EXHIBIT 1.2
                                                                     -----------



                      EXFO ELECTRO-OPTICAL ENGINEERING INC.
                      -------------------------------------







                             CODE OF GENERAL BY-LAWS
                             -----------------------



                             enacted pursuant to the
                        CANADA BUSINESS CORPORATIONS ACT






                          Adopted as of : May 25, 2000
                         Amended as of: October 30, 2002

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                           CODE OF GENERAL BY-LAWS OF
                           --------------------------
                                 THE CORPORATION
                                 ---------------

                             enacted pursuant to the
                        CANADA BUSINESS CORPORATIONS ACT


                                      INDEX
                                      -----


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                                                                            PAGE
                                                                            ----

DEFINITIONS....................................................................1

LOCATION OF REGISTERED OFFICE AND OFFICES
         Registered office.....................................................1
         Offices...............................................................1

SHAREHOLDERS
         Annual meetings.......................................................2
         Special meetings......................................................2
         Meetings Held by Electronic Means.....................................2
         Place of meetings.....................................................2
         Notice of meetings....................................................3
         Record Date...........................................................3
         Waiver of Notice......................................................4
         Chairman..............................................................4
         Quorum................................................................4
         Representation at meetings............................................5
         Right to Vote.........................................................5
         Decisions by a Majority...............................................5
         Casting Vote..........................................................5
         Vote by Show of Hands.................................................5
         Voice Vote............................................................5
         Vote by Secret Ballot.................................................6
         Procedure at meetings.................................................6
         Scrutineers...........................................................6
         Addresses of the Shareholders and Subsequent Transferees of Shares....6
         Signed Resolutions....................................................6

BOARD OF DIRECTORS
         Number................................................................7
         Qualification.........................................................7

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         Election and Term of Office...........................................7
         Resignation...........................................................7
         Removal...............................................................7
         Vacancy...............................................................8
         Replacement...........................................................8
         Remuneration..........................................................8
         General Powers of the Directors.......................................8
         Irregularity..........................................................8
         Use of Property or Information........................................8
         Conflicts of Interest.................................................8
         Contracts and Transactions with the Corporation.......................9

MEETINGS OF THE BOARD OF DIRECTORS
         Calling of meetings...................................................9
         Meetings by Telephone or Electronic Facilities.......................10
         Quorum...............................................................10
         Meeting Chairman and Secretary.......................................10
         Procedure............................................................10
         Voting...............................................................11
         Signed Resolution....................................................11

OFFICERS
         Officers.............................................................11
         Chairman of the Board................................................12
         President............................................................12
         Vice-President.......................................................12
         General Manager or Managing Director.................................12
         Comptroller..........................................................12
         Secretary............................................................12
         Treasurer............................................................13
         Removal, Discharge and Resignation...................................13
         Vacancy..............................................................13
         Remuneration.........................................................13

EXECUTIVE COMMITTEE
         Election.............................................................13
         Officers, Quorum and Procedure.......................................13
         Chairmanship.........................................................13
         Secretary............................................................13
         Powers...............................................................14
         Supervisory Power of the Board of Directors..........................14
         Participation by Telephone or Electronic Facilities and
            Signed Resolutions................................................14
         Meetings.............................................................14
         Remuneration.........................................................14
         Removal and Replacement..............................................14

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AUDIT COMMITTEE
         Composition..........................................................14
         Duties...............................................................14
         Meetings.............................................................15
         Applicable By-laws...................................................15

OTHER COMMITTEES
         Other Committees.....................................................15

INDEMNIFICATION AND EXEMPTION
         Indemnity............................................................15
         Insurance............................................................16
         Reimbursement of expenses............................................16

SHARE CAPITAL
         Issue and Stock Options..............................................16
         Share Certificates and Stock Transfers...............................16
         Securities Register..................................................16
         Transfer Agents and Registrars.......................................16
         Record Date and Closing of Books.....................................17
         Lost or Destroyed Certificates.......................................17

DIVIDENDS
         Dividends............................................................17

FISCAL YEAR AND AUDIT
         Fiscal Year..........................................................18
         Audit................................................................18

CORPORATE REPRESENTATION FOR CERTAIN PURPOSES
         Declaration..........................................................18
         Representation at meetings...........................................18
         Signature of Documents...............................................19
         Declarations in the Register.........................................19

MISCELLANEOUS PROVISIONS
         Conflict with the Articles...........................................19
         Amendments...........................................................20

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                                      - 1 -


                           CODE OF GENERAL BY-LAWS OF
                           --------------------------

                      EXFO ELECTRO-OPTICAL ENGINEERING INC.
                               (the "Corporation")

                             enacted pursuant to the
                        CANADA BUSINESS CORPORATIONS ACT


                                   DEFINITIONS
                                   -----------


         For the purposes of these By-laws, unless otherwise provided :

-        "Act" means the CANADA BUSINESS CORPORATIONS ACT, R.S.C. (1985) ch.
         C-44, as well as any amendment which may be made thereto, and any act
         which may be substituted therefor;

-        "Articles" means the articles of association, of amalgamation or of
         continuance of the Corporation, as amended from time to time;

-        "Auditor" means the auditor of the Corporation and includes an auditing
         firm;

-        "Ordinary Resolution" means a resolution adopted by the majority of the
         votes cast by the shareholders qualified to vote in the circumstances,
         or signed by all of them;

-        "Resident Canadian" has the particular meaning ascribed by the Act to
         such expression, but summarily includes a Canadian citizen and a
         permanent resident, within the meaning of the IMMIGRATION ACT, who
         ordinarily reside in Canada;


                    LOCATION OF REGISTERED OFFICE AND OFFICES
                    -----------------------------------------


1.       REGISTERED OFFICE. The registered office of the Corporation is situated
in the province or territory within Canada specified in its Articles from time
to time and at such address therein as the Board may from time to time
determine.

2.       OFFICES. The Corporation may, in addition to its registered office,
establish elsewhere within or outside Canada any other office and agency.

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                                      - 2 -


                                  SHAREHOLDERS
                                  ------------


3.       ANNUAL MEETINGS. The annual meeting of the shareholders of the
Corporation shall be held yearly on the date and at the time the Board of
Directors may determine in order to receive and examine the financial statements
and, if any, the report of the Auditor, elect directors, appoint an Auditor and
fix or authorize the Board of Directors to fix his remuneration and to examine,
deal with and dispose of such other business as may properly come before the
meeting.

