EXHIBIT 1.3

[LOGO]
[GRAPHIC OMITTED]

                    Industry Canada     Industrie Canada

                    Canada Business     Loi canadienne sur les
                    Corporation Act     societes par actions

               FORM 7                             FORMULE 7

          RESTATED ARTICLES OF               STATUTS CONSTITUTIFS
             INCORPORATION                        MIS A JOUR
             (SECTION 180)                       (ARTICLE 180)

--------------------------------------------------------------------------------
1.   Name of corporation                     Denomination de la societe

EXFO Electro-Optical Engineering Inc.       EXFO Ingenierie Electro-Optique inc.
--------------------------------------------------------------------------------
2.   The place in Canada where the           Lieu au Canada ou doit etre situe
     registered office is to be              le siege social
     situated

Quebec City Metropolitan Area                Region metropolitaine de Quebec
--------------------------------------------------------------------------------
3.   The classes and any maximum             Categories et tout nombre maximal
     number of shares that the               d'actions que la societe est
     corporation is authorized to issue      autorisee a emettre

Schedule A attached hereto is incorporated   L'annexe A ci-jointe fait partie
herein by reference as if herein set forth   integrante du present formulaire.
at length
--------------------------------------------------------------------------------
4.   Restrictions, if any, on share          Restrictions sur le transfert
     transfers                               des actions, s'il y a lieu

None                                         Aucune
--------------------------------------------------------------------------------
5.   Number (or minimum and maximum          Nombre (ou nombre minimal et
     number) of directors                    maximal) d'administrateurs

Schedule B attached hereto is incorporated   L'annexe B ci-jointe fait partie
herein by reference as if herein set forth   integrante du present formulaire.
at length
--------------------------------------------------------------------------------
6.   Restrictions, if any, on business       Limites imposees a l'activite
     the corporation may carry on            commerciale de la societe, s'il
                                             y a lieu

None                                         Aucune
--------------------------------------------------------------------------------
7.   Other provisions, if any                Autres dispositions, s'il y a lieu

Schedule C attached hereto is incorporated   L'annexe C ci-jointe fait partie
herein by reference as if herein set forth   integrante du present formulaire.
at length
--------------------------------------------------------------------------------
The foregoing restated articles of           Cette mise a jour des statuts
incorporation correctly set out, without     constitutifs demontre exactement,
substantive change, the corresponding        sans changement substantiel, les
provisions of the articles of incorporation  dispositions correspondantes des
as amended and supersede the original        statuts constitutifs modifies qui
articles of incorporation.                   remplacent les statuts constitutifs
                                             origineaux.
--------------------------------------------------------------------------------
Signature                     Date           FOR DEPARTMENT USE ONLY -
                              D-J  M  Y-A    A L'USAGE DU MINISTERE SEULEMENT
/s/ Kimberley Ann Okell
Kimberley Ann Okell           29-06-00
--------------------------------------------------------------------------------
Title-Titre                                  Filed-Deposee

Secretary
================================================================================
--------------------------------------------------------------------------------

<PAGE>

                                   SCHEDULE A
                                    ANNEXE A
                                    --------


                          DESCRIPTION OF SHARE CAPITAL

The Corporation is authorized to issue an unlimited number of Subordinate Voting
Shares, an unlimited number of Multiple Voting shares and an unlimited number of
Preferred Shares issuable in series of which 800,000 Preferred Shares Series I
are authorized for issuance, which shares shall carry the following rights,
privileges, conditions and restrictions:

1.       SUBORDINATE VOTING SHARES AND MULTIPLE VOTING SHARES

         The Subordinate Voting Shares and the Multiple Voting Shares
         (collectively the "Equity Shares") include the following rights,
         privileges, conditions and restrictions:

         1.1      DIVIDENDS

                  Each Subordinate Voting Share and each Multiple Voting Shares
                  confers, subject to the rights of the holders of Preferred
                  Shares, the right to receive such dividends as the Board of
                  Directors of the Corporation may determine, but in an
                  identical amount, at the same time and in the same form
                  (whether in cash, kind or otherwise) as if such shares were of
                  one and the same class.

