EXHIBIT  3.3







                                 BY-LAW NUMBER 1



                           A BY-LAW RELATING GENERALLY
                            TO THE TRANSACTION OF THE
                             BUSINESS AND AFFAIRS OF
                           ABACAN RESOURCE CORPORATION






<PAGE>
                         CONTENTS


                         SECTION 1.
                DEFINITIONS AND INTERPRETATION

 (1)      Definitions. . . . . . . . . . . . . . . . . .   1
 (2)      Interpretation . . . . . . . . . . . . . . . .   2
 (3)      Headings . . . . . . . . . . . . . . . . . . .   2
 (4)      By-laws Subject to the ABCA. . . . . . . . . .   2

                         SECTION 2.
               BUSINESS OF THE CORPORATION

 (1)      Execution of Documents . . . . . . . . . . . .   2
 (2)      Cheques, Drafts and Notes. . . . . . . . . . .   3
 (3)      Corporate Seal . . . . . . . . . . . . . . . .   3
 (4)      Banking Arrangements . . . . . . . . . . . . .   3
 (5)      Voting Rights in Other Bodies Corporate. . . .   3
 (6)      Withholding Information from Shareholders. . .   3
 (7)      Divisions. . . . . . . . . . . . . . . . . . .   3

                         SECTION 3.
                         BORROWING

 (1)      Borrowing Power. . . . . . . . . . . . . . . .   4

                         SECTION 4.
                         DIRECTORS

 (1)      Management of Business . . . . . . . . . . . .   4
 (2)      Qualification. . . . . . . . . . . . . . . . .   4
 (3)      Number of Directors. . . . . . . . . . . . . .   5
 (4)      Increase Number. . . . . . . . . . . . . . . .   5
 (5)      Decrease Number. . . . . . . . . . . . . . . .   5

<PAGE>
 (6)      Election and Term. . . . . . . . . . . . . . .   5
 (7)      Removal of Directors . . . . . . . . . . . . .   5
 (8)      Ceasing to Hold Office . . . . . . . . . . . .   5
 (9)      Filling Vacancies. . . . . . . . . . . . . . .   6
(10)      Delegation to a Managing Director or Committee   6
(11)      Remuneration and Expenses. . . . . . . . . . .   6
(12)      Annual Financial Statements. . . . . . . . . .   7

                         SECTION 5.
                   MEETINGS OF DIRECTORS

 (1)      Calling Meetings . . . . . . . . . . . . . . .   7
 (2)      Notice . . . . . . . . . . . . . . . . . . . .   7
 (3)      Notice of Adjourned Meeting. . . . . . . . . .   8
 (4)      Meetings Without Notice. . . . . . . . . . . .   8
 (5)      Waiver of Notice . . . . . . . . . . . . . . .   8
 (6)      Quorum . . . . . . . . . . . . . . . . . . . .   8
 (7)      Regular Meetings . . . . . . . . . . . . . . .   8
 (8)      Chairperson of Meetings. . . . . . . . . . . .   8
 (9)      Decision on Questions. . . . . . . . . . . . .   9
(10)      Meeting by Telephone . . . . . . . . . . . . .   9
(11)      Resolution in Lieu of Meeting. . . . . . . . .   9

                         SECTION 6.
            OFFICERS AND APPOINTEES OF THE BOARD

 (1)      Appointment of Officers. . . . . . . . . . . .   9
 (2)      Term of Office . . . . . . . . . . . . . . . .   9
 (3)      Duties of Officers . . . . . . . . . . . . . .  10
 (4)      Remuneration . . . . . . . . . . . . . . . . .  10
 (5)      Chairperson of the Board . . . . . . . . . . .  10
 (6)      Managing Director. . . . . . . . . . . . . . .  10
 (7)      President. . . . . . . . . . . . . . . . . . .  10
 (8)      Vice-President . . . . . . . . . . . . . . . .  10
 (9)      Secretary. . . . . . . . . . . . . . . . . . .  10
(10)      Treasurer. . . . . . . . . . . . . . . . . . .  11
(11)      Agents and Attorneys . . . . . . . . . . . . .  11

                         SECTION 7.
                    CONFLICT OF INTEREST

 (1)      Disclosure of Interest . . . . . . . . . . . .  11
 (2)      Approval and Voting. . . . . . . . . . . . . .  11
 (3)      Effect of Conflict of Interest . . . . . . . .  12

                         SECTION 8.
               LIABILITY AND INDEMNIFICATION

 (1)      Limitation of Liability. . . . . . . . . . . .  12
 (2)      Indemnity. . . . . . . . . . . . . . . . . . .  12
 (3)      Insurance. . . . . . . . . . . . . . . . . . .  13

                         SECTION 9.
                         SECURITIES

 (1)      Shares . . . . . . . . . . . . . . . . . . . .  13
 (2)      Options and Other Rights to Acquire Securities  13
 (3)      Commissions. . . . . . . . . . . . . . . . . .  13
 (4)      Securities Register. . . . . . . . . . . . . .  14
 (5)      Transfer Agents and Registrars . . . . . . . .  14
 (6)      Dealings with Registered Holders . . . . . . .  14
 (7)      Transfers of Securities. . . . . . . . . . . .  14
 (8)      Registration of Transfers. . . . . . . . . . .  14
 (9)      Lien . . . . . . . . . . . . . . . . . . . . .  15
(10)      Security Certificates. . . . . . . . . . . . .  15
(11)      Entitlement to a Security Certificate. . . . .  15
(12)      Securities Held Jointly. . . . . . . . . . . .  15

<PAGE>
(13)      Replacement of Security Certificates . . . . .  15
(14)      Fractional Shares. . . . . . . . . . . . . . .  16

                         SECTION 10.
                  MEETINGS OF SHAREHOLDERS

 (1)      Annual Meeting of Shareholders . . . . . . . .  16
 (2)      Special Meetings of Shareholders . . . . . . .  16
 (3)      Special Business . . . . . . . . . . . . . . .  16
 (4)      Place and Time of Meetings . . . . . . . . . .  16
 (5)      Notice of Meetings . . . . . . . . . . . . . .  17
 (6)      Notice of Adjourned Meetings . . . . . . . . .  17
 (7)      Waiver of Notice . . . . . . . . . . . . . . .  17
 (8)      Shareholder List . . . . . . . . . . . . . . .  17
 (9)      Persons Entitled to Vote . . . . . . . . . . .  18
(10)      Chairperson of Meetings. . . . . . . . . . . .  18
(11)      Scrutineer . . . . . . . . . . . . . . . . . .  18
(12)      Procedure at Meetings. . . . . . . . . . . . .  18
(13)      Persons Entitled to be Present . . . . . . . .  19
(14)      Quorum . . . . . . . . . . . . . . . . . . . .  19
(15)      Loss of Quorum . . . . . . . . . . . . . . . .  19
(16)      Proxy Holders and Representatives. . . . . . .  19
(17)      Time for Deposit of Proxies. . . . . . . . . .  20
(18)      Revocation of Proxies. . . . . . . . . . . . .  20
(19)      Joint Shareholders . . . . . . . . . . . . . .  20
(20)      Decision on Questions. . . . . . . . . . . . .  20
(21)      Voting by Show of Hands. . . . . . . . . . . .  21
(22)      Voting by Ballot . . . . . . . . . . . . . . .  21
(23)      Number of Votes. . . . . . . . . . . . . . . .  21
(24)      Meeting by Telephone . . . . . . . . . . . . .  21
(25)      Resolution in Lieu of Meeting. . . . . . . . .  21

