CONSOLTEX INC.
                                 BY-LAW


A  by-law  relating generally to the regulation of the affairs of CONSOLTEX
INC.

BE IT ENACTED  AND  IT  IS  HEREBY ENACTED as by-law Number 1A of CONSOLTEX
INC. (hereinafter called the "Corporation") as follows:

                                DEFINITIONS

1.   In this by-law and all other  by-laws  of  the Corporation, unless the
      context otherwise specifies or requires:

(a)  "Act" means the Business Corporations Act, Statutes  of New Brunswick,
	1981, c. B-9.1, as from time to time amended, and every statute that
      may Be substituted  therefor  and, in the case of such amendment or
 	substitution, any reference in the by- laws of the Corporation shall
      be Read as referring to the amended or substituted provisions therefor;

(b)  "articles" means the  articles,  as  from time to time amended, of the
	Corporation;

(c)  "by-law" means any by-law of the Corporation  from  time  to  time  in
	force and effect;

(d)  "director"  means  an individual occupying the position of director of
	the Corporation and "directors",  "board of directors" and "board"
      includes a single director;

(e)  "unanimous shareholder agreement"  means  an agreement as described in
	subsection 99(2) of the Act or a declaration of  a shareholder
      described
 	in subsection 99(3) of the Act;

(f)  	words importing the singular number only shall  include the plural and
	vice versa; words importing the masculine gender shall include the
 	feminine and  neuter genders and vice versa; words importing persons
 	shall  include bodies corporate, corporations, companies, partnerships,
	syndicates, trusts and any number or aggregate of individuals;

(g)  	the  headings  used  in any by-law are inserted for reference purposes
	only and are not to be considered  or  taken into account in construing
	the terms or provisions thereof or to be deemed  in  any way to clarify,
 	modify or explain the effect of any such terms or provisions; and

(h)  	any term contained in any by-law which is defined  in  the  Act  shall
	have the meaning given to such term in the Act.



	                       REGISTERED OFFICE

2.   	The  Corporation  may  from time to time by resolution of the board of
      directors change the location  of  the  address of the registered office
 	of the Corporation to another place within New Brunswick.

                              CORPORATE SEAL

3.   	The Corporation may have one or more  corporate  seals  which shall be
      such as the board of directors may adopt by resolution from time to time.

                                 DIRECTORS

4.   	Number and Powers.  There shall be a board of directors consisting  of
      such  fixed  number,  or minimum and maximum number, of directors as may
      be set out in the articles or as may be determined as prescribed by
      the articles,  or  failing  that,  as  specified  by  by-law.  Subject
      to  any unanimous shareholder agreement, the directors shall  manage
      the business and affairs of the Corporation and may exercise all such
      powers and  do all such acts and things as may be exercised or done by
      the Corporation and are not  by  the  Act, the articles, the by-laws,
      any special resolution of the Corporation, any  unanimous  shareholder
      agreement or by statute expressly directed or required to be done in
      some other manner.

5.   	Vacancies.  If the number of directors  is  increased,  the  resulting
      vacancies shall be filled at a meeting of shareholders duly called for
 	that purpose.  Notwithstanding the provisions of paragraph 7 of this
      by-law  and subject  to  the provisions of the Act, if a vacancy
      should otherwise occur in the board,  the  remaining  directors,
      if constituting  a  quorum, may appoint  a  qualified person to
      fill the vacancy for the remainder  of  the term.  In the  absence
      of a quorum the remaining directors shall forthwith call a meeting
      of shareholders  to  fill the vacancy pursuant to subsection 69(2)
      of the Act.  Where a vacancy or  vacancies  exist  in  the board,
      the remaining directors may exercise all of the powers of the board
      so long as a quorum remains in office.

6.   	Duties.   Every  director and officer of the Corporation in exercising
      his powers and discharging his duties shall

	(a)  	act honestly and in good faith; and

	(b)  	exercise the care,  diligence  and  skill  that  a  reasonably
            prudent person would exercise in comparable circumstances,
            in the best interests of the Corporation.

7.   	Qualification.  Every director shall be an individual nineteen (19) or
      more years of age and no one who is of unsound mind and has  been
      so found by  a  court in Canada or elsewhere or who has the status of a
  	bankrupt or who has  been convicted of an offence under the Criminal
      Code, chapter C-34 of the Revised  Statutes  of Canada, 1970, as
      amended from time to time, or the criminal law of any jurisdiction
      outside of Canada,in connection with the promotion, formation or
      management  of a corporation or involving fraud(unless three
      (3) years have elapsed since  the  expiration  of  the period
      fixed for suspension of the passing of sentence without sentencing
      or since a  fine  was  imposed,  or  unless the term of imprisonment
      and probation imposed, if any, was concluded, whichever is the
      latest, but the disability imposed hereby ceases upon a pardon
      being granted) shall be a director.

8.   	Term of Office.  A director's term of office shall be from the meeting
      at which he is elected or appointed until the annual meeting next
      following or until his successor is elected or appointed, or until,
      if earlier, he dies or resigns, or is removed or disqualified pursuant
      to the provisions of the Act.

9.   	Vacation  of  Office.   The  office  of a director shall ipso facto be
      vacated if

	(a)  	he dies;

	(b)  	by notice in writing to the Corporation he resigns his office and
  		such resignation, if not effective immediately,  becomes effective
		in accordance with its terms;

      (c) he is removed from office in accordance with section 67 of the Act;
          or

      (d) he ceases to be qualified to be a director.

10.  	Election  and  Removal.   (1)  Directors  shall   be  elected  by  the
shareholders by ordinary resolution in general meeting on  a  show of hands
unless a poll is demanded and if a poll is demanded such election  shall be
by ballot.  All the directors then in office shall cease to hold office  at
the  close  of  the  meeting  of  shareholders at which directors are to be
elected.  A director if qualified, is eligible for re-election.

(2)  	Subject to sections 65 and 67  of  the  Act,  the  shareholders of the
Corporation  may  by  ordinary resolution at a special meeting  remove  any
director before the expiration of his term of office and may, by a majority
of the votes cast at the  meeting,  elect  any  person in his stead for the
remainder of his term.

