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                                                                   EXHIBIT 1.29
                            DOMAN INDUSTRIES LIMITED
                              (the "Corporation")
                             AMENDED BY-LAW NO. 1,

being a by-law relating generally to the transaction of the business and affairs
of the Corporation.


                                    CONTENTS


ARTICLE ONE                               -     INTERPRETATION

ARTICLE TWO                               -     BUSINESS OF THE CORPORATION

ARTICLE THREE                             -     BORROWING AND SECURITIES

ARTICLE FOUR                              -     DIRECTORS

ARTICLE FIVE                              -     COMMITTEES

ARTICLE SIX                               -     OFFICERS

ARTICLE SEVEN                             -     PROTECTION OF DIRECTORS,
                                                OFFICERS AND OTHERS

ARTICLE EIGHT                             -     SHARES

ARTICLE NINE                              -     DIVIDENDS AND RIGHTS

ARTICLE TEN                               -     MEETINGS OF SHAREHOLDERS

ARTICLE ELEVEN                            -     NOTICES

ARTICLE TWELVE                            -     EFFECTIVE DATE


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BE IT ENACTED as a by-law of the Corporation as follows:

                                  ARTICLE ONE
                                 INTERPRETATION

1.01              DEFINITIONS - In the by-laws of the Corporation, unless the
                  context otherwise requires:

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

                  "appoint" includes "elect" and vice versa;

                  "articles" means the articles of the Corporation as from time
                  to time amended or restated;

                  "board" means the board of directors of the Corporation;

                  "by-laws" means this by-law and all other by-laws of the
                  Corporation from time to time in force and effect;

                  "cheque" includes a draft;

                  "Corporation" means "Doman Industries Limited";

                  "meeting of shareholders" includes an annual meeting of
                  shareholders and a special meeting of shareholders;

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

                  "ordinary resolution" means a resolution passed by a majority
                  of the votes cast by the shareholders who voted in respect of
                  that resolution or signed by all of the shareholders entitled
                  to vote on that resolution;

                  "recorded address" means in the case of a shareholder his
                  address as recorded in the securities register; and in the
                  case of joint shareholders the address appearing in the
                  securities register 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 (subject to the provisions of Section
                  11.01), officer, auditor or member of a committee of the
                  board, his latest address as recorded in the records of the
                  Corporation;

                  "resident Canadian" means an individual who is:

                  (a)      a Canadian citizen ordinarily resident in Canada;

                  (b)      a Canadian citizen not ordinarily resident in Canada
                           who is a member of a class of persons prescribed in
                           the regulations to the Act, as amended from tine to
                           time; or

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

                  "signing officer" means, in relation to any instrument, any
                  person authorized to sign the same on behalf of the
                  Corporation by or pursuant to Section 2.04;

                  "special meeting of shareholders" includes a meeting of any
                  class or classes of shareholders and a special meeting of all
                  shareholders entitled to vote at an annual meeting of
                  shareholders;

                  "special resolution" means a resolution passed by a majority
                  of not less than two-thirds 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;
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                  "unanimous shareholder agreement" means a written agreement
                  among all the shareholders of the Corporation or among all
                  such shareholders and one or more persons who are not
                  shareholders or a written declaration of the beneficial owner
                  of all of the issued shares of the Corporation that restricts,
                  in whole or in part, the powers of the directors to manage, or
                  supervise the management of, the business and affairs of the
                  Corporation, as from time to time amended;

Save as aforesaid, words and expressions defined in the Act have the same
meanings when used herein. Words importing the singular number include the
plural and vice versa; words importing gender include the masculine, feminine
and neuter genders; and words importing a person include an individual,
partnership, association, body corporate, unincorporated organization, trustee,
executor, administrator and legal representative.

1.02     CONFLICT WITH UNANIMOUS SHAREHOLDER AGREEMENT - Where any provision in
the by-laws conflicts with any provision of a unanimous shareholder agreement
the provision of such unanimous shareholder agreement shall govern.

