<PAGE>   1
                                                                  EXHIBIT 3.2(a)

                                INDEX OF BY-LAWS


<TABLE>
<CAPTION>
                                          DIRECTORS         SHAREHOLDERS
BY-LAW                                    APPROVAL          CONFIRMATION
NUMBER   DESCRIPTION                      (DATE)            (DATE)
------   -----------                      ---------         ------------
<S>      <C>                              <C>               <C>
1        General by-law relating          Sept. 12, 1985    Sept. 12, 1985
         to the transaction of
         the business and affairs
         of the Corporation

         By-law Number 1 repealed         July 4, 1994      July 4, 1994
         in its entirety

2        General by-law relating          July 4, 1994      July 4, 1994
         to the transaction of
         the business and affairs
         of the Corporation

         Amendment to Article 10.11       August 24, 1995   April 30, 1997
         of By-law Number 2

</TABLE>
<PAGE>   2


                                BY-LAW NUMBER 2

                 A by-law relating generally to the transaction
                 of the business and affairs of the Corporation.
<TABLE>
<CAPTION> 
                                    CONTENTS
          
            SECTION         
            <S>                <C>
            ONE             INTERPRETATION

            TWO             ADMINISTRATION

            THREE           BORROWING AND SECURITIES

            FOUR            DIRECTORS

            FIVE            COMMITTEES

            SIX             OFFICERS

            SEVEN           PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

            EIGHT           SHARES

            NINE            DIVIDENDS AND RIGHTS

            TEN             MEETINGS OF SHAREHOLDERS

            ELEVEN          DIVISIONS AND DEPARTMENTS

            TWELVE          INFORMATION AVAILABLE TO SHAREHOLDERS

            THIRTEEN        NOTICES

            FOURTEEN        EFFECTIVE DATE (AND REPEAL)
</TABLE>

     BE IT ENACTED as a by-law of VENTURE SEISMIC LTD. (hereinafter called the
"Corporation") as follows:

<PAGE>   3

                                     - 2 -

                                  SECTION ONE

                                 INTERPRETATION

1.01 DEFINITIONS.  In the by-laws and all resolutions of the Corporation,
unless the context otherwise requires:

     (a)  "Act" means the Business Corporations Act (Alberta), and any statute
          that may be substituted therefor, as from time to time amended;

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

     (c)  "articles" means the original or restated articles of incorporation,
          articles of amendment, articles of amalgamation, articles of
          continuance, articles of reorgani- zation, articles of arrangement,
          articles of dissolution, articles of revival and includes an 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 and effect;

     (f)  "Corporation" means a body corporate incorporated or continued under
          the Act and not discontinued under the Act;

     (g)  "meeting of shareholders" means an annual meeting of shareholders and
          a special meeting of shareholders;

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

     (i)  "ordinary resolution" means a resolution

          (i)  passed by a majority of the votes cast by the shareholders who
               voted in respect of that resolution, or

          (ii) signed by all the shareholders entitled to vote on that
               resolution;

     (j)  "recorded address" means, in the case of a shareholder, his address as
          recorded in the Securities Register of the Corporation; and, in the
          case of joint shareholders, the address appearing in the Securities
          Register of the Corporation in respect of such joint holding or the
          first address so appearing if there are more than one; and, in the
          case of a director, officer, auditor or member of a committee of the
          board, his latest address as recorded in the records of the
          Corporation;

     (k)  "resident Canadian" means an individual who is


<PAGE>   4

                                     - 3 -


          (i)  a Canadian citizen ordinarily resident in Canada,

          (ii) a Canadian citizen not ordinarily resident in Canada who is a
               member of a prescribed class of persons, or

          (iii)a permanent resident within the meaning of the Immigration Act,
               1976 (Canada) and ordinarily resident in Canada, except a
               permanent resident who has been ordinarily resident in Canada for
               more than 1 year after the time at which he first became eligible
               to apply for Canadian citizenship;

     (l)  "signing officer" means, in relation to any instrument, any person
          authorized to sign the same on behalf of the Corporation by Clause
          2.04 or by a resolution passed pursuant thereto;

     (m)  "special business" means 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, fixing the number of directors for the following
          year, election of directors and reappointment of the incumbent
          auditor;

     (n)  "special meeting of shareholders" means a meeting, other than an
          annual meeting, of shareholders entitled to vote at an annual meeting
          of shareholders, and includes a meeting of any class or classes of
          shareholders acting separately from any other class or classes of
          shareholders;

     (o)  "special resolution" means a resolution passed by a majority of not
          less than 2/3 of the votes cast by the shareholders who voted in
          respect of that resolution or signed by all the shareholders entitled
          to vote on that resolution;

     (p)  "unanimous shareholder agreement" means

          (i)  a written agreement to which all the shareholders of a
               corporation are or are deemed to be parties, whether or not any
               other person is also a party, or

          (ii) a written declaration by a person who is the beneficial owner of
               all the issued shares of a corporation, that provides for any of
               the matters enumerated in section 140(1) of the Act.

     Save as aforesaid, words and expressions defined in the Act have the same
meanings when used herein; and words importing the singular number include the
plural and vice versa; words importing gender include the masculine, feminine
and neuter genders; and words importing persons include individuals, bodies
corporate, partnerships, trusts and unincorporated organizations.

<PAGE>   5

                                     - 4 -

                                  SECTION TWO

                                 ADMINISTRATION

2.01      REGISTERED OFFICE, RECORDS OFFICE AND ADDRESS FOR SERVICE.  Until
changed in accordance with the Act, the registered office of the Corporation,
the designated records office (if separate from the registered office) of the
Corporation and the post office box (if any) designated as the address for
service upon the Corporation by mail shall initially be at the address or
addresses in Alberta specified in the notice thereof filed with the articles and
thereafter as the board may from time to time determine.

2.02      CORPORATE SEAL.  The corporate seal of the Corporation shall be in the
form as determined by the board from time to time.

