Board, provided that no acts or rights of third parties shall be affected or
invalidated by such revision or alteration.

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23.      Constitution of Committees

         The majority of the members of each committee shall be resident
Canadians. A committee shall transact business only at a meeting at which a
majority of the members of such committee present and eligible to vote are
resident Canadians, unless:

         a) A resident Canadian member 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 members would have been present had
         that director been present at the meeting.

                                    OFFICERS

24.      Election and Appointment of Officers

         The Board shall appoint from its number a President and may appoint a
Chairman of the Board. The Board may from time to time appoint one or more
Vice-Presidents, a Secretary and a Treasurer and, if deemed advisable, one or
more Assistant-Secretaries and one or more Assistant-Treasurers. With the
exception of the Chairman of the Board and the President, an officer need not be
a member of the Board. Any two of the offices of the Corporation may be held by
the same person except those of President and Vice-President. In case and
whenever the same person holds the offices of Secretary and Treasurer, he may,
but need not, be called Secretary-Treasurer. The Board may from time to time
appoint such other officers, agents and attorneys as it shall deem necessary who
shall have such authority and shall perform such duties as may from time to time
be prescribed by the Board.

25.      Terms of Employment, Remuneration and Removal of Officers

         In the absence of a written agreement to the contrary, the employment
of any officer of the Corporation shall be at the pleasure of the Board. The
terms of employment shall be as determined by the Board from time to time.

         The Board may by resolution delegate to a committee of the Board the
establishment of the remuneration of such officers and employees as it may from
time to time determine. The fact that any officer or employee is a director or
shareholder of the Corporation shall not disqualify him from receiving such
remuneration that may be so determined. All officers shall be subject to removal
by resolution of the Board at any time, with or without cause.

26.      Delegation of Duties of Officers

         In the case of the absence, refusal to act or incapacity of the
Chairman of the Board (if any), the President, a Vice-President or any other
officer of the Corporation, or for any other reason that the Board may deem
sufficient, the Board may delegate all or any of the powers and duties of such
officer to any other officer or to any director for such time as it may direct.

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27.      Chairman of the Board

         The Chairman of the Board shall, if present and willing, preside at all
meetings of directors and shareholders and, subject to the Act, shall possess
and may exercise such powers and fulfill such duties as the Board may from time
to time determine. The Chairman of the Board or the President, as determined by
the Board, shall be the Chief Executive Officer of the Corporation.

28.      President

         In the case of the absence, refusal to act or incapacity of the
Chairman of the Board, or if such office is vacant, the President shall assume
his position and carry out his functions. He shall sign all instruments which
require his signature and shall perform all duties incident to his office and
shall have such other powers and duties as may from time to time be assigned to
him by the Board.

29.      Vice-President

         In the case of the absence, refusal to act or incapacity of the
President, a Vice-President shall, to the extent that he may be authorized by
the Board, be vested with the powers and shall perform the duties of the
President. A Vice-President shall have such powers and duties as may from time
to time be assigned to him by the Board or, if so directed by the Board, by the
Chairman of the Board or the President.

30.      Secretary

         The Secretary shall give or cause to be given, as and when instructed,
all notices required to be given to shareholders, directors, officers, auditors,
and members of committees. He shall attend and act as secretary at all meetings
of the Board, shareholders and the Executive Committee and shall enter, or cause
to be entered, in books or records kept for such purpose minutes of all
proceedings at such meetings. He shall sign such contracts, documents or
instruments in writing as require his signature, and 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 except when some other officer or agent
has been appointed by resolution for such purpose. He shall have such other
powers and shall perform such other duties as may from time to time be
prescribed by the Board or required by the Act.

31.      Treasurer

         The Treasurer shall have care and custody of all funds and securities
of the Corporation and shall deposit the same in the name of the Corporation in
such bank or banks or with such other depository or depositories as the Board
may direct. He shall keep or cause to be kept the books of account and
accounting records required by the Act. As required, he shall render an account
to the Board of all his transactions as Treasurer and of the financial position
of the Corporation. He shall sign such contracts, documents or instruments in
writing as require his signature and shall have such powers and duties as may
from time to time be assigned to him by the Board or as are incident to his
office.