(3)  	Each shareholder entitled to vote at an election  of directors has the
right  to cast a number of votes equal to the number of votes  attached  to
the shares held by him multiplied by the number of directors to be elected,
and he may  cast  all  such  votes in favour of one candidate or distribute
them among the candidates in any manner.

(4)  	A separate vote of shareholders  shall  be  taken with respect to each
candidate nominated for director unless a resolution  is passed unanimously
permitting two (2) or more persons to be elected by a single resolution.

(5)  	If  a  shareholder  has  voted  for  more  than one candidate  without
specifying the distribution of his votes among the  candidates, he shall be
deemed to have distributed his votes equally among the  candidates for whom
he voted.

(6)  	If the number of candidates nominated for director exceeds  the number
of  positions to be filled, the candidates who receive the least number  of
votes  shall  be eliminated until the number of candidates remaining equals
the number of positions to be filled.

(7)  	A retiring  director  shall  retain  office  until  the adjournment or
termination  of the meeting at which his successor is elected  unless  such
meeting was called  for  the  purpose  of  removing  him  from  office as a
director  in  which  case  the  director  so  removed  shall  vacate office
forthwith upon the passing of the resolution for his removal.

11.  	Validity  of  Acts.   An  act  by  a  director  or  officer  is  valid
notwithstanding  an irregularity in his election or appointment or a defect
in his qualification.

                           MEETINGS OF DIRECTORS

12.  	Place of Meeting.   Subject to the articles, meetings of directors may
be held at any place within  or  outside New Brunswick as the directors may
from time to time determine or as the person convening the meeting may give
notice.  A meeting of the directors  may be convened by the chairman of the
board (if any), the president or any director  at  any time.  The secretary
shall upon direction of any of the foregoing officers or director convene a
meeting of the directors.

13.  	Notice.  (1) Notice of the time and place for the  holding of any such
meeting  shall  be  delivered,  mailed,  telegraphed,  cabled,  telexed  or
transmitted by facsimile to each director at his latest address as shown on
the records of the Corporation not less than two (2) days (exclusive of the
day on which the notice is delivered, mailed, telegraphed,  cabled, telexed
or  transmitted by facsimile but inclusive of the day for which  notice  is
given)  before  the  date  of  the  meeting,  provided that meetings of the
directors may be held at any time without notice  if all the directors have
waived notice.

(2)  	For the first meeting of the board of directors to be held immediately
following the election of directors at an annual or  special meeting of the
shareholders, no notice of such meeting need be given  to the newly elected
or  appointed  director or directors in order for the meeting  to  be  duly
constituted, provided a quorum of the directors is present.

(3)  	A notice of  a  meeting of directors shall specify any matter referred
to in subsection 73(2)  of  the Act that is to be dealt with at the meeting
but, unless a by-law otherwise  provides,  need  not  otherwise specify the
purpose of or the business to be transacted at the meeting.

14.  	Waiver  of  Notice.   Notice  of any meeting of the directors  or  any
irregularity in any meeting or in the  notice  thereof may be waived by any
director in writing or by telegram, cable, telex  or facsimile transmission
addressed to the Corporation or in any other manner, and such waiver may be
validly  given  either  before or after the meeting to  which  such  waiver
relates.  The attendance  of  a  director  at  a  meeting of directors is a
waiver of notice of the meeting except where a director  attends  a meeting
for the express purpose of objecting to the transaction of any business  on
the grounds that the meeting is not lawfully called.

15.  	Telephone  Participation.   A director may participate in a meeting of
directors or of a committee of directors  by  means  of  such  telephone or
other communication facilities that permit all persons participating in the
meeting to hear each other, and a director participating in such  a meeting
by such means shall be deemed to be present at that meeting.

16.  	Adjournment.  Any meeting of the directors may be adjourned from  time
to time by the chairman of the meeting, with the consent of the meeting, to
a  fixed  time  and  place  and  no  notice  of  the time and place for the
continuance of the adjourned meeting need be given  to  any director if the
time  and  place  of  the  adjourned  meeting is announced at the  original
meeting.   Any  adjourned meeting shall be  duly  constituted  if  held  in
accordance with the  terms  of  the  adjournment  and  a  quorum is present
thereat.  The directors who formed a quorum at the original meeting are not
required  to  form  the  quorum at the adjourned meeting.  If there  is  no
quorum present at the adjourned  meeting,  the  original  meeting  shall be
deemed to have terminated forthwith after its adjournment.

17.  	Quorum  and  Voting.  Subject to the articles, a majority of directors
shall constitute a quorum for the transaction of business at any meeting of
directors, provided  that  where the number of directors of the Corporation
is two directors, both must  be  present  at  any  meeting  of the board to
constitute  a  quorum.   No  business shall be transacted by the  directors
except at a meeting of directors at which a quorum of the board is present.
Questions arising at any meeting  of  the  directors  shall be decided by a
majority of votes cast.  In case of an equality of votes,  the  chairman of
the meeting shall not have a second or casting vote.  Where the Corporation
has only one director, that director may constitute a meeting.

18.  	Resolution in lieu of meeting.  A resolution in writing, signed by all
the  directors  or  signed  counterparts  of  such  resolution  by  all the
directors entitled to vote on that resolution at a meeting of directors  or
a committee of directors, is as valid as if it had been passed at a meeting
of  directors  or committee of directors duly called, constituted and held.
A copy of every  such  resolution or counterpart thereof shall be kept with
the minutes of the proceedings  of  the  directors  or  such  committee  of
directors.

                         REMUNERATION OF DIRECTORS

19.  	Subject  to  the  articles or any unanimous shareholder agreement, the
remuneration to be paid  to  the  directors  shall  be such as the board of
directors shall from time to time determine and such  remuneration shall be
in  addition  to the salary paid to any officer of the Corporation  who  is
also a member of  the  board  of  directors.   The  directors  may  also by
resolution  award  special  remuneration  to  any  director undertaking any
special services on the Corporation's behalf other than  the  routine  work
ordinarily required of a director by the Corporation.  The confirmation  of
any  such  resolution  or  resolutions  by  the  shareholders  shall not be
required.  The directors shall also be entitled to be paid their travelling
and other expenses properly incurred by them in connection with the affairs
of the Corporation.