         1.2      SUBDIVISION OR CONSOLIDATION

                  No subdivision or consolidation of the Subordinate Voting
                  Shares or the Multiple Voting Shares may be made unless,
                  simultaneously, the Multiple Voting Shares or the Subordinate
                  Voting Shares, as the case may be, are subdivided in the same
                  manner and, in such case, the rights, privileges, conditions
                  and restrictions then attached to the Subordinate Voting
                  Shares and the Multiple Voting Shares will also be attached to
                  the shares so subdivided or consolidated.

         1.3      LIQUIDATION

                  In case of liquidation or dissolution of the Corporation or
                  any other distribution of its assets among its shareholders
                  for the purpose of winding up its business, whether or not in
                  its own right, the holders of Subordinate Voting Shares and
                  the holders of Multiple Voting Shares are entitled, subject to
                  the rights of the holders of Preferred Shares, to share
                  equally amongst themselves, on a share-for-share basis, the
                  remaining property and assets of the Corporation available for
                  distribution to its shareholders, without preference or
                  distinction.

         1.4      VOTE

                  The holders of Subordinate Voting Shares and the holders of
                  Multiple Voting Shares have the right to receive notices of
                  any meeting of the shareholders of the Corporation and to
                  attend any such meeting and vote thereat as a single class in
                  respect of any matter on which the shareholders of the
                  Corporation are required to vote, except in the case of a
                  meeting at which only the holders of shares of a

<PAGE>

                  particular class or series are entitled to vote separately
                  pursuant to the CANADA BUSINESS CORPORATION ACT (the "Act") or
                  the articles of the Corporation. The Subordinate Voting Shares
                  confer 1 vote per share and the Multiple Voting Shares confer
                  10 votes per share.

         1.5      MULTIPLE VOTING SHARE CONVERSION PRIVILEGE

                  Each outstanding Multiple Voting Share may, at all times and
                  at the option of the holder, be converted into one Subordinate
                  Voting Share, in accordance with the following terms and
                  conditions:

                  1.5.1    the conversion privilege set out in this subsection
                           1.5 shall be exercised by means of a written notice
                           given to the transfer agent of the Corporation and
                           accompanied by the certificate or certificates
                           representing the Multiple Voting Shares in respect of
                           which the holder wishes to avail itself of such
                           privilege. Such notice shall be signed by the holder
                           of the Multiple Voting Shares in respect of which
                           such privilege is exercised or by its duly authorized
                           representative and shall indicate the number of
                           Multiple Voting Shares the holder wishes to convert.
                           The holder shall also pay all government taxes or
                           other duties or income taxes that may be imposed in
                           respect of such conversion. The conversion of the
                           Multiple Voting Shares into Subordinate Voting Shares
                           shall take effect as of the receipt by the transfer
                           agent of the Corporation of the notice of conversion
                           and the certificate or certificates representing the
                           Multiple Voting Shares in respect of which the holder
                           wishes to avail itself of the said conversion
                           privilege; and

                  1.5.2    upon receipt of such notice and the certificate or
                           certificates, the Corporation will issue or cause to
                           be issued, with effect on the date of such receipt, a
                           certificate or certificates representing the
                           outstanding Subordinate Voting Shares, in accordance
                           with the terms and conditions describes hereinabove,
                           in favour of the holder of such Multiple Voting
                           Shares, which may not from such time exercise its
                           rights as a holder of Multiple Voting Shares. If less
                           than the aggregate of the Multiple Voting Shares
                           represented by a certificate is to be converted, the
                           holder shall be entitled to receive a new certificate
                           for the Multiple Voting Shares represented by the
                           original certificate and not converted.

