EXHIBIT 1.2
















                         BELL CANADA INTERNATIONAL INC.


                                    BY-LAWS AND
                           ADMINISTRATIVE RESOLUTION





<PAGE>

                         BELL CANADA INTERNATIONAL INC.




                                  BY-LAW NO. 1


                         A BY-LAW TO REGULATE GENERALLY
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                   THE BUSINESS AND AFFAIRS OF THE CORPORATION
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                                    PREAMBLE

INTERPRETATION - Where the context requires, words importing the singular
include the plural and vice versa and words importing gender include the
masculine, feminine and neuter genders.



                                     PART 1


                                  SHAREHOLDERS

Section 1.01   Meetings - Subject to the laws governing the  Corporation,
               --------
               meetings of  shareholders of the  Corporation  may be held at
               such  place  and at  such  time as the  directors,  the
               Chairman of the Board or the President shall determine.

Section 1.02   Notice of  Meetings  - Notice of the time and place of a meeting
               -------------------
                of  shareholders  shall be sent  not  less  than 21 days  nor
               more  than 50 days  before  the  meeting  to each shareholder
               entitled to vote at the  meeting,  to each  director and to the
               auditors of the  Corporation.  Where there is more than one
               person  registered as a  shareholder  in respect of any share or
               shares,  such notice may be given to  whichever  of such persons
               is named first in the  securities  register of the  Corporation
               and any notice so given shall be  sufficient  notice  to all of
               them.  In the  event  that it is  impossible  or impracticable
               for any reason  whatsoever  to give notice as otherwise
               permitted  under the laws  governing  the  Corporation,  notice
               may be given by  advertisement  published once in a  newspaper
               in such  cities or places as the  directors  may from time to
               time determine.
<PAGE>

Section 1.03   Quorum - Except as otherwise  provided in the Articles of the
               ------
               Corporation,  the holders present in person or by proxy of not
               less  than 25% of the  outstanding  shares of the Corporation
               entitled  to be voted at a meeting of shareholders shall
               constitute a quorum.

Section 1.04   Presiding Officer - The Chairman of the Board, or in his absence,
               -----------------
               the President,  or in his absence,  any other officer who is a
               director,  or in his absence,  any Vice-President who is a
               shareholder, shall  preside at any  meeting of the shareholders.
               If all of the foregoing officers are absent, the persons
               present and entitled to vote at said  meeting  shall  choose
               one of their  number to act as chairman of the meeting.

Section 1.05   Procedure at Meetings - The chairman of any meeting of
               ---------------------
               shareholders shall conduct the meeting and shall determine the
               procedure  thereof in all  respects.  His decision on all
               matters or things, including but without in any way limiting the
               generality of the foregoing, any question regarding the validity
               or invalidity of any instruments of proxy, shall be conclusive
               and binding upon the meeting.

Section 1.06   Persons  Entitled  to be  Present - The only  persons  entitled
               ---------------------------------
               to attend a meeting  of shareholders  shall be those entitled to
               vote thereat,  the directors,  the auditors and others who,
               although  not entitled to vote,  are entitled or required under
               the laws governing  the Corporation or the Articles of the
               Corporation to be present at the meeting.  Any  other  person
               may be admitted by permission of the chairman of the meeting or
               with the consent of the meeting.

Section 1.07   Scrutineers  - The  chairman of a meeting of  shareholders  may,
               -----------
               or if a ballot is to be taken shall, appoint one or more persons,
               who need not be shareholders, to act as scrutineers at any such
               meeting.

