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Exhibit 1.2

MICROCELL TELECOMMUNICATIONS INC.

GENERAL BY-LAW

enacted pursuant to theCanada Business Corporations Act

Adopted on May 1, 2003





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BY LAW NO. 2003-1

GENERAL BY-LAW

OF THE CORPORATION

enacted pursuant to theCanada Business Corporations Act

INDEX

|                                                |                                                                                   |  |   |   |  |  |  |  | 
|----------------------------------------------- | --------------------------------------------------------------------------------- |  | - | - |  |  |  |  | 
|                                                |                                                                                   |  |   |   |  |  | 
|                                                |                                                                                   |  |   |   |  | 
|Article 1 INTERPRETATION                        |                                                                                   |  | 1 |  
|                                                | Section 1.1    Definitions                                                        |  |   | 1 | 
|Article 2 LOCATION OF OFFICE AND CORPORATE SEAL |                                                                                   |  | 2 |  
|                                                | Section 2.1  Offices                                                              |  |   | 2 | 
|                                                | Section 2.2    Seal                                                               |  |   | 2 | 
|Article 3 BORROWING AND SECURITY                |                                                                                   |  | 2 |  
|                                                | Section 3.1    Borrowing Power                                                    |  |   | 2 | 
|                                                | Section 3.2    Delegation                                                         |  |   | 3 | 
|Article 4 SHAREHOLDERS                          |                                                                                   |  | 3 |  
|                                                | Section 4.1    Annual Meetings                                                    |  |   | 3 | 
|                                                | Section 4.2    Special Meetings                                                   |  |   | 3 | 
|                                                | Section 4.3    Place of Meetings                                                  |  |   | 3 | 
|                                                | Section 4.4    Meetings by Telephonic, Electronic or other Communication
Facility |  |   | 3 | 
|                                                | Section 4.5    Notice of Meetings                                                 |  |   | 3 | 
|                                                | Section 4.6    Chair                                                              |  |   | 4 | 
|                                                | Section 4.7    Quorum                                                             |  |   | 4 | 
|                                                | Section 4.8    Representation at Meetings                                         |  |   | 5 | 
|                                                | Section 4.9    Voting                                                             |  |   | 6 | 
|                                                | Section 4.10   Electronic Voting by Shareholders                                  |  |   | 6 | 
|                                                | Section 4.11  Voting while Participating Electronically                           |  |   | 6 | 
|                                                | Section 4.12   Procedure at Meeting                                               |  |   | 6 | 
|                                                | Section 4.13   Scrutineers                                                        |  |   | 7 | 
|                                                | Section 4.14   Subsequent Transferees                                             |  |   | 7 | 
|                                                | Section 4.15   Signed Resolution                                                  |  |   | 7 | 
|Article 5 DIVIDENDS AND RIGHTS                  |                                                                                   |  | 7 |  
|                                                | Section 5.1    Dividends                                                          |  |   | 7 | 
|                                                | Section 5.2    Entitlement to Dividends upon Transfer                             |  |   | 7 | 
|                                                | Section 5.3    Dividend Cheques                                                   |  |   | 7 | 
|                                                | Section 5.4    Non-Receipt or Loss of Cheque                                      |  |   | 8 | 
|                                                | Section 5.5    Record Date for Dividends and Rights                               |  |   | 8 | 