         1.6      RANK

                  Unless otherwise indicated in subsections 1.4 and 1.5, each
                  Subordinate Voting Share and each Multiple Voting Share confer
                  the same rights, are equal among themselves in all respects
                  and will be treated by the Corporation as if they were shares
                  of a single class.

         1.7      ADDITIONAL ISSUANCE OF MULTIPLE VOTING SHARES

                  Save for Multiple Voting Shares issued pursuant to subsection
                  1.2, no Multiple Voting Share shall be issued unless such
                  issuance has been approved by a special resolution of the
                  holders of Subordinate Voting Shares at a special meeting of
                  such holders convened for such purpose.

<PAGE>

         2.       PREFERRED SHARES

         The Preferred Shares carry the following rights, privileges, conditions
and restrictions:

         2.1      DIRECTORS' AUTHORITY TO ISSUE IN ONE OR MORE SERIES

                  The Board of Directors of the Corporation may issue the
                  Preferred Shares at any time and from time to time in one or
                  more series. Before the first shares of a particular series
                  are issued, the Board of Directors of the Corporation shall
                  fix the number of shares in such series and shall determine,
                  subject to the limitations set out in these Articles of
                  Amendment, the designation, rights, privileges, conditions and
                  restrictions to be attached to the shares of such series
                  including, without limiting or restricting the generality of
                  the foregoing, the rate or rates, amount or method or methods
                  of calculation of preferential dividends, whether cumulative,
                  non-cumulative or partially cumulative, and whether such rate,
                  amount or method of calculation shall be subject to change or
                  adjustment in the future, the currency or currencies of
                  payment, the date and place of payment thereof, and the date
                  or dates from which such preferential dividends shall accrue,
                  the redemption price and terms and conditions of redemption,
                  if any, the rights of retraction, if any, and the prices and
                  other terms and conditions of any rights of retraction and
                  whether any additional rights of retraction may be provided to
                  such holders in the future, the consideration and the terms
                  and conditions of any purchase for cancellation, if any, and
                  the terms and conditions of any share purchase plan or sinking
                  fund with respect thereto, the conversion price and the terms
                  and conditions of conversion, if any. Before the issue of the
                  first shares of a series, the Board of Directors of the
                  Corporation shall send to the director under the Act, Articles
                  of Amendment containing a description of such series including
                  the designation, rights, privileges, conditions and
                  restrictions determined by the Board of Directors of the
                  Corporation.

         2.2      RANKING OF PREFERRED SHARES

                  The Preferred Shares of each series shall rank at par with the
                  Preferred Shares of every other series with respect to
                  priority in the payment of dividends, return of capital and in
                  the distribution of assets of the Corporation in the event of
                  the liquidation or dissolution of the Corporation or any other
                  distribution of the assets of the Corporation among its
                  shareholders for the purpose of winding-up its affairs,
                  whether voluntary or involuntary. The Preferred Shares shall
                  have priority over the Multiple Voting Shares and the
                  Subordinate Voting Shares of the Corporation, with respect to
                  priority in the payment of dividends, return of capital and
                  the distribution of assets in the event of the liquidation or
                  dissolution of the Corporation, or any other distribution of
                  the assets of the Corporation among its shareholders for the
                  purpose of winding-up its affairs, whether voluntary or
                  involuntary. If any cumulative dividends or amounts payable on
                  return of capital in respect of a series of shares are not
                  paid in full, the shares of all series of Preferred Shares
                  participate rateably in respect of accumulated dividends and
                  return of capital.

<PAGE>

         2.3      PURCHASE FOR CANCELLATION

                  Subject to the provisions of the Act and the provisions
                  attached to any particular series of Preferred Shares,
                  Preferred Shares of any series, if so provided in the rights,
                  privileges, conditions and restrictions attached to such
                  series, may be purchased for cancellation or made subject to
                  redemption at the option of the Corporation or the holder
                  thereof, at such time and at such prices and upon such other
                  terms and conditions as may be specified in the rights,
                  privileges, conditions and restrictions attaching to the
                  Preferred Shares of such series.