2.03      FINANCIAL YEAR.  The financial year of the Corporation shall be
determined by the board from time to time.

2.04      EXECUTION OF INSTRUMENTS.  Any officer or any 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 certifying copies of
the articles, by-laws, resolutions and minutes of meetings of the Corporation.
Subject to the foregoing:

     (a)  Deeds, transfers, assignments, contracts, obligations, and
          other instruments shall be signed on behalf of the Corporation by one
          or more persons who hold the office of director, chairman of the
          board, president, managing director, vice-president, secretary,
          treasurer, assistant secretary or assistant treasurer or any other
          office created by by-law or by resolution of the board.  When there
          is only one director and that director is the only officer of the
          Corporation, deeds, transfers, assignments, contracts, obligations
          and other instruments may be signed by that person alone, as director
          or officer, on behalf of the Corporation;

     (b)  Security certificates (including share certificates) shall be
          signed by at least one director or officer of the Corporation or by
          or on behalf of a registrar, transfer agent or branch transfer agent
          of the Corporation or by a trustee who certifies it in accordance
          with a trust indenture.  Any signatures required on a security
          certificate (including share certificates) may be printed or
          otherwise mechanically reproduced on it.

          In addition, the board may from time to time direct the person or
persons by whom any particular instrument or class of instruments may or shall
be signed.  Any signing officer or director may affix the corporate seal to any
instrument requiring the same.

2.05      BANKING ARRANGEMENTS.  The banking business of the Corporation
including, without limitation, the borrowing of money and the giving of security
therefor, shall be transacted with such banks, trust companies or other bodies
corporate or organizations as may from time to time be designated by or under
the authority of the board.  Such banking business or any

<PAGE>   6

                                     - 5 -


part thereof shall be transacted under such agreements, instructions and
delegations of powers as the board may from time to time prescribe or
authorize.

2.06      VOTING RIGHTS IN OTHER BODIES CORPORATE.  The signing officers of the
Corporation may execute and deliver proxies and arrange for the issuance of
voting certificates or other evidence of the right to exercise the voting rights
attaching to any securities held by the Corporation.  Such instruments,
certificates or other evidence shall be in favour of such person or persons as
may be determined by the officers executing such proxies or arranging for the
issuance of voting certificates or such other evidence of the right to exercise
such voting rights.  In addition, the board, or failing the board, the signing
officers of the Corporation, may from time to time direct the manner in which
and the person or persons by whom any particular voting rights or class of
voting rights may or shall be exercised.


                                 SECTION THREE

                            BORROWING AND SECURITIES

3.01      BORROWING POWER.  Without limiting the borrowing powers of the
Corporation as set forth in the Act, but subject to the articles or any
unanimous shareholders agreement, the board may from time to time on behalf of
the Corporation, without authorization of the shareholders:

     (a)  borrow money upon the credit of the Corporation in such amounts
          and on such terms as may be deemed expedient by obtaining loans or
          advances or by way of overdraft or otherwise;

     (b)  issue, reissue, sell or pledge bonds, debentures, notes or
          other evidences of indebtedness or guarantee of the Corporation,
          whether secured or unsecured for such sums and at such prices as may
          be deemed expedient;

     (c)  to the extent permitted by the Act, give a guarantee on behalf
          of the Corporation to secure performance of any present or future
          indebtedness, liability or obligation of any person;

     (d)  to charge, mortgage, hypothecate, pledge or otherwise create a
          security interest in all or any present and future property, real and
          personal, immoveable and moveable, of the Corporation, including its
          undertakings and rights, to secure any bonds, debentures, notes or
          other evidences of indebtedness or guarantee or any other
          indebtedness, liability or obligation of the Corporation, present or
          future; and

     (e)  delegate to a committee of the board, a director or an officer
          of the Corporation all or any of the powers conferred aforesaid or by
          the Act to such extent and in such manner as the directors may
          determine.

          Nothing in this section limits or restricts the borrowing of money by
the Corporation on bills of exchange or promissory notes made, drawn, accepted
or endorsed by or on behalf of the

<PAGE>   7

                                     - 6 -


Corporation.

3.02      DELEGATION.  The board may from time to time delegate to such one or
more of the directors and officers of the Corporation as may be designated by
the board all or any of the powers conferred on the board by Clause 3.01 or by
the Act to such extent and in such manner as the board shall determine at the
time of each such delegation.


                                  SECTION FOUR

                                   DIRECTORS

4.01      NUMBER OF DIRECTORS AND QUORUM.  Until changed in accordance with the
Act, the board shall consist of not fewer than the minimum number and not more
than the maximum number of directors provided in the articles.  Subject to
Clause 4.08, the quorum for the transaction of business at any meeting of the
board shall consist of a majority of the Board of Directors of the Corporation
or such greater or lesser number of directors as the board may from time to time
determine.  If a quorum is present at the opening of any meeting of directors,
the directors present may proceed with the business of the meeting
notwithstanding that a quorum is not present throughout the meeting.  If a
quorum is not present at the opening of any meeting of directors, the directors
present may adjourn the meeting to a fixed time and place but may not transact
any other business other than as provided in these By-laws or in the Act until a
quorum is present.

4.02      QUALIFICATION.  The following persons are disqualified from being a
director of the Corporation:

     (a)  anyone who is less than 18 years of age;

     (b)  anyone who

          (i)   is a dependent adult as defined in The Dependent
                Adults Act or is the subject of a certificate of incapacity
                under that Act,

          (ii)  is a formal patient as defined in The Mental Health Act,
                1972,

          (iii) is the subject of an order under The Mentally Incapacitated
                Persons Act appointing a committee of his person or estate or
                both, or

          (iv)  has been found to be a person of unsound mind by a court
                elsewhere than in Alberta;

     (c)  a person who is not an individual;

     (d)  a person who has the status of bankrupt.

          A director need not be a shareholder.  At least half of the directors
shall be resident

<PAGE>   8

                                     - 7 -


Canadians.

4.03      CONSENT TO ACT.  A person who is elected or appointed a director is
not a director unless:

     (a)  he was present at the meeting when he was elected or appointed
          and did not refuse to act as a director, or

     (b)  if he was not present at the meeting when he was elected or
          appointed, he consented to act as a director in writing before his
          election or appointment or within 10 days after it, or he has acted
          as a director pursuant to the election or appointment.

4.04      ELECTION AND TERM.  Shareholders of the Corporation shall, by ordinary
resolution at the first meeting of shareholders and at each succeeding annual
meeting at which an election of directors is required, elect directors to hold
office for a term expiring not later than the close of the annual meeting of
shareholders following the election.  At each annual meeting of shareholders,
all directors whose term of office has expired or then expires shall retire but,
if qualified, shall be eligible for re-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 his election.  Notwithstanding the foregoing,
if directors are not elected at a meeting of shareholders, the incumbent
directors continue in office until their successors are elected.  The number of
directors to be elected at any such meeting shall be the number of directors
whose term of office has expired or then expires unless the directors or the
shareholders otherwise determine.  It is not necessary that all directors
elected at a meeting of shareholders hold office for the same term. If the
articles so provide, the directors may, between annual meetings of shareholders,
appoint one or more additional directors of the Corporation to serve until the
next annual meeting of shareholders, but the number of additional directors
shall not at any time exceed one-third of the number of directors who held
office at the expiration of the last annual meeting of the Corporation.

