EXHIBIT 4.2

                                 BY-LAW NO. 1A

                             A BY-LAW TO REGULATE

                          THE BUSINESS AND AFFAIRS OF


                               AT&T CANADA INC.
                              (the "Corporation")

                                   ARTICLE 1
                                INTERPRETATION

1.1  DEFINITIONS

In this By-law:

          (a)  "Act" means the Canada Business Corporations Act or any statute
               that may be substituted therefor, including the regulations
               thereunder, as amended from time to time;

          (b)  "articles" means the articles of the Corporation, as defined in
               the Act, and includes any amendments thereto;

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

          (d)  "by-laws" means the by-laws of the Corporation in force from
               time to time (as amended or restated);

          (e)  "director" means a person duly elected or appointed as a
               director of the Corporation;

          (f)  "meeting of shareholders" means an annual meeting of
               shareholders or a special meeting of shareholders;

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

          (h)  "officer" means a person duly appointed as an officer of the
               Corporation by the board;

          (i)  "person" includes an individual, partnership, association, body
               corporate, trustee, executor, administrator or legal
               representative;

          (j)  "Regulation" means the Canada Business Corporations Regulation
               (SOR/2001-512).

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1.2  INTERPRETATION

In this By-law:

          (a)  words importing the singular number also include the plural and
               vice-versa; and

          (b)  all words used in this By-law and defined in the Act but not
               otherwise defined herein shall have the meanings given to such
               words in the Act.

                                   ARTICLE 2
                               GENERAL BUSINESS

2.1  REGISTERED OFFICE

The registered office of the Corporation shall be in the province within
Canada specified in the articles and at such place and address therein as the
board may from time to time determine.

2.2  SEAL

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

2.3  FINANCIAL YEAR

The financial year end of the Corporation shall be as determined by the board.

2.4  EXECUTION OF INSTRUMENTS

The board may from time to time determine the officers or other persons by
whom any particular document or instrument or class of documents or
instruments of the Corporation shall be executed and the manner of execution
thereof, including the use of facsimile reproductions of any or all signatures
and the use of the corporate seal or a facsimile reproduction thereof.

Notwithstanding the foregoing, any officer or director may sign certificates
and similar instruments (other than share certificates) on the Corporation's
behalf with respect to any factual matters relating to the Corporation's
business and affairs, including certificates verifying copies of the articles
or by-laws of the Corporation or resolutions and minutes of meetings of the
directors or shareholders of the Corporation or any committee of the board.

2.5  EXECUTION IN COUNTERPART

Any instrument or document required or permitted to be executed by more than
one person may be executed in separate counterparts, each of which when duly
executed by such persons shall be an original and all of which, when taken
together, shall constitute one and the same instrument or document.

2.6  BANKING ARRANGEMENTS

The banking business of the Corporation, or any part or division of the
Corporation, shall be transacted with such bank or banks, trust companies or
other firms or bodies corporate as the board may designate, appoint or
authorize from time to time and all such banking business, or


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any part thereof, shall be transacted on the Corporation's behalf by such one
or more officers or other persons as the board may designate, direct or
authorize from time to time and to the extent thereby provided.

                                   ARTICLE 3
                                   BORROWING

3.1  BORROWING

Without limit to the powers of the board as provided in the Act, but subject
to any restrictions set out in the articles or by-laws, the board may from
time to time on behalf of the Corporation:

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

     (b)  issue, reissue, sell, or pledge or hypothecate debt obligations of
          the
          Corporation;

     (c)  to the extent permitted by the Act, give, directly or indirectly,
          financial assistance to any person by means of a loan, a guarantee
          to secure the performance of an obligation or otherwise; and

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

3.2  DELEGATION

Subject to the Act and the articles, the board may from time to time delegate
to a director, a committee of directors or an officer all or any of the powers
referred to in section 3.1 to such extent and in such manner as the board
shall determine at the time of each such delegation.

                                   ARTICLE 4
                                   DIRECTORS

4.1  DUTIES OF DIRECTORS

The board shall manage or supervise the management of the business and affairs
of the Corporation.

4.2  NUMBER OF DIRECTORS AND QUORUM

Until changed in accordance with the Act, the board shall consist of the
number of directors specified in and elected in accordance with the articles
and, subject to the Act, a quorum for the transaction of business at any
meeting of the directors shall require: (i) a majority of the directors
required by the articles and (ii) the directors elected by or appointed on
behalf of the holders of Class A Voting Shares shall represent not less than
50% of the directors present at such meeting.