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|                                                            |                                                           |  |    |    |  |  |  |  | 
|----------------------------------------------------------- | --------------------------------------------------------- |  | -- | -- |  |  |  |  | 
|                                                            |                                                           |  |    |    |  |  | 
|                                                            |                                                           |  |    |    |  | 
|Article 6 DIRECTORS                                         |                                                           |  | 8  |   
|                                                            | Section 6.1    Board of Directors                         |  |    | 8  | 
|                                                            | Section 6.2    Election and Term of Office                |  |    | 9  | 
|                                                            | Section 6.3    Meetings and Notices                       |  |    | 9  | 
|                                                            | Section 6.4    Meetings by Communications Facilities      |  |    | 10 | 
|                                                            | Section 6.5    Quorum                                     |  |    | 10 | 
|                                                            | Section 6.6    Voting                                     |  |    | 10 | 
|                                                            | Section 6.7    Remuneration                               |  |    | 10 | 
|                                                            | Section 6.8    Signed Resolutions                         |  |    | 11 | 
|                                                            | Section 6.9    Powers of Directors                        |  |    | 11 | 
|                                                            | Section 6.10   Power to Allot Stock and Grant Options     |  |    | 11 | 
|                                                            | Section 6.11   Chairman of the Board                      |  |    | 11 | 
|Article 7 OFFICERS                                          |                                                           |  | 12 |   
|                                                            | Section 7.1    Officers                                   |  |    | 12 | 
|                                                            | Section 7.2    President                                  |  |    | 12 | 
|                                                            | Section 7.3    Chief Executive Officer                    |  |    | 12 | 
|                                                            | Section 7.4    Chief Financial Officer                    |  |    | 13 | 
|                                                            | Section 7.5    Vice-President                             |  |    | 13 | 
|                                                            | Section 7.6    Secretary                                  |  |    | 13 | 
|                                                            | Section 7.7    Treasurer                                  |  |    | 13 | 
|                                                            | Section 7.8    Powers of Officers                         |  |    | 13 | 
|                                                            | Section 7.9    Removal and Discharge                      |  |    | 14 | 
|                                                            | Section 7.10   Remuneration                               |  |    | 14 | 
|Article 8 COMMITTEES                                        |                                                           |  | 14 |   
|                                                            | Section 8.1    Election                                   |  |    | 14 | 
|                                                            | Section 8.2    Chairman, Quorum and Procedure             |  |    | 14 | 
|                                                            | Section 8.3    Secretary                                  |  |    | 14 | 
|                                                            | Section 8.4    Powers                                     |  |    | 14 | 
|                                                            | Section 8.5    Proceedings Open to the Board              |  |    | 14 | 
|                                                            | Section 8.6    Meetings                                   |  |    | 14 | 
|                                                            | Section 8.7    Signed Resolutions                         |  |    | 15 | 
|                                                            | Section 8.8    Remuneration                               |  |    | 15 | 
|                                                            | Section 8.9    Removal and Replacement                    |  |    | 15 | 
|Article 9 INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS |                                                           |  | 15 |   
|                                                            | Section 9.1    Liability                                  |  |    | 15 | 
|                                                            | Section 9.2    Indemnity                                  |  |    | 15 | 
|                                                            | Section 9.3    Insurance                                  |  |    | 16 | 
|Article 10 SHARE CAPITAL                                    |                                                           |  | 16 |   
|                                                            | Section 10.1    Security Certificates and Stock Transfers |  |    | 16 | 
|                                                            | Section 10.2    Securities Register                       |  |    | 17 | 
|                                                            | Section 10.3    Transfer Agents and Registrars            |  |    | 17 | 
|                                                            | Section 10.4    Record Date and Closing of Books          |  |    | 17 | 

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|                                                           |                                                   |  |    |    |  |  |  |  | 
|---------------------------------------------------------- | ------------------------------------------------- |  | -- | -- |  |  |  |  | 
|                                                           |                                                   |  |    |    |  |  | 
|                                                           |                                                   |  |    |    |  | 
|                                                           | Section 10.5    Lost and Destroyed Certificates   |  |    | 17 | 
|Article 11 FISCAL YEAR AND AUDIT                           |                                                   |  | 18 |   
|                                                           | Section 11.1    Fiscal Year                       |  |    | 18 | 
|                                                           | Section 11.2    Audit                             |  |    | 18 | 
|Article 12 CORPORATION REPRESENTATION FOR CERTAIN PURPOSES |                                                   |  | 18 |   
|                                                           | Section 12.1    Declaration                       |  |    | 18 | 
|                                                           | Section 12.2    Representation at Meetings        |  |    | 18 | 
|Article 13 NOTICES                                         |                                                   |  | 19 |   
|                                                           | Section 13.1    Method of Giving Notices          |  |    | 19 | 
|                                                           | Section 13.2    Notice by Electronic Document     |  |    | 20 | 
|                                                           | Section 13.3    Signatures by Electronic Document |  |    | 20 | 
|                                                           | Section 13.4    Notice to Joint Shareholders      |  |    | 21 | 
|                                                           | Section 13.5    Computation of Time               |  |    | 21 | 
|                                                           | Section 13.6    Undelivered Notices               |  |    | 21 | 
|                                                           | Section 13.7    Omissions and Errors              |  |    | 21 | 
|Article 14 MISCELLANEOUS                                   |                                                   |  | 21 |   
|                                                           | Section 14.1    Conflict Rule                     |  |    | 21 | 
|                                                           | Section 14.2    Execution of Instruments          |  |    | 21 | 
|                                                           | Section 14.3    Banking Arrangements              |  |    | 22 | 

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BY-LAW NO. 2003-1
GENERAL BY-LAW
OF THE CORPORATION

enacted pursuant to theCanada Business Corporations Act

Be it enacted as a by-law of MICROCELL TELECOMMUNICATIONS INC.(the
Corporation) as follows:

ARTICLE 1
INTERPRETATION

Section 1.1     Definitions.