                                  ARTICLE TWO
                           BUSINESS OF THE CORPORATION

2.01     REGISTERED OFFICE - The registered office of the Corporation shall be
in the province in Canada from time to time specified in the articles and at
such address stated therein as the board may from time to time determine.

2.02     CORPORATE SEAL - The board may adopt a corporate seal of the
Corporation and may change a corporate seal that is adopted.

2.03     FINANCIAL YEAR - Until changed by the board, the financial year of the
Corporation shall end on the last day of December in each year.

2.04     EXECUTION OF INSTRUMENTS - Deeds, transfers, assignments, contracts,
obligations, certificates and other instruments may be signed on behalf of the
Corporation by two persons, one of whom holds the office of chairman of the
board, managing director, president, vice-president or director and the other of
whom holds one of the said offices or the office of secretary, treasurer,
assistant secretary or assistant treasurer or any other office created by by-law
or by resolution of the board. In addition, the board may from time to time
direct the manner in which and the person or persons by whom any particular
instrument or class of instruments may or shall be signed. Any signing officer
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 or persons as may from time to time be designated by
or under the authority of the board. Such banking business or any 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 person or persons
authorized under Section 2.04 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 said person or persons 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 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.

2.07     DIVISIONS - The board may cause the business and operations of the
Corporation or any part thereof to be divided or segregated into one or more
divisions upon such basis, including without limitation, character or type of
businesses or operations, geographical territories, product lines or goods or
services as the board may consider appropriate in each case. From time to time
the board or, if authorized by the board, the chief executive officer may
authorize, upon such basis as may be considered appropriate in each case:

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         (a)      the further division of the business and operations of any
                  such division into sub-units and consolidation of the business
                  and operations of any such divisions and sub-units;

         (b)      the designation of any such division or sub-unit by, and the
                  carrying on of the business and operations of any such
                  division or sub-unit under, a name other than the name of the
                  Corporation; provided that the Corporation shall set out its
                  name in legible characters in all contracts, invoices,
                  negotiable instruments and orders for goods or services issued
                  or made by or on behalf of the Corporation; and

         (c)      the appointment of officers for any such division or sub-unit,
                  the determination of their powers and duties, and the removal
                  of any such officer so appointed without prejudice to such
                  officer's rights under any employment contract or in law,
                  provided that any such officers shall not, as such, be
                  officers of the Corporation, unless expressly designated as
                  such.


                                 ARTICLE THREE
                            BORROWING AND SECURITIES

3.01     BORROWING POWER - Without limiting the borrowing powers of the
Corporation as set forth in the Act, 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;

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

         (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;
                  and

         (d)      charge, mortgage, hypothecate, pledge, or otherwise create a
                  security interest in all or any currently owned or
                  subsequently acquired real or personal, movable or immovable,
                  property of the Corporation, including book debts, rights,
                  powers, franchises and undertakings, to secure any such bonds,
                  debentures, notes or other evidences of indebtedness or
                  guarantee or any other present or future indebtedness,
                  liability or obligation of the Corporation.

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 Corporation.

3.02     DELEGATION - The board may from time to time delegate to a committee of
the board, one or more directors or officers of the Corporation or any other
person as may be designated by the board all or any of the powers conferred on
the board by Section 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.

                                  ARTICLE 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 for in the articles. Subject to
Section 4.08, the quorum for the transaction of business at any meeting of the
board shall consist of (a) the greater of a majority of the number of directors
then in office and the minimum number of directors required by the articles; or
(b) such greater number of directors as the board may from time to time
determine.

4.02     QUALIFICATION - No person shall be qualified for election as a director
if he is less than 18 years of age; if he is of unsound mind and has been so
found by a court in Canada or elsewhere; if he is not an individual; or if he
has the status of bankrupt. A director need not be a shareholder. At least one
quarter (25%) of the directors shall be resident Canadians, provided that, if
the Corporation has less than four directors, at least one director must be a
resident Canadian.