         2.4      VOTING RIGHTS

                  Unless the Articles of Amendment otherwise provide with
                  respect to the creation and issue of a particular series of
                  Preferred Shares, the holders of Preferred Shares shall not be
                  entitled to receive any notice of or attend any meeting of
                  shareholders of the Corporation and shall not be entitled to
                  vote at any such meeting; provided that at any meeting of
                  shareholders at which, notwithstanding the foregoing, the
                  holders of Preferred Shares are required or entitled by law to
                  vote separately as a class, each holder of Preferred Shares of
                  any series thereof shall be entitled to cast, in respect of
                  each such Preferred Share held, that number of votes which is
                  equal to the quotient obtained by dividing the stated capital
                  account maintained for all the outstanding Preferred Shares of
                  such series by the number of such outstanding Preferred
                  Shares; provided that in respect of any such consideration
                  denominated in a currency other than Canadian, the Board of
                  Directors of the Corporation shall, for the purpose of this
                  Section 2.4, determine the appropriate conversion rate of such
                  currency to Canadian currency in effect on the date of issue
                  and, based on such rate, the Canadian dollar equivalent of
                  such consideration; and provided further that when such
                  quotient is a fraction or a whole number plus a fraction there
                  shall be no right to vote in respect of such fraction.

                  Any meeting of shareholders at which the holders of the
                  Preferred Shares are required or entitled by law to vote
                  separately as a class or a series shall, unless the Articles
                  of the Corporation otherwise provide, be called and conducted
                  in accordance with the by-laws of the Corporation; provided
                  that no amendment to or repeal of the provisions of such
                  by-laws made after the date of the first issue of any of the
                  Preferred Shares by the Corporation shall be applicable to the
                  calling and conduct of meetings of holders of the Preferred
                  Shares voting separately as a class or as a series unless such
                  amendment or repeal has been theretofore approved by ordinary
                  resolution adopted by the holders of the Preferred Shares
                  voting separately as a class.

         3.       PREFERRED SHARES SERIES 1

         The first series of Preferred Shares shall consist of 800,000 shares
         and shall be designated as Preferred Shares Series 1 (the "Preferred
         Shares Series 1"). The rights, privileges, conditions and restrictions
         attaching to the Preferred Shares Series 1 are as follows:

<PAGE>

         3.1      DEFINITIONS

                  In these share conditions, the following words and phrases
                  shall have the following meanings:

                  3.1.1    "Aggregate Redemption Price" means the product
                           obtained by multiplying the number of outstanding
                           Preferred Shares Series 1 by the Redemption Price.

                  3.1.2    "Conversion Price" means the dollar amount per
                           Subordinate Voting Share in Canadian dollars
                           determined by reference to the stock market on which
                           the greatest volume of trading of the Subordinate
                           Voting Shares occurred during the 10 days of stock
                           market activity preceding November 30, 2000, as
                           follows:

                           (i)      by averaging the closing prices of the
                                    Subordinate Voting Shares for such 10 days
                                    of stock market activity preceding November
                                    30, 2000; or

                           (ii)     if the Subordinate Voting Shares have been
                                    traded fewer than 5 days of the 10 days of
                                    stock market activity preceding November 30,
                                    2000, by averaging the following prices
                                    determined for each of those 10 days:

                                    a)      the closing price or, if the closing
                                            price is not published, the average
                                            between the highest and the lowest
                                            prices, for each day that there has
                                            been trading; and

                                    b)      the average of the bid and ask
                                            prices for each day on which there
                                            was no trading.

                  3.1.3    "Higher Rank" or " Equal Rank" and similar
                           expressions, whether used individually or
                           collectively, shall mean the order of priority of the
                           shares of different classes or series as regards the
                           payment of dividends or the distribution of assets in
                           the event of the winding-up, dissolution or
                           abandonment of the business of the Corporation,
                           whether or not voluntary, or in the event of any
                           other repayment of capital or distribution of the
                           assets of the Corporation among its shareholders for
                           purposes of winding up its affairs.