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32.      Assistant-Secretary and Assistant-Treasurer

         The Assistant-Secretary or, if more than one, the
Assistant-Secretaries, in order of seniority, and the Assistant-Treasurer or, if
more than one, the Assistant-Treasurers, in order of seniority, shall perform
all the duties of the Secretary and Treasurer, respectively. In the case of the
absence or incapacity of the Secretary or Treasurer, as the case may be, the
Assistant-Secretary or Assistant-Treasurer or, if more than one, the
Assistant-Secretaries or Assistant-Treasurers, shall sign such contracts,
documents or instruments in writing as require his or their signatures,
respectively, and shall have such other powers and duties as may from time to
time be assigned to them by the Board.

33.    Fidelity Bonds

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

                            MEETINGS OF SHAREHOLDERS

34.      Place and Time of Meetings

         Meetings of shareholders shall be held at the registered office of the
Corporation or elsewhere in Canada at such time and upon such day as the Board
may by resolution determine.

35.      Notice of Meetings

         Notice of the time and place of each annual meeting of shareholders and
of each special meeting of shareholders shall be given in the manner provided in
Section 63 not less than twenty-one (21) days nor more than fifty (50) days
before the date of the meeting to each director, to the auditor of the
Corporation and to each shareholder entitled to vote who, at the close of
business on the record date for notice, if any, is entered in the securities
register as the holder of one (1) or more shares of the Corporation carrying the
right to vote at the meeting. Notice of a meeting of shareholders called for any
purpose other than the consideration of the financial statements and auditor's
report, the election of directors or the reappointment of the incumbent auditor
shall state the nature of the 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.

         A shareholder may in any manner waive notice of or otherwise consent to
the holding of a meeting of shareholders. Attendance of a shareholder at a
meeting of shareholders shall be deemed to constitute a waiver of notice of such
meeting except where a shareholder attends such meeting for the express purpose
of objecting to the transaction of any business thereat on the grounds that the
meeting is not lawfully called.

         Irregularities in a notice or in the giving thereof, as well as the
accidental omission to give notice of any meeting to or the non-receipt of any
such notice by any shareholder or

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shareholders, a director or the auditor of the Corporation, shall not invalidate
any resolution passed or any proceedings taken at any such meeting. A
certificate of the Secretary or of any duly authorized officer of the
Corporation or of any transfer agent or registrar of the Corporation, with
respect to the mailing of any notice, shall be conclusive evidence thereof and
shall be binding on every director, shareholder and the auditor of the
Corporation.

36.      Requisition of Meeting

         The holders of not less than five percent (5%) of the issued shares of
the Corporation that carry the right to vote at the meeting sought to be held
may requisition the directors to call a meeting of shareholders for the purposes
stated in the requisition. The requisition shall state the business to be
transacted at the meeting and shall be sent to each director and to the
registered office of the Corporation. Subject to the Act, upon receiving the
requisition, the directors shall call a meeting of shareholders to transact the
business stated in the requisition. If the directors do not call a meeting
within twenty-one (21) days after receiving the requisition, any shareholder who
signed the requisition may call the meeting.

37.      List of Shareholders Entitled to Notice

         For every meeting of shareholders, the Corporation shall prepare a list
of shareholders entitled to receive notice of the meeting, arranged in
alphabetical order and showing the number of shares held by each shareholder
entitled to vote at the meeting. If a record date for the meeting is fixed
pursuant to Section 38, the list of shareholders shall be prepared not later
than ten (10) days after such record date. If no record date is fixed, the list
of shareholders shall be prepared at the close of business on the business day
immediately preceding the day on which notice is given or, where no such notice
is given, the day on which the meeting is held. The list of shareholders 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 maintained and at the meeting for which the list was prepared.