| |  | Subject to an express disposition to the contrary, or where the context
requires otherwise, in this By-law:                                                                                                                                                                                                                                                                                                                                             
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Affiliate has the meaning given to that term in the Act;                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | Act means the Canada Business Corporations Act, (R.S.C., 1985, C-44),
as from time to time amended; in the event of any amendment to the Act,
any reference contained in these By-laws shall be interpreted as a
reference to the amended provisions of the Act;                                                                                                                                                                                      
|
| |  | Articles means the articles of the Corporation and any subsequent
amendments;                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | Board means the Board of directors of the Corporation;                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | By-laws means the by-laws of the Corporation that are in force at any
given time;                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | Electronic Document means any form of representation of information or
of concepts fixed in any medium in or by electronic, optical or other
similar means and that can be read or perceived by a person or by any
means;                                                                                                                                                                                                                             
|
| |  | Information System means a system used to generate, send receive,
store, or otherwise process an Electronic Document;                                                                                                                                                                                                                                                                                                                                 
|
| |  | Recorded Address means in the case of a shareholder the 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, officer, auditor or member of a
committee of the Board, the latest address as recorded in the records of
the Corporation.
|
| |  | Defined terms which are used but not defined in this By-law shall have the
meaning ascribed to them in the Articles.                                                                                                                                                                                                                                                                                                                                    





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Terms used in the singular include the plural and vice versa, those used
in the masculine include the feminine and vice versa, and the dispositions
which apply to physical persons apply also to bodies corporate including
corporations and other groups not constituted in corporations.

Titles are used in this By-law as reference only and must not be
considered in the interpretation of this By-law.

ARTICLE 2
LOCATION OF OFFICE AND CORPORATE SEAL

Section 2.1     Offices.

The Corporation may, in addition to its registered office, establish
elsewhere within or without Canada such offices and agencies as the Board may
from time to time determine.

Section 2.2     Seal.

The Corporation may have a seal which shall bear the name of the
Corporation. The seal of the Corporation shall be adopted or changed by
resolution of the Board. A document emanating from the Corporation shall not
be invalid merely because the seal of the Corporation is not affixed thereto.

ARTICLE 3
BORROWING AND SECURITY

Section 3.1     Borrowing Power

Without limiting the borrowing powers of the Corporation as set forth in
the Act or the Articles, 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 or pledge debt obligations of the
Corporation, whether secured or unsecured;                                                                                                                                                              
|
| | (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) |  | 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 to
secure any present or future obligation of the Corporation.

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Section 3.2     Delegation.

Subject to the Act and the Articles, the Board may from time to time
delegate to a committee, a director or an officer, all or any of the powers
conferred to the Board by Article 3 or by the Act, to such extent and in such
manner, as the Board may determine at the time of such delegation.

ARTICLE 4
SHAREHOLDERS

Section 4.1     Annual Meetings.

Subject to the provisions of the Act, the annual meeting of the
shareholders of the Corporation shall be held on such date in each year, at
such time and, subject to Section 4.3, at such place as the Board may
determine, to receive and consider the financial statements with the report of
the auditor or auditors, to elect directors, to appoint an auditor or auditors
and to fix or to authorize the Board to fix the auditors remuneration and to
consider, deal with and dispose of such other business as may properly come
before a meeting of shareholders.

Section 4.2     Special Meetings.

Special meetings of the shareholders may be called at any time by
resolution of the Board or by the president or the chairman of the Board and
shall be called when required by the shareholders in conformity with the Act.

Section 4.3     Place of Meetings.

Meetings of the shareholders shall be held at the registered office of the
Corporation or elsewhere in the municipality in which the registered office is
located or at such other place in Canada as may be fixed by the Board.

Section 4.4     Meetings by Telephonic, Electronic or other Communication Facility.

Any person entitled to attend a meeting of shareholders may participate in
the meeting, to the extent and in the manner permitted by law, by means of a
telephonic, electronic or other communication facility that permits all
participants to communicate adequately with each other during the meeting, if
the Corporation makes available such a communication facility. A person
participating in a meeting by such means is deemed for the purposes of the Act
to be present at the meeting. The directors or the shareholders of the
Corporation who call a meeting of shareholders pursuant to the Act may
determine that the meeting shall be held, to the extent and in the manner
permitted by law, entirely by means of a telephonic, electronic or other
communication facility that permits all participants to communicate adequately
with each other during the meeting.

Section 4.5     Notice of Meetings.