                         SECTION 11.
                           NOTICES

 (1)      Method of Notice . . . . . . . . . . . . . . .  21
 (2)      Notice to Joint Shareholders . . . . . . . . .  22
 (3)      Notice to Successors . . . . . . . . . . . . .  22
 (4)      Non-Receipt of Notices . . . . . . . . . . . .  22
 (5)      Failure to Give Notice . . . . . . . . . . . .  22
 (6)      Execution of Notices . . . . . . . . . . . . .  22

<PAGE>
                                   SECTION 1.
                         DEFINITIONS AND INTERPRETATION

(1)          DEFINITIONS

In  the  By-laws,  unless  the  context  otherwise  requires:

(a)  "ABCA" means the Alberta Business Corporations Act, as amended;

(b)  "appoint" includes elect and vice versa;

(c)  "Articles"  includes  the original or restated  articles of  incorporation,
     articles of amendment,  articles of amalgamation,  articles of continuance,
     articles  of   reorganization,   articles  of   arrangement,   articles  of
     dissolution and articles of revival of the  Corporation,  and any amendment
     to any of them;

(d)  "Board" means the board of directors of the Corporation;

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

(f)  "Corporation" means Abacan Resource Corporation;

(g)  "Director" means an individual who is elected or appointed as a director of
     the Corporation;

(h)  "Director, ABCA" means the Director appointed under the ABCA;

(i)  "Indemnified  Party" has the meaning  set out in section 8 for  purposes of
     that section;

(j)  "Officer" means an officer of the Corporation appointed by the Board;

(k)  "Record Date" means, for the purpose of determining  Shareholders  entitled
     to receive notice of a meeting of Shareholders:

     i)   the date fixed in advance  by the Board for that  determination  which
          precedes  the date on which the meeting is to be held by not more than
          50 days and not less than 21 days,

     ii)  if no date is fixed by the  Board,  at the  close of  business  on day
          immediately preceding the day on which the notice is given, or

     iii) if no notice is given, the day on which the meeting is held;

(l)  "Recorded Address" means:

     i)   in the case of a  Shareholder,  the  Shareholder's  latest  address as
          shown in the Corporation's records or those of its transfer agent,

     ii)  in the case of joint Shareholders,  the latest address as shown in the
          Corporation's  records  or those of its  transfer  agent in respect of
          those joint holders,  or the first address  appearing if there is more
          than one address,

     iii) in the case of a Director,  the Director's  latest address as shown in
          the  Corporation's  records or in the last notice of  directors  filed
          with the Director, ABCA, and

                                        1
<PAGE>
     iv)  in the case of an Officer or auditor of the Corporation, that person's
          latest address as shown in the Corporation's records;

(m)  "Regulations" means the Regulations, as amended, in force from time to time
     under the ABCA; and

(n)  "Shareholder" means a shareholder of the Corporation.

(2)          INTERPRETATION

In  the  By-laws,  except  if  defined  in  this section or the context does not
permit:

(a)  words and  expressions  defined or used in the ABCA have the meaning or use
     given to them in the ABCA;

(b)  words importing the singular include the plural and vice versa;

(c)  words importing gender include masculine, feminine and neuter genders; and

(d)  words importing persons include bodies corporate.

(3)          HEADINGS

The headings used in the By-laws are inserted for convenience of reference only.
The  headings  are  not to be considered or taken into account in construing the
terms  of the By-laws nor are they to be deemed in any way to clarify, modify or
explain  the  effect  of  any  term  of  the  By-laws.

(4)          BY-LAWS  SUBJECT  TO  THE  ABCA

The  By-laws  are  subject  to  the  ABCA  and the Regulations, to any unanimous
shareholder  agreement  and  to  the  Articles,  in  that  order.

                                   SECTION 2.
                           BUSINESS OF THE CORPORATION

(1)          EXECUTION  OF  DOCUMENTS

Documents  may be executed on behalf of the Corporation in the manner and by the
persons  the  Board  may  designate  by  resolution.

(2)          CHEQUES,  DRAFTS  AND  NOTES

Cheques, drafts or orders for the payment of money, notes, acceptances and bills
of  exchange  must  be  signed  in  the  manner and by the persons the Board may
designate  by  resolution.

(3)          CORPORATE  SEAL

                                        2
<PAGE>
The  Board may, by resolution, adopt a corporate seal containing the name of the
Corporation  as  the corporate seal.  A document issued by or executed on behalf
of the Corporation is not invalid only because the corporate seal is not affixed
to  that  document.  A document requiring authentication by the Corporation does
not  need  to  be  under  seal.

(4)          BANKING  ARRANGEMENTS

The  Board may open any bank accounts the Corporation may require at a financial
institution  designated  by  resolution  of  the  Board.  The  Board  may adopt,
authorize,  execute  or  deposit  any  document  furnished  or  required  by the
financial  institution  and  may  do  any  other  thing  as  may  be necessarily
incidental  to  the  banking  and  financial  arrangements  of  the Corporation.

(5)          VOTING  RIGHTS  IN  OTHER  BODIES  CORPORATE

The  persons  designated  by  the  Board  to  execute documents on behalf of the
Corporation  may  execute  and  deliver instruments of proxy and arrange for the
issue  of  voting certificates or other evidence of the right to exercise voting
rights  attached  to  any  securities  held  by  the Corporation in another body
corporate.  The  instruments,  certificates or other evidence shall be in favour
of  the  person  that  is designated by the persons executing the instruments of
proxy or arranging for the issue of voting certificates or other evidence of the
right  to  exercise voting rights.  In addition, the Board may direct the manner
in  which  and the person by whom any particular voting right or class of voting
rights  may  be  exercised.

(6)          WITHHOLDING  INFORMATION  FROM  SHAREHOLDERS

No  Shareholder  is  entitled to obtain any information respecting any detail or
conduct  of the Corporation's business which, in the opinion of the Board, would
not  be  in  the  best  interests  of  the  Shareholders  or  the Corporation to
communicate  to  the  public.

The  Board may determine whether and under what conditions the accounts, records
and documents of the Corporation are open to inspection by the Shareholders.  No
Shareholder  has  a  right  to  inspect  any  account, record or document of the
Corporation  except  as conferred by the ABCA or authorized by resolution of the
Board  or  by  resolution  passed  at  a  meeting  of  Shareholders.

(7)          DIVISIONS

The  Board  may cause any part of the business and operations of the Corporation
to  be  segregated or consolidated into one or more divisions upon the basis the
Board  considers  appropriate.  Any  division  may be designated by the name the
Board  determines  and  may  transact business under that name.  The name of the
Corporation  must  be  set out in legible characters in all contracts, invoices,
negotiable  instruments and orders for goods or services issued or made by or on
behalf  of  any  division  of  the  Corporation.