                  SUBMISSION OF CONTRACTS OR TRANSACTIONS
                       TO SHAREHOLDERS FOR APPROVAL

20.  	The  directors  in  their discretion may submit any contract,  act  or
transaction  for approval,  ratification  or  confirmation  at  any  annual
meeting of the  shareholders  or at any special meeting of the shareholders
called for the purpose of considering  the  same  and  any contract, act or
transaction  that  shall be approved, ratified or confirmed  by  resolution
passed by a majority  of  the  votes  cast  at any such meeting (unless any
different  or  additional requirement is imposed  by  the  Act  or  by  the
articles or any  other  by-law)  shall  be as valid and as binding upon the
Corporation and upon all the shareholders  as  though it had been approved,
ratified and/or confirmed by every shareholder of the Corporation.

               FOR THE PROTECTION OF DIRECTORS AND OFFICERS

21.  	No director or officer for the time being of  the Corporation shall be
liable for the acts, receipts, neglects or defaults  of  any other director
or officer or employee of the Corporation or for joining in  any receipt or
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  by  order  of the board of directors for or on behalf of
the Corporation or for the insufficiency  or  deficiency of any security in
or upon which any of the moneys of or belonging to the Corporation shall be
placed  out  or  invested  or  for  any  loss or damage  arising  from  the
bankruptcy, insolvency or tortious act of  any  person, firm or corporation
including any person, firm or corporation with whom  or  which  any moneys,
securities  or  effects of the Corporation shall be lodged or deposited  or
for any loss, conversion,  misapplication  or  misappropriation  of  or any
damage  resulting  from  any  dealings with any moneys, securities or other
assets belonging to the Corporation  or  for  any  other  loss,  damage  or
misfortune whatever which may happen to the Corporation in the execution of
the duties of his respective office of trust or in relation thereto, unless
the  same shall happen by or through his failure to exercise the powers and
to discharge  the  duties of his office honestly, in good faith with a view
to the best interests  of  the  Corporation, and in connection therewith to
exercise the care, diligence and  skill  that  a  reasonably prudent person
would exercise in comparable circumstances, provided  that  nothing  herein
contained  shall  relieve  a  director  or  officer from the duty to act in
accordance with the Act or regulations made thereunder  or relieve him from
liability for a breach thereof.  The directors for the time  being  of  the
Corporation shall not be under any duty or responsibility in respect of any
contract,  act  or transaction whether or not made, done or entered into in
the name or on behalf  of  the  Corporation, except such as shall have been
submitted to and authorized or approved  by the board of directors.  If any
director  or  officer of the Corporation shall  be  employed  by  or  shall
perform services  for the Corporation, the fact of his being a shareholder,
director or officer  of  the Corporation shall not disentitle such director
or officer or such firm or  body  corporate,  as  the  case  may  be,  from
receiving proper remuneration for such services.

                    INDEMNITIES TO DIRECTORS AND OTHERS

22.  	Subject to section 81 of the Act, except in respect of an
action by or on  behalf  of  the  Corporation  or Another Body
Corporate (as hereinafter defined)  to  procure a judgement in
its  favour, the Corporation  shall indemnify each  director
and  officer  of  the Corporation and each former director
and officer of the Corporation and each  person  who acts
or acted at  the  Corporation's  request  as  a director
or officer of Another  Body Corporate,  and  his heirs and
legal representatives,  against  all  costs,charges and
expenses, including  any  amount  paid  to settle an action
or satisfy  a judgment, reasonably incurred by him in respect
of  any  civil, criminal or administrative action or
proceeding to which he is made a party by reason  of being
or having been a director or officer of the Corporation
or Another Body Corporate, as the case may be, if

(a)  he acted  honestly and in good faith with a view to the
     best interests of the Corporation; and
(b)  in the case  of a criminal or administrative action
     or proceeding that is enforced by a monetary  penalty, he
     had reasonable grounds for believing that his conduct was
     lawful.

"Another Body Corporate" as used herein means a body corporate
of which the Corporation is or was a shareholder or creditor.

                                 OFFICERS

23.  	Appointment of Officers.   Subject  to  the  articles or any
unanimous shareholder agreement, the directors may appoint a chairman
of the board, a president and a secretary and, if deemed advisable,
ay also appoint one or more  vice-presidents,  a  treasurer and one
or more assistant  secretaries and/or one or more assistant
treasurers.  None of such officers, except the chairman of the board,
need  be  a director of the Corporation.  Any two or more of such
offices may be held by  the same person.  In case and whenever
the same person holds the offices of secretary  and  treasurer
he may, but need not, be known as the secretary-treasurer.
The directors may from time to  time  designate  such  other
offices  and appoint such other officers, employees
and  agents  as  it shall deem necessary  who  shall  have  such
authority and shall perform such  functions  and duties as
may from time to time be prescribed by resolution of the directors.

24.  	Remuneration and Removal of Officers.  Subject  to the articles or
any unanimous   shareholder  agreement,  the  remuneration  of  all
officers, employees and agents appointed by the directors may be
determined from time to time by resolution  of  the  directors.
The  fact  that  any  officer, employee or agent is a director or
shareholder of the Corporation shall not disqualify  him  from
receiving such remuneration as may be so determined. The directors
may by resolution  remove  any  officer, employee or agent at any time,
with or without cause.

25.  	Duties  of  Officers  may be Delegated.  In case  of  the  absence  or
inability or refusal to act  of  any  officer of the Corporation or for any
other  reason that the directors may deem  sufficient,  the  directors  may
delegate  all  or any of the powers of such officer to any other officer or
to any director for the time being.

26.  	Chairman of  the  Board.  The chairman of the board (if any) shall, if
present, preside at all  meetings  of  the  directors.   He shall sign such
contracts, documents or instruments in writing as require his signature and
shall  have  such  other  powers  and  duties as may from time to  time  be
assigned to him by resolution of the directors.

27.  	President.  The president shall be  the chief executive officer of the
Corporation and shall exercise general supervision  over  the  business and
affairs of the Corporation.  The president, in the absence of the  chairman
of the board, or if a chairman of the board be not appointed, shall preside
at  all  meetings  of  the  directors,  and he shall act as chairman at all
meetings  of  the  shareholders  of the Corporation;  he  shall  sign  such
contracts, documents or instruments in writing as require his signature and
he shall have such other powers and  shall perform such other duties as may
from time to time be assigned to him by  resolution  of the directors or as
are incident to his office.