38.      Record Date for Notice

         The Board may fix in advance a record date preceding the date of any
meeting of shareholders by not more than fifty (50) days and not less than
twenty one (21) days for the determination of the shareholders entitled to
receive notice of the meeting, provided that notice of any such record date is
given not less than fourteen (14) days before such record date in the manner
provided in accordance with the Act. If no record date is fixed, the record date
for the determination of the shareholders entitled to receive notice of the
meeting shall be the close of business on the business day immediately preceding
the day on which the notice is given.

39.      Proxies

         Every shareholder, including a shareholder that is a corporation,
entitled to vote at a meeting of shareholders, may appoint a proxy, or one or
more alternate proxies, who need not be shareholders of the Corporation, as his
nominee 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. An
instrument appointing a proxy shall be in writing and executed by the
shareholder or his attorney duly authorized in writing or, if the shareholder is
a corporation, executed on

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<PAGE>
its behalf by its duly authorized officer or officers; instruments appointing a
proxy signed by or on behalf of a corporation need not be under seal.

         A proxy shall conform with the requirements of the Act and shall be
deposited with the Secretary of the Corporation before any vote is cast under
its authority or at such earlier time and in such manner as the Board may
prescribe. Without limiting the generality of the foregoing, the directors may,
from time to time and subject to the Act, make regulations regarding the deposit
of proxies at a place or places other than the place at which a meeting or
adjourned meeting of shareholders is to be held and may provide for particulars
of such proxies to be cabled or telegraphed or sent in writing to the
Corporation or an agent of the Corporation before the meeting or adjourned
meeting; and any proxy so deposited in accordance with the regulations may be
voted upon as though it was produced at the meeting or adjourned meeting and
votes given in respect thereof shall be valid and shall be counted. Subject to
any regulations made as aforesaid and to the Act, the Chairman of any meeting of
shareholders may, in his discretion, accept telegraphic or cable or written
communication as the authority of anyone claiming to represent and to vote on
behalf of a shareholder, notwithstanding that no proxy conferring such authority
has been deposited with the Corporation, and any votes given in accordance with
such telegraphic or cable or written communication accepted by the Chairman
shall be valid and shall be counted.

40.      Joint Shareholders

         If two (2) or more persons are registered as joint holders of any share
or shares of the Corporation, any one of such persons may, in the absence of the
others, vote at any meeting either personally or by proxy m respect of such
share or shares as if he were solely entitled thereto, but, if more than one of
such shareholders is present or represented by proxy at such meeting, that one
of such joint holders so present or represented whose name stands before the
other or others in the books of the Corporation in respect of such share or
shares shall alone be entitled to vote in respect thereof. Several executors or
administrators of a deceased shareholder in whose name any shares stand shall,
for the purpose of this section, be deemed joint holders thereof.

41.      Scrutineers

         The Chairman, at any meeting of shareholders, may appoint two (2) or
more persons (who may but need not be shareholders, directors, officers or
employees of the Corporation) to act as scrutineers at such meeting.

42.      Chairman

         In the absence of the Chairman of the Board, the President and every
Vice-President who has been vested with the powers of the President, the
shareholders present and entitled to vote at a meeting of shareholders shall
choose another director as Chairman of the meeting and, if no director is
present or if all the directors present decline to take the chair, then the
shareholders present shall choose one of their number to be Chairman of the
meeting.

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<PAGE>
43.      Secretary

         If the Secretary of the Corporation is absent or is unable to act, the
Chairman of the meeting shall appoint a person, who need not be a shareholder of
the Corporation, to act as Secretary of the meeting.

44.      Votes to Govern

         Unless otherwise prescribed by the Act, the articles, or the by-laws of
the Corporation, every question submitted to any meeting of shareholders shall
be determined by a majority of votes cast on the question. Upon a show of hands,
every person who is present and entitled to vote shall have one vote. In the
case of an equality of votes, the Chairman shall not have a casting vote in
addition to the vote or votes to which he may be entitled as a shareholder.