                                   SECTION 3.
                                   BORROWING

(1)          BORROWING  POWER

Without  limiting  the  borrowing power of the Corporation provided by the ABCA,
the  Board  may,  without  authorization  of  the  Shareholders,

                                        3
<PAGE>
(a)  borrow money on the credit of the Corporation;

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

(c)  subject  to  section  44 of the  ABCA,  give a  guarantee  on behalf of the
     Corporation to secure performance of an obligation of any person; and

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

The  Directors  may,  by  resolution,  delegate  to  a  Director, a committee of
Directors  or  an  Officer  all  or  any of the powers conferred on them by this
section.

                                   SECTION 4.
                                    DIRECTORS

(1)          MANAGEMENT  OF  BUSINESS

The  Board  shall  manage  the  business  and affairs of the Corporation.  Every
Director  must  comply  with  the  ABCA,  the  Regulations, the Articles and the
By-laws.

(2)          QUALIFICATION

A  person  is  disqualified  for  election  as  a  Director  if  that  person:

(a)  is less than 18 years of age;

(b)  is of unsound mind and has been found so by a court in Canada or elsewhere;

(c)  is not an individual; or

(d)  has the status of bankrupt.

A  Director  is  not  required  to  hold  shares  issued  by  the  Corporation.

(3)          NUMBER  OF  DIRECTORS

The  Board  is to consist of that number of Directors permitted by the Articles.
In  the event the Articles permit a minimum and maximum number of Directors, the
Board  is  to  consist  of the number of Directors the Shareholders determine by
ordinary  resolution.  The  number  of Directors at any one time may not be less
than  the  minimum  or  more  than the maximum number permitted by the Articles.

(4)          INCREASE  NUMBER

                                        4
<PAGE>
The  Shareholders  may amend the Articles to increase the number, or the minimum
or  maximum  number, of Directors.  Upon the adoption of an amendment increasing
the  number or minimum number of Directors, the Shareholders may, at the meeting
at  which  they  adopt  the  amendment, elect the additional number of Directors
authorized  by the amendment.  Upon the issue of a certificate of amendment, the
Articles  are  deemed  to be amended as of the date the Shareholders adopted the
amendment.

(5)          DECREASE  NUMBER

The  Shareholders  may amend the Articles to decrease the number, or the minimum
or  maximum number, of Directors.  No decrease shortens the term of an incumbent
Director.

(6)          ELECTION  AND  TERM

Each  Director  named  in  the  notice  of  directors  filed  at  the  time  of
incorporation  holds  office  from the issue of the certificate of incorporation
until  the  first  meeting  of  Shareholders.  The  Shareholders  are  to  elect
Directors  by  ordinary  resolution  at the first meeting of Shareholders and at
each  succeeding  annual  meeting at which an election of Directors is required.
The  elected Directors are to hold office for a term expiring not later than the
close  of  the  third annual meeting of Shareholders following the election.   A
Director  not  elected for an expressly stated term ceases to hold office at the
close  of  the  first  annual  meeting  of Shareholders following the Director's
election.  If  Directors  are  not  elected  at  a  meeting of Shareholders, the
incumbent  Directors  continue  in  office until their respective successors are
elected.

(7)          REMOVAL  OF  DIRECTORS

The  Shareholders  may  by  ordinary  resolution  passed at a special meeting of
Shareholders  remove a Director from office.  Any vacancy created by the removal
of  a  Director  may be filled at the meeting at which the Director was removed,
failing  which  the  vacancy  may  be  filled  by  a  quorum  of  Directors.

(8)          CEASING  TO  HOLD  OFFICE

A  Director  ceases  to  hold  office  when:

(a)  the Director dies or resigns;

(b)  the  Director is removed  from office by the  Shareholders  who elected the
     Director; or

(c)  the  Director  ceases to be  qualified  for  election  as a Director  under
     subsection (2).

A  Director's resignation is effective at the time a written resignation is sent
to  the  Corporation,  or at the time specified in the resignation, whichever is
later.

(9)          FILLING  VACANCIES

A  quorum  of  Directors  may  fill  a  vacancy  in  the Board, except a vacancy
resulting  from an increase in the number or minimum number of Directors or from
a  failure  to  elect  the number or minimum number of Directors required by the
Articles.  If there is not a quorum of Directors, or if there has been a failure
to elect the number or minimum number of Directors required by the Articles, the
Directors then in office must immediately call a special meeting of Shareholders
to  fill  the vacancy.  If the Directors fail to call a meeting, or if there are
no  Directors  then  in  office,  the  meeting may be called by any Shareholder.

                                        5
<PAGE>
(10)          DELEGATION  TO  A  MANAGING  DIRECTOR  OR  COMMITTEE

The  Directors  may appoint from their number a Managing Director or a committee
of  Directors.  A  majority  of  the members of a committee of Directors must be
resident  Canadians.  A  Managing  Director  must  be  a resident Canadian.  The
Directors may delegate to a Managing Director or a committee of Directors any of
the  powers of the Directors.  However, no Managing Director and no committee of
Directors  has  authority  to:

(a)  submit to the Shareholders any question or matter requiring the approval of
     the Shareholders;

(b)  fill a vacancy among the Directors or in the office of auditor;

(c)  issue  securities,  except in the manner and on the terms authorized by the
     Directors;

(d)  declare dividends;

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

(f)  pay a commission in connection with the sale of shares of the Corporation;

(g)  approve a management proxy circular;

(h)  approve a take-over bid circular or directors' circular;

(i)  approve any financial statements; or

(j)  adopt, amend or repeal By-laws.

(11)          REMUNERATION  AND  EXPENSES

The  Directors  are  entitled  to receive remuneration for their services in the
amount the Board determines.  Subject to the Board's approval, the Directors are
also  entitled  to  be  reimbursed for travelling and other expenses incurred by
them  in attending meetings of the Board or any committee of Directors or in the
performance  of  their  duties  as  Directors.

Nothing  contained  in  the  By-laws  precludes  a  Director  from  serving  the
Corporation  in  another  capacity and receiving remuneration for acting in that
other  capacity.

(12)          ANNUAL  FINANCIAL  STATEMENTS

The  Board  must  place  before  the  Shareholders  at  every  annual meeting of
Shareholders  financial  statements  which  have  been  approved by the Board as
evidenced  by  the  signature of one or more of the Directors, the report of the
auditor  and  any  further  information respecting the financial position of the
Corporation  and the results of its operations that is required by the ABCA, the
Regulations,  the  Articles, the By-laws or any unanimous shareholder agreement.

                                        6
<PAGE>
                                   SECTION 5.
                              MEETINGS OF DIRECTORS

(1)          CALLING  MEETINGS

The  Chairperson  of the Board, the Managing Director or any Director may call a
meeting of Directors.  A meeting of Directors or of a committee of Directors may
be  held  within  or  outside  of  Canada at the time and place indicated in the
notice  referred  to  in  subsection  (2).