4.3  ELECTION

Subject to the articles, the shareholders of the Corporation shall elect at
each annual meeting at which an election of directors is required, directors
to hold office for a term expiring not later


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than the close of the third annual meeting of shareholders following such
election. If directors are not elected at a meeting of shareholders, the
incumbent directors continue in office until their successors are elected.

4.4  PLACE OF MEETINGS

Meetings of the board may be held at the registered office of the Corporation,
or at any other place within or outside Canada.

4.5  ACTION IN WRITING

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

4.6  CALLING OF MEETINGS

Subject to section 4.7, meetings of the board shall be held from time to time
at such place, on such day and at such time as the board, the chairperson of
the board or any two directors may determine.

4.7  NOTICE OF MEETINGS

Written notice of the time and place of each meeting of the board shall be
given to each director at least 48 hours before the meeting provided, however,
that if such meeting will be held outside of Canada, each director shall
receive notice of such meeting at least five days before the meeting. Subject
to the Act, a notice of meeting of the board need not specify the business to
be transacted at the meeting.

4.8  FIRST MEETING OF BOARD

Provided a quorum of directors is present, the board may without notice hold a
meeting forthwith following any meeting of shareholders at which directors
were elected.

4.9  CHAIRPERSON AND SECRETARY

The chairperson of the board or, in the chairperson's absence, the chief
executive officer shall be chairperson of any meeting of the board. If neither
of these officers are present, the directors present shall choose one of their
number to be chairperson. The secretary of the Corporation shall act as
secretary at any meeting of the board and, if the secretary of the Corporation
is absent, the chairperson of the meeting shall appoint a person (who need not
be a director) to act as secretary of the meeting.

4.10 VOTES TO GOVERN

Subject to the articles, at all meetings of the board any question shall be
decided by a majority of the votes cast on the question and in the case of an
equality of votes the chairperson of the meeting shall not be entitled to a
second or casting vote. Any question at a meeting of the board shall be
decided by a show of hands unless a ballot is demanded.


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4.11 ELECTRONIC VOTING

Subject to the Act, a director participating in a meeting of directors or of a
committee of all the directors by means of a telephonic, electronic or other
communication facility may vote by means of such facility.

4.12 CONFLICT OF INTEREST

Subject to the Act, no director or officer shall be disqualified by virtue of
his or her office from entering into or being interested in any manner in any
contract or transaction made with the Corporation and no such contract or
transaction shall be invalid, nor shall any director or officer be accountable
to the Corporation or its shareholders for any profit realized from such
contract or transaction, because of the director's or officer's interest in
the contract or transaction or because the director was present or was counted
to determine whether a quorum existed at the meeting of directors or committee
of directors that considered the contract or transaction.

                                   ARTICLE 5
                                  COMMITTEES

5.1  AUDIT COMMITTEE

The  directors  shall  appoint from among their number an audit  committee to be
composed of not less than three directors of the  Corporation,  none of whom are
officers of the  Corporation  or any  affiliate  of the  Corporation.  The audit
committee shall have the duties provided in the Act and such other duties as may
be delegated by the board.

5.2  OTHER COMMITTEES

The board may designate and appoint additional committees of directors and,
subject to the limitations prescribed by the Act, the articles or the by-laws,
may delegate to such committees any of the powers of the board.

5.3      PROCEDURE

Subject to the Act and unless otherwise  determined by the board, each committee
shall  have the  power to fix its  quorum  at not less  than a  majority  of its
members, to elect its chairperson and to regulate its procedure. Notwithstanding
the  foregoing,  a quorum for any meeting of a committee  shall require not less
than  50% of  the  committee  members  present  to be  directors  elected  by or
appointed on behalf of the holders of Class A Voting Shares.

                                   ARTICLE 6
                                   OFFICERS

6.1  APPOINTMENT OF OFFICERS

The board may from time to time designate the offices of the Corporation,
appoint persons of full capacity to such offices, specify their duties and,
subject to any limitations prescribed in the Act and to the limitations set
out in the articles, may delegate to them powers to manage the business and
affairs of the Corporation.