4.05      REMOVAL OF DIRECTORS.  Subject to the Act, the shareholders may, by
ordinary resolution passed at a special meeting, remove any director from office
and the vacancy created by such removal may be filled at the meeting of the
shareholders at which the director was removed or, if not so filled, may be
filled by the directors.

4.06      CEASING TO HOLD OFFICE.  A director ceases to hold office when he
dies, when he is removed from office by the shareholders, when he ceases to be
qualified for election as a director, or when his written resignation is sent or
delivered to the Corporation, or if a time is specified in such resignation, at
the time so specified, whichever is later.  Provided always that, subject to the
Act, the shareholders of the Corporation may by ordinary resolution at a special
meeting remove any director or directors from office.

4.07      VACANCIES.  Subject to the Act, a quorum of the board may fill a
vacancy in the board. In the absence of a quorum of the board, the board shall
forthwith call a special meeting of the shareholders to fill the vacancy.  If
the board fails to call such meeting or if there are no such directors then in
office, any shareholder may call the meeting.

4.08      ACTION BY THE BOARD.  Subject to any unanimous shareholder agreement,
the

<PAGE>   9

                                     - 8 -


board shall manage the business and affairs of the Corporation.  Subject to
Clauses 4.09 and 4.10, the powers of the board may be exercised by a meeting at
which the quorum is present or by resolution in writing signed by all the
directors entitled to vote on that resolution at a meeting of the board.  Where
there is a vacancy in the board, the remaining directors may exercise all the
powers of the board so long as a quorum remains in office.  Where the
Corporation has only one director, that director may constitute a meeting.

4.09      CANADIAN REPRESENTATION.  Subject to the Act, the board shall not
transact business at a meeting, other than filling a vacancy in the board,
unless at least one-half of the directors present are resident Canadians, except
where:

     (a)  a resident Canadian director who is unable to be present
          approves in writing or by telephone or other communications
          facilities the business transacted at the meeting;  and

     (b)  the number of resident Canadian directors present at the
          meeting, together with any resident Canadian director who gives his
          approval under clause (a), totals at least half of the directors
          present at the meeting.

4.10      PARTICIPATION BY TELEPHONE.  A director may participate in a meeting
of the board or of a committee of the board by means of such telephone or other
communications facilities as permits all persons participating in the meeting to
hear each other, and a director participating in such a meeting by such means is
deemed to be present at the meeting.

4.11      PLACE OF MEETINGS.  Subject to the Articles, meetings of the board may
be held at any place in or outside Canada.

4.12      CALLING OF MEETINGS.  Meetings of the board shall be held from time to
time at such time and at such place as the board, the chairman of the board, the
managing director, the president or any two directors may determine. Provided
always that should more than one of the above named call a meeting at or for
substantially the same time there shall be held only one meeting and such
meeting shall occur at the time and place determined by, in order of priority,
the board, the chairman or the president.

4.13      NOTICE OF MEETING.  Notice of the time and place of each meeting of
the board shall be given in the manner provided in Clause 13.01 to each director
not less than forty-eight hours before the time when the meeting is to be held.
A notice of a meeting of directors need not specify the purpose of or the
business to be transacted at the meeting, except where the Act requires such
purpose or business to be specified, including any proposal to:

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

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

     (c)  issue securities;

<PAGE>   10

                                     - 9 -


     (d)  declare dividends;

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

     (f)  pay a commission for the sale of shares;

     (g)  approve a management proxy circular;

     (h)  approve any annual financial statements; or

     (i)  adopt, amend or repeal by-laws.

          A director may, in any manner, waive notice of or otherwise consent to
a meeting of the board; and attendance of a director at a meeting of directors
is a waiver of notice of the meeting, except when a director attends a meeting
for the express purpose of objecting to the transaction of business on the
grounds that the meeting is not lawfully called.

4.14      FIRST MEETING OF NEW BOARD.  Provided a quorum of directors is
present, each newly elected board may, without notice, hold its first meeting
immediately following the meeting of shareholders at which such board is
elected.

4.15      ADJOURNED MEETING.  Notice of an adjourned meeting of the board is not
required if the time and place of the adjourned meeting is announced at the
original meeting.

4.16      REGULAR MEETINGS.  The board may appoint a day or days in any month or
months for regular meetings of the board at a place and hour to be named.  A
copy of any resolution of the board fixing the place and time of such regular
meetings shall be sent to each director forthwith after being passed, but no
other notice shall be required for any such regular meeting except where the Act
requires the purpose thereof or the business to be transacted thereat to be
specified.

4.17      CHAIRMAN AND SECRETARY.  The chairman of the board, or, in his
absence, the president, or in his absence, a vice-president shall be chairman of
any meeting of the board.  If none of the said officers are present, the
directors present shall choose one of their number to be chairman.  The
secretary of the Corporation shall act as secretary at any meeting of the board,
and if the secretary of the Corporation be absent, the chairman of the meeting
shall appoint a person, who need not be a director, to act as secretary of the
meeting.

4.18      CASTING VOTES.  At all meetings of the board every question shall be
decided by a majority of the votes cast on the question.  In case of an equality
of votes the chairman of the meeting shall not be entitled to a second or
casting vote.

4.19      CONFLICT OF INTEREST.  A director or officer shall not be disqualified
by his office, or be required to vacate his office, by reason only that he is a
party to, or is a director or officer or has a material interest in any person
who is party to, a material contract or proposed material contract with the
Corporation or subsidiary thereof.  Such a director or officer shall, however,
disclose the nature and extent of his interest in the contract at the time and
in the manner

<PAGE>   11

                                     - 10 -


provided by the Act.  Any such contract or proposed contract shall be referred
to the board or shareholders for approval even if such contract is one that in
the ordinary course of the Corporation's business would not require approval by
the board or shareholders.  Subject to the provisions of the Act, a director
shall not by reason only of his office be accountable to the Corporation or to
its shareholders for any profit or gain realized from such a contract or
transaction, and such contract or transaction shall not be void or voidable by
reason only of the director's interest therein, provided that the required
declaration and disclosure of interest is properly made, the contract or
transaction is approved by the directors or shareholders, and it is fair and
reasonable to the Corporation at the time it was approved and, if required by
the Act, the director refrains from voting as a director on the contract or
transaction at the directors' meeting at which the contract is authorized or
approved by the directors, except attendance for the purpose of being counted
in the quorum.