28.  	Vice-President.  The vice-president (if any) or, if more than one, the
vice-presidents in order of seniority, shall be vested  with all the powers
and  shall  perform  all  the  duties  of the president in the  absence  or
inability or refusal to act of the president. The vice-president or, if more
than one, the vice-presidents in order of seniority, shall sign such
contracts, documents or instruments in  writing as require his  or  their
signatures and shall also have such other powers and duties as may from time
to time be assigned to him or them by resolution of the directors.

29.  	Secretary.   The secretary shall give or cause to be given notices for
all meetings of the  directors  or  committees  thereof  (if  any)  and  of
shareholders  when directed to do so, and shall have charge, subject to the
provisions of paragraphs  30  and  50 hereof, of the records referred to in
section 18 of the Act and of the corporate  seal  or  seals  (if  any).  He
shall  sign  such contracts, documents or instruments in writing as require
his signature  and shall have such other powers and duties as may from time
to time be assigned  to  him  by  resolution  of  the  directors  or as are
incident to his office.

30.  	Treasurer.   Subject  to  the  provisions  of  any  resolution  of the
directors,  the  treasurer  (if any) shall have the care and custody of all
the funds and securities of the  Corporation  and shall deposit the same in
the  name  of  the Corporation in such bank or banks  or  with  such  other
depositary or depositaries  as  the directors may by resolution direct.  He
shall prepare, maintain and keep  or  cause  to  be  kept adequate books of
accounts  and accounting records.  He shall sign such contracts,  documents
or instruments  in  writing  as  require  his signature and shall have such
other powers and duties as may from time to  time  be  assigned  to  him by
resolution  of  the directors or as are incident to his office.  He may  be
required to give  such  bond  for the faithful performance of his duties as
the directors in their uncontrolled discretion may require, but no director
shall  be  liable  for  failure  to  require  any  such  bond  or  for  the
insufficiency of any such bond or  for any loss by reason of the failure of
the Corporation to receive any indemnity thereby provided.

31.  	Assistant Secretary and Assistant  Treasurer.  The assistant secretary
or, if more than one, the assistant secretaries  in order of seniority, and
the assistant treasurer or, if more than one, the  assistant  treasurers in
order of seniority (if any), shall respectively perform all the  duties  of
the  secretary  and treasurer, respectively, in the absence or inability to
act of the secretary  or  treasurer  as  the  case  may  be.  The assistant
secretary  or  assistant secretaries, if more than one, and  the  assistant
treasurer or assistant  treasurers,  if  more  than  one,  shall  sign such
contracts,  documents  or  instruments  in  writing as require his or their
signatures respectively and shall have such other  powers and duties as may
from time to time be assigned to them by resolution of the directors.

32.  	Managing Director.  The directors may from time  to  time appoint from
their number a managing director and may delegate to him any  of the powers
of  the directors except as provided in subsection 73(2) of the  Act.   The
managing  director  shall  conform to all lawful orders given to him by the
directors and shall at all reasonable times give to the directors or any of
them  all  information  they may  require  regarding  the  affairs  of  the
Corporation.  Any agent or  employee  appointed  by  the  managing director
shall be subject to discharge by the directors.

33.  	Vacancies.   If  the  office  of  chairman  of  the  board, president,
vice-president,   secretary,  assistant  secretary,  treasurer,   assistant
treasurer,  or any other  office  created  by  the  directors  pursuant  to
paragraph 23  hereof,  shall  be  or  become  vacant  by  reason  of death,
resignation, removal or in any other manner whatsoever, the directors  may,
subject  to  paragraph  23  hereof,  appoint  another  person  to fill such
vacancy.

                          COMMITTEES OF DIRECTORS

34.  	The directors may from time to time appoint from their number  one  or
more  committees  of  directors  consisting  of one or more individuals and
delegate to such committee or committees any of the powers of the directors
except  as  provided  in  subsection 73(2) of the  Act.   Unless  otherwise
ordered by the directors, a  committee of directors shall have power to fix
its quorum, elect its chairman  and  regulate  its  proceedings.   All such
committees shall report to the directors as required by them.

                           SHAREHOLDERS' MEETING

35.  	Annual Meeting.  Subject to compliance with section 85 of the Act, the
annual  meeting  of the shareholders shall be convened on such day in  each
year and at such time as the directors may by resolution determine.

36.  	Special Meetings.   (1)  Special  meetings  of the shareholders may be
convened  by  order  of  the  chairman  of the board, the  president  or  a
vice-president or by the directors, to be  held  at  such time and place as
may be specified in such order.

(2)  Shareholders holding between them not less than ten  percent  (10%) of
the  issued  shares  of  the Corporation that carry the right to vote at  a
meeting sought to be held  may  requisition the directors to call a meeting
of  shareholders.   Such  requisition   shall  state  the  business  to  be
transacted  at  the meeting and shall be sent  to  each  director  and  the
registered office of the Corporation.

(3)  Except as otherwise  provided in subsection 96(3) of the Act, it
     shall be the duty of the directors  on receipt of such requisition,
     to cause such meeting to be called by the secretary of the Corporation.

(4)  If the directors do not, within  twenty-one  (21) days after
     receiving such  requisition  call  such  meeting,  any  shareholder
     who  signed  the requisition may call the meeting.

37.  Place of Meetings.  Meetings of shareholders  of the Corporation shall
be held at the registered office of the Corporation  or at such other place
within  New  Brunswick  as  the  directors  by  resolution  may  determine.
Notwithstanding the foregoing, a meeting of shareholders of the Corporation
may be held outside New Brunswick if all the shareholders entitled  to vote
at  that  meeting  so  agree,  and  a  shareholder who attends a meeting of
shareholders held outside New Brunswick  is deemed to have so agreed except
when he attends the meeting for the express  purpose  of  objecting  to the
transaction of any business on the grounds that the meeting is not lawfully
held.   Notwithstanding  either  of  the  foregoing  sentences, meetings of
shareholders  may  be  held  outside New Brunswick at one  or  more  places
specified in the articles.