(2)          NOTICE

Notice  of  the  time  and  place  of a meeting of Directors or any committee of
Directors  must  be given to each Director or each Director who is a member of a
committee not less than 48 hours before the time fixed for that meeting.  Notice
must  be given in the manner prescribed in section 11.  A notice of a meeting of
Directors  need  not specify the purpose of the business to be transacted at the
meeting  except  when  the  business  to be transacted deals with a proposal to:

(a)  submit to the Shareholders any question or matter requiring the approval of
     the Shareholders;

(b)  fill a vacancy among the Directors or in the office of auditor;

(c)  issue securities;

(d)  declare dividends;

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

(f)  pay a commission in connection with the sale of shares of the Corporation;

(g)  approve a management proxy circular;

(h)  approve a take-over bid circular or directors' circular;

(i)  approve any financial statements; or

(j)  adopt, amend or repeal By-laws.

(3)          NOTICE  OF  ADJOURNED  MEETING

Notice  of  an  adjourned  meeting  of  Directors is not required if a quorum is
present  at  the  original  meeting  and  if the time and place of the adjourned
meeting is announced at the original meeting.  If a meeting is adjourned because
a  quorum  is not present, notice of the time and place of the adjourned meeting
must  be  given  as for the original meeting.  The adjourned meeting may proceed
with the business to have been transacted at the original meeting, even though a
quorum  is  not  present  at  the  adjourned  meeting.

(4)          MEETINGS  WITHOUT  NOTICE

No  notice  of a meeting of Directors or of a committee of Directors needs to be
given:

(a)  to a newly  elected  Board  following  its election at an annual or special
     meeting of Shareholders; or

(b)  for a meeting of  Directors  at which a  Director  is  appointed  to fill a
     vacancy in the Board,

if  a  quorum  is  present.

                                        7
<PAGE>
(5)          WAIVER  OF  NOTICE

A  Director  may  waive, in any manner, notice of a meeting of Directors or of a
committee  of  Directors.  Attendance of a Director at a meeting of Directors or
of  a  committee  of Directors is a waiver of notice of the meeting, except when
the  Director  attends  the  meeting for the express purpose of objecting to the
transaction  of  any  business  on  the grounds that the meeting is not lawfully
called.

(6)          QUORUM

The  Directors may fix the quorum for meetings of Directors or of a committee of
Directors, but unless so fixed, a majority of the Directors or of a committee of
Directors constitutes a quorum.  No business may be transacted unless a majority
of  the  Directors  present  are  resident  Canadians.

(7)          REGULAR  MEETINGS

The  Board  may  by resolution establish one or more days in a month for regular
meetings  of  the  Board  at a time and place to be named in the resolution.  No
notice  is  required  for  a  regular  meeting.

(8)          CHAIRPERSON  OF  MEETINGS

The  chairperson  of  any  meeting  of  Directors  is the first mentioned of the
following  Officers  (if  appointed)  who  is  a  Director and is present at the
meeting:  Chairperson of the Board, Managing Director, or President.  If none of
the  foregoing  Officers  are  present,  the Directors present may choose one of
their  number  to  be  chairperson  of  the  meeting.

(9)          DECISION  ON  QUESTIONS

Every  resolution  submitted  to  a  meeting  of  Directors or of a committee of
Directors  must  be  decided by a majority of votes cast at the meeting.  In the
case  of  an  equality  of  votes, the chairperson does not have a casting vote.

(10)          MEETING  BY  TELEPHONE

If  all  the  Directors  consent,  a  Director  may  participate in a meeting of
Directors  or  of  a  committee  of  Directors  by  means  of telephone or other
communication facilities that permit all persons participating in the meeting to
hear each other.  A Director participating in a meeting by means of telephone or
other  communication  facilities  is  deemed  to  be  present  at  the  meeting.

(11)          RESOLUTION  IN  LIEU  OF  MEETING

A  resolution  in  writing  signed by all the Directors entitled to vote on that
resolution at a meeting of Directors or committee of Directors is as valid as if
it  had  been  passed  at  a  meeting of Directors or committee of Directors.  A
resolution  in writing takes effect on the date it is expressed to be effective.

A  resolution in writing may be signed in one or more counterparts, all of which
together constitute the same resolution.  A counterpart signed by a Director and
transmitted  by  facsimile  or  other  device  capable of transmitting a printed
message  is  as  valid  as  an  originally  signed  counterpart.

                                        8
<PAGE>
                                   SECTION 6.
                      OFFICERS AND APPOINTEES OF THE BOARD

(1)          APPOINTMENT  OF  OFFICERS

The  Directors may designate the offices of the Corporation, appoint as officers
persons  of  full  capacity, specify their duties and delegate to them powers to
manage the business and affairs of the Corporation, except those powers referred
to  in  section  4  which  may  not  be delegated to a Managing Director or to a
committee  of  Directors.  Unless  required  by the By-laws, an Officer does not
have  to be a Director.  The same individual may hold two or more offices of the
Corporation.

(2)          TERM  OF  OFFICE

An  Officer  holds  office  from  the  date of the Officer's appointment until a
successor  is  appointed  or  until  the  Officer's  resignation or removal.  An
officer  may  resign  by  giving  written notice to the Board.  All Officers are
subject  to  removal  by  the  Board,  with  or  without  cause.

(3)          DUTIES  OF  OFFICERS

An  Officer  has  all  the  powers and authority and must perform all the duties
usually incident to, or specified in the By-laws or by the Board for, the office
held.

(4)          REMUNERATION

The  Officers  are  entitled  to  receive remuneration for their services in the
amount  the  Board  determines.

(5)          CHAIRPERSON  OF  THE  BOARD

If  appointed  and present at the meeting, the Chairperson of the Board presides
at all meetings of Directors, committees of Directors and, in the absence of the
President,  at  all meetings of Shareholders.  The Chairperson of the Board must
be  a  Director.

(6)          MANAGING  DIRECTOR

If  appointed,  the Managing Director is responsible for the general supervision
of  the  affairs  of  the  Corporation.  During the absence or disability of the
Chairperson  of the Board, or if no Chairperson of the Board has been appointed,
the  Managing  Director  exercises  the  functions  of  that office.  Subject to
section  4, the Board may delegate to the Managing Director any of the powers of
the  Board.

(7)          PRESIDENT

If  appointed,  the  President is the chief executive officer of the Corporation
responsible  for  the management of the business and affairs of the Corporation.
During  the  absence  or  disability of the Managing Director, or if no Managing
Director  has been appointed, the President also exercises the functions of that
office.  The  President  may  not  preside  as chairperson at any meeting of the
Directors  or  of any committee of Directors unless the President is a Director.

(8)          VICE-PRESIDENT

During  the  absence or disability of the President, or if no President has been
appointed,  the  Vice-President or if there is more than one, the Vice-President
designated by the Board, exercises the functions of the office of the President.