4.20      REMUNERATION AND EXPENSES.  The directors shall be paid such
remuneration for their services as the board may from time to time determine.
The directors shall also be entitled to be reimbursed for travelling and other
expenses properly incurred by them in attending meetings of the board or any
committee thereof.  Nothing herein contained shall preclude any director from
serving the Corporation in any other capacity and receiving remuneration
therefor.


                                  SECTION FIVE

                                   COMMITTEES

5.10      COMMITTEE OF DIRECTORS.  The board may appoint a committee of
directors, however designated, or a managing director, who must be a resident
Canadian, and delegate to such committee or managing director any of the powers
of the board except those which, under the Act, a committee of directors or
managing director has no authority to exercise.  At least half of the members of
such committee shall be resident Canadians.  A committee may be comprised of one
director.

5.02      TRANSACTION OF BUSINESS.  Subject to the provisions of these by-laws
relating to participation by telephone, the powers of a committee of directors
may be exercised by a meeting at which a quorum is present or by resolution in
writing signed by all the members of such committee who would have been entitled
to vote on that resolution at a meeting of the committee.  Meetings of such
committee may be held at any place in or outside Canada and may be called by any
one member of the committee giving notice in accordance with the by-laws
governing the calling of directors' meetings.

5.03      PROCEDURE.  Unless otherwise determined herein or by the board, each
committee shall have the power to fix its quorum at not less than a majority of
its members, to elect its chairman and to regulate its procedure.



<PAGE>   12

                                     - 11 -

                                  SECTION SIX

                                    OFFICERS

6.01      APPOINTMENT OF OFFICERS. Subject to any unanimous shareholder
agreement, the board may from time to time appoint a chairman of the board, a
managing director (who shall be a resident Canadian), a president, one or more
vice-presidents, a secretary, a treasurer and such other officers as the board
may determine, including one or more assistants to any of the officers so
appointed.  The board may specify the duties of and, in accordance with this
by-law and subject to the provisions of the Act, delegate to such officers
powers to manage the business and affairs of the Corporation.  Except for a
managing director and a chairman of the board, an officer may but need not be a
director and one person may hold more than one office.  The president or such
other officer as the board may designate, shall be the chief executive officer
of the Corporation.

6.02      CHAIRMAN OF THE BOARD.  The board may from time to time appoint a
chairman of the board who shall be a director.  If appointed, the board may
assign to him any of the powers and duties that are by any provisions of this
by-law assigned to the managing director or to the president; and he shall,
subject to the provisions of the Act, have such other powers and duties as the
board may specify.  He shall preside at all meetings of the shareholders at
which he is present.  During the absence or disability of the chairman of the
board, his duties shall be performed and his powers exercised by the managing
director, if any, or by the president if there is no managing director.

6.03      MANAGING DIRECTOR.  The board may from time to time appoint a managing
director who shall be a resident Canadian and a director.  If appointed, he
shall have, subject to the authority of the board, general supervision of the
business and affairs of the Corporation; and he shall, subject to the provisions
of the Act, have such other powers and duties as the board may specify.  During
the absence or disability of the president, or if no president has been
appointed, the managing director shall also have the powers and duties of that
office.

6.04      PRESIDENT.  If appointed, the president shall, subject to the
discretion of the board, be the chief executive officer, and, subject to the
authority of the board, shall have general supervision of the business of the
Corporation; and he shall have such other powers and duties as the board may
specify. During the absence or disability of the managing director, or if no
managing director has been appointed, the president shall also have the powers
and duties of that office.

6.05      VICE-PRESIDENT.  A vice-president, if appointed, shall have such
powers and duties as the board or the chief executive officer may specify.

6.06      SECRETARY.  The secretary, if appointed, shall attend and be the
secretary of all meetings of the board, shareholders and committees of the board
and shall enter or cause to be entered in records kept for that purpose minutes
of all proceedings thereat; he shall give or cause to be given, as and when
instructed, all notices to shareholders, directors, officers, auditors and
members of committees of the board; he shall be the custodian of the stamp or
mechanical device generally used for affixing the corporate seal of the
Corporation and of all books, papers, records, documents and instruments
belonging to the Corporation, except when some other officer or agent has been
appointed for that purpose;  and he shall have such other powers and duties as
the board or

<PAGE>   13

                                     - 12 -


the chief executive officer may specify.

6.07      TREASURER.  The treasurer, if appointed, shall keep proper accounting
records in compliance with the Act and shall be responsible for the deposit of
money, the safekeeping of securities and the disbursement of the funds of the
Corporation; he shall render to the board, whenever required, an account of all
his transactions as treasurer and of the financial position of the Corporation;
and he shall have such other powers and duties as the board or the chief
executive officer may specify.

6.08      POWERS AND DUTIES OF OTHER OFFICERS.  The powers and duties of all
other officers shall be such as the terms of their engagement call for or as the
board or the chief executive officer may specify.  Any of the powers and duties
of an officer to whom an assistant has been appointed may be exercised and
performed by such assistant, unless the board or the chief executive officer
otherwise directs.

6.09      VARIATION OF POWERS AND DUTIES.  The board may from time to time and
subject to the provisions of the Act, vary, add to or limit the powers and
duties of any officer.

6.10      TERM OF OFFICE.  The board, in its discretion, may remove any officer
of the Corporation, without prejudice to such officer's rights under any
employment contract.  Otherwise each officer appointed by the board shall hold
office until his successor is appointed.

6.11      TERMS OF EMPLOYMENT AND REMUNERATION.  The terms of employment and the
remuneration of officers appointed by the board shall be settled by it from time
to time.  The fact that any officer is a director or shareholder of the
Corporation shall not disqualify him from receiving such remuneration as an
officer as may be determined.

6.12      CONFLICT OF INTEREST.  An officer shall disclose his interest in any
material contract or proposed material contract with the Corporation in
accordance with Clause 4.19.

6.13      AGENTS AND ATTORNEYS.  The board shall have power from time to time to
appoint agents or attorneys for the Corporation in or outside Canada with such
powers of management or otherwise (including the power to sub-delegate) as may
be thought fit.

6.14      FIDELITY BONDS.  The board may require such officers, employees and
agents of the Corporation as the board deems advisable to furnish bonds for the
faithful discharge of their powers and duties, in such forms and with such
surety as the board may from time to time determine.