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4.03     ELECTION AND TERM - The election of directors shall take place at the
first meeting and thereafter at each annual meeting of shareholders and all the
directors then in office shall retire but, if qualified, shall be eligible for
re-election. The number of directors to be elected at any such meeting shall, if
a minimum and maximum number of directors is authorized, be the number of
directors then in office unless the directors or the shareholders otherwise
determine or shall, if a fixed number of directors is authorized, be such fixed
number. The election shall be by ordinary resolution. If an election of
directors is not held at the proper time, the incumbent directors shall continue
in office until their successors are elected.

4.04     REMOVAL OF DIRECTORS - Subject to the provisions of the Act, the
shareholders may by ordinary resolution passed at a special meeting of
shareholders called for such purpose remove any director from office and the
vacancy created by such removal may be filled at the same meeting, failing which
it may be filled by the board.

4.05     TERMINATION OF OFFICE - A director ceases to hold office when he dies;
he is removed from office by the shareholders; he ceases to be qualified for
election as a director; or 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.

4.06     VACANCIES - Subject to the provisions of the Act, a quorum of the board
may fill a vacancy in the board, except a vacancy resulting from an increase in
the number or minimum number of directors specified in the articles or from a
failure of the shareholders to elect the number or minimum number of directors
specified in the articles. In the absence of a quorum of the board, or if the
vacancy has arisen from a failure of the shareholders to elect the number or
minimum number of directors specified in the articles, the directors then in
office shall forthwith call a special meeting of shareholders to fill the
vacancy. If such directors fail to call such meeting or if there are no such
directors then in office, any shareholder may call the meeting.

4.07     ACTION BY THE BOARD - Subject to any unanimous shareholder agreement,
the board shall manage, or supervise the management of, the business and affairs
of the Corporation. Subject to Sections 4.08 and 4.09, the powers of the board
may be exercised by resolution passed at a meeting at which a 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.

4.08     RESIDENT CANADIAN DIRECTORS AT MEETINGS - The board shall not transact
business at a meeting, other than filling a vacancy in the board, unless at
least 25% of the directors present are resident Canadians, or, if the
Corporation has less than four directors, at least one of the directors present
is a resident Canadian, except where:

         (a)      a resident Canadian director who is unable to be present
                  approves in writing or by telephonic, electronic or other
                  communication facility, the business transacted at the
                  meeting; and

         (b)      the required number of resident Canadian directors would have
                  been present had that director been present at the meeting.

4.09     PARTICIPATION IN MEETING - If all the directors of the Corporation
consent, a director may participate in a meeting of the board or of a committee
of the board by means of such telephonic, electronic or other communication
facility that permits all participants to communicate adequately with each other
during the meeting. A director participating in such a meeting by such means is
deemed to be present at the meeting. Any such consent shall be effective whether
given before or after the meeting to which it relates and may be given with
respect to all meetings of the board and of committees of the board.

4.10     PLACE OF MEETINGS - Meetings of the board may be held at any place in
or outside Canada.

4.11     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.

4.12     NOTICE OF MEETING - Notice of the time and place of each meeting
of the board shall be given in the manner provided in Article Eleven to each
director not less than 48 hours before the time when the meeting is to be held
or such lesser time or the directors may agree at such meeting. A notice of a
meeting of directors need not specify the purpose of or the


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                                      -6-

business to be transacted at the meeting except where the Act requires such
purpose or business to be specified, including, if required by the Act, 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, or appoint additional directors;

         (c)      issue securities or issue shares in a series under the Act,
                  except in the manner and on the terms authorized by the
                  directors;

         (d)      declare dividends;

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

         (f)      pay a commission for the sale of shares of the Corporation,
                  except as authorized by the directors;

         (g)      approve a management proxy circular referred to in the Act;

         (h)      approve a take-over bid circular or directors' circular
                  referred to in the Act;

         (i)      approve any annual financial statements referred to in the
                  Act; or

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

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

4.14     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.