                  3.1.4    "Redemption Price" means, for each Preferred Share
                           Series 1, $1.00.

         3.2      VOTING RIGHTS

                  Subject to the Act, the holders of the Preferred Shares Series
                  1 shall not, as such, be entitled to receive notice of or to
                  attend any meeting of the shareholders of the Corporation or
                  to vote at any such meeting.

<PAGE>

         3.3      DIVIDENDS

                  The holders of the Preferred Shares Series 1 shall not be
                  entitled to receive, any dividend nor be entitled to
                  participate any further in the distribution or payment of
                  profits or assets of the Corporation.

         3.4      PURCHASE

                  Subject to the Act, the Corporation shall have the right at
                  its option at any time and from time to time, pursuant to
                  tenders received upon request therefor addressed to all
                  holders of Preferred Shares Series 1, to purchase the whole or
                  any part of the Preferred Shares Series 1 at the lowest price
                  for which, in the opinion of the Board of Directors, such
                  shares are obtainable, but not exceeding a sum equal to the
                  Redemption Price for each issued and outstanding Preferred
                  Shares Series 1, provided that if, in response to such
                  invitation for tenders, 2 or more shareholders submit tenders
                  at the same price and if such tenders are accepted by the
                  Corporation, in whole or in part, then unless the Corporation
                  accepts all such tenders in whole, the Corporation shall
                  accept such tenders in proportion as nearly as may be to the
                  number of shares offered in each such tender. From and after
                  the date of such purchase, all Preferred Shares Series 1 so
                  purchased shall be cancelled.

         3.5      MANDATORY REDEMPTION

                  Subject to the Act, the Corporation shall have the right to
                  redeem, on November 30, 2000 (the "Redemption Date"), all
                  outstanding Preferred Shares Series 1 on payment to their
                  holders of their Aggregate Redemption Price. The Corporation
                  shall give to each registered holder of Preferred Shares
                  Series 1 a written notice of redemption (the "Notice of
                  Redemption") or send such notice by mail to the last known
                  address of the holder. The Notice of Redemption shall inform
                  the holders of Preferred Shares Series 1 of the redemption of
                  their Preferred Shares Series 1 on the Redemption Date and
                  shall be given no less than 5 days prior to the Redemption
                  Date. Any holder may waive receipt of a Notice of Redemption.
                  On the Redemption Date, the Preferred Shares Series 1 redeemed
                  shall be cancelled automatically and their holders shall have
                  the right, upon delivery to the Corporation at its principal
                  office during its usual business hours of the certificate or
                  certificates representing the Preferred Shares Series 1 so
                  redeemed duly endorsed, to the payment of the Aggregate
                  Redemption Price of their Preferred Shares Series 1 (less any
                  taxes which must be deducted or withheld in respect thereof).
                  Payment shall be made by cheque. At any time after the Notice
                  of Redemption has been given, the Corporation shall be
                  entitled to deposit the amount of the Aggregate Redemption
                  Price of the Preferred Shares Series 1 (less any taxes which
                  must be deducted or withheld in respect thereof) in one or
                  more chartered banks or trust companies within Canada who
                  shall have been named in the Notice of Redemption. Such
                  deposits shall be made in one or more special trust accounts
                  for the benefit of holders of Preferred Shares Series 1
                  redeemed, and the amounts owing to them shall be paid by such
                  banks or trust companies upon remittance of the certificate or
                  certificates representing the Preferred Shares Series 1 so
                  redeemed duly endorsed. Once these deposits have been made,
                  the Preferred Shares Series 1 shall be deemed to have been
                  redeemed on the Redemption Date. After the Corporation has
                  effected a deposit in the

<PAGE>

                  aforementioned manner with respect to any of the Preferred
                  Shares Series 1, as of the Redemption Date, holders of such
                  shares shall not have any further rights as shareholders with
                  respect to such shares and their rights shall be limited to
                  the collection of the portion of the deposited amounts
                  applicable to such shares, without interest (less any taxes
                  which must be deducted or withheld in respect of said amount);
                  any accrued interest on such deposits shall belong to the
                  Corporation.