4.       SPECIAL MEETINGS. Special meetings of the shareholders may be called at
any time as determined by the President or the Board of Directors and shall be
called by the Board of Directors when required by one or more shareholders
holding no less than five per cent (5%) of the votes attached to the outstanding
shares in conformity with the Act.

5.       MEETINGS HELD BY ELECTRONIC MEANS . Any person entitled to attend a
meeting of shareholders may vote and otherwise participate in the meeting by
means of a telephonic, electronic or other communication facility made available
by the Corporation that permits all participants to communicate adequately with
each other during the meeting. A person participating in a meeting of
shareholders by such means is deemed to be present at the meeting.

         Directors who call (but not shareholders who requisition) a meeting of
shareholders may determine that:

         (a)      the meeting shall be held, in accordance with the regulations,
                  entirely by means of a telephonic, electronic or other
                  communication facility that permits all participants to
                  communicate adequately with each other during the meeting; and

         (b)      any vote shall be held, in accordance with the regulations,
                  entirely by means of a telephone, electronic or other
                  communication facility that the Corporation made available for
                  that purpose.

                  Any vote at a meeting of shareholders may be carried out by
         means of a telephonic, electronic or other communication facility, if
         the facility:

         (x)      enables the votes to be gathered in a manner that permits
                  their subsequent verification; and

         (y)      permits the tallied votes to be presented to the Corporation
                  without it being possible for the Corporation to identify how
                  each shareholder or group of shareholders voted.

6.       PLACE OF MEETINGS. Meetings of the shareholders shall be held in Canada
at the registered office of the Corporation or at any other place that may be
fixed by the Board of Directors. Meetings of the shareholders may be held
outside Canada if all shareholders entitled to vote thereat so agree

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                                      - 3 -


or if the Articles specify a place outside Canada where a meeting of
shareholders may be held. A shareholder who attends a meeting being held outside
Canada is deemed to have so agreed, unless he is present for the express purpose
of objecting to the transaction of any business on the grounds that the meeting
is not lawfully held.

7.       NOTICE OF MEETINGS. Notice of each annual meeting and of each special
meeting of the shareholders shall be delivered to the shareholders entitled to
vote thereat, the directors and the Auditor or, at the discretion of the person
charged with the giving of such notice, mailed by ordinary mail, transmitted by
facsimile or sent by electronic mail to the addressees at their respective
addresses entered in the books of the Corporation, no less than twenty-one (21)
days and no more than sixty (60) days prior to the date fixed for the meeting.
If the address of the addressee is not entered in the books of the Corporation,
the notice may be sent as aforesaid to the address that the person sending the
notice considers to be most likely to reach such addressee promptly. Any
irregularity in the notice of meeting or giving thereof, including the
accidental omission to send such notice or failure to receive on the part of the
shareholder, shall in no way affect the validity of proceedings of the meeting
in question.

         Such notice shall specify the date, time and place of the meeting. The
notice of the annual meeting may, but need not, specify the nature of the
business when such meeting is called only to examine the financial statements
along with the report of the Auditor, to elect directors and to re-appoint the
incumbent Auditor. The notice of the annual meeting at which other business
shall be transacted, as well as the notice of special meeting, shall state:

         (a)      the nature of business to be considered in sufficient detail
                  to permit the shareholders to form a reasoned judgment
                  thereon; and

         (b)      the text of any Special Resolution to be submitted to the
                  meeting.

         It is not necessary to give notice of the reconvening of an adjourned
meeting other than by announcement at the earlier meeting that is adjourned; a
new notice of meeting shall, however, be required if the shareholders' meeting
is adjourned one (1) or more times for an aggregate of thirty (30) days or more.

         The signature of any notice of meeting may be written, stamped,
typewritten, printed or otherwise mechanically reproduced.

         A certificate of the Secretary or of any other duly authorized officer
of the Corporation in office at the time of the making of the certificate or of
any officer, transfer agent or registrar of transfers of shares of the
Corporation shall be conclusive evidence that may be set up against any
shareholder or director of the sending or delivery of a notice of meeting.

8.       RECORD DATE. Subject to section 134 of the Act, directors may by
resolution fix in advance a date and time as the record date to determine which
shareholders are entitled to (i) receive notice

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                                      - 4 -


of meetings of shareholders, (ii) vote at meetings of shareholders and (iii)
receive financial statements of the Corporation in accordance with subsection
159(1) of the Act.

         Should the directors fail to fix a date and time in advance as a record
date for any aforementioned issue for any meetings of shareholders of the
Corporation, the following provisions shall apply, as the case may be:

         (a)      the record date used to determine which shareholders are
                  entitled to receive notice of meetings of shareholders shall
                  be fixed at the close of business of the day immediately
                  preceding that on which notice has been given or sent or,
                  failing such notice, on the day of the meeting;

         (b)      the record date used to determine which shareholders are
                  entitled to vote during meetings of shareholders shall be
                  fixed on the day of such meeting; and

         (c)      the record date used to determine which shareholders are
                  entitled to receive financial statements of the Corporation
                  shall be fixed at the close of business of the day the
                  directors adopt a resolution to that effect.

9.       WAIVER OF NOTICE. A shareholder or any other person entitled to be
summoned to a meeting of shareholders may waiver a notice of meeting prior to,
during or after such meeting is held. The mere presence of a shareholder shall
constitute a waiver, unless he is present for the express purpose of opposing
the meeting on the grounds that it was irregularly convened.

10.      CHAIRMAN. The Chairman of the Board of Directors or, failing which, the
President of the Corporation or any other person appointed for such purpose by
the Board of Directors, shall preside at meetings of shareholders.

11.      QUORUM. A quorum of shareholders shall exist at an annual or special
meeting of shareholders, regardless of the number of persons physically present
at the meeting, if one or more holders of shares conferring not less than 33
1/3% of the total number of votes attached to the aggregate of the shares
carrying voting rights at such meeting are present physically or represented in
accordance with section 12 hereinbelow.