38.  Notice.   (1)  Subject to the  articles  or  a  unanimous  shareholder
agreement, a printed,  written or typewritten notice stating the day, hour,
place of meeting, the general  nature of the business to be transacted and,
if special business is to be transacted thereat, stating

(a)  the  nature  of that business  in  sufficient  detail  to  permit
     the shareholder to form a reasoned judgment thereon; and

(b)  the text of any special resolution to be submitted to the meeting,

shall be sent to each  person who is entitled to notice of such meeting and
who on the record date for notice appears on the records of the Corporation
or  its transfer agent as  a  shareholder  and  to  each  director  of  the
Corporation  and  the  auditor  of  the Corporation, if any, personally, by
sending such notice by prepaid mail or  in such other manner as provided by
by-law for the giving of notice, not less  than  twenty-one  (21)  days nor
more  than  fifty (50) days before the meeting.  If such notice is sent  by
mail it shall  be  addressed  to  the latest address of each such person as
shown in the records of the Corporation  or  its  transfer  agent, or if no
address  is  shown  therein,  then to the last address of each such  person
known to the secretary.

(2)  The auditor of the Corporation,  if  any,  is  entitled  to attend any
meeting  of shareholders of the Corporation and to receive all notices  and
other communications  relating  to  any  such meeting that a shareholder is
entitled to receive.

39. 	Waiver  of Notice.  A meeting of shareholders  may  be  held  for  any
purpose at any  time  and,  subject  to section 84 of the Act, at any place
without notice if all the shareholders  entitled  to notice of such meeting
are present in person or represented by proxy at the  meeting (except where
the shareholder attends the meeting for the express purpose of objecting to
the  transaction  of any business on the grounds that the  meeting  is  not
lawfully called) or  if  all  the  shareholders  entitled to notice of such
meeting and not present in person nor represented  by  proxy  thereat waive
notice  of  the  meeting.   Notice  of  any meeting of shareholders or  any
irregularity in any such meeting or in the  notice thereof may be waived by
any shareholder, the duly appointed proxy of any shareholder, any directors
or the auditor of the Corporation in writing,  by telegram, cable, telex or
facsimile addressed to the Corporation or by any other manner, and any such
waiver may be validly given either before or after  the  meeting  to  which
such waiver relates.

40.  	Omission  of  Notice.   The  accidental omission to give notice of any
meeting  to  or the non-receipt of any  notice  by  any  person  shall  not
invalidate any  resolution passed or any proceeding taken at any meeting of
shareholders.

41.  Record Date. (1) The  directors  may by resolution fix in advance a
date as the record date for the determination of shareholders

(a)  entitled to receive payment of a dividend;

(b)  entitled to participate in a liquidation distribution; or

(c)  for any other purpose except the right to receive notice of or to
     vote at a meeting of shareholders, but such record date shall
     not precede by  more  than  fifty  (50) days the particular action
     to be taken.

(2)  	The  directors may by resolution also fix in advance the date  as
      the record date  for  the  determination  of  shareholders  entitled
      to receive notice of a meeting of shareholders, but such record date
      shall not precede by more than fifty (50) days or by less than
      twenty-one (21) days the date on which the meeting is to be held.

(3)  	If no record date is fixed,

(a)  	the  record  date for the determination of share- holders entitled
      to receive notice of a meeting of shareholders shall be

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

     (ii) if no notice is given, the day on which the meeting is held; and

(b)  the record date for the determination of shareholders for any
     purpose, other than that specified in subparagraph (a) above or to
     vote, shall be at the close of business on the day on which
     the directors pass the resolution relating thereto.

42.  	Voting.  (1) Votes at meetings of the shareholders may be given either
personally or by proxy.  At every  meeting at which he is entitled to vote,
every shareholder present in person  and  every  proxyholder shall have one
(1) vote on a show of hands.  Upon a poll at which  he is entitled to vote,
every  shareholder  present  in person or by proxy shall  (subject  to  the
provisions, if any, of the articles)  have  one  (1)  vote  for every share
registered in his name.

(2)  	Voting at a meeting of shareholders shall be by show of  hands  except
where a ballot is demanded by a shareholder or proxyholder entitled to vote
at  the  meeting.   A shareholder or proxyholder may demand a ballot either
before or after any vote by show of hands.  In case of an equality of votes
the chairman of the meeting  shall  not  have  a  second or casting vote in
addition to the vote or votes to which he may be entitled  as a shareholder
or proxyholder.

(3)  	At  any  meeting,  unless a ballot is demanded, a declaration  by
the chairman of the meeting that a resolution 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 without proof
of the number or proportion of votes recorded in favour  of  or against the
motion.

(4)  	In the absence of the chairman of the board, the president  and  every
vice-president,  the  shareholders  present  entitled  to vote shall choose
another director as chairman of the meeting and if no director  is  present
or if  all  the  directors  present  decline  to  take  the chair then the
shareholders or proxyholders present shall choose one of their number to be
chairman.

(5)  	If at any meeting a ballot is demanded on the election  of  a
chairman or  on  the  question  of  adjournment  or  termination  it
shall be taken forthwith  without  adjournment.   If  a  ballot  is
demanded on any  other question  or  as to the election of directors it
shall  be  taken  in  such manner and either  at  once  or  later  at  the
meeting or at an adjourned meeting as the chairman of the meeting directs.
The  result  of  a  ballot shall be deemed to be the resolution of the
meeting at which the ballot was demanded.  A demand for a ballot
may be withdrawn.

(6)  	Where  a person holds shares as a personal representative, such
      person or his proxy is the person entitled to vote at all meetings
      of shareholders in respect of the shares so held by him.

(7)  	Where a  person  mortgages  or hypothecates his shares, such person
or his proxy is the person entitled to vote at all meetings of shareholders
in respect of such shares unless, in  the  instrument creating the mortgage
or hypothec, he has expressly empowered the  person  holding  the  mortgage
or hypothec  to vote in respect of such shares, in which case, and subject
to the articles,  such  holder  or his proxy is the person entitled to vote
in respect of the shares.