         At any meeting of shareholders, unless a ballot is demanded, a
declaration by the Chairman of the meeting that a resolution has been carried,
whether unanimously or by a particular majority, or has been rejected or not
carried by a particular majority and an entry to that effect in the minutes of
the meeting shall constitute conclusive evidence of the fact, without proof of
the number or proportion of votes recorded for or against such resolution.

         A ballot may be directed to be taken by the Chairman or may be required
to be taken by any person present and entitled to vote upon any question arising
at a meeting. If a ballot is demanded and the demand is not withdrawn, it shall
be taken in such manner and either at once or later at the meeting or after
adjournment as the Chairman of the meeting shall direct, provided that, if a
ballot is demanded in connection with the election of a Chairman or the question
of adjournment, it shall be taken forthwith without adjournment. In the case of
a ballot, each shareholder who is present in person or represented by proxy
shall be entitled to one (1) vote for each share in respect of which he is
entitled to vote at the meeting and the result of the ballot shall be the
decision of the Corporation at any meeting of shareholders upon the question.

45.      Corporate Shareholder

         At any meeting of shareholders, a shareholder which is a corporation
shall, as an alternative to voting by proxy, be entitled to vote by its
representative duly authorized in accordance with the provisions of the Act, and
the person so authorized shall be entitled to exercise the same powers on behalf
of the corporation which he represents as such corporation could exercise if it
were an individual shareholder personally present at the meeting.

46.      Adjournment

         The Chairman may, with the consent of any meeting and subject to such
conditions as the meeting decides, adjourn such meeting from time to time and
from place to place and, if such meeting is adjourned for less than thirty (30)
days, it shall not be necessary to give notice of the adjourned meeting other
than by announcement at the meeting that it is adjourned. If a meeting of
shareholders is adjourned by one or more adjournments for an aggregate of thirty
(30) days or more, notice of the adjourned meeting shall be given in accordance
with the provisions of the Act.

                                       14
<PAGE>
47.      Quorum

         Unless otherwise prescribed by the Act, the articles or the by-laws of
the Corporation, a quorum for any meeting of shareholders shall be two (2)
shareholders present in person and personally holding or representing by proxy
not less than ten percent (10%) of the issued and outstanding shares of the
Corporation entitled to vote at the meeting. If a quorum is present at the
opening of a meeting of shareholders, the shareholders present or represented by
proxy may proceed with the business of the meeting and may continue the meeting
even though a quorum is not present throughout the meeting.

                              SHARES AND TRANSFERS

48.      Allotment and Issuance

         Subject to the provisions of the Act, shares in the capital stock of
the Corporation may from time to time be allotted and issued by resolution of
the Board on such terms and conditions and to such persons and for such
consideration as the Board may determine.

49.      Right to Vote

         Subject to the provisions of the Act, at any meeting of shareholders in
respect of which the Corporation has prepared the list referred to in Section
37, every person named in such list shall be entitled to vote the shares shown
thereon opposite his name at the meeting to which the list relates, except to
the extent that such person has transferred any of his shares after the record
date or the date of preparation of the list, as the case may be, and the
transferee, upon producing properly endorsed certificates evidencing such shares
or otherwise establishing that he owns such shares, demands not later than ten
(10) days before the meeting that his name be included in the list before the
meeting, in which case the transferee is entitled to vote the transferred shares
at the meeting.

50.      Registration of Transfer

         Subject to the provisions of the Act, the articles and the by- laws of
the Corporation, no transfer of shares shall be registered in a securities
register except:

         a)     Upon presentation of the certificates representing such shares
                with a transfer endorsed thereon or delivered therewith duly
                executed by the registered holder or by his attorney or
                successor duly appointed, together with such reasonable
                assurance or evidence of signature, identification and authority
                to transfer as the Board may from time to time prescribe, upon
                payment of all applicable taxes and any fees prescribed by the
                Board and upon compliance with such restrictions on transfer as
                are authorized by the article; or

         b)     Upon presentation of documentation deemed adequate by the Board
                to effect the transfer of shares, having regard to the manner in
                which shares of publicly-traded corporations are transferred.