         3.6      CONVERSION AT OPTION OF CORPORATION

                  On November 30, 2000 (the "Conversion Date"), the Corporation
                  shall, if it has elected not to redeem the Preferred Shares
                  Series 1, pursuant to Section 3.5 above, convert all
                  outstanding Preferred Shares Series 1 into Subordinate Voting
                  Shares. The number of Subordinate Voting Shares to which is
                  entitled a holder of Preferred Shares Series 1 shall be equal
                  to the result obtained by dividing the Aggregate Redemption
                  Price of the Preferred Shares Series 1 held by such holder by
                  the Conversion Price. No fractional Subordinate Voting Shares
                  shall be issued upon the conversion of the Preferred Shares
                  Series 1. In lieu of any fractional shares to which the holder
                  would otherwise be entitled, the Corporation shall pay a cash
                  amount equal to such fraction multiplied by the then effective
                  Conversion Price. On the Conversion Date, the Preferred Shares
                  Series 1 converted shall be cancelled automatically and their
                  holders shall have the right to receive, upon delivery to the
                  Corporation at its principal office during its usual business
                  hours of the certificate or certificates representing the
                  Preferred Shares Series 1 so converted duly endorsed, a
                  certificate or certificates representing the number of
                  Subordinate Voting Shares resulting from the conversion of the
                  Preferred Shares Series 1 together with the cash amount
                  payable as a result of conversion into fractional Subordinate
                  Voting Shares (less any taxes which must be deducted or
                  withheld in respect thereof). Payment of cash amounts shall be
                  made by cheque. The Corporation shall be entitled to deposit
                  the certificates representing the number of Subordinate Voting
                  Shares resulting from the conversion of the Preferred Shares
                  Series 1 together with the cash amounts payable as a result of
                  conversion into fractional Subordinate Voting Shares (less any
                  taxes which must be deducted or withheld in respect thereof)
                  in one or more trust companies within Canada who shall have
                  been named in a written notice sent by mail by the Corporation
                  to the last known address of each registered holder of
                  Preferred Shares Series 1. Such deposits shall be made in one
                  or more special trust accounts for the benefit of holders of
                  Preferred Shares Series 1 converted, and the certificates
                  representing the Subordinate Voting Shares to which they are
                  entitled and the cash amounts owing to them shall be remitted
                  by such trust companies upon remittance of the certificate or
                  certificates representing the Preferred Shares Series 1 so
                  converted duly endorsed. Once these deposits have been made,
                  the Preferred Shares Series 1 shall be deemed to have been
                  converted on the Conversion Date. After the Corporation has
                  effected a deposit in the aforementioned manner with respect
                  to any of the Preferred Shares Series 1, as of the Conversion
                  Date, holders of such shares shall not have any further rights
                  as holders of Preferred Shares Series 1 with respect to such
                  shares; any accrued interest on the cash amount deposits shall
                  belong to the Corporation.

<PAGE>

         3.7      DISTRIBUTION RIGHTS

                  In the event of the liquidation, dissolution or winding-up of
                  the Corporation, whether voluntary or involuntary, the holders
                  of the Preferred Shares Series 1 shall be entitled to receive,
                  before any distribution or payment of any part of the assets
                  of the Corporation among the holders of Multiple Voting Shares
                  and Subordinate Voting Shares, an amount equal to the
                  Redemption Price of their shares and no more.

         3.8      VETO

                  No class of shares of an Equal Rank or of a Superior Rank with
                  the Preferred Shares Series 1 may be created, and the
                  provisions relating to the Preferred Shares Series 1 or
                  relating to other classes of shares may not be modified so as
                  to confer on such shares rights or privileges that are of
                  Equal Rank or of Superior Rank to those attached to the
                  Preferred Shares Series 1, unless such creation or
                  modification has been approved by a special resolution of the
                  holders of Preferred Shares Series 1 at a special meeting of
                  such holders convened for such purpose.