4.15      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.

4.16      CHAIRMAN - The chairman of any meeting of the board shall be
the first mentioned of such of the following officers as have been appointed and
who is a director and is present at the meeting unless such person declines to
so act: chairman of the board, managing director, president or a vice-president.
If no such officer is present, the directors present 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 director, to act as
secretary of the meeting.

4.17      VOTES TO GOVERN - 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.

4.18      CONFLICT OF INTEREST - A director or officer of the
Corporation who is a party to, or who is a director or officer of or has a
material interest in any person who is a party to, or an individual acting in a
similar capacity to such directors or officers who is a party to, a material
contract or material transaction, whether made or proposed, with the Corporation
shall disclose to the Corporation the nature and extent of his interest at the
time and in the manner provided by the Act and such material interest shall be
entered in the minutes of the meetings of directors or otherwise noted in the
records of the Corporation. Any such contract or transaction shall be disclosed
to the board in the manner provided by the Act even if such contract or
transaction is one that in the ordinary course of the Corporation's business
would not require approval by the board or shareholders. Such a director shall
not vote on any resolution to approve the same except as provided by the Act.

4.19     REMUNERATION AND EXPENSES - Subject to any unanimous shareholder
agreement, the directors shall be paid such remuneration for their services as
the board may from time to time determine. The directors of the Corporation
shall
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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.

                                  ARTICLE FIVE
                                   COMMITTEES

5.01    COMMITTEES OF THE BOARD - The board may appoint one or more committees
of the board, however designated, and delegate to any such committee any of the
powers of the board except those which pertain to items which, under the Act, a
Committee of the board has no authority to exercise.

5.02    TRANSACTION OF BUSINESS - Subject to the provisions of Section 4.09, the
powers of a committee of the board may be exercised by a meeting at which a
quorum is present or by resolution in writing signed by all members of such
committee who would have been entitled to vote on that resolution at a meeting
of the committee. Meetings of any such committee may be held at any place in or
outside of Canada.

5.03    ADVISORY BODIES - The board may from time to time appoint such advisory
bodies as it may deem advisable.

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

                                  ARTICLE SIX
                                   OFFICERS

6.01    APPOINTMENT - Subject to any unanimous shareholder agreement, the board
may from time to time appoint a president, one or more vice-presidents (to which
title may be added words indicating seniority or function), 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. Subject to Sections 6.02 and 6.03, an officer may but need not
be a director and one person may hold more than one office.

6.02    CHAIRMAN OF THE BOARD - The board may from time to time also 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. 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.

6.03    MANAGING DIRECTOR - The board may from time to time also appoint a
managing director who shall be a resident Canadian and a director. If appointed,
he shall be the chief executive officer and, subject to the authority of the
board, shall have 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 be the chief operating
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 shall have such powers and duties as
the board or the chief executive officer may specify.

6.06    SECRETARY - The secretary shall enter or cause to be entered minutes of
all proceedings of all meetings of the board, shareholders and committees of the
board in records kept for that purpose; 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
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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 the chief executive officer may specify.

6.07    TREASURER - The treasurer shall keep or cause to be kept 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 or cause to be rendered 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, or until his earlier resignation.

6.11    TERMS OF EMPLOYMENT AND REMUNERATION - The terms of employment and the
remuneration of an officer appointed by the board shall be settled by it from
time to time.

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 Section 4.18.

6.13    AGENTS AND ATTORNEYS - Subject to the provisions of the Act, the
Corporation, by or under the authority of 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, administration 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 form and with such surety
as the board may from time to time determine.

                                 ARTICLE 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,
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 monies 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 monies, 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 whatever
which shall happen in the execution of the duties of his office or in relation
thereto; 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.