                                       15
<PAGE>
51.      Transfer Agent and Registrar

         The Board may from time to time by resolution appoint a registrar to
maintain the securities register and a transfer agent to maintain the register
of transfers and may also appoint one or more branch registrars to maintain
branch securities registers and one or more branch transfer agents to maintain
branch registers of transfers, but one person may be appointed both registrar
and transfer agent. The Board may at any time terminate any such appointment and
make new appointments.

52.      Share Certificates

         Every holder of one or more shares of the Corporation shall be
entitled, at his option, to a share certificate, or to a non-transferable
written acknowledgement of his right to obtain a share certificate, stating the
number and class or series of shares held by him as shown on the securities
register. Share certificates and acknowledgements of a shareholder's right to a
share certificate, respectively, shall be in such form as the Board may from
time to time approve. Any such share certificate shall be signed by the
President and the Secretary, provided that, unless the Board otherwise
determines, certificates representing shares in respect of which a transfer
agent and/or registrar has been appointed shall not be valid unless manually
countersigned by or on behalf of such transfer agent and/or registrar.

         The signature of one of the signing officers or, in the case of share
certificates which are not valid unless manually countersigned by or on behalf
of a transfer agent and/or registrar, the signatures of both signing officers
may be printed or mechanically reproduced in facsimile upon share certificates
and every such facsimile signature shall for all purposes be deemed to be the
signature of the officer whose signature it reproduces and shall be binding upon
the Corporation. A share certificate executed as aforesaid shall be valid
notwithstanding that one or both of the officers whose facsimile signature
appears thereon no longer holds office at the date of issue of the certificate.

53.      Defaced, Destroyed, Stolen or Lost Certificates

         In the case of the defacement, destruction, theft or loss of a
certificate for shares held by any shareholder, the fact of such defacement,
destruction, theft or loss shall be reported to any officer of the Corporation
or to a transfer agent or branch transfer agent of the Corporation, if any, with
a statement verified by oath or statutory declaration as to the defacement,
destruction, theft or loss and the circumstances concerning the same and with a
request for the issuance of a new certificate to replace the one so defaced,
destroyed, stolen or lost. Upon furnishing to the Corporation and the
Corporation's transfer agent(s) and/or registrar(s) a bond of a surety company
or other security approved by the Board, in a form approved by the Board or by
the Secretary of the Corporation, indemnifying the Corporation (and the
Corporation's transfer agent(s) and /or registrar(s), if any) against all loss,
damage or expense to which the Corporation and/or the Corporation's transfer
agent(s) and/or registrar(s) may be put or be liable for by reason of issuance
of a new certificate to such shareholder, a new certificate may be issued in
replacement of the one defaced, destroyed, stolen or lost if such issuance is
ordered and authorized by the Chairman of the Board, the President or the
Secretary of the Corporation or by resolution of the Board.

                                       16
<PAGE>
54.      Joint Shareholders

         If two (2) 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 an
effectual receipt for the certificate issued in respect of such share or for any
share warrant.

55.      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 any payment of dividends
thereon except upon the production of all such documents as may be required by
the Act and upon compliance with the reasonable requirements of the Corporation
or its transfer agent.

56.      Financial Assistance

         Subject to the Act, the Corporation may from time to time give
financial assistance by means of loans, guarantees or otherwise to shareholders,
directors, officers and employees of the Corporation or any of its affiliates.

                              DIVIDENDS AND RIGHTS

57.      Dividends

         Subject to the Act and the articles, the Board may from time to time by
resolution, as it deems advisable, declare dividends payable on the issued and
outstanding shares of the Corporation to the shareholders in accordance with
their respective rights and interests in the Corporation. Dividends may be paid
in money or property or by issuing fully paid shares of the Corporation.