<PAGE>   14

                                     - 13 -


                                 SECTION SEVEN

                  PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

7.01 LIMITATION OF LIABILITY.  Every director and officer of the Corporation in
exercising his powers and discharging his duties shall act honestly and in good
faith with a view to the best interests of the Corporation and exercise the
care, diligence and skill that a reasonably prudent person would exercise in
comparable circumstances.  Subject to the foregoing, no director or officer
shall be liable for the acts, receipts, neglects or defaults of any other
director or officer or employee, or for joining in any receipt or other act for
conformity, or for any loss, damage or expense happening to the Corporation
through the insufficiency or deficiency of title to any property acquired for or
on behalf of the Corporation, or for the insufficiency or deficiency of any
security in or upon which any of the moneys of the Corporation shall be
invested, or for any loss or damage arising from the bankruptcy, insolvency or
tortious acts of any person with whom any of the moneys, securities or effects
of the Corporation shall be deposited, or for any loss occasioned by any error
of judgment or oversight on his part, or for any other loss, damage or
misfortune whatsoever which shall happen in the execution of the duties of his
office or in relation thereto, unless the same are occasioned by his own wilful
neglect or default; provided that nothing herein shall relieve any director or
officer from the duty to act in accordance with the Act and the regulations
thereunder or from liability for any breach thereof.

     No act or proceeding of any director or officer or the board shall be
deemed invalid or ineffective by reason of the subsequent ascertainment of any
irregularity in regard to such act or proceeding or the qualification of such
director or officer or board.

     Directors may rely upon the accuracy of any statement or report prepared by
the Corporation's auditors, internal accountants or other responsible officials
and shall not be responsible or held liable for any loss or damage resulting
from the paying of any dividends or otherwise acting upon such statement or
report.

7.02 INDEMNITY.  Subject to the limitations contained in the Act, the
Corporation shall indemnify a director or officer, a former director or officer,
or 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 (or a person who undertakes or has undertaken any liability on behalf
of the Corporation or any such body corporate) and his heirs and legal
representatives, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by him in
respect of any civil, criminal or administrative action or proceeding to which
he is made a party by reason of being or having been a director or officer of
the Corporation or such body corporate, if:

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

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


<PAGE>   15

                                     - 14 -

7.03 INSURANCE.  Subject to the limitations contained in the Act, the
Corporation may purchase and maintain such insurance for the benefit of its
directors and officers as such against any liability incurred by him, as the
board may from time to time determine.

                                 SECTION EIGHT

                                     SHARES

8.01 ALLOTMENT AND ISSUE.  The board may, from time to time, allot, or grant
options to purchase the whole or any part of the 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 as prescribed by the Act.  Subject to the articles, no holder of any
class of share of the capital of the Corporation shall be entitled as of right
to subscribe for, purchase or receive any part of any new or additional issue of
shares of any class, whether now or hereafter authorized or any bonds,
debentures or other securities convertible into shares of any class.

8.02 COMMISSIONS.  The board may from time to time authorize the Corporation to
pay a commission to any person in consideration of his purchasing or agreeing to
purchase shares of the Corporation, whether from the Corporation or from any
other person, or procuring or agreeing to procure purchasers for any such
shares.

8.03 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.

     The Corporation shall keep the information entered in the securities
register for the period of time prescribed in the regulations to the Act.

8.04 TRANSFER AGENTS AND REGISTRARS.  The board may from time to time appoint
one or more trust companies registered under The Trust Companies Act (Alberta)
as its agent or agents to maintain the central securities register or registers,
and an agent or agents to maintain branch securities registers. Such a person
may be designated as transfer agent or registrar according to his functions and
one person may be appointed both registrar and transfer agent. The board may at
any time terminate such appointment.

8.05 REGISTRATION OF TRANSFER.  Subject to the Act, no transfer of shares shall
be registered in a securities register except upon presentation of the
certificate representing such shares with a transfer endorsed thereon or
delivered therewith duly executed by the registered

<PAGE>   16

                                     - 15 -


holder or by his attorney or successor duly appointed, together with such
reasonable assurance or evidence of signature, identification and authority to
transfer as the board may from time to time prescribe, upon payment of all
applicable taxes and any fees prescribed by the board; upon compliance with such
restrictions on transfer as are authorized by the articles and upon satisfaction
of any lien referred to in Clause 8.06.

8.06 LIEN FOR INDEBTEDNESS.  If the articles provide that the Corporation shall
have a lien on shares registered in the name of a shareholder indebted to the
Corporation, such lien may be enforced, subject to any other provision of the
articles and to any unanimous shareholder agreement, by the sale of the shares
thereby affected, or by the cancellation by the Corporation of the shares
thereby affected and the appropriate corresponding reduction of the stated
capital account for said shares, or by any other action, suit, remedy or
proceeding authorized or permitted by law or by equity and, pending such
enforcement, may refuse to register a transfer of the whole or any part of such
shares.

8.07 NON-RECOGNITION OF TRUSTS.  Subject to the provisions of the Act, the
Corporation shall treat as absolute owner of any share the person in whose name
the share is registered in the securities register as if that person had full
legal capacity and authority to exercise all rights of ownership irrespective of
any indication to the contrary through knowledge or notice or description in the
Corporation's records or on the share certificate.

8.08 SHARE CERTIFICATES.  Every holder of one or more shares of the Corporation
shall be entitled, at his option, to a share certificate, or to a
non-transferable written acknowledgement of his right to obtain a share
certificate, stating the name of the person to whom the certificate or
acknowledgment was issued, and the number and class or series of shares held by
him as shown on the securities register.  Share certificates and acknowledgments
of a shareholder's right to a share certificate, shall, subject to the Act, be
in such form as the board shall from time to time approve.  Any share
certificate shall be signed in accordance with Clause 2.04 and need not be under
the corporate seal; provided that, unless the board otherwise determines,
certificates representing shares in respect of which a transfer agent and/or
registrar has been appointed shall not be valid unless countersigned by or on
behalf of such transfer agent and/or registrar.  The signature of one of the
signing officers or, in the case of share certificates which are not valid
unless countersigned by or on behalf of a transfer agent and/or registrar, the
signatures of both signing officers may be printed or mechanically reproduced in
facsimile upon share certificates and every such facsimile signature shall for
all purposes be deemed to be the signature of the officer whose signature it
reproduces and shall be binding upon the Corporation.  A share certificate
executed as aforesaid shall be valid notwithstanding that one or both of the
officers whose facsimile signature appears thereon no longer holds office at the
date of issue of the certificate.