6.2  CHAIRPERSON OF THE BOARD

Until December 31, 2004, the chairperson of the board shall be selected by the
board from the five directors elected by the holders of the Class A Voting
Shares in accordance with the Articles. The chairperson will not be an officer
or employee of the Corporation or any of its affiliates and will be
independent of the management of the Corporation and its affiliates. Until the
earlier of such time as the holders of Class B Limited Voting Shares are
entitled (as a class) to nominate and elect fewer than four directors in
accordance with the articles or December 31, 2004, the chairperson may only be
replaced or removed with the approval of not less than seven of the directors
including at least four directors elected or appointed by the holders of Class
A Voting Shares.

                                  ARTICLE 7
                     PROTECTION OF DIRECTORS AND OFFICERS

7.1  INDEMNITY OF DIRECTORS AND OFFICERS

     (a)  The Corporation shall indemnify each of the directors and officers
          of the Corporation, any former director or officer of the
          Corporation and any other individual who acts or acted at the
          Corporation's request as a director or officer and any other
          individual acting in a similar capacity, of another entity, against
          all costs, charges and expenses, including an amount paid to settle
          an action or satisfy a judgment, reasonably incurred by such
          director, officer or other individual in respect of any civil,
          criminal, administrative, investigative or other proceeding in which
          the director, officer or other individual is involved because of
          that association with the Corporation or other entity.

     (b)  The Corporation shall advance moneys to any such director, officer
          or other individual for the costs, charges and expenses of any
          proceeding referred to in (a), provided such individual agrees in
          advance, in writing, to repay those moneys if the individual does
          not fulfill the conditions of paragraph (c).

     (c)  The Corporation shall not indemnify a director, officer or other
          individual under paragraph (a) unless the director, officer or other
          individual:

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

          (ii) in the case of a criminal or administrative action or
               proceeding that is enforced by a monetary penalty, the
               director, officer or other individual had reasonable grounds
               for believing that his or her conduct was lawful.

     (d)  The Corporation shall seek the approval of the appropriate court to
          indemnify any director, officer or other individual referred to in
          paragraph (a), or advance monies under paragraph (b) in respect of
          an action by or on behalf of the Corporation or other entity to
          procure a judgment in its favour, to which such director, officer or
          other individual is made a party because of the association of


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          such director, officer or other individual with the Corporation or
          other entity as described in paragraph (a), and shall, if such
          approval is obtained, indemnify the director, officer or other
          individual against all costs, charges and expenses reasonably
          incurred by such director, officer or other individual in connection
          with such action, if the director, officer or other individual
          fulfills the conditions set out in paragraph (c).

     (e)  Any director, officer or other individual referred to in paragraph
          (a) is entitled to indemnity from the Corporation in respect of all
          costs, charges and expenses reasonably incurred by such director,
          officer or other individual in connection with the defence of any
          civil, criminal, administrative, investigative or other proceeding
          to which such director, officer or other individual is subject
          because of the association of such director, officer or other
          individual with the Corporation or other entity as described in
          paragraph (a), if such director, officer or other individual seeking
          indemnity:

          (i)  was not judged by the court or other competent authority to
               have committed any fault or omitted to do anything that such
               director, officer or other individual ought to have done; and

          (ii) fulfills the conditions set out in paragraph (c).

7.2  INSURANCE

The Corporation shall purchase and maintain insurance for the benefit of each
director, officer or other individual referred to in section 7.1 against any
liability incurred by such director, officer or other individual:

     (a)  in that person's capacity as a director or officer of the
          Corporation; or

     (b)  in that person's capacity as a director or officer, or similar
          capacity, of another entity, if the person acts or acted in that
          capacity at the Corporation's request.

7.3  INDEMNIFICATION OF OTHERS

Subject to the Act, the Corporation may indemnify such persons, other than
those referred to in section 7.1, as the directors may determine on such basis
as the directors may determine or on the same basis as that upon which the
persons referred to in section 7.1 may be indemnified.