Section 1.08   Voting  - Voting at any meeting of shareholders shall be by a
               ------
               show of hands  except where, either before or after any vote by
               show of hands, a ballot is required by the chairman of the
               meeting or is demanded  by any person  present and entitled to
               vote at the  meeting.  A requirement or a demand for a ballot
               may be withdrawn at any time prior to the  taking  of the ballot.
               Any  ballot shall be taken in such manner and either at once or
               after adjournment, as the chairman of the meeting shall direct.
               Unless otherwise  required by law or by the Articles of the
               Corporation, a majority of the votes cast shall be sufficient
               for all purposes and shall be the decision of the meeting. A
               declaration  by the chairman of any meeting that a vote taken
               upon a question has been carried or carried unanimously or by a
               particular majority, or lost or not carried by a particular
               majority, shall be conclusive evidence of the fact. In case of
               an equality of votes either upon a show of hands or upon a
               ballot, the chairman of the meeting shall be entitled to a
               casting vote in addition to the vote or votes to which he is
               entitled as a shareholder or proxyholder.  Where there is more
               than one person registered as a shareholder in respect of any
               share or shares and if more than one of such persons be present
               at any meeting in person or by proxy, that one of the said
               persons so present whose name stands first in the securities
               register of the Corporation in respect of such share or shares
               shall alone be entitled to vote in respect thereof.
<PAGE>

Section 1.09   Dividends  -  A dividend  payable in cash may 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 sent by prepaid
               ordinary mail or delivered to such registered  holder at his
               address as recorded in the securities register of the
               Corporation, unless such holder has otherwise directed.  In
               the case of joint holders the cheque shall, unless such joint
               holders have otherwise directed, be made payable to the order of
               all such joint holders and if more than one address is recorded
               in the securities register of the Corporation in respect of such
               joint  holding,  the  cheque shall be mailed or delivered to the
               first address so recorded. The mailing or delivery of such
               cheque as aforesaid, unless the same is not paid on due
               presentation, shall satisfy and discharge all liability for the
               dividends to the extent of the sum represented thereby plus the
               amount of any tax, levy or duty which the Corporation was
               required to and did withhold.  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 upon such terms as
               to indemnity, reimbursement of expenses and evidence of
               non-receipt as the directors or any officer or agent designated
               by them may from time to time prescribe, whether generally or
               in any particular case.

Section 1.10   Addresses of  Shareholders  - Every shareholder shall furnish to
               --------------------------
               the Corporation an address to which all notices and documents
               intended for the shareholder shall be sent.  If the shareholder
               fails to furnish such an address, the Corporate Secretary may
               insert or cause to be inserted in the records of the Corporation,
               such address as may be considered to be the most likely to
               result in the notice or document reaching the shareholder. The
               Corporate Secretary may change or cause to be changed the
               address of any shareholder in accordance with any information
               believed by him to be reliable.

<PAGE>


                                     PART 2


                                    DIRECTORS

Section 2.01   Election and Term of Office - The directors shall be elected at
               ---------------------------
               each annual meeting of shareholders to hold office until the
               next annual meeting or until their respective successors are
               elected.

Section 2.02   Time, Place and Notice of Meetings - As soon as may be
               -------------------------------------
               practicable  after the annual meeting of shareholders in each
               year, a meeting of such of the newly elected  directors as are
               then present may be held, without notice, provided that they
               shall constitute a quorum, for the appointment of officers of
               the Corporation and the transaction of such other business as
               may come before the meeting.

               Subject to the provisions of any resolution of the
               directors, (1) meetings of the directors may be
               called at any time by or by order of the Chairman of
               the Board, the President, any other officer who is a
               director or any two directors and (2) notice of the
               time and place of each meeting of the directors shall
               be delivered, mailed, or communicated by telephone,
               facsimile transmission or any other facilities to
               each director at his latest address as shown in the
               records of the Corporation at least 24 hours,
               excluding weekends and holidays as defined by the
               Interpretation Act (R.S.Q., c. I-16), before the time
               fixed for the meeting, save that no notice shall be
               necessary if all the directors are present or if,
               either before or after the meeting is held, those
               absent waive notice.
<PAGE>

Section 2.03   Quorum and Voting - The directors may, from time to time,
               -----------------
               fix by resolution the quorum for meetings of the directors but
               unless so fixed three directors  shall constitute a quorum.
               At any meeting of the directors, any question shall be decided
               by a majority of the  votes cast and, in the case of an equality
               of votes, the chairman of the meeting shall be entitled to a
               second or casting vote.