                                        9
<PAGE>
(9)          SECRETARY

If  appointed,  the  Secretary  must  call  meetings  of  the  Directors or of a
committee  of Directors at the request of a Director.  The Secretary must attend
all  meetings  of  Directors, of committees of Directors and of Shareholders and
prepare  and maintain a record of the minutes of the proceedings.  The Secretary
is  the  custodian  of  the  corporate  seal,  the  minute book and all records,
documents  and  instruments  belonging  to  the  Corporation.

(10)          TREASURER

If  appointed,  the Treasurer is responsible for the preparation and maintenance
of  proper  accounting  records,  the  deposit  of  money,  the  safe-keeping of
securities and the disbursement of funds of the Corporation.  The Treasurer must
render  to the Board an account of all financial transactions of the Corporation
upon  request.

(11)          AGENTS  AND  ATTORNEYS

The Board has the power to appoint agents or attorneys for the Corporation in or
outside  of  Canada  with  any  power  the  Board  considers  advisable.

                                   SECTION 7.
                              CONFLICT OF INTEREST

(1)          DISCLOSURE  OF  INTEREST

A  Director  or  Officer  who:

(a)  is a party to a material  contract or proposed  material  contract with the
     Corporation; or

(b)  is a director or an officer of or has a material interest in any person who
     is a party to a material  contract or proposed  material  contract with the
     Corporation,

must  disclose  in  writing to the Corporation or request to have entered in the
minutes  of meetings of the Directors the nature and extent of the Director's or
Officer's  interest.

(2)          APPROVAL  AND  VOTING

A Director or Officer must disclose in writing to the Corporation, or request to
have  entered  in the minutes of meetings of Directors, the nature and extent of
the Director's or Officer's interest in a material contract or proposed material
contract if the contract is one that in the ordinary course of the Corporation's
business  would  not  require  approval  by  the Board or the Shareholders.  The
disclosure  must be made immediately after the Director or Officer becomes aware
of the contract or proposed contract.  A Director who is required to disclose an
interest  in  a  material contract or proposed material contract may not vote on
any  resolution  to  approve  the  contract  unless  the  contract  is:

(a)  an  arrangement  by  way of  security  for  money  lent  to or  obligations
     undertaken  by the  Director  for  the  benefit  of the  Corporation  or an
     affiliate;

(b)  a contract relating primarily to the Director's  remuneration as a Director
     or Officer, employee or agent of the Corporation or as a director, officer,
     employee or agent of an affiliate;

                                       10
<PAGE>
(c)  a contract for indemnity or insurance under the ABCA; or

(d)  a contract with an affiliate.

(3)          EFFECT  OF  CONFLICT  OF  INTEREST

If  a  material  contract  is  made  between  the  Corporation and a Director or
Officer,  or  between  the Corporation and another person of which a Director or
Officer  is  a  director  or  officer  or in which the Director or Officer has a
material  interest,  the contract is neither void nor voidable by reason only of
that  relationship,  or  by  reason only that a Director with an interest in the
contract  is present at or is counted to determine the presence of a quorum at a
meeting  of Directors or committee of Directors that authorized the contract, if
the  Director  or  Officer disclosed the Director's or Officer's interest in the
contract  in  the manner prescribed by the ABCA and the contract was approved by
the  Board or the Shareholders and was reasonable and fair to the Corporation at
the  time  it  was  approved.

                                   SECTION 8.
                          LIABILITY AND INDEMNIFICATION

(1)          LIMITATION  OF  LIABILITY

Every  Director  and Officer in exercising the powers and discharging the duties
of  office must act honestly and in good faith with a view to the best interests
of  the  Corporation  and  must  exercise  the  care, diligence and skill that a
reasonably  prudent  person  would  exercise  in  comparable  circumstances.  No
Director  or  Officer  is  liable  for:

(a)  the acts,  omissions  or  defaults  of any other  Director or Officer or an
     employee of the Corporation;

(b)  any  loss,  damage or  expense  incurred  by the  Corporation  through  the
     insufficiency  or  deficiency  of title to any property  acquired for or on
     behalf of the Corporation;

(c)  the insufficiency or deficiency of any security in or upon which any of the
     money of the Corporation is invested;

(d)  any loss or damage arising from the  bankruptcy,  insolvency or tortious or
     criminal acts of any person with whom any of the Corporation's money is, or
     securities or other property are, deposited;

(e)  any loss occasioned by any error of judgment or oversight; or

(f)  any other loss,  damage or misfortune  which occurs in the execution of the
     duties of office or in relation to it,

unless  occasioned by the wilful neglect or default of that Director or Officer.
Nothing in this By-law relieves any Director or Officer of any liability imposed
by  the  ABCA  or  otherwise  by  law.

(2)          INDEMNITY

The  Corporation  shall  indemnify  a  Director or Officer, a former Director or
Officer  and  a  person  who  acts  or  acted  at the Corporation's request as a
director  or  officer  of  a body corporate of which the Corporation is or was a
shareholder  or  creditor  (the  "Indemnified  Parties") and the heirs and legal
representatives  of each of them, against all costs, charges and expenses, which
includes,  without  limiting  the generality of the foregoing, the fees, charges
and  disbursements  of  legal  counsel  on  an

                                       11
<PAGE>
as-between-a-solicitor-and-the-solicitor's-own-client  basis  and an amount paid
to settle an action or satisfy a judgment, reasonably incurred by an Indemnified
Party,  or  the heirs or legal representatives of an Indemnified Party, or both,
in  respect  of any action or proceeding to which any of them is made a party by
reason  of  an Indemnified Party being or having been a Director or Officer or a
director  or  officer  of  that  body  corporate,  if:

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

(b)  in the case of a criminal or  administrative  action or proceeding  that is
     enforced  by a  monetary  penalty,  the  Indemnified  Party had  reasonable
     grounds for believing that the Indemnified Party's conduct was lawful.

The  Corporation  shall  indemnify  an Indemnified Party and the heirs and legal
representatives of an Indemnified Party in any other circumstances that the ABCA
permits  or  requires.  Nothing  in  this  By-law  limits  the right of a person
entitled  to  indemnity  to  claim  indemnity  apart from the provisions of this
By-law.

(3)          INSURANCE

The  Corporation may purchase and maintain insurance for the benefit of a person
referred  to  in  subsection  (2) against the liabilities and in the amounts the
ABCA  permits  and  the  Board  approves.

                                   SECTION 9.
                                   SECURITIES

(1)          SHARES

Shares of the Corporation may be issued at the times, to the persons and for the
consideration  the  Board  determines.  No  share  may  be  issued  until  the
consideration  for  the  share  is  fully  paid  in money or in property or past
services  that  are not less in value than the fair equivalent of the money that
the  Corporation  would  have  received  if the share had been issued for money.

(2)          OPTIONS  AND  OTHER  RIGHTS  TO  ACQUIRE  SECURITIES

The  Corporation  may  issue  certificates,  warrants  or  other  evidences  of
conversion  privileges,  options  or  rights  to  acquire  securities  of  the
Corporation.  The  conditions attached to the conversion privileges, options and
rights  must  be  set out in the certificates, warrants or other evidences or in
certificates  evidencing  the  securities  to  which  the conversion privileges,
options  or  rights  are  attached.