7.4  NO LIABILITY OF DIRECTORS FOR CERTAIN ACTS

No director or officer shall be liable for:

     (a)  the acts, receipts, neglects or defaults of any other director,
          officer, employee or agent of the Corporation;

     (b)  any loss, damage or expense happening to the Corporation through the
          insufficiency or deficiency of title to any property acquired by,
          for or on behalf of the Corporation, or for the insufficiency or
          deficiency of any security in or upon which any of the moneys of the
          Corporation shall be loaned out or invested;


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     (c)  any loss or damage arising from the bankruptcy, insolvency or
          tortious act of any person with whom any moneys, securities or other
          assets belonging to the Corporation shall be lodged or deposited;

     (d)  any loss, conversion, misapplication or misappropriation of or any
          damage resulting from any dealings with any moneys, securities or
          other assets belonging to the Corporation; or

     (e)  any other loss, damage or misfortune whatever that may happen in the
          execution of the duties of the director's or officer's respective
          office or in relation thereto,

unless the same shall happen by or through the director's or officer's failure
to act honestly and in good faith with a view to the best interests of the
Corporation and to exercise the care, diligence and skill that a reasonably
prudent person would exercise in comparable circumstances.

7.5  INDEMNITIES NOT EXCLUSIVE

The provisions of this Article 7 shall be in addition to and not in
substitution for or derogation from any rights to which any person referred to
herein may otherwise be entitled.

                                  ARTICLE 8
                           MEETINGS OF SHAREHOLDERS

8.1  ANNUAL AND SPECIAL MEETINGS

Subject to the Act, the annual meeting of shareholders shall be held on such
day and at such time in each year as the board, or the chairperson of the
board, or the chief executive officer in the absence of the chairperson of the
board, may from time to time determine, for the purpose of considering the
financial statements and reports required by the Act to be placed before the
annual meeting, electing directors, appointing auditors and for the
transaction of such other business as may properly be brought before the
meeting. The board may at any time call a special meeting of shareholders and,
for greater certainty, annual and special business may be considered and
transacted at the same meeting.

8.2  PLACE OF MEETINGS

Subject to the Act, meetings of shareholders shall be held at such place
within Canada as the directors shall determine or at such place outside Canada
as may be specified in the articles or agreed to by all of the shareholders
entitled to vote at the meeting. A shareholder who attends a meeting held
outside Canada is deemed to have so agreed except when such shareholder
attends such meeting for the express purpose of objecting to the transaction
of any business on the grounds that the meeting is not lawfully held.

8.3  NOTICE OF MEETINGS

Subject to the Act, notice of the time and place of each meeting of
shareholders shall be sent not less than twenty-one (21) days nor more than
sixty (60) days before the meeting to each shareholder entitled to notice of
and/or to vote at the meeting, to each director and to the auditor of the
Corporation.


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8.4  PARTICIPATION IN MEETING BY ELECTRONIC MEANS

Subject to the Act and the consent of the directors expressed by way of
resolution passed at the time the meeting is called, any person entitled to
attend a meeting of shareholders may participate in the meeting by means of a
telephonic, electronic or other communication facility that permits all
participants to communicate adequately with each other during the meeting, if
the Corporation makes available such a communication facility. A person
participating in a meeting by such means shall be deemed to be present at the
meeting.

8.5  ELECTRONIC MEETINGS

Subject to the Act and the consent of the directors expressed by way of
resolution passed at the time the meeting is called, if the directors or the
shareholders of the Corporation call a meeting of shareholders pursuant to the
Act, those directors or shareholders, as the case may be, may determine that
the meeting shall be held entirely by means of a telephonic, electronic or
other communication facility that permits all participants to communicate
adequately with each other during the meeting.

8.6  CHAIRPERSON AND SECRETARY

The chairperson of the board or, in the absence of the chairperson, the chief
executive officer or, in the absence of the chief executive officer, a
vice-president shall be chairperson of any meeting of shareholders and, if
none of the said officers be present within fifteen (15) minutes after the
time appointed for holding the meeting, the shareholders present and entitled
to vote shall choose a chairperson from amongst themselves. The secretary of
the Corporation shall act as secretary at any meeting of shareholders or, if
the secretary of the Corporation be absent, the chairperson of the meeting
shall appoint some person, who need not be a shareholder, to act as secretary
of the meeting. If desired, one or more scrutineers, who need not be
shareholders, may be appointed by resolution or by the chairperson with the
consent of the meeting.

8.7  PERSONS ENTITLED TO BE PRESENT

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

8.8  Quorum

The quorum for the transaction of business at any meeting of shareholders
shall be two persons present in person or by proxy holding at least 33 1/3% of
the shares entitled to vote at the meeting.

8.9  Shareholder Representatives

A body corporate or association that is a shareholder of the Corporation may
be represented at a meeting of shareholders by any individual authorized by a
resolution of its directors or governing


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body and such individual may exercise on behalf of the body corporate or
association that such individual represents all the powers it could exercise
if it were an individual shareholder.