         If a quorum is present at the opening of the meeting, the shareholders
present or represented may proceed with the business of the meeting, even if a
quorum is not present throughout the meeting.

         If a quorum is not present at the opening of the meeting, the
shareholders present or represented may adjourn the meeting, provided there is a
majority vote to that effect, to another time and place but may not transact any
other business.

         If a quorum is present at the reconvening of the meeting so adjourned,
the meeting may then proceed, failing which, a new meeting shall be convened.

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12.      REPRESENTATION AT MEETINGS. Shareholders shall be entitled to vote in
person or, if a body corporate, by representatives duly authorized by resolution
of its directors or its decision-making body. Shareholders shall also be
entitled to vote by proxy.

         A proxyholder need not be a shareholder of the Corporation and may
represent several shareholders. A proxy may be given for all or part of a
shareholder's shares.

         A proxy shall be valid only at the meeting in respect of which it is
given or any adjournment thereof.

         A proxy appointing a proxyholder shall be in the form prescribed by the
Act and its Regulations.

         The Board of Directors may specify, in the notice of meeting of
shareholders, a date and time limit for depositing with the Corporation or its
agent proxies to be used at the meeting; such date and time limits shall not
precede the meeting by more than 48 hours, excluding Saturdays and statutory
holidays.

         The Board of Directors may also permit particulars of proxies for use
at or in connection with, any such meeting which have been deposited with the
Corporation or its agent at a place other than the place of such meeting to be
sent by facsimile to the Secretary of the Corporation prior to such meeting. In
such event, such proxies, if otherwise in order, shall be valid and any votes
cast in accordance therewith shall be counted.

13.      RIGHT TO VOTE. Subject to the provisions of the Act, each shareholder
is entitled to as many votes as his shares in the Corporation carry votes.

14.      DECISIONS BY A MAJORITY. Unless otherwise provided in the Act, any
question submitted to the meeting of shareholders shall be decided by a simple
majority (50% + 1) of validly cast votes.

15.      CASTING VOTE. In the case of a tie vote, the Chairman of the meeting
shall have the casting vote.

16.      VOTE BY SHOW OF HANDS. Except where a voice vote or secret ballot has
been requested, votes shall be taken by a show of hands. In such a case,
shareholders or proxyholders shall vote by raising their hands and the number of
votes shall be calculated based on the number of hands raised.

17.      VOICE VOTE. If the Chairman of a meeting so orders, or any proxyholder
representing at least ten per cent (10%) of the votes attaching to outstanding
voting shares so requests (such requests may be withdrawn), and if a vote by
secret ballot has not been requested, votes shall be taken by voice vote. In
such a case, an entry in the minutes of a meeting of shareholders to the effect
that the chairman declared a resolution to be carried or defeated is, in the
absence of proof to the contrary, proof of the fact without proof of the number
or proportion of the votes recorded in favour of or against the resolution.

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18.      VOTE BY SECRET BALLOT. If the Chairman of a meeting so orders, or a
shareholder or proxyholder entitled to vote so requests, the vote shall be taken
by secret ballot. A request for a vote by secret ballot may be made at any time
before the meeting is closed, regardless of whether a vote by show of hands or a
voice vote has been previously held or not; such request may also be withdrawn.
Each shareholder or proxyholder shall submit to the scrutineers one or several
ballots on which he shall have indicated how he intends to cast his votes and,
where relevant, his name and the number of votes he has. The result of a secret
ballot shall be deemed to be a resolution of the meeting at which the ballot was
taken whether or not a vote by show of hands or a voice vote had previously been
taken on the same question.

19.      PROCEDURE AT MEETINGS. The Chairman of any meeting of shareholders
shall conduct the procedure thereat in all respects and his decision on all
matters, including any question regarding the validity or invalidity of any
proxy or the admissibility or inadmissibility of a proposal, shall be conclusive
and binding upon all the shareholders.

         A declaration by the Chairman at any meeting that a resolution has been
carried or not, whether unanimously or by particular majority, shall be
conclusive evidence of the fact.

         At any time during the meeting, at his own discretion or with the
approval of the shareholders given by a simple majority, the Chairman may
adjourn a meeting provided he has reasonable grounds to do so, such as when
confusion and disorder render the harmonious and orderly conduct of a meeting
impossible, and he need not give notice for the reconvening of a meeting so
adjourned.

         Should the Chairman of the meeting fail to carry out his duties
loyalty, the shareholders may, at all times, remove and replace him with another
person selected from amongst themselves.

         The directors of the Corporation shall be entitled, in such sole
capacity, to attend meetings of shareholders and to take the floor thereat.

20.      SCRUTINEERS. The Chairman of any meeting of shareholders may appoint
scrutineers, who may but need not be directors, officers, employees or
shareholders of the Corporation, to act as the Chairman shall direct.

21.      ADDRESSES OF THE SHAREHOLDERS AND SUBSEQUENT TRANSFEREES OF SHARES.
Every shareholder shall furnish the Corporation with a mailing or electronic
address to which all corporate notices intended for such shareholder may be
sent. Every person who, by operation of the Act, transfer or other means
whatsoever, shall become entitled to any share, shall be bound by every notice
in respect of such share which, prior to the entry of his name and address on
the register, is given to the person whose name appears on the register at the
time such notice is given.

22.      SIGNED RESOLUTIONS. Subject to subsections 110(2) and 168(5) of the
Act, a resolution signed by all the shareholders entitled to vote on such
resolution shall be as valid as if it had been passed

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                                      - 7 -


unanimously at a meeting duly convened by such holders. Each duly signed
resolution shall be kept with the minutes of the meetings of shareholders. BOARD
OF DIRECTORS

23.      NUMBER. The Board of directors shall be composed of a fixed number of
directors indicated in the Corporation's Articles. If the Articles provide for a
minimum and maximum number of directors, the Board of Directors shall be
composed of such fixed number of directors but not less than three (3), as shall
be established by resolution passed by the Board of Directors or, failing this,
as the shareholders choose to elect within such limits.