(8)  	Where two or more persons  hold  the same share or shares jointly,
any one of such persons present at a meeting  of shareholders has the right,
in the absence of the other or others, to vote  in  respect  of  such
share or shares, but if more than one of such persons are present or
represented  by proxy  and  vote,  they  shall  vote together as one
on the share or shares jointly held by them.

43.  	Proxies.  (1) A shareholder,  including  a  shareholder that is a body
corporate, entitled to vote at a meeting of shareholders  may by means of a
proxy appoint a proxyholder or one or more alternate proxyholders,  none of
whom   are   required  to  be  a  shareholder  of  the  Corporation,  which
proxyholders shall have all the rights of the shareholder to attend and act
at the meeting  in  the  place  and  stead of the shareholder except to the
extent limited by the proxy.

(2)	An instrument appointing a proxy  shall  be  in  writing  and shall
be executed by the shareholder or by his attorney authorized in writing or,
if the shareholder is a body corporate, either under its seal or by an
officer or attorney thereof, duly authorized.  A proxy is valid only at
the meeting in respect of which it is given or any adjournment thereof.

(3)  	Unless  the  Act  requires  another  form, an instrument appointing
a proxyholder may be in the following form:

"The  undersigned  shareholder  of hereby  appoints of
or failing him, of as the proxy of the undersigned to attend and act  for
and on behalf of the undersigned  at  the meeting  of  the  shareholders
of  the  said corporation to be held on the day of           ,  19   ,  and
at  any adjournment  thereof  to  the  same  extent  and  with  the
same power and authority as if the undersigned were personally present
at the said meeting or such adjournment thereof


<PAGE>


Dated the      day of           , 19  .

Signature of Shareholder


NOTE:

This  form  of  proxy  must  be  signed  by  a  shareholder or his
attorney authorized in writing or, if the shareholder is a  body
corporate,  either under its seal or by an officer or attorney
thereof duly authorized."


44.  	Adjournment.  (1) The chairman of the meeting may with the consent of
the  meeting  adjourn  any  meeting  of shareholders from time to time to a
fixed time and place.  If a meeting of  shareholders  is adjourned for less
than sixty (60) days, it is not necessary to give notice  of  the adjourned
meeting  other  than  by  announcement  at  the  earlier  meeting  that  is
adjourned.   If  a  meeting  of  shareholders  is  adjourned by one or more
adjournments for an aggregate of sixty (60) days or  more,  notice  of  the
adjourned meeting shall be given as for an original meeting.

(2)  	Any  adjourned meeting shall be duly constituted if held in accordance
with the terms  of  the  adjournment and a quorum is present at the opening
thereat.  The persons who  formed  a quorum at the original meeting are not
required  to form the quorum at the adjourned  meeting.   If  there  is  no
quorum present  at  the  opening  of  the  adjourned  meeting, the original
meeting shall be deemed to have terminated forthwith after its adjournment.
Any business may be brought before or dealt with at any  adjourned  meeting
which  might have been brought before or dealt with at the original meeting
in accordance with the notice calling the same.

45.  	Quorum.   (1) Except as hereinafter provided, a quorum for any meeting
of shareholders  shall  be  one  (1)  or  more shareholders or proxyholders
holding or representing not less than a majority  of the shares entitled to
be voted at such meeting.

(2)  If  a quorum is present at the opening of a meeting  of shareholders,
the shareholders present in person or represented by proxy may proceed with
the business  of  the  meeting notwithstanding that a quorum is not present
throughout the meeting.

(3)  If  a  quorum  is  not   present  at  the  opening  of  a  meeting
of shareholders, the shareholders  present  in  person or represented by
proxy may  adjourn the meeting to a fixed time and place  but  not
transact  any other business.

(4) Where  the  Corporation has only one shareholder or only one holder of
any class or series  of  shares,  or  if  only  one  person is present at a
meeting holding or representing sufficient shares to constitute  a  quorum,
the shareholder present in person or by proxy constitutes a meeting.

46.  	Resolution in Lieu of meeting.  A resolution in writing signed by  all
the shareholders  or  signed  counterparts  of  such resolution 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 duly called, constituted  and  held.   A  copy  of  every such
resolution  or  counterpart  thereof shall be kept with the minutes of  the
meetings of shareholders.

47. Telephone Participation.   A  shareholder may participate in a meeting
of shareholders  or  of  a committee of  shareholders  by  means  of  such
telephone  or  other  communication  facilities  that  permit  all  persons
participating  in  the meeting  to  hear  each  other,  and  a  shareholder
participating in such a meeting by such means shall be deemed to be present
at that meeting.


                           SHARES AND TRANSFERS

48.  	Issuance.   Subject   to   the  articles,  any  unanimous  shareholder
agreement and to section 27 of the  Act,  shares  in the Corporation may be
issued at such times and to such persons or classes of persons and, subject
to sections 23 and 24 of the Act, for such consideration  as  the directors
may determine.

49.  	Certificates.   Share  certificates  (and  the  form of stock transfer
power  on  the  reverse  side  thereof)  shall (subject to compliance  with
section 47 of the Act) be in such form and be signed by such director(s) or
officer(s) as the directors may from time  to time by resolution determine.
Such certificates shall be signed manually by  at  least  one  director  or
officer  of  the  Corporation  or  by or on behalf of a registrar, transfer
agent  or  branch transfer agent of the  Corporation,  and  any  additional
signatures required  on  a  share  certificate  may be printed or otherwise
mechanically reproduced thereon.  If a share certificate contains a printed
or mechanically reproduced signature of a person, the Corporation may issue
the share certificate notwithstanding that the person  has  ceased  to be a
director or an officer of the Corporation, and the share certificate  is as
valid as if he were a director or an officer at the date of its issue.

50.  	Registrar and Transfer Agent.  The directors may from time to time  by
resolution   appoint  or  remove  one  or  more  registrars  and/or  branch
registrars (which  may  but  need not be the same person) to keep the share
register and/or one or more transfer  agents  and/or branch transfer agents
(which  may  but  need  not be the same person) to  keep  the  register  of
transfers, and (subject to  section  48  of  the  Act)  may provide for the
registration of issues and the registration of transfers  of  the shares of
the  Corporation  in  one or more places and such registrars and/or  branch
registrars and/or transfer  agents and/or branch transfer agents shall keep
all necessary books and registers  of  the Corporation for the registration
of the issuance and the registration of  transfers  of  the  shares  of the
Corporation for which they are so appointed.  All certificates issued after
any such appointment representing shares issued by the Corporation shall be
countersigned  by  or on behalf of one of the said registrars and/or branch
registrars and/or transfer  agents  and/or  branch  transfer agents, as the
case may be.