8.10 PROXIES

Votes at meetings of shareholders may be given either personally or by proxy.

8.11 TIME FOR DEPOSIT OF PROXIES

The board may specify in a notice calling a meeting of shareholders a time,
preceding the time of such meeting by not more than 48 hours, exclusive of
non-business days, before which time proxies to be used at such meeting must
be deposited with the Corporation or its agent. If such a time is set, it can
be waived by the chairperson in the chairperson's sole discretion.

8.12 RESOLUTION IN LIEU OF MEETING

Except where a written statement is submitted by a director or by an auditor
in accordance with the provisions of the Act, a resolution in writing signed
by all the shareholders entitled to vote on that resolution at a meeting of
shareholders is as valid as if it had been passed at a meeting of the
shareholders; and a resolution in writing dealing with all matters required to
be dealt with at a meeting of shareholders, and signed by all the shareholders
entitled to vote at such meeting, satisfies all the requirements of the Act
relating to meetings of shareholders.

8.13 Voting by Show of Hand

Subject to any legal requirement respecting the conduct of a ballot, any
question at a meeting of shareholders shall be decided by a show of hands
unless a ballot is required or demanded by a shareholder or proxyholder
entitled to vote at the meeting. Upon a show of hands every person who is
present and entitled to vote shall have one vote. Whenever a vote by show of
hands has been taken upon a question, unless a ballot is so required or
demanded, a declaration by the chairperson of the meeting that the vote upon
the question has been carried or carried by a particular majority or not
carried and an entry to that effect in the minutes of the meeting shall be, 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 any
resolution.

8.14 BALLOTS

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

8.15 Casting Vote

In case of an equality of votes at any meeting of shareholders either upon a
show of hands or upon a ballot, the chairperson of the meeting shall not be
entitled to a second or casting vote.


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8.16 ELECTRONIC VOTING

Subject to the Act and with the consent of the directors expressed by way of
resolution passed at the time the meeting is called,

     (a)  any person participating in a meeting of shareholders by telephonic,
          electronic, or other communication facility in accordance with
          article 8.4 and entitled to vote at the meeting may vote by means of
          the telephonic, electronic or other communication facility that the
          Corporation has made available for that purpose; and

     (b)  any vote at a meeting of shareholders may be held entirely by means
          of a telephonic, electronic or other communication facility if the
          Corporation makes available such a communication facility.

                                  ARTICLE 9
                              SHARES/SECURITIES

9.1  ISSUANCE

Subject to the Act and the articles, the board may from time to time issue or
grant options or other rights to purchase authorized and unissued shares of
the Corporation at such times and to such persons and for such consideration
as the board shall determine, provided that no share shall be issued until it
is fully paid.

9.2  SECURITIES RECORDS

The Corporation shall maintain (or cause to be maintained by an agent
appointed pursuant to section 9.3) a register of shares and other securities
in which it records the shares and other securities issued by it in registered
form, showing with respect to each class or series of shares and other
securities:

     (a)  the names, alphabetically arranged, and the latest known address of
          each person who is or has been a holder;

     (b)  the number of shares or other securities held by each holder; and

     (c)  the date and particulars of the issue and transfer of each share or
          other security.

9.3  TRANSFER AGENTS AND REGISTRARS

The directors may from time to time appoint a registrar to maintain the
securities register and a transfer agent to maintain the register of transfers
and may also appoint one or more branch registrars to maintain branch
securities registers and one or more branch transfer agents to maintain branch
registers of transfers. One person may be appointed both registrar and
transfer agent and the board may at any time terminate any such appointment.


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9.4  NON-RECOGNITION OF TRUSTS

Subject to the Act, the Corporation may treat the registered owner of a
security, as the person exclusively entitled to vote, to receive notices, to
receive any interest, dividend or other payments in respect thereof and
otherwise to exercise all the rights and powers of an owner of a security.

9.5  SECURITY CERTIFICATES

Security certificates evidencing securities of the Corporation shall be signed
by at least one of the following persons:

     (a)  a director or officer of the Corporation;

     (b)  a registrar, transfer agent or branch transfer agent of the
          Corporation or an individual on their behalf; or

     (c)  a trustee who certifies it in accordance with a trust indenture.