24.      QUALIFICATION. No person shall be qualified for election as a director
if he is less than eighteen (18) years of age; if he is of legal age and has
been placed under tutorship or curatorship; if he has been declared of unsound
mind by a court in Canada or elsewhere; if he has the status of an undischarged
bankrupt; or if a court has prohibited him from holding the office of director.
Unless otherwise set out in the Articles of the Corporation, a director need not
be a shareholder. Subject to subsection 105(3.1) of the Act, at least 25% of the
directors shall be Resident Canadians. However, if the Corporation has less than
four (4) directors, at least one (1) must be a Resident Canadian. At least three
(3) of the directors shall not be officers or employees of the Corporation or
its subsidiaries. A retiring director, if otherwise qualified, shall be eligible
for re-election.

25.      ELECTION AND TERM OF OFFICE. Except for the appointment of a director
following a vacancy during a term of office or for the election of one or
several additional directors, each director shall be elected by Ordinary
Resolution at a general annual meeting of shareholders, subject to the
provisions of the Articles of Corporation providing for cumulative voting or the
exclusive right of certain classes of shareholders to elect one or several
directors. Each director shall be elected either for a fixed term, which shall
end no later than at the close of the third annual meeting thereafter, or for an
indeterminate term, which shall end at the close of the first annual meeting
thereafter. Not all directors need have the same term of office. Directors shall
remain in office, failing the election of new directors by a meeting of
shareholders, until such time as a substitute has been elected.

26.      RESIGNATION. A director may resign from his office by sending written
notice thereof to the Corporation and need give grounds for such resignation.
Said resignation shall take effect on the date of sending or remittance thereof,
or on such later date as may be indicated therein.

27.      REMOVAL. Unless otherwise provided in the Articles, shareholders may
remove a director by Ordinary Resolution at a special meeting. The director who
receives notice of his impending removal may, in a written statement, explain to
the Corporation the reasons why he opposes his removal, and the Corporation
shall forward such written statement to the shareholders entitled to vote in
such matter.

         A vacancy created by the removal of a director may be filled by the
shareholders at the same meeting; in such a case, notice of such meeting shall
indicate that an election is to be held should the resolution of removal be
carried.

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                                      - 8 -


         Should the holders of shares of a particular class have the exclusive
right to elect a director, such director may only be removed by Ordinary
Resolution at a special meeting of such holders.

         The removal of a director, as well as his election, shall be at the
discretion of the shareholders. A director may be removed at any time and such
removal need not be based on any particular grounds, whether serious or not.
Neither the Corporation nor the shareholders voting in favour of the removal
shall incur any liability toward the director by the mere fact of his removal,
even if there be no grounds therefor.

28.      VACANCY. The office of a director shall become vacant as of the moment
his resignation or removal takes effect; moreover, a vacancy is created when a
director is no longer qualified to perform his duties pursuant to section 24 or
if he dies.

29.      REPLACEMENT. If a vacancy occurs on the Board of Directors, the
remaining directors may appoint a qualified person to fill such vacancy, for the
unexpired term of office. The directors may nonetheless continue to act despite
one or several vacancies, provided a quorum exists. Failing a quorum, the
remaining directors shall forthwith call a special meeting of shareholders to
fill such vacancy, in accordance with section 111 of the Act.

30.      REMUNERATION. The remuneration to be paid to the directors shall be as
fixed by resolution of the Board of Directors. Such remuneration shall be in
addition to the salary or remuneration received as such from the Corporation by
an officer, employee or service provider who is also a director, unless a
resolution shall provide otherwise. Directors may also seek reimbursement for
traveling and other expenses incurred in connection with their duties.

31.      GENERAL POWERS OF THE DIRECTORS. The directors of the Corporation shall
manage or supervise the management of the business and affairs of the
Corporation and may make or cause to be made any contract which it may lawfully
enter into. The directors shall be invested with all such powers and authority
as the Corporation by statute or its Articles is authorized to exercise and do.
The directors shall always act by resolution.

32.      IRREGULARITY. Notwithstanding that it be afterwards discovered that
there was some defect in the election of the Board of Directors or the election
or appointment of any director or that a director lacks or has lost his
qualification, all acts thereof shall be as valid and binding upon the
Corporation as if every such board or person had been duly elected or appointed
and had been qualified.

33.      USE OF PROPERTY OR INFORMATION. No director may mingle the
Corporation's property with his own property or use for his own profit or that
of a third party any property of the Corporation or any information he obtains
by reason of his duties, unless he is expressly and specifically authorized to
do so by the shareholders of the Corporation.

34.      CONFLICTS OF INTEREST. Each director shall avoid placing himself in a
situation of conflict between his personal interest and his obligations as a
director of the Corporation.

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                                      - 9 -


         He shall promptly disclose to the Corporation any interest he has in
any enterprise or association that is likely to place him in a situation of
conflict of interest, as well as the rights he may enforce thereagainst,
indicating, if such be the case, the nature and value thereof. Such disclosure
of interest shall be recorded in the minutes of the proceedings of the Board of
Directors. A general disclosure shall remain valid until the facts have changed,
and a director need not reiterate such declaration for any particular,
subsequent transaction.

35.      CONTRACTS AND TRANSACTIONS WITH THE CORPORATION. A director or an
officer may, even in performing his duties, enter into material contracts or
transactions with the Corporation, or be a director, an officer or a holder of a
material interest in a body corporate that is a party to such contract or
transaction. He shall then, in accordance with the Act, disclose in writing to
the Corporation or request to have entered in the minutes of meetings of
directors the nature and extent of his interest in such material contract or
transaction or proposed material contract or transaction, even if such contract
or transaction, within the scope of the normal business activity of the
Corporation, does not require the approval of either the directors or the
shareholders. Such Director shall not vote on any resolution to approve the same
except as provided by the Act.

         At the request of the President or any director, the interested
director shall leave the meeting while the Board of Directors discusses and
votes on the contract or transaction or proposed contract or transaction
concerned.

         For the purposes of this by-law, a general notice that the director or
officer is a director, an officer or a holder of a material interest in a body
corporate and is to be regarded as interested in any contract or transaction or
proposed contract or transaction made with that body corporate, is a sufficient
declaration of interest.

         Neither the Corporation nor any of its shareholders may contest the
validity of a contract or transaction entered into with a director or an officer
of the Corporation, or with a body corporate in which such director or officer
is a director, an officer or a holder of a material interest, for such sole
reason, provided such director or officer has disclosed his interest as
aforementioned, the Board of Directors or the Shareholders of the Corporation
have approved the contract or the transaction, and the contract or transaction
was, at that time, equitable for the Corporation.