Section 2.04   Presiding  Officer - Subject to the provisions of any resolution
               ------------------
               of the directors,  the Chairman of the Board, or in his absence,
               the President or in the absence of all of them, any other
               officer who is a director, or in the absence also of any such
               officer, such director as the meeting shall select, shall act as
               chairman of the meeting.

Section 2.05   Number of Directors - Subject to the provisions of the Articles
               --------------------
               of the Corporation, the number of directors shall be as
               determined from time to time by resolution of the directors.

Section 2.06   Meetings by Telephone - Where all the directors present at or
               -----------------------
               participating in the meeting have consented thereto, any
               director may participate in a meeting of the board by means of
               conference telephone, electronic or other communication
               facilities as permit all persons participating in the meeting
               to hear each other and a director participating in such a
               meeting by such means is deemed for the purposes of the Canada
               Business Corporations Act and these by-laws to be present at the
               meeting.  If a majority of the directors  participating in such
               a meeting are then in Canada, the meeting shall be deemed to
               have been held in Canada.


                                     PART 3


                             EXECUTION OF DOCUMENTS

Section 3.01   Execution of Documents - The directors  may from time to time
               ----------------------
               determine the officers or other persons by whom any documents of
               the Corporation shall be executed and the manner of execution
               thereof, including the use of facsimile reproduction of any or
               all signatures and the use of the corporate seal or a facsimile
               reproduction thereof.
<PAGE>


                                     PART 4


                                 EFFECTIVE DATE

Section 4.01   Effective Date - This by-law shall have effect from its enactment
               --------------
               on September 4, 1997.


        N.B.   Should a conflict of  interpretation  arise between the English
               and French version of the By-Law No. 1, then the English version
               shall prevail.

               Enacted September 4, 1997.
               Witness the signatures of the President and the
               Secretary of the Corporation.


               (s) Derek H. Burney
               -------------------------------------
               Derek H. Burney
               President


               (s) Martine Turcotte
               -------------------------------------
               Martine Turcotte
               Corporate Secretary
<PAGE>

                         BELL CANADA INTERNATIONAL INC.


ADMINISTRATIVE RESOLUTION adopted by the Board of Directors of Bell Canada
International Inc. (the "Corporation") on September 4, 1997, as amended on
May 4, 1999, October 20, 1999, March 7, 2000, May 1, 2002, January 24, 2003
and May 1, 2003
--------------------------------------------------------------------------------

Section 1.     Seal - The seal which is in the form shown
               immediately below be and it is hereby adopted as the
               corporate seal of the Corporation.














Section 2.     Officers - The Officers of the Corporation and
               their respective titles, powers and duties shall be as
               follows:

Section 2.01   Enumeration of Officers - The Officers of the Corporation shall
               -----------------------
               be the Chairman of the Board, the Vice-Chairman of the Board,
               the Chief Executive Officer, the Senior, Group or Executive,
               Vice-President(s), the Comptroller and any other person
               designated an Officer by a resolution of the Directors.
               The same person may hold more than one office.

               Except for those who have to be appointed, as provided
               in Section 2.02 of this Administrative Resolution, all
               Officers of the Corporation shall hold office until
               their successors are appointed subject always to
               resignation or to removal as provided in Section 2.06
               of this Administrative Resolution.
<PAGE>


Section 2.02   Chairman of the Board, Vice-Chairman of the Board and Chief
               ------------------------------------------------------------
               Executive Officer - The Directors shall from time to time appoint
               -----------------
               from among themselves a Chairman of the Board who may but need
               not be the Chief Executive Officer, a Vice-Chairman of the Board
               and a Chief Executive Officer.