Signatures may be printed or otherwise mechanically reproduced on the security
certificates and every such signature shall for all purposes be deemed to be
the signature of the person whose signature is so reproduced and shall be
binding upon the Corporation. If a security certificate contains a printed or
mechanically reproduced signature of a person, the Corporation may issue the
security certificate, notwithstanding that the person has ceased to be a
director or an officer of the Corporation, and the security certificate is as
valid as if the person were a director or an officer at the date of its issue.

                                  ARTICLE 10
                         CONSTRAINED SHARE PROVISIONS

10.1 CONSTRAINED CLASS

For the purpose of this Article 10, "Constrained Class" means: (i) any person
or persons who are not Canadians within the meaning of Part 9 of the
Regulations dealing with constrained share corporations; and (ii) any person
or persons, where the issue or transfer of shares to any such person or
persons will affect the ability of the Corporation or any of its affiliates or
associates to qualify under any applicable laws of Canada or a province
prescribed pursuant to paragraph 87(1)(a) of the Regulation (including, for
greater certainty the Telecommunications Act (Canada) and the regulations
thereunder, as amended from time to time, (collectively hereinafter referred
to as the "Telecom Act")) (a "Prescribed Law") in order to obtain, maintain,
amend or renew a licence necessary to carry on any business that the
Corporation or any of its affiliates is currently engaged in or proposes to
engage in.

10.2 DETERMINATION OF OWNERSHIP OF CONSTRAINED SHARES

For the purpose of determining whether the direct or indirect beneficial owner
of a share or shares in the capital of the Corporation to be issued or in
respect of which registration of a transfer is requested is a member of the
Constrained Class, the directors and/or the officers of the Corporation may
require that there shall first be submitted to the Corporation, and/or the
transfer agent or agents of the Corporation, a declaration in writing signed
by the person in whose name


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the share or shares is or are to be issued or into whose name the share or
shares is or are to be transferred setting out the following information:

     (a)  whether the transferee is the beneficial owner of the share or
          shares or whether he or she holds them for a beneficial owner;

     (b)  the name and address of the beneficial owner of the share or shares;

     (c)  whether the beneficial owner is an associate of any other
          shareholder or beneficial owner of shares of the Corporation;

     (d)  if either the transferee or the beneficial owner is a corporation,
          whether such corporation is effectively owned or controlled directly
          or indirectly by or on behalf of citizens or subjects of a country
          other than Canada, whether through the holding of shares of such
          corporation or any other corporation or through the holding of a
          significant portion of the outstanding debt of such corporation or
          in any other manner whatsoever;

     (e)  whether the transferee or beneficial owner is a Canadian citizen;
          and

     (f)  such other information as the directors may from time to time
          require to enable them to determine whether the registration of any
          transfer or the issue of any share or shares of the corporation may
          adversely affect the status of the Corporation, or any affiliate or
          associate thereof, to obtain, maintain, amend or renew a licence
          pursuant to a Prescribed Law.

10.3 DIRECTOR'S REQUEST OF DECLARATION

The directors of the Corporation may:

     (a)  at any time when proxies are being solicited from shareholders; or

     (b)  at any time when, in the opinion of the directors, the status of the
          Corporation, or any affiliate or associate thereof, as a corporation
          eligible to obtain, maintain, amend or renew a licence pursuant to a
          Prescribed Law is, may be or may become adversely affected,

require any shareholder of the Corporation to submit a written declaration, in
the form outlined in section 10.2 above, to the Corporation, or to an agent
acting on behalf of the Corporation (if any), containing all or any part of
the information specified in section 10.2 above as specified by the directors
of the Corporation.

10.4 Requirement that Declaration conform to Canada Evidence Act

The directors of the Corporation may require any declaration requested for the
purposes set out above to be in the form of a statutory declaration under the
Canada Evidence Act, which shall be deemed to include any affidavit,
declaration, acknowledgment or statement under oath or affirmation as to which
the directors are satisfied that, under the laws of the place in which the
same was sworn or made, the same is substantially similar in effect to a
statutory declaration made under the Canada Evidence Act.


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                                     -14-

10.5 DIRECTORS' DISCRETION

Where the directors have required a declaration as provided in sections 10.2,
10.3 and 10.4 above to be submitted in respect of the transfer of or
subscription for or issue of any share or shares, the directors may refuse to
allow such transfer to be made or recorded in the register of the Corporation
or to accept such subscription or to issue the share or shares until such
declaration has been submitted to them or to an agent acting on behalf of the
Corporation.