51.  	Surrender of Share Certificates.  No transfer of a share issued by the
Corporation shall be recorded or registered unless or until the certificate
representing the share to be transferred has been surrendered and cancelled
or, if no certificate has been issued by the Corporation in respect of such
share,  unless  or until a duly executed share transfer  power  in  respect
thereof has been presented for registration.

52.  	Defaced, Destroyed,  Stolen  or Lost Certificates.  If the defacement,
destruction or apparent destruction,  theft,  or  other  wrongful taking or
loss  of  a  share  certificate  is  reported by the owner thereof  to  the
Corporation or to a registrar, branch  registrar,  transfer agent or branch
transfer agent of the Corporation (hereinafter, in this  paragraph,  called
the "Corporation's transfer agent") and such owner gives to the Corporation
or the Corporation's transfer agent a written statement verified by oath or
statutory  declaration  as  to  the  defacement,  destruction  or  apparent
destruction,  theft, or other wrongful taking or loss and the circumstances
concerning the  same,  a  request  for the issuance of a new certificate to
replace the one so defaced, destroyed,  wrongfully taken or lost and a bond
of a surety company (or other security approved  by  the directors) in such
form as is approved by the directors or by the chairman  of  the board, the
president,  a  vice-president,  the  secretary  or  the  treasurer  of  the
Corporation,  indemnifying  the Corporation (and the Corporation's transfer
agent, if any), against all loss,  damage or expense, which the Corporation
and/or the Corporation's transfer agent  may  suffer  or  be  liable for by
reason  of  the  issuance of a new certificate to such shareholder,  a  new
certificate may be  issued  in replacement of the one defaced, destroyed or
apparently destroyed, stolen or otherwise wrongfully taken or lost, if such
issuance is ordered and authorized by any one of the chairman of the board,
the president, a vice-president,  the  secretary  or  the  treasurer of the
Corporation or by resolution of the directors.

                                 DIVIDENDS

53.  	Declaration  and  Payment of Dividends.  (1) Subject to the  following
subparagraph (2), the directors may from time to time by resolution declare
and the Corporation may  pay dividends on its issued shares, subject to the
provisions (if any) of the articles.

(2)  The directors shall not  declare  and  the Corporation shall not pay
a dividend if there are reasonable grounds for believing that;

(a)  	the Corporation is, or would after the payment  be,  unable to pay
      its liabilities as they become due; or

(b)  	the realizable value of the Corporation's assets would thereby
      be less than the aggregate of its liabilities and stated capital
      of all classes.

(3)  Subject to section 41 of the Act, the Corporation may
     pay a dividend in money or property or by issuing fully paid
     shares of the Corporation.

54.  	Receipt  of  Dividends  by Joint Holders.  In case two or more persons
are registered as the joint holders  of  any securities of the Corporation,
any one of such persons may give effectual  receipts  for all dividends and
payments  on  account  of dividends, principal, interest and/or  redemption
payments on redemption of  securities  (if  any)  subject  to redemption in
respect of such securities.

                VOTING SECURITIES IN OTHER BODIES CORPORATE

55.  	All securities of any other body corporate carrying voting rights held
from  time  to  time  by  the  Corporation may be voted at all meetings  of
shareholders, bondholders, debenture holders or holders of such securities,
as the case may be, of such other body corporate in such manner and by such
person or persons as the directors  of  the  Corporation shall from time to
time determine and authorize by resolution.  The  duly  authorized  signing
officers  of the Corporation may also from time to time execute and deliver
for and on  behalf  of  the  Corporation  proxies  and/or  arrange  for the
issuance of voting certificates and/or other evidence of the right to  vote
in  such  names as they may determine without the necessity of a resolution
or other action by the directors.

                                  NOTICE

56.  	Service.   (1)  Any  notice  or other document required to be given or
sent by the Corporation to any shareholder,  director  or  auditor  of  the
Corporation  shall  be  delivered  personally or sent by prepaid mail or by
telegram, telex, cablegram or facsimile addressed to:

(a)  	the shareholder at his latest address  as  shown on the records of the
      Corporation or its transfer agent; and

(b)  	the director at his latest address as shown  in  the  records  of
      the Corporation or in the last notice filed under section 64 or 71
      of the Act.

With  respect  to  every  notice  or other document sent by prepaid mail it
shall be sufficient to prove that the  envelope  or  wrapper containing the
notice or other document was properly addressed and put  into a post office
letter box.

(2)	If  the  Corporation  sends  a notice or document to a shareholder
in accordance with the provisions of the  foregoing  subparagraph  (2) and
the notice  or document is returned on three (3) consecutive occasions
because the shareholder  cannot  be  found, the Corporation is not required
to send any further notices or documents  to  the  shareholder until
he informs the Corporation in writing of his new address.

57.	Shares  registered  in  more  than one name.   All  notices  or  other
documents required to be sent to a shareholder  by the Act, the regulations
under the Act, the articles or the by-laws of the  Corporation  shall, with
respect to any shares in the capital of the Corporation registered  in more
than one name, be given to whichever of such persons is named first in  the
records  of the Corporation and any notice or other document so given shall
be sufficient  notice  or  delivery  of such document to all the holders of
such shares.

58.  	Persons becoming entitled by operation  of  law.   Every person who by
operation  of law, transfer or by any other means whatsoever  shall  become
entitled to  any shares in the capital of the Corporation shall be bound by
every notice or other document in respect of such shares which prior to his
name and address being entered on the records of the Corporation shall have
been duly given  to the person or persons from whom he derives his title to
such shares.

59.  	Deceased Shareholder.   Any notice or other document delivered or sent
by post or left at the address  of  any  shareholder as the same appears in
the records of the Corporation shall, notwithstanding that such shareholder
be  then  deceased and whether or not the Corporation  has  notice  of  his
decease, be  deemed  to have been duly served in respect of the shares held
by such shareholder (whether  held solely or with other persons) until some
other person be entered in his  stead  in the records of the Corporation as
the holder or one of the holders thereof  and  such  service  shall for all
purposes be deemed a sufficient service of such notice or other document on
his heirs, executors or administrators and all persons (if any)  interested
with him in such shares.