58.      Dividend Cheques

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

59.      Record Date for Dividends and Rights

         The Board shall fix in advance a date, preceding by not more than fifty
(50) days the date for the payment of any dividend or the date for the issue of
any warrant or other evidence of right to subscribe for securities of the
Corporation, as a record date for the determination of the persons entitled to
receive payment of such dividend or to exercise the

                                       17
<PAGE>
right to subscribe for such securities, provided that notice of any such record
date is given not less than fourteen (14) days before such record date in the
manner provided in the Act.

60.      Unclaimed Dividends

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

61.      Reserve Fund

         The Board may, from time to time, set aside such sums as it may
consider advisable as a reserve or reserves which shall, in the absolute
discretion of the directors, be applicable for any purpose deemed to be in the
best interests of the Corporation. The Board may, from time to time, in its
discretion, increase, reduce or abolish any reserve fund in whole or in part and
may transfer the whole or any part of the reserve fund to surplus.

62.      Voting Shares and Securities in Other Companies

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

                                     NOTICES

63.      Service of Notice

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

                                       18
<PAGE>
64.      Shares Registered in More Than One Name

         If two (2) or more persons are registered as joint holders of any
share, any notice shall be addressed to all of such joint holders, but notice
sent or delivered to one of such persons shall be sufficient notice to all of
them.

65.      Undelivered Notices

         If any notice given to a shareholder pursuant to Section 63 is returned
on three (3) consecutive occasions because he cannot be found, the Corporation
shall not be required to give any further notice to such shareholder until he
informs the Corporation in writing of his new address.

66.      Persons Becoming Entitled by Death or Operation of Law

         Every person who, by the operation of the Act, a transfer, the death of
a shareholder or any other means whatsoever, becomes the owner of or entitled to
any share shall be bound by every notice in respect of such share 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 occurrence of the event upon which he became so
entitled) and prior to his furnishing to the Corporation the proof of authority
or evidence of his entitlement prescribed by the Act.

67.      Waiver of Notice

         Any shareholder (or his duly appointed proxyholder), director, auditor
or member of a committee of the Board may at any time waive any notice, or waive
or abridge the time for any notice, required to be given to him under any
provision of the Act, the regulations thereunder, the articles, the by-laws or
otherwise, and such waiver or abridgement shall be deemed to cure any defect in
the procedure or delay for the notice, as the case may be. Any such waiver or
abridgement shall be in writing, except a waiver of notice of a meeting of
shareholders or of the Board which may be given in any manner.

68.      Omissions and Errors

         The accidental omission to give any notice to any shareholder,
director, officer, auditor or member of a committee of the Board or the
non-receipt of any notice by any such person or any error in any notice not
affecting the substance thereof shall not invalidate any action or decision
taken at any meeting held pursuant to such notice or otherwise founded thereon.

69.      Signature to Notices

         The signature to any notice to be given by the Corporation may be
written, stamped, typewritten, printed or otherwise reproduced in facsimile or
partly written, stamped, typewritten, printed or otherwise reproduced in
facsimile.

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<PAGE>
70.      Computation of Time

         Subject to the Act, where a specified number of days' notice or notice
extending over any period is required to be given, the day of service or posting
of the notice shall, unless it is otherwise provided, be counted in such number
of days or other period.

71.      Proof of Service

         A certificate of the Secretary or other duly authorize officer of the
Corporation then in office, or of the transfer officer of any transfer agent of
shares of any class of the Corporation, as to facts in relation to the mailing
or delivery of any notice or other document to any shareholder, director,
auditor or officer, or publication of any notice or other document, shall,
subject to the Act, be conclusive evidence thereof and shall be binding on every
shareholder, director, auditor or officer of the Corporation, as the case may
be.

72.      Books of Accounts

         The books of accounts of the Corporation may be kept either at the
registered office or at such other place in Canada as the directors may, from
time to time, determine or approve.