7.02    INDEMNITY - Subject to the limitations contained in the Act, the
Corporation shall indemnify a director or officer of the Corporation, a former
director or officer of the Corporation, or another individual who acts or acted
at the

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Corporation's request as a director or officer, or an individual acting
in a similar capacity, of another entity, against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by the individual in respect of any civil, criminal,
administrative, investigative or other proceeding in which the individual is
involved because of that association with the Corporation or other entity, only
if:

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

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

The Corporation shall advance moneys to a director, officer or other individual
for the costs, charges and expenses of such proceedings. The individual shall
repay the advanced moneys if the individual does not fulfill the conditions of
subsections 7.02 (a) and (b). The Corporation shall also indemnify such person
in such other circumstances as the Act permits or requires. Nothing in this
by-law shall limit the right of any person entitled to indemnity to claim
indemnity apart from the provisions of this by-law.

7.03    INSURANCE - Subject to the Act, the Corporation may purchase and
maintain insurance for the benefit of any person referred to in Section 7.02
against such liabilities and in such amounts as the board may from time to time
determine and as are permitted by the Act.

                                 ARTICLE EIGHT
                                     SHARES

8.01    ALLOTMENT OF SHARES - Subject to the Act, the articles and any unanimous
shareholder agreement, 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 provided by the Act.

8.02    COMMISSIONS - The board may from time to time authorize the Corporation
to pay a reasonable 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    REGISTRATION OF A SHARE TRANSFER - Subject to the provisions of the
Act, no transfer of a share in respect of which a certificate has been issued
shall be registered in a securities register except upon presentation of the
certificate representing such share with an endorsement which complies with the
Act made thereon or delivered therewith duly executed by an appropriate person
as provided by the Act, together with such reasonable assurance that the
endorsement is genuine and effective as the board may from time to time
prescribe, upon payment of all applicable taxes and any reasonable fee, not to
exceed $3, prescribed by the board, upon compliance with such restrictions on
transfer as are authorized by the articles.

8.04    TRANSFER AGENTS AND REGISTRARS - The board may from time to time
appoint one or more agents to maintain, in respect of each class of securities
of the Corporation issued by it in registered form, a central securities
register and one or more branch securities registers. Such a person may be
designated as transfer agent or registrar according to his functions and one
person may be designated both registrar and transfer agent. The board may at any
time terminate such appointment.

8.05    NON-RECOGNITION OF TRUSTS - Subject to the provisions of the Act, the
Corporation may 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.

8.06    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 certificate of acknowledgement of his right to obtain a
share certificate, stating the number and class or series of shares held by him
as shown on the securities register. Such certificates and certificates of
acknowledgement of a shareholder's right to a share certificate, respectively,
shall be in such form as the board may from time to time approve. Any share
certificate shall be signed in accordance with Section 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

<PAGE>
                                      -10-


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 a certificate which
is not valid unless countersigned by or on behalf of a transfer agent and/or
registrar, and in the case of a certificate which does not require manual
signature under the Act, the signatures of both signing officers, may be printed
or mechanically reproduced in facsimile thereon. 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 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.

8.07    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 or other such certificate in lieu of and upon cancellation of a
certificate that has been mutilated or in substitution for a certificate claimed
to have been lost, destroyed or wrongfully taken on payment of such reasonable
fee, not to exceed $3, 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.

8.08    JOINT HOLDERS - 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 certificate issued in respect thereof or for any
dividend, bonus, return of capital or other money payable or warrant issuable in
respect of such share.

8.09    DECEASED SHAREHOLDERS - In the event of the death of a holder, or of
one of the joint holders, of any share, the Corporation shall not be required to
make any entry in the securities register in respect thereof or to make any
dividend or other payments in respect thereof, except upon 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.

                                  ARTICLE 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 money 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 of 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 60 days the date for the payment of any
dividend or the date for the issue of any warrant or other evidence of the 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
exercise the right to subscribe for such securities; and notice of any such
record date shall be given not less than 7 days before such record date in the
manner provided for by the Act. If no record date is so priced, the record date
for the determination of the persons entitled to receive payment of any dividend
or to exercise 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 6 years
from the date on which the same has been declared to be payable shall be
forfeited and shall revert to the Corporation.