60.  	Signatures  to  Notices.  The signature of any director or officer  of
the Corporation to any  notice  may  be  written,  stamped,  typewritten or
printed or partly written, stamped, typewritten or printed.

61.  	Computation of Time.  Where a given number of days' notice  or  notice
extending  over any period is required to be given under any provisions  of
the articles  or  by-laws of the Corporation, the day of service or posting
of the notice shall,  unless  it  is otherwise provided, be counted in such
number of days or other period and such notice shall be deemed to have been
given or sent on the day of service or posting.

62.  	Proof of Service.  A certificate  of any officer of the Corporation in
office  at  the time of the making of the  certificate  or  of  a  transfer
officer of any  transfer  agent  or  branch transfer agent of shares of any
class of the Corporation as to facts in relation to the mailing or delivery
or service of any notice or other documents  to  any shareholder, director,
officer or auditor or publication of any notice or  other document shall be
conclusive  evidence  thereof  and  shall be binding on every  shareholder,
director, officer or auditor of the Corporation, as the case may be.

                       CHEQUES, DRAFTS, NOTES, ETC.

63.  	All cheques, drafts or orders for  the payment of money and all notes,
acceptances  and  bills of exchange shall be  signed  by  such  officer  or
officers or other person  or  persons,  whether  or  not  officers  of  the
Corporation,  and  in  such  manner  as the directors may from time to time
designate by resolution.

                           CUSTODY OF SECURITIES

64.  	(1)  All  securities (including warrants)  owned  by  the  Corporation
shall be lodged (in the name of the Corporation) with a chartered bank or a
trust company or in a safety deposit box or, if so authorized by resolution
of the directors,  with  such other depositaries or in such other manner as
may be determined from time to time by the directors.

(2)  All securities (including  warrants)  belonging to the Corporation may
be issued and held in the name of a nominee  or nominees of the Corporation
(and if issued or held in the names of more than  one nominee shall be held
in the names of the nominees jointly with right of  survivorship) and shall
be  endorsed  in  blank  with  endorsement  guaranteed in order  to  enable
transfer thereof to be completed and registration thereof to be effected.

                       EXECUTION OF CONTRACTS, ETC.

65.  	(1)  Contracts,  documents or instruments  in  writing  requiring  the
signature of the Corporation  may be signed by any one of the directors and
officers.  All contracts, documents  or  instruments  in  writing so signed
shall be binding upon the Corporation without any further authorization  or
formality.  The directors are authorized from time to time by resolution to
appoint any officer or officers or any other person or persons on behalf of
the  Corporation  either  to  sign  contracts,  documents or instruments in
writing generally or to sign specific contracts,  documents  or instruments
in writing.  Where the Corporation has only one director and officer, being
the  same  person,  that  person may sign all such contracts, documents  or
other written instruments.

(2)  The  corporate  seal (if  any)  may,  when  required,  be  affixed  to
contracts, documents or  instruments  in  writing signed as aforesaid by an
officer or officers, person or persons appointed as aforesaid by resolution
of the directors.

(3)  The term "contracts, documents or instruments  in  writing" as used in
this   by-law   shall   include   deeds,   mortgages,  hypothecs,  charges,
conveyances,  transfers  and  assignments of property,  real  or  personal,
immoveable or moveable, agreements,  releases,  receipts and discharges for
the  payment  of  money  or other obligations, conveyances,  transfers  and
assignments of shares, warrants,  bonds, debentures or other securities and
all paper writings.

(4)  In particular, without limiting  the  generality of the foregoing, any
one of the directors or officers of the Corporation  are  hereby authorized
to sell, assign, transfer, exchange, convert or convey all  shares,  bonds,
debentures, rights, warrants or other securities owned by or registered  in
the  name of the Corporation and to sign and execute (under the seal of the
Corporation  or  otherwise) all assignments, transfers, conveyances, powers
of attorney and other  instruments that may be necessary for the purpose of
selling, assigning, transferring,  exchanging,  converting  or conveying or
enforcing  or  exercising any voting rights in respect of any such  shares,
bonds,  debentures,  rights,  warrants  or  other  securities.   Where  the
Corporation  has only one director and officer, being the same person, that
person  may  perform   the   functions   and  exercise  the  powers  herein
contemplated.

                                  AUDITOR

66. 	At  each  annual meeting of the shareholders  of  the  Corporation  an
auditor may be appointed  for  the  purpose  of  auditing and verifying the
accounts of the Corporation for the then current year  and his report shall
be submitted at the next annual meeting of the shareholders.   The  auditor
shall not be a director or an officer of the Corporation.  Unless fixed  by
the  meeting  of shareholders at which he is appointed, the remuneration of
the auditor shall be determined from time to time by the directors.

                                FISCAL YEAR

67.  The fiscal  period of the Corporation shall terminate on such day
in  each  year  as the directors  may  from  time  to  time  by  resolution
determine.

                                 BORROWING

68.  	General Borrowing.  The directors may from time to time:

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

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

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

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

The directors may from time to time authorize any director or directors, or
officer  or  officers,  of  the  Corporation,  to  make  arrangements  with
reference to the money borrowed or  to  be borrowed as aforesaid, and as to
the terms and conditions of the loan thereof,  and  as to the securities to
be  given therefor, with power to vary or modify such  arrangements,  terms
and conditions  and  to  give  such  additional  securities  for any moneys
borrowed  or  remaining  due  by  the Corporation as the directors  of  the
Corporation may authorize, and generally to manage, transact and settle the
borrowing of money by the Corporation.

                  * * * * * * * * * * * * * * * * * * * *


<PAGE>



ENACTED by the directors of the Corporation  on  the 7{th} day of February,
2000.

WITNESS the corporate seal of the Corporation.



 .......................................................
          Secretary



Approved, ratified and confirmed by the shareholders  of the Corporation on
the      7{th} day of February, 2000.


WITNESS the corporate seal of the Corporation.



 ..........................................................
          Secretary

<PAGE>