10.6 FORM OF CERTIFICATE FOR CONSTRAINED SHARES

Every certificate representing shares or warrants or other rights to purchase
shares of the Corporation shall conspicuously bear upon its face the words
"This Corporation is a constrained share corporation. See details on
[back/page __] of this certificate" and will contain in a prominent location
which may be on the back of the certificate the following or similar wording:

                       "Constrained Share Provisions"

          The Corporation is a "constrained share corporation" to
          ensure that the Corporation, or any of its affiliates
          or associates, is eligible to operate, or to obtain any
          licences that it may need, pursuant to applicable
          provisions of the Telecommunications Act (Canada) and
          the regulations enacted thereunder and of any other
          statutes, regulations, rules, orders, directions or
          instruments that impose similar requirements in
          relation to Canadian ownership. The directors of the
          Corporation shall refuse to allow a transfer of a share
          of the Corporation to be made or recorded in the
          register of the Corporation and shall not issue or
          accept a subscription for shares of the Corporation, if
          the result of allowing such transfer or issuing or
          accepting such subscription would be that the number of
          shares held by or for the benefit of the member or
          members of the "Constrained Class" would exceed the
          total number of voting shares of the Corporation that
          may be held by one or more member(s) of the Constrained
          Class.

                                  ARTICLE 11
                                   DIVIDENDS

11.1 DIVIDENDS

Subject to the Act and the articles, the board may from time to time declare
dividends payable to the shareholders according to their respective rights and
interests in the Corporation. Dividends may be paid in money or property or by
issuing fully paid shares of the Corporation.

11.2 DIVIDEND CHEQUES

A dividend payable in cash shall be paid by cheque drawn on the Corporation's
bankers or one of them to the order of each registered holder of shares of the
class or series in respect of which it has been declared and mailed by prepaid
ordinary mail to such registered holder at such holder's address recorded in
the Corporation's securities register, unless in each case such holder


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                                     -15-

otherwise directs. In the case of joint holders the cheque shall, unless such
joint holders otherwise direct, be made payable to the order of all of such
joint holders and mailed to them at the address of the first of the joint
holders recorded in the securities register of the Corporation. The mailing of
such cheque as aforesaid, unless the same is not paid on due presentation,
shall satisfy and discharge the liability for the dividend to the extent of
the sum represented thereby plus the amount of any tax which the Corporation
is required to and does withhold.

11.3 NON-RECEIPT OF CHEQUES

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

11.4 UNCLAIMED DIVIDENDS

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

                                  ARTICLE 12
                                 MISCELLANEOUS

12.1 WAIVER OF NOTICE

Any shareholder (or such shareholder's duly appointed proxyholder), director,
officer, auditor or member of a committee of the board may at any time waive
the provision or receipt of any notice or document, or waive or abridge the
time for any notice or document, required to be provided to such person under
any provision of the Act, the articles, the by-laws or otherwise and such
waiver or abridgement shall cure any default in the provision or in the timing
or receipt of such notice or document, as the case may be. Any such waiver or
abridgement shall be in writing except a waiver of notice of a meeting of
shareholders or of the board, which may be given in any manner. Attendance of
a director at a meeting of directors or of a shareholder or any other person
entitled to attend a meeting of shareholders is a waiver of notice of the
meeting except where such director, shareholder or other person, as the case
may be, attends a meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is not lawfully
called.

12.2 OMISSIONS AND ERRORS

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

12.3 INVALIDITY

The invalidity or unenforceability of any provision of this By-law shall not
affect the validity or enforceability of the remaining provisions of this
By-law.

12.4 EFFECTIVE DATE

This By-law shall come into force on April 1, 2003.

12.5 REPEAL OF BY-LAWS NO. 1 AND NO. 2

Upon this By-law coming into force, By-laws No.1 and No. 2 of the Corporation
are repealed. However, such repeal shall not affect the previous operation of
such by-law or affect the validity of any act done or right, privilege,
obligation or liability acquired or incurred under the validity of any
contract or agreement made pursuant to such by-law prior to repeal. All
officers and persons acting under such repealed by-law shall continue to act
as if appointed under the provisions of this By-law and all resolutions of the
shareholders or board with continuing effect passed under such repealed by-law
shall continue good and valid, until amended or repealed, except to the extent
inconsistent with this By-law.