Section 2.03   Powers and Duties - The Chairman of the Board, the Vice-Chairman
               -----------------
               of the Board and the Chief Executive Officer shall have the
               powers and duties conferred upon each of them respectively by
               the by-laws of the Corporation and such other powers and duties
               as the Directors may from time to time determine.

               Except where otherwise provided, during the absence or
               inability to act of the Chairman of the Board, his
               duties shall be performed and his powers shall be
               exercised by the Vice-Chairman of the Board, or in the
               absence or inability to act of the latter by any other
               Officer who is a Director or in the absence or
               inability to act of any such other Officer by such
               other person or persons as the Directors may at any
               time and from time to time for that purpose appoint,
               provided, however, that no person shall have the
               authority to approve the matters vested in the
               Chairman of the Board under the Schedule of
               Authorities of the Corporation unless the Directors
               have nominated a person as an Interim or Acting
               Chairman and have granted him specifically such duties
               and powers. Any such appointment may be general in
               scope or may be limited to the duties and powers
               therein mentioned.

               Except where otherwise provided, during the absence or
               inability to act of the Vice-Chairman of the Board,
               his duties shall be performed and his powers shall be
               exercised by any other Officer who is a Director or in
               the absence or inability to act of any such other
               Officer by such other person or persons as the
               Directors may at any time and from time to time for
               that purpose appoint, provided, however, that no
               person shall have the authority to approve the matters
               vested in the Vice-Chairman of the Board under the
               Schedule of Authorities of the Corporation unless the
               Directors have nominated a person as an Interim or
               Acting Vice-Chairman and have granted him specifically
               such duties and powers. Any such appointment may be
               general in scope or may be limited to the duties and
               powers therein mentioned.

Section 2.04   Executive Vice-Presidents, Group Vice-Presidents, Senior
               -----------------------------------------------------------------
               Vice-Presidents and Vice-Presidents - The Directors may from
               -----------------------------------
               time to time appoint one or more Executive Vice-Presidents, one
               or more Group Vice-Presidents, one or more Senior Vice-Presidents
               and one or more Vice-Presidents any or more of whom may have the
               title of Vice-President coupled with a functional or other
               designation, all or any of whom may but need not be members of
               the Board of Directors, and wherever the words "the
               Vice-President" or "a Vice-President" appear in any of the
               by-laws or Administrative Resolution of the Corporation they
               shall have reference to and mean an Executive Vice-President, a
               Group Vice-President, a Senior Vice-President or a Vice-President
               appointed as aforesaid.
<PAGE>

               Such Vice-Presidents shall perform such duties as
               shall from time to time be prescribed by the by-laws
               of the Corporation, by the Directors, by the Chairman
               of the Board or by the Vice-Chairman of the Board.

Section 2.05   Comptroller - The Directors may from time to time appoint a
               -----------
               Comptroller who shall keep or cause to be kept proper accounting
               records as required by the Canada Business Corporations Act
               (the "CBCA") and any other applicable laws or regulations.  The
               Comptroller's duties shall include the establishment and
               maintenance of proper and adequate systems of internal controls
               and such other duties as may from time to time be prescribed by
               the Directors, the Chairman of the Board or the Vice-Chairman of
               the Board.

Section 2.06   Removal - The Directors, by an affirmative vote
               of the majority of the Board, may remove any or all of
               the Officers and may appoint others in their place or
               places.
<PAGE>


Section 3      Corporate Secretary and Assistant Corporate Secretaries - The
               -------------------------------------------------------
               Directors shall from time to time as may be required appoint a
               Corporate Secretary whose duty it shall be to attend meetings of
               the Shareholders and of Directors, to keep minutes of their
               proceedings and to make a proper record thereof in a book or
               books to be kept for that purpose.  The Corporate Secretary shall
               attend to the giving and service of all noticesrequired to be
               given by the Corporation.  The Corporate Secretary shall keep and
               have charge of all books, registers, reports, certificates and
               other documents required by law to be kept or filed by the
               Corporation, responsibility for which has not been assigned to
               another person or other persons by the Directors, the Chairman
               of the Board or the Vice-Chairman of the Board.  The Corporate
               Secretary shall sign such contracts and other documents as
               require signature by a Corporate Secretary, and shall perform
               such other duties as appertain to the office of the Corporate
               Secretary and as shall from time to time be prescribed by the
               by-laws of the Corporation, by the Directors, the Chairman of
               the Board or the Vice-Chairman of the Board.