         3.9      INTERPRETATION

                  3.9.1    All amounts set forth in these presents are expressed
                           in Canadian dollars and all amounts required to be
                           converted into Canadian dollars shall be deemed to be
                           converted into or from Canadian dollars at the noon
                           buying rate of the FEDERAL RESERVE BANK OF NEW YORK
                           on the date as of which such conversion is
                           determined.

                  3.9.2    Notwithstanding any provision to the contrary set
                           forth in these presents, the payment of any sum of
                           money may be made by electronic transfer or by any
                           other means which the Board of Directors may approve,
                           instead of being made by cheque. In such an event,
                           the payment of sums of money to holders of Preferred
                           Shares Series 1 shall be deemed to constitute payment
                           and shall release the Corporation from all its
                           obligations with respect to the payment of such sums,
                           up to the amount represented thereby, unless the
                           payment is not honoured by the Corporation.

<PAGE>


                                   SCHEDULE B
                                    ANNEXE B
                                    --------


               NUMBER (OR MINIMUM AND MAXIMUM NUMBER OF DIRECTORS)


The minimum number of directors shall be 3, and the maximum number of directors
shall be 12. Moreover, directors shall be authorized to appoint one or more
directors (in addition to the number of directors elected at the last annual
meeting of shareholders) who shall hold office for a term expiring not later
than the close of the next annual meeting of shareholders, but the total number
of directors so appointed may not exceed one third of the number of directors
elected at the previous annual meeting of shareholders.







<PAGE>


                                   SCHEDULE C
                                    ANNEXE C
                                    --------

<TABLE>
<CAPTION>

         OTHER PROVISIONS                                   AUTRES DISPOSITIONS

<S>                                               <C>
1.   BORROWING POWER                              1.   POUVOIR D'EMPRUNT
     ---------------                                   -----------------

The directors may, when they deem expedient,      Les administrateurs peuvent, lorsqu'ils le jugent
by way of ordinary resolution and without         opportun, par voie de resolution ordinaire et
having to obtain authorization of the             sans  avoir a obtenir l'autorisation des
shareholders:                                     actionnaires:

1.1  borrow money on the credit of the            1.1  contracter des emprunts,  compte tenu
     Corporation;                                      du credit de la societe;

1.2  issue bonds or other securities of the       1.2  emettre des obligations ou autres valeurs
     Corporation and give them in guarantee            de la societe et les donner en garantie ou
     or sell them for such prices and such             les vendre pour les prix et sommes juges
     sums as may be deemed expedient;                  convenables;

1.3  subject to  Section  44 of the CANADA        1.3  sous reserve de l'article 44 de la LOI
     BUSINESS CORPORATION ACT (R.S.C., 1985,           CANADIENNE SUR LES SOCIETES PAR ACTIONS
     c. C-44), give a guarantee on behalf of           (L.R.C. (1985), ch. C-44), garantir, au
     the Corporation to secure performance of          nom de la societe, l'execution  d'une
     an obligation of any person;                      obligation a la charge d'une autre
                                                       personne;

1.4  mortgage, hypothecate, pledge or             1.4  grever d'une surete, notamment par
     otherwise create a security interest in all       hypotheque, tout ou partie des biens,
     or any property of the Corporation,               presents ou futurs, de la societe, afin de
     owned or subsequently acquired, to                garantir ses obligations; et
     secure any obligation of the Corporation;
     and

1.5  delegate one or any of the foregoing         1.5  deleguer un ou plusieurs des pouvoirs
     powers to a director, a committee of              susmentionnes a un administrateur, a un
     directors or an officer of the Corporation.       comite d'administrateurs ou a un dirigeant
                                                       de la societe.
</TABLE>