8.09 REPLACEMENT OF SHARE CERTIFICATES.  The board or any officer or agent
designated by the board may in its or his discretion direct the issue of a new
share certificate in lieu of and upon cancellation of a share certificate that
has been mutilated or in substitution for a share certificate claimed to have
been lost, destroyed or wrongfully taken on payment of such fee, not exceeding
the maximum amount prescribed in the regulations to the Act for a share
certificate issued in respect of a transfer, and on such terms as to indemnity,
reimbursement of expenses and evidence of loss and of title as the board may
from time to time prescribe, whether generally or in any particular case.

<PAGE>   17

                                     - 16 -


8.10 JOINT SHAREHOLDERS.  If two or more persons are registered as joint holders
of any share, the Corporation shall not be bound to issue more than one
certificate in respect thereof, and delivery of such certificate to one of such
persons shall be sufficient delivery to all of them.  Any one of such persons
may give effectual receipts for the certificates issued in respect thereof or
for any dividend, bonus, return of capital or other money payable or warrant
issuable in respect of such shares.

8.11 DECEASED SHAREHOLDERS.  In the event of the death of a holder, or one of
the joint holders, of any share, the Corporation shall not be required to make
any entry in the register of shareholders in respect thereof except on
production of all such documents as may be required by law and upon compliance
with the reasonable requirements of the Corporation and its transfer agents.


                                  SECTION NINE

                              DIVIDENDS AND RIGHTS

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

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

9.03 NON-RECEIPT OF CHEQUES.  In the event of non-receipt of any dividend cheque
by the person to whom it is sent as aforesaid, 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 and of title as
the board may from time to time prescribe, whether generally or in any
particular case.

9.04 RECORD DATE FOR DIVIDENDS AND RIGHTS.  The board may fix in advance a date,
preceding by not more than 50 days the date for the payment of any dividend or
the date for the issue of any warrant or other evidence of right to subscribe
for securities of the Corporation, as a record date for the determination of the
persons entitled to receive payment of such dividend or to receive the right to
subscribe for such securities, provided that if the Corporation is a
distributing corporation, notice of any such record date is given, not less than
7 days before such record date, in the manner provided in the Act.  Where no
record date is fixed in

<PAGE>   18

                                     - 17 -


advance as aforesaid, the record date for the determination of the persons
entitled to receive payment of any dividend or to receive the right to subscribe
for securities of the Corporation shall be at the close of business on the day
on which the resolution relating to such dividend or right to subscribe is
passed by the board.

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

                                  SECTION TEN

                            MEETINGS OF SHAREHOLDERS

10.01 ANNUAL MEETINGS.  The annual meeting of shareholders shall be held at such
time in each year and, subject to the Act and to Clause 10.04, at such place as
the board, the chairman of the board, the managing director or the president 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.

10.02 SPECIAL MEETINGS.  The board, the chairman of the board, the managing
director or the president shall have power to call a special meeting of
shareholders at any time.

10.03 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, fixing
the number of directors for the following year, election of directors and
reappointment of the incumbent auditors, is deemed to be special business.

10.04 PLACE OF MEETINGS.  Meetings of shareholders shall be held at the
registered office of the Corporation or elsewhere in the municipality in which
the registered office is situate or, if the board shall so determine, at some
other place in Alberta or, if all the shareholders entitled to vote at the
meeting so agree, at some place outside Alberta.

10.05 NOTICE OF MEETINGS.  Notice of the time and place of each meeting of
shareholders shall be given in the manner provided in Clause 13.01 not less than
21 days nor more than 50 days before the date of the meeting to each director,
to the auditor and to each shareholder who at the close of business on the
record date for notice is entered in the securities register as the holder of
one or more shares carrying the right to vote at the meeting.  Notice of a
meeting of shareholders called for any purpose other than consideration of the
financial statements and auditor's report, election of directors and
re-appointment of the incumbent auditor shall state the nature of such business
in sufficient detail to permit the shareholder to form a reasoned judgment
thereon and shall state the text of any special resolution to be submitted to
the meeting.  A shareholder may in any manner waive notice of or otherwise
consent to a meeting of shareholders.

10.06 RECORD DATE FOR NOTICE.  The board may fix in advance a date, preceding
the date of any meeting of shareholders by not more than 50 days and not less
than 21 days, as a

<PAGE>   19

                                     - 18 -


record date for the determination of the shareholders entitled to notice of the
meeting, provided that if the Corporation is a distributing corporation, notice
of any such record date shall be given not less than 7 days before such record
date in the manner provided in the Act.  If no such record date is so fixed, the
record date for the determination of the shareholders entitled to receive notice
of the meeting shall be at the close of business on the date immediately
preceding the day on which the notice is sent or, if no notice is sent, shall be
the day on which the meeting is held.

10.07 LIST OF SHAREHOLDERS ENTITLED TO NOTICE.  If the Corporation has more than
15 shareholders entitled to vote at a meeting of shareholders, the Corporation
shall prepare a list of shareholders entitled to receive notice of the meeting,
arranged in alphabetical order and showing the number of shares held by each
shareholder.  If a record date for the meeting is fixed pursuant to Clause
10.06, the shareholders listed shall be those registered at the close of
business on such record date.  If no record date is fixed, the shareholders
listed shall be those registered at the close of business on the day immediately
preceding the day on which notice of the meeting is given, or where no such
notice is given, on the day on which the meeting is held.  The list shall be
available for examination by any shareholder during usual business hours at the
records office of the Corporation or at the place where the central securities
register is maintained and at the meeting for which the list was prepared.

10.08 MEETINGS WITHOUT NOTICE.  A meeting of shareholders may be held without
notice at any time and place permitted by the Act:

     (a)  if all the shareholders entitled to vote thereat are present in person
          or represented by proxy or if those not present or represented by
          proxy, waive notice of or otherwise consent to such meeting being
          held, and

     (b)  if the auditors and the directors are present or waive notice of or
          otherwise consent to such meeting being held;

so long as such shareholders, auditors or directors present are not attending
for the express purpose of objecting to the transaction of any business on the
grounds that the meeting is not lawfully called.  At such a meeting any business
may be transacted which the Corporation at a meeting of shareholders may
transact.  If the meeting is held at a place outside Alberta, shareholders not
present or represented by proxy, but who have waived notice of or otherwise
consented to such meeting, shall also be deemed to have consented to the meeting
being held at such place.