Notice of each annual meeting and of each special meeting of the
shareholders shall be given in the manner provided in Article 13 to the
shareholders entitled to vote thereat, to the

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shareholders entitled to receive such notice, to the directors and to the
auditor or auditors at their respective addresses as they appear in the records
of the Corporation, not less than 21 days and not more than 60 days prior to
the date fixed for such meeting, subject to the provisions of any applicable
securities legislation. If the address of any shareholder, director or auditor
does not appear in the record of the Corporation, the notice may be sent as
aforesaid to such address as the person sending the notice may consider to be
most likely to reach promptly such shareholder, director or auditor.

A shareholder and any other person entitled to attend a meeting of
shareholders may waive such notice in writing, by Electronic Document, before
or after the holding of such meeting or by attending thereat in person, or, in
the case of shareholders, by proxyholder or in the case of a body corporate or
association by a representative duly authorized in accordance with the
provisions of Section 4.8; nevertheless, a person who attends such a meeting is
not deemed to have waived the right to notice of the meeting when he so attends
for the express purpose of objecting to the transaction of any business on the
grounds that the meeting is not lawfully held.

The notice of the annual meeting, as well as the notice of special
meeting, shall state:



| | (a) |  | the time, date and place of the meeting as well as the nature
of business to be considered 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.                                                                                                                

It is not necessary to give notice of the reconvening of an adjourned
meeting other than by announcement at the earliest meeting that is adjourned;
a new notice of meeting is, however, required if the shareholders meeting is
adjourned one or more times for an aggregate of 30 days or more.

Section 4.6     Chair.

The chairman of any meeting of shareholders shall be the first mentioned
of such of the following officers as have been appointed, who is present at the
meeting and who has not declined to act as chairman: the chairman of the Board,
the president or a vice-president of the Corporation. If no such officer is
present within 30 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. The chairman shall not have a second or casting vote. The secretary
of the Corporation, or in his absence the assistant-secretary, shall also act
as secretary of all shareholders meetings, provided that, if no such officer
is present, the chairman of the meeting shall appoint some person, who need not
be a shareholder, to act as secretary of the meeting.

Section 4.7     Quorum.

The quorum of shareholders at an annual or special meeting of shareholders
is fixed at five shareholders entitled to vote at such meeting, present in
person or represented either by proxy or by an individual acting on behalf of a
body corporate or association and duly authorized by a resolution of the Board
or governing body of the body corporate or association

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to represent it at meetings of shareholders of the Corporation,
irrespective of the number of shares held by such shareholders.

If a quorum is present at the opening of the meeting, the shareholders
present or represented may proceed with the business of the meeting,
notwithstanding the fact that a quorum is not present throughout the meeting.

If a quorum is not present at the opening of the meeting, the shareholders
present or represented may adjourn the meeting to a fixed time (which should be
at least two business days after the date of the opening of the meeting) and
place but may not transact any other business.

The quorum at the reconvening of the meeting so adjourned is fixed at five
shareholders entitled to vote at such meeting present or represented in
accordance with this By-law, irrespective of the number of shares held by such
shareholders. The meeting may then proceed to examine and dispose of the
business for which it was called. If at the time of the reconvening of the
meeting so adjourned a quorum is not present the meeting must again be
adjourned or, if 30 days or more have elapsed from the date of the originally
scheduled meeting, a new meeting must be called.

Section 4.8      Representation at Meetings.

Shareholders shall be entitled to vote in person or, if a body corporate
or association, by a representative duly authorized by resolution of the Board
or other governing body of such body corporate or association. Shareholders
shall also be entitled to vote by proxyholder or by one or more alternative
proxyholders, whether or not such proxyholder is himself a shareholder; the
proxyholder shall attend the meeting, vote thereat and otherwise act in the
manner and to the extent authorized and with the authority conferred by the
proxy.

A proxy shall be signed by the shareholder or by his agent authorized in
writing and this signature need not be witnessed.

A proxy is valid only at the meeting in respect of which it is given or
any adjournment thereof.

The instrument appointing a proxyholder may, except in cases where the law
otherwise provides, be in the form provided by law or in any other appropriate
form.

The Board shall specify in the notice calling a meeting of shareholders, a
time not exceeding 48 hours, excluding Saturdays and holidays, preceding the
meeting or any adjournment thereof, before which time proxies to be used at the
meeting must be deposited with the Corporation or its agent.

The Board may also permit particulars of proxies for use at or in
connection with any such meeting which have been deposited with the Corporation
or its agent at a place other than the place of such meeting to be sent to the
secretary of the Corporation prior to such meeting. In such event, such
proxies if otherwise in order shall be valid and any votes cast in accordance
therewith shall be counted.

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Section 4.9     Voting.