                       MEETINGS OF THE BOARD OF DIRECTORS
                       ----------------------------------


36.      CALLING OF MEETINGS. Every year, immediately following the annual
general meeting of the shareholders, a meeting of the new directors present
shall be held without further notice if they constitute a quorum to elect or
appoint the officers of the Corporation and consider, deal with and dispose of
any further business.

         Meetings of the Board of Directors may be called by or by order of the
Chairman of the Board of Directors, if any, the President of the Corporation or
two (2) directors and may be held

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                                     - 10 -


anywhere within or outside Canada. A notice of each meeting, specifying the
place, date and time, shall be sent to each director at his residence or
workplace. The notice shall be sent no less than five (5) days prior to the date
fixed for the meeting by ordinary or registered mail or by facsimile or
electronic mail. In the absence of an address for a director, the notice may be
sent to the address at which the sender considers that the notice is most likely
to reach the director promptly.

         The Board of Directors may resolve to hold periodic or fixed meetings
of the Board of Directors, with or without notices of meeting, at any place in
Canada or elsewhere.

         The notice of a meeting of the Board of Directors need not specify the
goals or business thereof, with the exception of those matters referred to in
subsection 115(3) of the Act, in particular, the declaration of dividends, the
issue of securities, the purchase of shares issued by the Corporation, the
approval of the annual financial statements, the filling of vacancies on the
Board of Directors or in the office of Auditor and the adoption, amendment or
repealing of by-laws.

         Any director may waive in writing a notice of meeting of the Board of
Directors prior to, during or after the holding of such meeting. His mere
presence at a meeting shall constitute a waiver, unless he is present for the
sole purpose of objecting to the holding thereof on the grounds that the manner
of calling it was irregular.

         Notice need not be given of the reconvening of an adjourned meeting of
directors if the date, time and place of such meeting were announced at the
initial meeting.

37.      MEETINGS BY TELEPHONE OR ELECTRONIC FACILITIES. Directors may, if all
are in agreement, participate in a meeting of the Board of Directors or of a
committee of the Board by means of such telephonic, electronic or other
communication facility that permits all participants to communicate adequately
with each other during the meeting, and a Director participating in such a
meeting by such means is deemed to be present at the meeting. Any such consent
shall be effective whether given before or after the meeting to which it relates
and may be given in respect to all meetings of the Board and of committees of
the Board.

38.      QUORUM. A majority of the directors in office shall constitute a quorum
for a meeting of the Board of Directors. A quorum shall be present throughout
the meeting. Once a quorum exists, the directors may exercise their powers,
notwithstanding any vacancy on the board. No business shall be dealt with unless
the number of "Resident Canadian" directors prescribed in the Act is present.

39.      MEETING CHAIRMAN AND SECRETARY. Meetings of the Board of Directors
shall be chaired by the Chairman of the Board of Directors, if any, or, failing
him, by the President of the Corporation or, failing him, by a Vice-President
designated for such purpose by the President. The Secretary of the Corporation
shall act as Secretary of the meetings. The directors present at a meeting may
nevertheless appoint any other persons as Chairman or Secretary of such
meetings.

40.      PROCEDURE. The Chairman of the meeting shall ensure that the meeting is
conducted smoothly and submit to the Board of Directors the motions on which a
vote is to be taken and shall generally

<PAGE>

                                     - 11 -


conduct the procedure thereat in all respects, in which regard his decision
shall be final and binding on all directors. Should the meeting Chairman fail to
submit a motion, any director may submit it himself before the meeting is
adjourned or closed and, if such motion lies within the competence of the Board
of Directors, the Board of Directors shall consider it. For such purpose, the
agenda of each meeting of the Board of Directors shall be deemed to include a
period for the submission of motions by the directors. Should the Chairman of
the meeting fail to carry out his duties loyally, the directors may remove him
at any time and replace him by another person.

41.      VOTING. Each director shall be entitled to one vote, and all matters
shall be decided by the majority of votes cast. Unless a ballot is demanded, an
entry in the minutes of a meeting to the effect that a resolution was carried or
defeated is, in the absence of evidence to the contrary, proof of the fact
without proof of the number or proportion of the votes recorded in favour of or
against the resolution. Voting by proxy shall not be permitted, and the Chairman
of the meeting shall have no casting vote in the case of an equality of votes.
If the vote is taken by ballot, the meeting Secretary shall act as Scrutineer
and count the ballots. The fact of having voted by ballot shall not deprive a
director of the right to express his dissent in respect of the resolution
concerned and to cause such dissent to be entered.

42.      SIGNED RESOLUTION. A written resolution, signed by all the directors,
shall be valid and have the same effect as though it were adopted at a meeting
of the Board of Directors duly called and held. Each signed resolution shall be
inserted in the minute book of the Corporation, in order of its date, in the
same manner as minutes.


                                    OFFICERS
                                    --------


43.      OFFICERS. The officers of the Corporation shall be the Chairman of the
board, if appointed, the President, and, if elected or appointed, one or more
Vice-Presidents, the General Manager or Managing Director, the Comptroller, the
Secretary, the Treasurer, and such other officers as the Board of Directors may
appoint and whose duties it may determine by resolution. Subject to those powers
which, pursuant to the Act, may only be exercised by the Board of Directors, the
officers of the Corporation shall exercise such powers and authority and shall
perform such duties, as prescribed by the Board of Directors in addition to
those specified in the by-laws. The same person may hold more than one (1)
office. None of the officers of the Corporation need be directors or
shareholders of the Corporation, with the exception of the President, if any,
the Chairman of the Board of Directors, if any, and the General Manager, if any.

The directors may also appoint other agents, officials and employees of the
Corporation within or outside Canada, who may be given such titles and who shall
exercise such powers and authority and perform such duties of management, as the
Board of Directors may determine.

<PAGE>

                                     - 12 -


         In the event of the absence of any officer or for any other reason that
the directors may deem sufficient, the Board of Directors may delegate the
powers and authority of such officer to any other officer or to any director of
the Corporation.