73.      Borrowing of Money by the Corporation

         The directors of the Corporation may without authorization of the
shareholders:

         a)  Borrow money on the credit of the Corporation;

         b)  Issue, reissue, sell or pledge debt obligations of the Corporation;

         c)  Give a guarantee on behalf of the Corporation to secure performance
             of an obligation of any person; and

         d)  Mortgage, hypothecate, pledge or otherwise create a security
             interest in all or any property of the Corporation, owned or
             subsequently acquired, to secure any obligation of the
             Corporation.

         Unless a unanimous shareholder agreement relating to the Corporation
otherwise provides, the directors may, by resolution, delegate the powers
referred to herein to a director, a committee of directors or an officer of the
Corporation.

74.      Banking Arrangements and Instruments

         The banking business of the Corporation, or any part thereof, shall be
transacted with such one or more banks, trust companies or other firms or
corporations carrying on a banking business as the Board may designate, appoint
or authorize from time to time by resolution, and all such banking business, or
any part thereof, shall be transacted on behalf of the Corporation by such one
or more officers and/or other persons as the Board may designate, direct or
authorize from time to time by resolution and to the extent therein provided.
For greater certainty but without restricting the generality of the foregoing,
such banking business shall include the operation of the Corporation's accounts,
the making, signing, drawing,

                                       20
<PAGE>
accepting, endorsing, negotiating, lodging, depositing or transferring of any
cheques, promissory notes, drafts, acceptances, bills of exchange and orders for
the payment of money, the giving of receipts for and orders relating to any
property of the Corporation, the execution of any agreement relating to any such
banking business and defining the rights and powers of the parties thereof, and
the authorizing of any officer of such bank, trust company or other firm or
corporation to do any act or thing on the Corporation's behalf to facilitate
such banking business.

75.      Declarations

         The President, Chairman of the Board, Secretary and Treasurer, or any
one of them, is authorized and empowered to appear and make answer for the
Corporation to all writs, orders and interrogatories upon articulated facts
issued out of any Court and to declare for and on behalf of the Corporation any
answer to writs of attachment by way of garnishment in which the Corporation is
garnishee, and to make all affidavits and sworn declarations in connection
therewith or in connection with any or all judicial proceedings to which the
Corporation is a party and to make demands of abandonment or partitions for
winding-up or bankruptcy orders upon any debtor of the Corporation and to attend
and vote at all meetings of creditors of any of the Corporation's debtors and
grant proxies in connection therewith.

76.      Execution of Instruments

         Contracts, documents or instruments in writing requiring the signature
of the Corporation may be validly signed by any one of the Chairman of the Board
or the President, or by any two (2) Vice- Presidents, and all contracts,
documents or instruments in writing so signed shall be binding upon the
Corporation without any further authorization or formality.

         The Board may from time to time by resolution appoint any officer or
officers or any other person or persons either to sign contracts, documents or
instruments in writing generally or to sign specific contracts, documents or
instruments in writing on behalf of the Corporation. The corporate seal of the
Corporation may, when required, be affixed to the contracts, documents or
instruments in writing signed as aforesaid by any officer or officers, person or
persons appointed as aforesaid by resolution of the Board.

         The term "contracts, documents or instruments in writing" as used in
this by-law includes deeds, mortgages, hypothecs, charges, conveyances,
transfers and assignments of property, real or personal, immoveable or moveable,
obligations, sureties, indemnities, bonds, guarantees, agreements releases,
receipts and discharges for the payment of money or other obligations,
conveyances, transfers and assignments of shares, share warrants, rights, bonds,
debentures or other securities and all paper writings.

77.      Financial year

         The financial year of the Corporation shall terminate on the 31st day
of October in each year or on such other date as the directors may from time to
time by resolution determine.

                                       21
<PAGE>
78.      Repeal, Re-designation and Coming into Force

         This by-law shall come into force when it has been enacted by the Board
of Directors of the Corporation.

         ENACTED this 19th day of June, 1996.

         WITNESS the corporate seal of the Corporation.


/s/  Marc Paquin

President and Secretary


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