<PAGE>
                                      -11-


                                  ARTICLE 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 Section 10.03, 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 an auditor, 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   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 Canada. A meeting of shareholders may be held
at a place outside of Canada as specified in the articles or at such place
agreed to by all shareholders who are entitled to vote at the meeting.

10.04   NOTICE OF MEETINGS - Notice of the time and place of each meeting of
shareholders shall be given in the manner provided in Article Eleven not less
than 21 nor more than 60 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
reappointment 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 and any other person entitled to attend a meeting of
shareholders may in any manner waive notice of or otherwise consent to a meeting
of shareholders.

10.05   LIST OF SHAREHOLDERS ENTITLED TO NOTICE - The Corporation shall prepare
an alphabetical list of its shareholders entitled to receive notice of a
meeting, showing the number of shares held by each shareholder, as follows:

         (a)      if a record date is fixed pursuant to Section 10.08 relating
                  to those entitled to receive notice, not later than ten days
                  after that date; or

         (b)      if no record date is fixed, at the close of business on the
                  day immediately preceding the day on which the notice is given
                  or, if no notice is given, the day on which the meeting is
                  held.

10.06   VOTING LIST - If a record date for voting is fixed pursuant to Section
10.08, the Corporation shall prepare, no later than ten days after the record
date, an alphabetical list of shareholders entitled to vote as of the record
date at a meeting of shareholders that shows the number of shares held by each
shareholder. If a record date for voting is not fixed, the Corporation shall
prepare, no later than ten days after a record date is fixed for those entitled
to notice of a meeting of shareholders or such other date established pursuant
to Section 10.08, an alphabetical list of shareholders who are entitled to vote
as of the record date that shows the number of shares held by each shareholder.

10.07   EXAMINATION OF LIST - The list of shareholders prepared pursuant to
Section 10.05 or Section 10.06 shall be available for examination by any
shareholder during usual business hours at the registered 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. Where a separate list of
shareholders has not been prepared, the names of persons appearing in the
securities register at the requisite time as the holder of one or more shares
carrying the right to vote at such meeting shall be deemed to be a list of
shareholders.

10.08   RECORD DATE FOR NOTICE OR VOTING - The board may fix in
advance a date, preceding the date of any meeting of shareholders by not more
than 60 days and not less than 21 days, as a record date for the determination
of the shareholders entitled to vote at or to receive notice of the meeting, and
notice of any such record date shall be given not less than 7 days before such
record date, by newspaper advertisement in the manner provided in the Act. If no
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 day immediately preceding the day on which the notice is given
or, if no notice is given, the day on which the meeting is held.

<PAGE>
                                      -12-


10.09   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 Canada, 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.

10.10   CHAIRMAN, SECRETARY AND SCRUTINEERS - The chairman of any meeting of
shareholders shall be the first mentioned of such of the following officers as
have been appointed and who is present at the meeting: managing director,
president, chairman of the board, or a vice-president who is a shareholder. If
no such officer is present within 15 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. If desired, one or more scrutineers, who need not be
shareholders, may be appointed by a resolution or by the chairman with the
consent of the meeting.

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

10.12   QUORUM - Subject to the Act, a quorum for the transaction of
business at any meeting of shareholders shall be one or more individuals present
in person, each being a shareholder entitled to vote thereat or a duly appointed
proxyholder or representative for an absent shareholder so entitled, and holding
or representing by proxy not less than 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
by proxy 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
by proxy may adjourn the meeting to a fixed time and place but may not transact
any other business.

10.13   RIGHT TO VOTE - Subject to the provisions of the Act as to authorized
representatives of any other body corporate or association, at any meeting of
shareholders for which the Corporation has prepared the list referred to in
Section 10.06, every person who is named in such list shall be entitled to vote
the shares shown thereon opposite his name at the meeting to which such list
relates.