44.      CHAIRMAN OF THE BOARD. The Chairman of the board shall preside at all
meetings of the Board of Directors and shareholders.

45.      PRESIDENT. The President shall be the chief officer of the Corporation
and, subject to the control of the directors and the appointment of a General
Manager or Managing Director, shall supervise, administer and manage the
business and affairs of the Corporation generally. In the event of the absence,
inability or failure of the Chairman of the board to act, the President shall
preside at all meetings of the Board of Directors and of the shareholders.

46.      VICE-PRESIDENT. In the event of the absence, inability or failure of
the President to act, any Vice-President(s) appointed by the Board of Directors
shall assume the powers and perform the duties of the President. The
Vice-President shall exercise such powers and authority and perform such duties
prescribed by the Board of Directors or by the President.

47.      GENERAL MANAGER OR MANAGING DIRECTOR. The General Manager or Managing
Director shall, subject to the control of the President, manage the operations
of the Corporation generally. He shall comply with all instructions received
from the Board of Directors and shall give to the Board of Directors or the
members thereof the information they require concerning the affairs of the
Corporation.

         The General Manager or Managing Director shall be a Resident Canadian
and a director. The Board of Directors may delegate to such General Manager or
Managing Director any of the powers of the board except those which by law a
General Manager or Managing Director has no authority to exercise.

48.      COMPTROLLER. The Comptroller shall, subject to the control of the
President, be the chief accounting officer of the Corporation. He shall, upon
request, render account to the President and the directors of the financial
position of the Corporation and all its transactions. He shall be entrusted
with, and have custody of, the books of account.

49.      SECRETARY. The Secretary shall attend to the preparation and sending of
all notices of the Corporation. He shall keep the minutes of all meetings of the
directors, the committees of the Board of Directors and the shareholders in a
book or books to be kept for that purpose. He shall have charge of the records
of the Corporation including books containing the names and addresses of the
members of the Board of Directors, together with copies of all reports made by
the Corporation and such other books and papers as the directors may direct. He
shall be responsible for the keeping and filing of all books, reports,
certificates and all other documents required by law to be kept and filed by the
Corporation. He shall be subject to the control of the President.

<PAGE>

                                     - 13 -


50.      TREASURER. The Treasurer, subject to the control of the President,
shall have general charge of the finances of the Corporation. He shall deposit
all moneys and other valuable effects of the Corporation in the name and to the
credit of the Corporation in such banks or other depositories as the Board of
Directors may designate.

51.      REMOVAL, DISCHARGE AND RESIGNATION. The Board of Directors, by the
affirmative vote of the absolute majority of its members, may remove any officer
with or without cause at any time, unless the resolution or contract providing
for his appointment stipulates otherwise. Any agent, officer, official or
servant who is not an officer of the Corporation may be discharged by the
President or any other officer authorized for such purpose, with or without
cause at any time.

         Any officer may resign his office at any time by remitting his
resignation in writing to the President or the Secretary of the Corporation, or
at a meeting of the Board of Directors, unless otherwise agreed.

52.      VACANCY. Any vacancy occurring in the office of any officer may be
filled by the Board of Directors.

53.      REMUNERATION. The remuneration of all officers shall be fixed by the
Board of Directors. The remuneration of all other mandataries, officers,
officials and servants of the corporation shall be fixed by the President or any
other officer authorized for such purpose.


                               EXECUTIVE COMMITTEE
                               -------------------


54.      ELECTION. The Board of Directors may appoint from among their number a
committee of the Board of Directors, designated "Executive Committee".

55.      OFFICERS, QUORUM AND PROCEDURE. The committee shall have the power to
appoint its officers, to fix its quorum at not less than a majority of its
members, and to determine its procedure.

56.      CHAIRMANSHIP. Meetings of the Executive Committee shall be chaired by
the Chairman of the Board of Directors or, if none is appointed, by the
President of the Corporation. In his absence, meetings of the Executive
Committee shall be chaired by the person whom the members of the Executive
Committee present choose from amongst themselves.

57.      SECRETARY. The Secretary of the Corporation shall act as Secretary of
the committee unless another secretary is appointed by the committee.

<PAGE>

                                     - 14 -


58.      POWERS. The Executive Committee shall possess the powers and authority
of the Board of Directors for the administration of the day-to-day affairs of
the Corporation, except for those powers which, by law, must be exercised by the
Board of Directors, as well as the powers which the Board of Directors may
expressly reserve for itself.

59.      SUPERVISORY POWER OF THE BOARD OF DIRECTORS. All acts of the Executive
Committee shall be subject to the supervision of the Board of Directors and
shall be reported to the Board of Directors should the latter so directs. The
Board of Directors may invalidate or amend decisions made by the Executive
Committee, provided that the rights of third parties are not affected.

60.      PARTICIPATION BY TELEPHONE OR ELECTRONIC FACILITIES AND SIGNED
RESOLUTIONS. Sections 37 and 42 shall apply, MUTATIS mutandis, to meetings of
the Executive Committee.

61.      MEETINGS. Meetings of committee may be held at the registered office of
the Corporation or at such other place within or outside Canada as the committee
may determine.

         Meetings of the committee may be called by or by the order of its
Chairman or two members of such committee.

         A member of the Executive Committee may waive in writing a notice of
the meeting of the Executive Committee, prior to or after the holding thereof.
His mere attendance at a meeting shall be deemed a waiver, except where he
attends a meeting solely for the purpose of objecting to the holding thereof on
the grounds that the manner of calling it was irregular.

62.      REMUNERATION. The members of the committee shall be entitled to receive
such remuneration for their services as members of the committee as the Board of
Directors may determine.

63.      REMOVAL AND REPLACEMENT. The Board of Directors may at any time remove
from office any member of a committee of the Board of Directors.

         The Board of Directors may also fill any vacancy which may occur on a
committee.


                                 AUDIT COMMITTEE
                                 ---------------


64.      COMPOSITION. The Audit Committee shall consist of at least three (3)
directors, appointed each year by the Board of Directors, the audit committee
shall be comprised solely of independent directors.

65.      DUTIES. The Audit Committee shall review the financial statements of
the Corporation prior to their approval by the Board of Directors and shall
perform all the other duties the latter may establish.