(3)          COMMISSIONS

The  Board  may  authorize the Corporation to pay a reasonable commission to any
person in consideration of that person purchasing or agreeing to purchase shares
of  the  Corporation from the Corporation or from any other person, or procuring
or  agreeing  to  procure  purchasers  for  shares  of  the  Corporation.

                                       12
<PAGE>
(4)          SECURITIES  REGISTER

The  Corporation  shall  maintain  a securities register in which it records the
securities  issued  by it in registered form, showing with respect to each class
or  series  of  securities:

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

(b)  the number of securities held by each security holder; and

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

(5)          TRANSFER  AGENTS  AND  REGISTRARS

The  Corporation  may appoint an agent to maintain a central securities register
and  branch  securities  registers.   An  agent  may be designated as a transfer
agent  or  a  branch  transfer  agent, and a registrar, according to the agent's
function.  An  agent's appointment may be terminated at any time.  The Board may
provide  for  the  registration  or  transfer of securities by a transfer agent,
branch  transfer  agent  or  registrar.

(6)          DEALINGS  WITH  REGISTERED  HOLDERS

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 of the security, and otherwise to exercise
all  the  rights  and  powers  of  an  owner  of  the  security.

(7)          TRANSFERS  OF  SECURITIES

Securities  of  the  Corporation  may  be  transferred in the form of a transfer
endorsement  on the security certificates issued in respect of the securities of
the Corporation, or in any form of transfer endorsement which may be approved by
resolution  of  the  Board.

(8)          REGISTRATION  OF  TRANSFERS

If a security in registered form is presented for transfer, the Corporation must
register  the  transfer  if:

(a)  the  security  is endorsed by the person  specified  by the  security or by
     special  endorsement  to be  entitled to the  security  or by the  person's
     successor,  fiduciary,  survivor, attorney or authorized agent, as the case
     may be;

(b)  reasonable   assurance  is  given  that  the  endorsement  is  genuine  and
     effective;

(c)  the  Corporation  has no  duty  to  inquire  into  adverse  claims,  or has
     discharged its duty to do so;

(d)  any  applicable  law relating to the  collection of taxes has been complied
     with;

(e)  the transfer is rightful or is to a bona fide purchaser; and

(f)  the fee  prescribed  by the  Board  for a  security  certificate  issued in
     respect of a transfer has been paid.

                                       13
<PAGE>
(9)          LIEN

If the Articles provide that the Corporation has a lien on a share registered in
the  name  of a Shareholder or the Shareholder's legal representative for a debt
of  the  Shareholder  to the Corporation, and the Shareholder is indebted to the
Corporation, the Corporation may refuse to register any transfer of the holder's
shares  pending  enforcement  of  the  lien.

(10)          SECURITY  CERTIFICATES

Security  certificates  and  acknowledgements  of  a  security holder's right to
obtain  a  security  certificate  must  be  in  a  form  the  Board  approves by
resolution.  A  security  certificate must be signed by at least one Director or
Officer.  Unless  the  Board  otherwise  determines,  security  certificates
representing  securities  in  respect of which a transfer agent or registrar has
been  appointed  are  not  valid  unless  countersigned  by  or on behalf of the
transfer  agent  or  registrar.  Any  signature  may  be  printed  or  otherwise
mechanically  reproduced  on  a security certificate.  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 Officer, and the security certificate is as valid
as  if  the  person  were  a  Director  or  Officer  at  the  date  of  issue.

(11)          ENTITLEMENT  TO  A  SECURITY  CERTIFICATE

A  security  holder is entitled at the holder's option to a security certificate
or to a non-transferable written acknowledgement of the holder's right to obtain
a  security certificate from the Corporation in respect of the securities of the
Corporation  held  by  that  holder.

(12)          SECURITIES  HELD  JOINTLY

The  Corporation  is not required to issue more than one security certificate in
respect  of  securities  held  jointly  by  several  persons.  Delivery  of  a
certificate  to  one of the joint holders is sufficient delivery to all of them.
Any  one  of  the  joint holders may give effectual receipts for the certificate
issued  in  respect  of  the  securities  or  for any dividend, bonus, return of
capital  or  other money payable or warrant issuable in respect of the security.

(13)          REPLACEMENT  OF  SECURITY  CERTIFICATES

The  Board  or  an  Officer  or  agent designated by the Board may in its or the
Officer's  or  agent's discretion direct the issue of a new security certificate
in  place of a certificate that has been lost, destroyed or wrongfully taken.  A
new  security  certificate may be issued only on payment of a reasonable fee and
on  any terms as to indemnity, reimbursement of expenses and evidence of loss of
title  as  the  Board  may  prescribe.

(14)          FRACTIONAL  SHARES

The  Corporation  may issue a certificate for a fractional share or may issue in
its place scrip certificates in bearer form that entitle the holder to receive a
certificate for a full share by exchanging scrip certificates aggregating a full
share.  The  Directors may attach conditions to any scrip certificates issued by
the  Corporation,  including  conditions  that:

(a)  the scrip  certificates  become void if they are not  exchanged for a share
     certificate representing a full share before a specified date; and


                                       14
<PAGE>
(b)  any  shares  for which  those  scrip  certificates  are  exchangeable  may,
     notwithstanding  any pre-emptive right, be issued by the Corporation to any
     person and the proceeds of those shares distributed rateably to the holders
     of the scrip certificates.

                                   SECTION 10.
                            MEETINGS OF SHAREHOLDERS

(1)          ANNUAL  MEETING  OF  SHAREHOLDERS

The  Board must call an annual meeting of Shareholders to be held not later than
18 months after the Corporation comes into existence and subsequently, not later
than  15  months  after  holding  the  last preceding annual meeting.  An annual
meeting  is  to be held for the purposes of considering the financial statements
and auditor's report, electing Directors, appointing an  auditor and transacting
any  other  business  that  may  properly  be  brought  before  the  meeting.

(2)          SPECIAL  MEETINGS  OF  SHAREHOLDERS

The  Board  may  at  any  time  call  a  special  meeting  of  Shareholders.

(3)          SPECIAL  BUSINESS

All  business  transacted  at a special meeting of Shareholders and all business
transacted  at  an  annual  meeting of Shareholders, except consideration of the
financial  statements  and  auditor's  report,  election  of  Directors  and
reappointment  of  the  incumbent  auditor,  is  deemed  to be special business.

(4)          PLACE  AND  TIME  OF  MEETINGS

Meetings  of  shareholders  may be held at such place in Alberta, Dallas, Texas;
Houston,  Texas; New York, New York;, Los Angeles, California, Phoenix, Arizona,
New Orleans, Louisiana or Toronto, Ontario as the Board shall determine, at such
time  and  date  as  the  Board  shall  determine.

(5)          NOTICE  OF  MEETINGS

Notice  of the time and place of a meeting of Shareholders must be sent not less
than  21  days  and  not  more  than  50  days  before  the  meeting  to:

(a)  each Shareholder entitled to vote at the meeting;

(b)  each Director; and

(c)  the auditor of the Corporation.