10.09 CHAIRMAN AND SECRETARY.  The chairman of any meeting of shareholders shall
be the chairman, or in his absence, the president, or in his absence, a
vice-president who is a shareholder.  If no such officer is present within
fifteen minutes from the time fixed for holding the meeting, the persons present
and entitled to vote shall choose one of their number to be chairman. If the
secretary of the Corporation is absent, the chairman shall appoint some person,
who need not be a shareholder, to act as secretary of the meeting.

10.10 PERSONS ENTITLED TO BE PRESENT.  The only persons entitled to be present
at a meeting of shareholders shall be those entitled to vote 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

<PAGE>   20

                                     - 19 -


be admitted only on the invitation of the chairman of the meeting or with the
consent of the meeting.

10.11 QUORUM.  A quorum for the transaction of business at any meeting of
shareholders shall be at least two persons present in person, each being a
shareholder entitled to vote thereat or a duly appointed proxy or representative
for an absent shareholder so entitled and representing in the aggregate not less
than ten percent (10%) of the outstanding shares of the Corporation carrying
voting rights at the meeting.  If a quorum is present at the opening of any
meeting of shareholders, the shareholders present or represented may proceed
with the business of the meeting notwithstanding that a quorum is not present
throughout the meeting.  If a quorum is not present at the opening of any
meeting of shareholders, the shareholders present or represented may adjourn the
meeting to a fixed time and place but may not transact any other business other
than as provided in these By-laws or in the Act until a quorum is present.

10.12 RIGHT TO VOTE.  Every person named in the list referred to in Clause 10.07
shall be entitled to vote the shares shown thereon opposite his name at the
meeting to which such list relates, except to the extent that:

     (a)  where the Corporation has fixed a record date in respect of such
          meeting, such person has transferred any of his shares after such
          record date or, where the Corporation has not fixed a record date in
          respect of such meeting, such person has transferred any of his shares
          after the date on which such list is prepared, and

     (b)  the transferee, having produced properly endorsed certificates
          evidencing such shares or having otherwise established that he owns
          such shares, has demanded not later than 10 days before the meeting
          that his name be included in such list.

In any such excepted case, the transferee shall be entitled to vote the
transferred shares at such meeting.  If the Corporation is not required to
prepare a list under Clause 10.07, subject to the provisions of the Act and this
by-law as to proxies and representatives, at any meeting of shareholders, every
person shall be entitled to vote at the meeting who at the time is entered in
the securities register as the holder of one or more shares carrying the right
to vote at such meeting.

10.13 PROXIES AND REPRESENTATIVES.  Every shareholder entitled to vote at a
meeting of shareholders may appoint a proxyholder, or one or more alternate
proxyholders, who need not be shareholders, to attend and act at the meeting in
the manner and to the extent authorized and with the authority conferred by the
proxy.  A proxy shall be in writing executed by the shareholder or his attorney
and shall conform with the requirements of the Act.  Alternatively, every such
shareholder which is a body corporate or association may authorize, by
resolution of its directors or governing body, an individual, who need not be a
shareholder, to represent it at a meeting of shareholders and such individual
may exercise on the shareholder's behalf all the powers it could exercise if it
were an individual shareholder.  The authority of such an individual shall be
established by depositing with the Corporation a certified copy of such
resolution, or in such other manner as may be satisfactory to the secretary of
the Corporation or the chairman of the meeting.

10.14 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 or an
adjournment thereof by

<PAGE>   21

                                     - 20 -



not more than 48 hours, exclusive of non-business days, before which proxies to
be used at such meeting must be deposited.  A proxy shall be acted upon only
if, prior to the time so specified, it shall have been deposited with the
Corporation or an agent thereof specified in such notice or, if no such time is
specified in such notice, it has been received by the secretary of the
Corporation or by the chairman of the meeting or any adjournment thereof prior
to the time of voting.

10.15     JOINT SHAREHOLDERS.  If two or more persons hold shares jointly, any
one of them present in person or represented at a meeting of shareholders may,
in the absence of the other or others vote the shares; but if two or more of
those persons are present in person or represented and vote, they shall vote as
one on the shares jointly held by them.

10.16     VOTES TO GOVERN.  At any meeting of shareholders every question shall,
unless otherwise required by the articles or by-laws or by law, be determined by
the majority of the votes cast on the question.  In case of an equality of votes
either upon a show of hands or upon a poll, the chairman of the meeting shall
not be entitled to a second or casting vote.

10.17     SHOW OF HANDS.  Subject to the provisions of the Act, any question at
a meeting of shareholders shall be decided by a show of hands, unless a ballot
thereon is required or demanded as hereinafter provided.  Upon a show of hands
every person who is present and entitled to vote shall have one vote.  Whenever
a vote by a show of hands shall have been taken upon a question, unless a ballot
thereon is so required or demanded, a declaration by the chairman 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 prima facie evidence of the fact without proof of the number or
proportion of the votes recorded in favour of or against any resolution or other
proceeding in respect of the said question, and the result of the vote so taken
shall be the decision of the shareholders upon the said question.

10.18     BALLOTS.  On any question proposed for consideration at a meeting of
shareholders, any shareholder or proxyholder entitled to vote at the meeting may
require or demand a ballot, either before or on the declaration of the result of
any vote by show of hands.  A ballot so required or demanded shall be taken in
such manner as the chairman 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 which he
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 said question.

10.19     ADMISSION OR REJECTION OF A VOTE.  In case of any dispute as to the
admission or rejection of a vote, the chairman shall determine the same and such
determination made in good faith shall be final and conclusive.

10.20     ADJOURNMENT.  If a meeting of the shareholders is adjourned by one or
more adjournments for an aggregate of less than thirty days, it shall not be
necessary to give notice of the adjourned meeting, other than by announcement at
the time of an adjournment.  If a meeting of shareholders is adjourned by one or
more adjournments for an aggregate of thirty days or more, notice of the
adjourned meeting shall be given as for an original meeting.

10.21     MEETINGS BY TELEPHONE.  A shareholder or any other person entitled to

<PAGE>   22

                                     - 21 -



attend a meeting of shareholders may participate in the meeting by means of
telephone or other communication facilities that permit all persons
participating in the meeting to hear each other, and a person participating in
such a meeting by those means is deemed to be present at the meeting.