<PAGE>

                                     - 15 -


66.      MEETINGS. The meetings of the Audit Committee shall be convened by one
of its members or by the Auditor.

67.      APPLICABLE BY-LAWS. The Audit Committee shall, in all other respect, be
subject to the same aforementioned provisions that apply to the Executive
Committee.


                                OTHER COMMITTEES
                                ----------------


68.      OTHER COMMITTEES. The Board of Directors may create any other committee
it shall deem appropriate, whether or not it be comprised of members of the
Board of Directors. The Board of Directors may delegate to any such committee of
the board of directors any of the powers of the board except those which
pursuant to the Act a committee of the board of directors has no authority to
exercise. Unless otherwise ordered by the board, each committee so created shall
have the power to determine its own quorum of no less than a majority of its
members, to elect its own Chairman and to determine its own procedures.


                          INDEMNIFICATION AND EXEMPTION
                          -----------------------------


69.      INDEMNITY. Subject to the limitations provided by the Act, the
Corporation shall indemnify any director or officer of the Corporation, former
director or officer of the Corporation or person who acts or acted at the
Corporation's request as a director or officer (or an individual acting in a
similar capacity) of another entity, and his heirs and legal representatives,
against all costs, charges and expenses, including, without limitation, an
amount paid to settle an action or satisfy a judgment, reasonably incurred by
him in respect of any civil, criminal, administrative, investigative or other
proceeding in which the individual is involved because of that association with
the Corporation or other entity, provided:

         (a)      he acted honestly and in good faith with a view to the best
                  interests of the Corporation or, as the case may be, to the
                  best interests of the other entity for which he acted as a
                  director or officer or in a similar capacity at the
                  Corporation's request; and

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

         The Corporation shall advance monies to a director, officer or other
         individual for the costs, charges and expenses of a proceeding referred
         to in this section 68. Such person shall repay the monies if he is not
         entitled to indemnification as set forth in this section 69.

<PAGE>

                                     - 16 -


70.      INSURANCE. To the extent permissible by law, the Corporation may
purchase and maintain insurance for the benefit of any person referred to above
against such liability as the Board of Directors may from time to time
determine.

71.      REIMBURSEMENT OF EXPENSES. Subject to a contractual agreement
stipulating or limiting such obligation, the Corporation shall reimburse the
director, officer or other agent for expenses reasonably incurred by him within
the performance of his duties, with interest, as of the day he has paid such
expenses. An expense shall be reimbursed upon production of any appropriate
vouchers.


                                  SHARE CAPITAL
                                  -------------


72.      ISSUE AND STOCK OPTIONS. Subject to all provisions contained in the
Articles of the Corporation limiting the allocation or issue of shares of the
share capital of the Corporation, the directors may accept subscriptions for,
allot, distribute, issue unissued shares of the Corporation in whole or in part,
grant options thereon or otherwise dispose thereof to any person, enterprise,
corporation, company or body corporate, upon the conditions and for the lawful
consideration in compliance with the Articles of the Corporation determined by
the directors, without any requirement to offer such unissued shares to persons
who are already shareholders rateably to the shares held by them.

73.      SHARE CERTIFICATES AND STOCK TRANSFERS. Certificates representing
shares of the share capital of the Corporation shall bear the signature of the
President or a Vice-President and the Secretary. Such signatures may be
engraved, lithographed or otherwise mechanically reproduced. Any certificate
bearing the facsimile reproduction of the signatures of such authorized officers
shall be deemed to have been manually signed by them and shall be as valid as if
it had been so manually signed notwithstanding that the persons whose signatures
are so reproduced shall have ceased to be officers of the Corporation.

74.      SECURITIES REGISTER. A central securities register shall be maintained
by the Corporation or its agent at the registered office or at any other place
in Canada designated by the Board of Directors. The Board of Directors may from
time to time provide that one (1) or more branch securities registers be
maintained at such places within Canada or elsewhere as may be designated by a
resolution and may appoint officers or agents to maintain the same and to effect
and record therein transfers of shares of the share capital of the Corporation.

75.      TRANSFER AGENTS AND REGISTRARS. The agents of the Corporation charged
with the maintenance of the central and/or branch securities registers may be
designated as transfer agents and/or registrars of transfers, according to their
functions. The Board of Directors may at any time terminate the appointment of
such transfer agents and/or registrars.

<PAGE>

                                     - 17 -


76.      RECORD DATE AND CLOSING OF BOOKS. Subject to the provisions of the Act
with respect to notification, the directors may fix in advance, by resolution, a
date preceding by not less than twenty-one (21) days and more than sixty (60)
days the date for payment of a dividend or the date for the allotment of rights
or the date when any change or conversion or exchange of shares of the capital
stock of the Corporation shall go into effect as the record date for the
determination of the shareholders entitled to receive payment of such dividend,
the allotment of such rights or the exercise of such rights in respect of such
change, conversion or exchange of the capital stock of the Corporation with the
effect that only the shareholders of record on the date so fixed by the Board of
Directors shall be entitled to receive payment of such dividend or allotment of
rights or to exercise such rights, as the case may be, notwithstanding a
transfer of any shares on the books of the Corporation after such record date.
If no record date is so fixed, the record date for the determination of the
persons entitled to receive payment of such dividend, the allotment of such
rights or the exercise of such rights in respect of such change, conversion or
exchange of the capital stock of the Corporation shall be at the close of
business on the day on which the resolution relating thereto is passed by the
Board.

77.      LOST OR DESTROYED CERTIFICATES. The Board of Directors may, upon such
terms and conditions as to indemnity and otherwise as they may deem advisable,
direct that a new certificate or certificates of shares be issued to replace any
certificate or certificates of shares theretofore issued by the Corporation that
have been worn out, lost, stolen or destroyed. The Board of Directors, when
authorizing the issue of such new certificate or certificates, may, in its
discretion, and as a condition precedent thereto, require the owner of such
worn-out, lost, stolen or destroyed certificate or his legal representatives to
give to the Corporation and/or transfer agent or transfer agents and to such
registrar or registrars, as may be authorized or required to countersign such
new certificate or certificates a bond in such sum as they may direct, as
indemnity against any claim that may be made against them or any of them for or
in respect of the shares represented by such certificates alleged to have
been-worn out, lost, stolen or destroyed.