                                       15
<PAGE>
Notice  of  a  meeting of Shareholders called for the purpose of transacting any
business  other  than  consideration  of  the financial statements and auditor's
report,  election  of  Directors and reappointment of the incumbent auditor must
state the nature of the business to be transacted in sufficient detail to permit
a  Shareholder  to  form a reasoned judgment on that business and must state the
text  of  any  special  resolution  to  be  submitted  to  the  meeting.

(6)          NOTICE  OF  ADJOURNED  MEETINGS

With  the  consent of the Shareholders present at a meeting of Shareholders, the
chairperson  may  adjourn  that  meeting  to another fixed time and place.  If a
meeting  of Shareholders is adjourned for less than 30 days, it is not necessary
to  give  notice  of the adjourned meeting, other than by verbal announcement at
the  time  of the adjournment.  If a meeting of Shareholders is adjourned by one
or  more  adjournments  for  an  aggregate  of  30  days  or more, notice of the
adjourned  meeting  must  be  given  as for the original meeting.  The adjourned
meeting  may  proceed  with the business to have been transacted at the original
meeting,  even  though  a  quorum  is  not  present  at  the  adjourned meeting.

(7)          WAIVER  OF  NOTICE

A  Shareholder and any other person entitled to attend a meeting of Shareholders
may  waive  in  any manner notice of a meeting of Shareholders.  Attendance of a
Shareholder  or  other person at a meeting of Shareholders is a waiver of notice
of  the meeting, except when the Shareholder or other person attends the meeting
for  the  express purpose of objecting to the transaction of any business on the
grounds  that  the  meeting  is  not  lawfully  called.

(8)          SHAREHOLDER  LIST

The  Corporation  must prepare a list of Shareholders entitled to receive notice
of  a  meeting  of  Shareholders, arranged in alphabetical order and showing the
number  of  shares  held  by  each  Shareholder,

(a)  if a Record Date is fixed, not later than 10 days after that date; or

(b)  if no Record Date is fixed,

     i)   at the close of business on the day  immediately  preceding the day on
          which the notice is given, or

     ii)  if no notice is given, on the day on which the meeting is held.

A  Shareholder  may  examine  the  list  of  Shareholders:

(c)  during usual business hours at the registered  office of the Corporation or
     at the place where its central securities register is maintained; and

(d)  at the meeting of Shareholders for which the list was prepared.

(9)          PERSONS  ENTITLED  TO  VOTE

A  person  named  in a list of Shareholders is entitled to vote the shares shown
opposite  the  person's name at the meeting to which the list relates, except to
the  extent  that:

                                       16
<PAGE>
(a)  i) if a Record Date is fixed, the person transfers  ownership of any of the
     person's shares after the Record Date, or

     ii)  if no Record Date is fixed, the person  transfers  ownership of any of
          the person's  shares after the date on which the list of  Shareholders
          is prepared; and

(b)  the transferee of those shares

     i)   produces properly endorsed share certificates, or

     ii)  otherwise establishes ownership of the shares,

and  demands,  not  later than 10 days before the meeting, that the transferee's
name  be  included  in  the  list  before  the  meeting,

in  which  case  the  transferee  is  entitled  to  vote  the  shares.

(10)          CHAIRPERSON  OF  MEETINGS

The  chairperson  of  any  meeting of Shareholders is the first mentioned of the
following  Officers  (if  appointed)  who is present at the meeting:  President,
Chairperson  of  the  Board  or  Managing  Director.  If  none  of the foregoing
Officers  are  present,  the  Shareholders  present  and entitled to vote at the
meeting  may  choose  a  chairperson  from  among  those  individuals  present.

(11)          SCRUTINEER

If  desired,  one  or  more  scrutineers,  who  need not be Shareholders, may be
appointed by resolution or by the chairperson of the meeting with the consent of
the  meeting.

(12)          PROCEDURE  AT  MEETINGS

The  chairperson of any meeting of Shareholders shall conduct the proceedings at
the  meeting in all respects.  The chairperson's decision on any matter or thing
relating  to  procedure,  including,  without  limiting  the  generality  of the
foregoing,  any  question  regarding  the validity of any instrument of proxy or
other  evidence  of  authority  to  vote,  is  conclusive  and  binding upon the
Shareholders.

(13)          PERSONS  ENTITLED  TO  BE  PRESENT

The  only  persons  entitled  to  be  present  at a meeting of Shareholders are:

(a)  the Shareholders entitled to vote at the meeting;

(b)  the Directors;

                                       17
<PAGE>
(c)  the auditor of the Corporation; and

(d)  any others who,  although  not  entitled to vote,  are entitled or required
     under any provision of the ABCA, any unanimous shareholder  agreement,  the
     Articles or the 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.

(14)          QUORUM

A quorum of Shareholders is present at a meeting of Shareholders if at least two
individuals  are  present,  each of whom is entitled to vote at the meeting, and
who  hold  or  represent by proxy in the aggregate not less than 5% of the total
number  of shares entitled to be voted at the meeting.  If any share entitled to
be  voted  at  a meeting of Shareholders is held by two or more persons jointly,
the  persons  or those of them who attend the meeting of Shareholders constitute
only  one  Shareholder  for  the  purpose  of  determining  whether  a quorum of
Shareholders  is  present.

(15)          LOSS  OF  QUORUM

If  a  quorum  is  present  at  the  opening  of  a meeting of Shareholders, the
Shareholders  present  or  represented by proxy may proceed with the business of
the  meeting,  even  if  a  quorum  is not present throughout the meeting.  If a
quorum  is  not  present  at  the  opening  of  a  meeting  of Shareholders, the
Shareholders  present or represented by proxy may adjourn the meeting to a fixed
time  and  place  but  may  not  transact  any  other  business.

(16)          PROXY  HOLDERS  AND  REPRESENTATIVES

A  Shareholder  entitled  to vote at a meeting of Shareholders may by means of a
proxy  appoint  a  proxy holder and one or more alternate proxy holders, who are
not  required to be Shareholders, to attend and act at the meeting in the manner
and  to  the  extent authorized by the proxy and with the authority conferred by
the  proxy.  A proxy must be executed by the Shareholder or by the Shareholder's
attorney authorized in writing and be in the form prescribed by the Regulations.
A  proxy  is  valid  only  at the meeting in respect of which it is given or any
adjournment  of  that  meeting.

A  Shareholder that is a body corporate or association may, by resolution of its
directors  or  governing  body,  authorize  an  individual  to represent it at a
meeting  of  Shareholders.  That  individual's  authority  may be established by
depositing  with  the  Corporation  prior  to  the commencement of the meeting a
certified  copy  of  the  resolution  passed  by  the Shareholder's directors or
governing  body  or  other  evidence  of  the individual's authority to vote.  A
resolution  or  other evidence of authority to vote is valid only at the meeting
in  respect  of  which  it  is  given  or  any  adjournment  of  that  meeting.