10.14   PROXYHOLDERS AND REPRESENTATIVES - Every shareholder entitled to vote
at a meeting of shareholders may appoint a proxyholder, or one or more alternate
proxyholders, other than the person designated in the relevant form of proxy,
who need not be shareholders, to attend and act as his representative 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 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. Any such representative need not be a shareholder.

10.15   TIME FOR DEPOSIT OF PROXIES - The board may specify in a notice
calling a meeting of shareholders a time, preceding the time of such meeting by
not more than 48 hours exclusive of non-business days, before which time proxies
to be used at such meeting must be deposited. 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
having been 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.
<PAGE>
                                      -13-


10.16   JOINT SHAREHOLDERS - If two or more persons hold shares jointly, any one
of them present in person or duly represented by proxy 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 by proxy and
vote, they shall vote as one the shares jointly held by them.

10.17   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
a 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.

10.18   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 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.

10.19   BALLOTS - On any question proposed for consideration at a meeting of
shareholders, and whether or not a show of hands has been taken thereon, the
chairman or any person who is present and entitled to vote, whether as
shareholder or proxyholder, on such question at the meeting may demand a ballot.
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.

10.20   ADJOURNMENT - The chairman at a meeting of shareholders may, with the
consent of the meeting and subject to such conditions as the meeting may decide,
adjourn the meeting from time to time and place to place. If a meeting of
shareholders is adjourned for less than 30 days, it shall not be necessary to
give notice of the adjourned meeting other than by announcement at the earliest
meeting that it is adjourned. Subject to the Act, if a meeting of shareholders
is adjourned by one or more adjournments for an aggregate of 30 days or more,
notice of the adjourned meeting shall be given as for an original meeting.

10.21   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 unless a
written statement with respect to the subject matter of the resolution is
submitted by a director or the auditor in accordance with the Act.

10.22   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 duly represented by proxy constitutes a meeting.

                                 ARTICLE ELEVEN
                                     NOTICES

11.01 METHOD OF GIVING NOTICES - Any notice or document to be given pursuant to
the Act, the regulations thereunder, the articles or the by-laws to a
shareholder or director of the Corporation may be sent by prepaid mail addressed
to, or may be delivered personally to the shareholder at his latest address as
shown in the records of the Corporation or its transfer agent and the director
at his latest address as shown on the records of the Corporation or in the last
notice of directors or notice of change of directors filed under the Act. A
notice or document sent in accordance with the foregoing to a shareholder or
director of the Corporation shall be deemed to be received by him at the time it
would be delivered in the ordinary course of mail unless there are reasonable
grounds for believing that the shareholder or director did not receive the
notice or document at the time or at all. 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. The foregoing shall not


<PAGE>
                                    -14-



be construed so as to limit the manner or effect of giving notice by any other
means of communication otherwise permitted by law.

11.02   NOTICE TO JOINT HOLDERS - 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 addressed to one of such persons shall be sufficient notice to all of
them.

11.03   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.

11.04   UNDELIVERED NOTICES - If the Corporation sends a notice or document to a
shareholder pursuant to Section 11.01 and the notice or document is returned on
two consecutive occasions because the shareholder cannot be found, the
Corporation shall not be required to send any further notices or documents to
such shareholder until such shareholder informs the Corporation in writing of
such shareholder's new address.

11.05   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.

11.06   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 he became so entitled) and prior to
his furnishing to the Corporation the proof of authority or evidence of his
entitlement prescribed by the Act.

11.07   WAIVER OF NOTICE - Any shareholder, proxyholder, other person entitled
to attend a meeting of shareholders, 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, whether given before or after the meeting or other event
of which notice is required to be given, 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 or of a committee of the board which may be given in any manner.

                                 ARTICLE TWELVE
                                 EFFECTIVE DATE

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

12.02   REPEAL - All previous by-laws of the Corporation which are inconsistent
herewith 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 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 by-law shall continue good and valid except to the
extent inconsistent with this by-law and until amended or repealed.