               With the approval of the Chairman of the Board or the
               Vice-Chairman of the Board, the Corporate Secretary may appoint
               one or more Assistant Corporate Secretaries to perform such of
               the Corporate Secretary's duties as may be definitely assigned,
               or, in the absence or inability to act of the Corporate
               Secretary all or any of the duties of the Corporate Secretary.


Section 4.     Share Certificates - Subject to law, and unless
               otherwise authorized by the Directors, certificates
               for shares or other equity securities of the
               Corporation shall be issued in accordance with the
               following rules and procedures:

               (a)  The certificates shall be in such form or forms as
               the Directors may from time to time approve;

               (b)  The certificates shall be signed by the Chairman
               of the Board, the Vice-Chairman of the Board, the
               Chief Executive Officer, a Vice-President or a
               Director, and by any one of a Director, the Corporate
               Secretary or any other person appointed by the
               Directors to sign for the Corporate Secretary;

               (c)  Certificates shall also be countersigned by a
               Transfer Clerk or by the Transfer Agent and registered
               by the Registrar;
<PAGE>

               (d)  The signatures of such Directors, Officers, the
               Corporate Secretary or any other person appointed by
               the Directors to sign for the Corporate Secretary, and
               of the Transfer Clerk, Transfer Agent, or Registrar
               may be mechanically reproduced in facsimile on
               certificates, and when so reproduced shall be valid
               and binding upon the Corporation notwithstanding that
               the persons whose signatures are so reproduced may not
               hold office at the time the certificates are issued,
               provided that at least one of the persons by whom the
               certificates are to be signed as provided in
               paragraphs (b) and (c) of this Section 4 shall sign
               the same manually; and

               (e)  It shall not be necessary to affix the corporate
               seal of the Corporation to any share certificate.

Section 5.     Execution of Documents - Documents of the Corporation shall be
               ----------------------
               executed as hereinafter provided, unless otherwise prescribed by
               the Schedule of Authorities of the Corporation or unless
               otherwise authorized by the Directors under a resolution of the
               Board of Directors.  Authority to execute a document does not
               include the authority to approve the transaction reflected in
               such document. Approval authority is vested in the appropriate
               officials designated under the Schedule of Authorities of the
               Corporation or under a specific resolution of the Board of
               Directors.

               (a)  All promissory notes, bonds, debentures, or
               securities issued by the Corporation shall be signed
               by the Chairman of the Board, the Vice-Chairman of the
               Board, the Chief Executive Officer, a Vice-President
               or a Director, and by the Corporate Secretary, the
               Treasurer, an Assistant Corporate Secretary or an
               Assistant Treasurer. Interest coupons appertaining to
               such bonds or debentures shall be signed by the
               Treasurer, Corporate Secretary or an Assistant
               Treasurer. If authorized by resolution of the
               Directors, the signature of the Chairman of the Board,
               the Vice-Chairman of the Board, the Chief Executive
               Officer or of a Vice-President and of the Corporate
               Secretary or an Assistant Corporate Secretary on any
               bonds, debentures or securities issued by the
               Corporation and the signature of the Treasurer,
               Corporate Secretary or an Assistant Treasurer on any
               coupons appertaining thereto may be mechanically
               reproduced in facsimile. Such signatures shall for all
               purposes be deemed to be the signatures of the
               Officers or persons aforesaid and any bonds,
               debentures, securities or coupons so signed and issued
               shall be binding upon the Corporation notwithstanding
               that any person whose signature may have been so
               mechanically reproduced does not hold such office, or
               any other office in the Corporation, at the date when
               such bond, debenture, security or coupon is issued or
               presented for payment;
<PAGE>