(17)          TIME  FOR  DEPOSIT  OF  PROXIES

The  Board  may specify in a notice calling a meeting of Shareholders a time not
exceeding  48  hours, excluding Saturdays and holidays, preceding the meeting or
an  adjournment  of  the  meeting before which proxies to be used at the meeting
must  be  deposited  with  the  Corporation  or  its agent.   If no time for the
deposit  of  proxies  has  been  specified  in  a  notice  calling  a meeting of
Shareholders,  a  proxy  to  be  used  at the meeting must be deposited with the
Secretary  of  the  Corporation  or  the chairperson of the meeting prior to the
commencement  of  the  meeting.

                                       18
<PAGE>
(18)          REVOCATION  OF  PROXIES

A  Shareholder  may  revoke  a  proxy:

(a)  by depositing an instrument in writing  executed by the  Shareholder  or by
     the Shareholder's attorney authorized in writing:

     i)   at the  registered  office  of the  Corporation  at any time up to and
          including the last  business day preceding the day of the meeting,  or
          an adjournment of that meeting, at which the proxy is to be used, or

     ii)  with the  chairperson  of the  meeting on the day of the meeting or an
          adjournment of the meeting; or

(b)  in any other manner permitted by law.

(19)          JOINT  SHAREHOLDERS

If  two  or  more persons hold shares jointly, one of those holders present at a
meeting  of Shareholders may, in the absence of the others, vote the shares.  If
two  or  more of those persons are present in person or by proxy, they must vote
as  one  on  the  shares  jointly  held  by  them.

(20)          DECISION  ON  QUESTIONS

At every meeting of Shareholders all questions proposed for the consideration of
Shareholders must be decided by the majority of votes, unless otherwise required
by  the  ABCA  or  the  Articles.  In  the  case  of  an  equality of votes, the
chairperson of the meeting does not, either on a show of hands or verbal poll or
on  a  ballot, have a casting vote in addition to the vote or votes to which the
chairperson  may  be  entitled  as  a  Shareholder  or  proxy  holder.

(21)          VOTING  BY  SHOW  OF  HANDS

Subject  to  subsection  (22),  voting at a meeting of Shareholders must be by a
show  of hands of those present in person or represented by proxy or by a verbal
poll  of  those  present by telephone or other communication facilities.  When a
vote  by  show  of  hands  has  been taken upon a question, a declaration by the
chairperson  of  the  meeting  that  the  vote  has  been  carried, carried by a
particular  majority  or  not carried, an entry to that effect in the minutes of
the  meeting  is  conclusive evidence of the fact without proof of the number of
votes  recorded  in  favour  of or against any resolution or other proceeding in
respect  of  the  question.

(22)          VOTING  BY  BALLOT

If  a  ballot  is required by the chairperson of the meeting or is demanded by a
Shareholder  or  proxy  holder entitled to vote at the meeting, either before or
after  any  vote  by  show of hands or verbal poll, voting must be by ballot.  A
demand for a ballot may be withdrawn at any time before the ballot is taken.  If
a  ballot is taken on a question, a prior vote on that question by show of hands
or  verbal  poll  has  no  effect.

(23)          NUMBER  OF  VOTES

At  every  meeting  a  Shareholder  present in person or represented by proxy or
present  by telephone or other communication facilities and entitled to vote has
one  vote  for  each  share  held.

                                       19
<PAGE>
(24)          MEETING  BY  TELEPHONE

Any  person  described  in  subsection  (13)  may  participate  in  a meeting of
Shareholders by means of telephone or other communication facilities that permit
all  persons  participating  in  the  meeting to hear each other.  A Shareholder
participating  in  a  meeting  by  means  of  telephone  or  other communication
facilities  is  deemed  to  be  present  at  the  meeting.

(25)          RESOLUTION  IN  LIEU  OF  MEETING

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 Shareholders.  A resolution in writing takes effect on the date it
is  expressed  to  be  effective.

A  resolution in writing may be signed in one or more counterparts, all of which
together  constitute the same resolution.  A counterpart signed by a Shareholder
and  transmitted  by facsimile or other device capable of transmitting a printed
message  is  as  valid  as  an  originally  signed  counterpart.


                                   SECTION 11.
                                     NOTICES

(1)          METHOD  OF  NOTICE

A  notice or document required to be sent to a Shareholder, Director, Officer or
auditor  of  the  Corporation  may  be  given  by  personal  delivery,  prepaid
transmitted or recorded communication or prepaid mail addressed to the recipient
at  the  recipient's  Recorded  Address.  A  notice or document sent by personal
delivery  is  deemed  to  be  given  when it is actually delivered.  A notice or
document  sent  by  means  of  prepaid  transmitted or recorded communication is
deemed to be given when dispatched or delivered to the appropriate communication
company or agency or its representative for dispatch.  A notice or document sent
by  mail  is  deemed  to be given when deposited at a post office or in a public
letter  box.

(2)          NOTICE  TO  JOINT  SHAREHOLDERS

If two or more persons are registered as joint holders of any share, a notice or
document  may  be  sent or delivered to all of them, but notice given to any one
joint  Shareholder  is  sufficient  notice  to  the  others.

(3)          NOTICE  TO  SUCCESSORS

Every  person  who, by operation of law, transfer, death of a Shareholder or any
other  means  becomes entitled to any share, is bound by every notice in respect
of the share which is sent or delivered to the Shareholder prior to the person's
name  and  address  being  entered  in the Corporation's securities register and
prior  to the person furnishing proof of authority or evidence of entitlement as
prescribed  by  the  ABCA.  This subsection applies whether the notice was given
before  or after the event which resulted in the person becoming entitled to the
share.

(4)          NON-RECEIPT  OF  NOTICES

                                       20
<PAGE>
If  a  notice or document is sent to a Shareholder, Director, Officer or auditor
of  the Corporation in accordance with subsection (1) and the notice or document
is  returned  on three consecutive occasions, the Corporation is not required to
give any further notice or documents to the person until that person informs the
Corporation  in  writing  of  the  person's  new  address.

(5)          FAILURE  TO  GIVE  NOTICE

The  accidental  failure to give a notice to a Shareholder, Director, Officer or
auditor  of  the  Corporation,  the  non-receipt  of  a  notice  by the intended
recipient  or  any  error  in  a  notice  not  affecting  its substance does not
invalidate  any  action  taken  at  the  meeting  to  which  the notice relates.

(6)          EXECUTION  OF  NOTICES

Unless  otherwise provided, the signature of any person designated by resolution
of  the  Board  to sign a notice or document on behalf of the Corporation may be
written,  stamped,  typewritten  or  printed.

     MADE  by  the  Directors  as  evidenced  by  the signature of the following
Director  effective  January  20,  1995.


                                   /s/  Wade  Cherwayko
                                        ---------------
                                        WADE  G.  CHERWAYKO


     CONFIRMED  by  the  Shareholders  as  evidenced  by  the  signature  of the
following  Shareholder  effective  January  20,  1995.


                                   /s/  Wade  Cherwayko
                                        ---------------
                                        WADE  G.  CHERWAYKO

                                       21
<PAGE>