                                    DIVIDENDS
                                    ---------


78.      DIVIDENDS. The Board of Directors may, from time to time and in
compliance with the law, declare and pay dividends to the shareholders, in
accordance with their respective rights.

         The Board of Directors may stipulate that a dividend be payable, in
whole or in part, in Corporation stock.

         A transfer of shares shall not effect assignment of the rights to the
dividends declared thereon so long as the transfer is not recorded. Where two
(2) or more persons are recorded as joint holders of one share, each of them may
give a valid receipt for any dividend payable or paid on such share.

<PAGE>

                                     - 18 -


                              FISCAL YEAR AND AUDIT
                              ---------------------


79.      FISCAL YEAR. The period for the fiscal year of the Corporation shall be
determined by the Board of Directors.

80.      AUDIT. The shareholders, at each annual general meeting, shall appoint
an Auditor or auditors to hold office until the next annual general meeting or
until the appointment of his or their successor or successors, unless he or they
resign or his or their office becomes vacant. At least once in every fiscal
year, such Auditor shall examine the accounts of the Corporation and the
financial statements to be presented at the annual general meeting and shall
report thereon to the shareholders. The remuneration of an Auditor may be fixed
by the shareholders or by the Board of Directors, should the former so
authorize.

         The Auditor shall be independent of the Corporation, of its affiliates,
or the directors or officers thereof, in accordance with the Act. The
shareholders may remove the Auditor from office at any time at a special
meeting. A vacancy created by the removal of the Auditor may be filled by the
shareholders at the meeting at which the Auditor is removed or, if not so
filled, may be filled by the Board of Directors. Any other vacancy which may
occur shall be filled by the Board of Directors in accordance with section 166
of the Act.

         The shareholders may decide not to appoint an Auditor for any fiscal
year, by resolution receiving the unanimous consent of all the shareholders
including those who otherwise are not qualified to vote. The resolution shall be
valid only until the next annual meeting.


                  CORPORATE REPRESENTATION FOR CERTAIN PURPOSES


81.      DECLARATION. The President, Chairman of the Board of Directors, any
Vice-President, the General Manager or Managing Director, the Comptroller, the
Secretary or the Treasurer or any one (1) of them or, if authorized by the Board
of Directors, any other officer, official or person, shall be authorized and
empowered to make answer for the Corporation to all writs, orders and
interrogatories upon articulated facts issued out of any Court, to answer for
and on behalf of the Corporation to any writ of attachment by way of garnishment
in which the Corporation is garnishee, to make all affidavits and sworn
declarations in connection therewith or in connection with any judicial
proceedings to which the Corporation is a party, to make petitions for
assignment of property, winding-up or receivership against any debtor of the
Corporation, to attend and vote at all meetings of creditors of the
Corporation's debtors and to grant proxies in connection therewith.

82.      REPRESENTATION AT MEETINGS. The President, Chairman of the Board of
Directors, any Vice-President, the General Manager or Managing Director, the
Comptroller, the Secretary or the Treasurer, or any one (1) of them or any other
officer or person thereunto authorized by the Board of Directors shall represent
the Corporation, attend and vote at any meeting of shareholders or

<PAGE>

                                      -19-


members of any firm, company, body corporate or syndicate in which the
Corporation holds shares or is otherwise interested, and any action taken and/or
vote cast by them shall be deemed to be the act and/or vote of the Corporation.

         Any two (2) of the following persons acting jointly, namely the
President, the Chairman of the Board of Directors, any Vice-President, the
General Manager or Managing Director, the Comptroller, the Secretary or the
Treasurer shall moreover be empowered to authorize any person (whether an
officer of the Corporation or not) to attend, vote and otherwise act at all
meetings of shareholders or members of any firm, company, corporation or
syndicate in which the Corporation holds shares or is otherwise interested, and
for this purpose, such officers shall be authorized to execute and to deliver
for and on behalf of the Corporation a proxy in such form and under such terms
as such officers see fit, including therein, but without in any way limiting or
restricting the generality of the foregoing, provision for the appointment of a
substitute proxyholder and the revocation of all proxies given by the
Corporation prior thereto with respect to any such meeting.

83.      SIGNATURE OF DOCUMENTS. Contracts, documents, written acts, including
discharges and releases, requiring the signature of the Corporation may be
validly signed by the President alone, or by any two of the following persons
acting jointly, namely, any Vice-President, the General Manager or Managing
Director, the Secretary and the Treasurer, and shall hence be binding on the
Corporation. The Board of Directors may also designate any other person to sign
and deliver on behalf of the Corporation, either alone or jointly with one (1)
or several other persons, all contracts, documents and written acts, and such
authorization may be given by resolution in general or specific terms.

84.      DECLARATIONS IN THE REGISTER. Declarations to be filed with the
Inspector General of Financial Institutions in accordance with the ACT
RESPECTING THE LEGAL PUBLICITY OF SOLE PROPRIETORSHIPS, PARTNERSHIPS AND LEGAL
PERSONS shall be signed by the President, any director of the Corporation or any
other person authorized for such purpose by resolution of the Board of
Directors. Any director having ceased to hold such office as a result of his
resignation, removal or otherwise shall be authorized to sign on behalf of the
Corporation and file an amending declaration to the effect that he has ceased to
be a director, from fifteen (15) days after the date of such cessation, unless
he receives proof that the Corporation has filed such a declaration.


                            MISCELLANEOUS PROVISIONS
                            ------------------------


85.      CONFLICT WITH THE ARTICLES. In the event of a conflict between the
provisions of a by-law and those of the Articles, the latter shall prevail.

<PAGE>

                                     - 20 -


86.      AMENDMENTS. The Board of Directors shall have the power to adopt,
repeal or amend a by-law, but such measure shall apply only until the next
annual general or special meeting of the shareholders. If such adoption, repeal
or amendment is not confirmed or modified by Ordinary Resolution at such annual
general or special meeting, it shall cease to be in force, but only as of that
date. Any shareholder may, in accordance with section 137 of the Act, submit a
proposal at an annual meeting that a by-law be adopted, amended or repealed.



                                        /s/ GERMAIN LAMONDE
                                        -------------------
                                        Germain Lamonde
                                        President