               (b)  All transfers or assignments of shares of stock,
               bonds or other securities held by the Corporation
               shall be signed by a Director or an Officer;

               (c)  All cheques or similar instruments drawn on the
               funds of the Corporation shall be signed as directed
               by the Board or Directors;

               (d)  All cheques or similar instruments payable to the
               order of the Corporation shall be endorsed "for
               deposit only" and deposited to the credit of the
               Corporation in the financial institution or financial
               institutions designated by the Directors, such
               endorsement to be made by or under the authority of a
               Director or an Officer;

               (e)  All other documents requiring the signature of the
               Corporation, including without limitation
               undertakings, conveyances, deeds of sale, bills of
               sale, contracts, statutory declarations and
               discharges, shall be signed by a Director or an
               Officer. The Directors shall have power from time to
               time by resolution to appoint any Officer or Officers
               or any person or persons to sign on behalf of the
               Corporation such documents generally or specific
               documents or classes of documents; and

               (f)  The seal of the Corporation may, when required, be
               affixed by or at the direction of the Corporate
               Secretary or an Assistant Corporate Secretary to any
               of the documents referred to in Sections 5 and 6.

Section 6.     Shares And Securities In Other Bodies Corporate

               (a)  All shares or other securities held from time to
               time by the Corporation and carrying voting rights in
               any other body corporate may be voted at any and all
               meetings of shareholders, bondholders, debenture
               holders or holders of other securities, as the case
               may be, of such other body corporate by or under the
               authority of the Chairman of the Board, the
               Vice-Chairman of the Board, the Chief Executive
               Officer or any other Officer who is also a Director or
               as the Directors may from time to time authorize;

               (b)  The duly authorized signing Officers of the
               Corporation referred to in Section 5(e) may from time
               to time for such purpose execute and deliver for and
               on behalf of the Corporation such proxies and/or other
               evidence of the right of such designated person or
               persons to vote as may be required, and such document
               or documents so executed shall be conclusive evidence
               of such appointment; and
<PAGE>


               (c)  The duly authorized signing Officers of the
               Corporation referred to in Section 5(e) may from time
               to time execute resolutions in writing on behalf of
               the Corporation in respect of shares held by the
               Corporation in any other body corporate.

Section 7.     Financial Year - The financial year of the Corporation shall be
               --------------
               the calendar year.

Section 8.     Committees of Directors

               (a)  Until such time as otherwise determined by the Directors,
                    the Committees of Directors and their respective duties and
                    responsibilities shall be as follows:

               (i)  Audit Committee

                    The Audit Committee shall perform the functions customarily
                    performed by audit committees as set out in detail in the
                    Audit Committee Charter approved by the Board of Directors.

               (ii) Corporate Governance Committee

                    The Corporate Governance Committee will perform the
                    functions customarily performed by nominating committees,
                    compensation committees, corporate governance committees
                    and pension fund policy committees. Among its duties are
                    the following:

                    Directors' nomination and compensation:

                    o    to consider and recommend for approval by the Board of
                         Directors, candidates for election or appointment
                         to the Board of Directors;

                    o    to conduct an annual review of the Directors'
                         remuneration for Board and Committee service in
                         relation to current norms, and to recommend any change
                         for Board approval;
<PAGE>