10.22     RESOLUTION IN WRITING.  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.

10.23     ONLY ONE SHAREHOLDER.  Where the Corporation has only one shareholder
or only one holder of any class or series of shares, the shareholder present in
person or by proxy constitutes a meeting.


                                 SECTION ELEVEN

                           DIVISIONS AND DEPARTMENTS

11.01     CREATION AND CONSOLIDATION OF DIVISIONS.  The board may cause the
business and operations of the Corporation or any part thereof to be divided or
to be segregated into one or more divisions upon such basis, including without
limitation, character or type of operation, geographical territory, product
manufactured or service rendered, as the board may consider appropriate in each
case.  The board may also cause the business and operations of any such division
to be further divided into sub-units and the business and operations of any such
divisions or sub-units shall be consolidated upon such basis as the board may
consider appropriate in each case.

11.02     NAME OF DIVISION.  Subject to law, any division or its sub-units may
be designated by such name as the board may from time to time determine and may
transact business, enter into contracts, sign cheques and other documents of any
kind and do all acts and things under such name.  Any such contract, cheque or
document shall be binding upon the  Corporation as if it had been entered into
or signed in the name of the Corporation.

11.03     OFFICERS OF DIVISIONS.  From time to time the board or, if authorized
by the board, the chief executive officer, may appoint one or more officers for
any division, prescribe their powers and duties and settle their terms of
employment and remuneration.  The board or, if authorized by the board, the
chief executive officer, may remove at its or his pleasure any officer so
appointed without prejudice to such officer's rights under any employment
contract.  Officers of divisions or their subunits shall not, as such, be
officers of the Corporation.


                                 SECTION TWELVE

                     INFORMATION AVAILABLE TO SHAREHOLDERS

12.01     Except as provided by the Act, no shareholder shall be entitled to
discovery of any information respecting any details or conduct of the
Corporation's business which in the opinion of the directors would be
inexpedient in the interests of the Corporation to communicate to the public.


<PAGE>   23

                                     - 22 -



12.02     The directors may, from time to time, subject to the rights conferred
by the Act, determine whether and to what extent and at what time and place and
under what circumstances or regulations the documents, books and registers and
accounting records of the Corporation or any of them shall be open to inspection
of shareholders and no shareholder shall have any right to inspect any document
or book or register or accounting records of the Corporation except as conferred
by statute or authorized by the board of directors or by a resolution of the
shareholders.


                                SECTION THIRTEEN

                                    NOTICES

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

13.02     NOTICE TO JOINT SHAREHOLDERS.  If two or more persons are registered
as joint holders of any share, any notice shall be addressed to all of such
joint holders but notice to one of such persons shall be sufficient notice to
all of them.


13.03     COMPUTATION OF TIME.  In computing the date when notice must be given
under any provision requiring a specified number of days' notice of any meeting
or other event, the date of giving the notice shall be excluded and the date of
the meeting or other event shall be included.

13.04     UNDELIVERED NOTICES.  If notices given to a shareholder pursuant to
Clause 13.01 are returned on three consecutive occasions because he cannot be
found, the Corporation shall not be required to give any further notices to such
shareholder until he informs the Corporation in writing of his new address.

13.05     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 founded thereon.

<PAGE>   24

                                     - 23 -




13.06     PERSONS ENTITLED BY DEATH OR OPERATION OF LAW.  Every person who, by
operation of law, transfer, death of a shareholder or any other means
whatsoever, shall become entitled to any share, shall be bound by every notice
in respect of such share which shall have been duly given to the shareholder
from whom he derives his title to such share prior to his name and address being
entered on the securities register (whether such notice was given before or
after the happening of the event upon which be became so entitled) and prior to
his furnishing to the Corporation the proof of authority or evidence of his
entitlement prescribed by the Act.

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


                                SECTION FOURTEEN
                                        
                          EFFECTIVE DATE (AND REPEAL)

14.01     EFFECTIVE DATE.  This by-law shall come into force when made by the
board in accordance with the Act.

14.02     REPEAL.  All previous by-laws of the Corporation are repealed as of
the coming into force of this by-law.  Such repeal shall not affect the previous
operation of any by-law so repealed or affect the validity of any act done or
right, privilege, obligation or liability acquired or incurred under, or the
validity of any contract or agreement made pursuant to, or the validity of any
articles (as defined in the Act) or predecessor charter documents of the
Corporation obtained pursuant to, any such by-law prior to its repeal.  All
officers and persons acting under any by-law so repealed shall continue to act
as if appointed under the provisions of this by-law and all resolutions of the
shareholders or the board or a committee of the board with continuing effect
passed under any repealed bylaw shall continue to be good and valid except to
the extent inconsistent with this by-law and until amended or repealed.


          MADE AND ADOPTED by the board of directors the 4th day of July, 1994.




                                  (signed) Brian W. Kozun
                                  --------------------------------------
                                  President


<PAGE>   25

                                     - 24 -





                                  (signed) Brian W. Kozun
                                  --------------------------------------
                                  Secretary


          CONFIRMED by the shareholders in accordance with the Act the 4th day
of July, 1994.




                                  (signed) Brian W. Kozun
                                  --------------------------------------
                                  Secretary








<PAGE>   26


                          AMENDMENT TO BY-LAW NUMBER 2
                                       OF

                              VENTURE SEISMIC LTD.
                              (the "Corporation")



Article 10.11 of By-law Number 2 was amended to read as follows:


        10.11  QUORUM.  A quorum for the transaction of business at any meeting
        of shareholders shall be at least two persons present in person, each
        being a shareholder entitled to vote thereat or a duly appointed proxy
        or representative for an absent shareholder so entitled and representing
        in the aggregate not less than fifty percent (50%) of the outstanding
        shares of the Corporation carrying voting rights at the meeting.  If a
        quorum is present at the opening of any meeting of shareholders, the
        shareholders present or represented may proceed with the business of the
        meeting notwithstanding that a quorum is not present throughout the
        meeting. If a quorum is not present at the opening of any meeting of
        shareholders, the shareholders present or represented may adjourn the
        meeting to a fixed time and place but may not transact any other
        business other than as provided in these By-laws or in the Act until a
        quorum is present.


MADE AND ADOPTED by the board of directors the 24th day of August, 1995.



                                  (signed) Brian W. Kozun
                                  --------------------------------------
                                  President


                                  (signed) Brian W. Kozun
                                  --------------------------------------
                                  Secretary


CONFIRMED by the shareholders the 30th day of April, 1997.



                                  (signed) Brian W. Kozun
                                  --------------------------------------
                                  Secretary