                    Management Performance and Compensation;
                    Succession Planning:

                    o    to recommend for approval by the Board of Directors the
                         appointment of the Chief Executive Officer and to
                         review with the Chief Executive Officer management's
                         assessment of existing management resources and plans
                         for ensuring that qualified personnel will be available
                         as required for succession to Officer and other
                         management ranks, and to report on this matter to the
                         Board of Directors at least once each year;

                    o    to assess annually the performance of the Chief
                         Executive Officer against specific performance
                         criteria; to review with the said Officer the annual
                         performance assessments of all other Officers, and to
                         report annually to the Board of Directors on all of the
                         foregoing;

                    o    to oversee the Corporation's executive compensation
                         policy and to specifically consider and recommend
                         annually for approval by the Board of Directors all
                         forms of compensation for the Chief Executive Officer
                         and all other Officers;

                    o    to review with the Chief Executive Officer, with
                         respect to the Officers' group, any proposed change
                         in organization or personnel or in the Corporation's
                         pension and benefit plans, and to recommend for
                         approval any change requiring Board action;

                    Corporate Governance:

                    o    to report to the Board of Directors annually on matters
                         of corporate governance, including standards of
                         performance for Directors and ongoing assessment.


               (b)  The Committees of Directors shall be governed by the
                    following provisions and rules and regulations:

                    (i)  Members -  Each Committee of Directors shall consist
                         of such number of Directors, being not less than three
                         nor more than five, as the Board of Directors may from
                         time to time by resolution determine provided that
                         (i) none of the members of the Audit Committee shall
                         be an employee of the Corporation, (ii) at least one
                         member of the Audit Committee shall be considered a
                         "financial expert" within the meaning of applicable
                         legislation, and (iii) none of the members of the
                         Corporate Governance Committee shall be an employee of
                         the Corporation.
<PAGE>


                    (ii) Term - The Chairman and the members of each Committee
                         shall be appointed by resolution of the Board of
                         Directors to hold office from the time of their
                         appointment until the next annual general meeting of
                         the shareholders or until their successors are so
                         appointed.

                    (iii)Procedure for Meetings - Each Committee shall fix its
                         own procedure at meetings and for the calling of
                         meetings.

                    (iv) Quorum and Voting -  Unless otherwise determined from
                         time to time by resolution of the Board of Directors,
                         two Committee members, one of which shall be the
                         Committee Chairman, shall constitute a quorum for the
                         transaction of business at a Committee meeting.  The
                         Chairman of the Board or the Vice-Chairman of the
                         Board may however authorize the Committee Chairman to
                         be replaced by another Committee member for any
                         Committee meeting(s) at which the regular Committee
                         Chairman is absent.  At a Committee meeting, any
                         question shall be decided by a majority of the votes
                         cast by Committee members, except where only two
                         Committee members are present, in which case any
                         question shall be decided unanimously.

                    (v)  Secretary - Unless otherwise determined by resolution
                         of the Board of Directors, the Corporate Secretary or
                         Assistant Corporate Secretary of the Corporation shall
                         be the Secretary of each Committee.

                    (vi) Removal - The Board of Directors may at any time, with
                         or without a motive, remove any member of a Committee.

                    (vii)Vacancies - Vacancies at any time occurring in a
                         Committee shall be filled by resolution of the Board
                         of Directors.

<PAGE>

                    (viii)Records - Each Committee shall keep such records as
                         it may deem necessary of its proceedings and shall
                         from time to time report its activities and
                         recommendations to the Board of Directors as
                         appropriate.

Section 9.     Indemnification of Directors and Officers - Subject to the
               -----------------------------------------
               limitations contained in the CBCA but without limit to the right
               of the Corporation to indemnify any person under the CBCA or
               otherwise, 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, and his heirs and legal representatives against all
               costs, charges and expenses, including an amount paid to settle
               an action or satisfy a judgement, 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 of such
               body corporate, if (a) he acted honestly and in good faith with
               a view to the best interest 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.

Section 10.    Interpretation - Where the context requires, words importing the
               --------------
               singular include the plural and vice versa and words importing
               gender include the masculine, feminine and neuter genders.


               N.B. Should a conflict of interpretation arise between the
                    English and French versions of the Administrative
                    Resolution, then the English version shall prevail.