Every question submitted to any meeting of shareholders shall be decided
by a show of hands unless a ballot is ordered or required in the manner
hereinafter set out.

The chairman of such meeting may, in his discretion, order a ballot.
Moreover, any shareholder or its representative, where the shareholder is a
body corporate or an association, or his proxyholder, either before or after
any vote by show of hands, may require a ballot on any question at any time
before the termination of the meeting. A demand for a ballot may be withdrawn.

If at any meeting a ballot is to be taken, it shall be taken in such
manner and either at once or after adjournment as the chairman directs. The
result of a ballot shall be deemed to be a resolution of the meeting at which
the ballot was taken whether or not a vote on a show of hands had previously
been taken on the same question.

At all meetings of shareholders, every shareholder entitled to vote
thereat, whether present in person or by proxyholder, or, in the case of a body
corporate or association by a duly authorized representative, shall be entitled
to exercise the number of votes per share as is prescribed in the Articles;
however, if by virtue of the Act another scale of voting rights is fixed with
respect to a particular matter or to another class of shares, such scale of
voting shall be adopted.

The act of shareholders, their representatives or their proxyholders
casting a majority of the votes in respect of shares so represented shall be
the act of the shareholders, except where the affirmative vote of the
shareholders casting a greater majority than a simple majority is required by
the Act, or the Articles, or the By-laws of the Corporation.

Section 4.10      Electronic Voting by Shareholders.

Any vote at a meeting of the shareholders may be held, to the extent and
in the manner permitted by law, entirely by means of a telephonic, electronic
or other communication facility, if the Corporation makes available such a
communication facility.

Section 4.11      Voting while Participating Electronically.

Any person participating in a meeting of shareholders by electronic means
as provided in Section 4.4 and entitled to vote at that meeting may vote, to
the extent and in the manner permitted by law, by means of the telephonic,
electronic or other communication facility that the Corporation has made
available for that purpose.

Section 4.12      Procedure at Meeting.

The chairman of any meeting of shareholders shall conduct the procedure
thereat in all respects and shall be entitled to take decisions on all matters,
including, but without in any way limiting the generality of the foregoing, any
question regarding the validity or invalidity of any proxy.

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A declaration by the chairman at any meeting that a resolution has been
carried or carried unanimously or carried by any particular majority or lost or
not carried by a particular majority shall be prima facie evidence of the fact.

Section 4.13      Scrutineers.

The chairman of any meeting of shareholders may appoint up to two persons,
who may but need not be directors, officers, employees or shareholders of the
Corporation, to act as scrutineers at such meeting.

Section 4.14      Subsequent Transferees.

Every person who, by operation of law, transfer or other means whatsoever,
shall become entitled to any share, shall be bound by every notice in respect
of such share which, prior to his name and address being entered on the
register, shall be given to the person whose name appears on the register at
the time such notice is given.

Section 4.15      Signed Resolution.

Except in cases prohibited by law, 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.

A copy of every resolution referred to in the preceding paragraph shall be
kept with the minutes of the meeting of shareholders.

ARTICLE 5
DIVIDENDS AND RIGHTS

Section 5.1      Dividends.

Subject to the Act and the Articles, the Board may from time to time
declare dividends payable to the shareholders according to their respective
rights and interests in the Corporation. Dividends may be paid in money or in
property or by issuing fully paid shares of the Corporation. Any dividend
unclaimed after a period of 6 years from the date on which it was declared to
be payable shall be forfeited and shall revert to the Corporation.

Section 5.2      Entitlement to Dividends upon Transfer.

Transfers of shares shall not transfer the right to dividends declared
thereon before the registration of the transfer thereof. In the event that more
than one person is registered as the joint holder of any share, any one of such
persons may effectively waive or transfer the right to receive dividends in
respect of such share.

Section 5.3      Dividend Cheques.

A dividend payable in money may be paid in Canadian dollars or in any
equivalent amount in any other currency, at the discretion of the Board, and
shall be paid by cheque to the

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order of each registered holder of shares of the class or series in
respect of which the dividend has been declared. The cheque shall be mailed by
prepaid ordinary mail to the registered holder at such holders Recorded
Address, unless the holder otherwise directs.

In the case of joint holders, the cheque shall be made payable to the
order of all the joint holders unless the joint holders otherwise direct and,
if more than one address is recorded in the Corporations securities register
in respect of such joint holding, the cheque shall be mailed to the first
address so appearing.

Unless the cheque is not paid on due presentation, the mailing of a
dividend cheque shall satisfy and discharge the Corporations 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.

Section 5.4      Non-Receipt or Loss of Cheque.

In the event of non-receipt of any dividend cheque by the person to whom
the cheque is sent, the Corporation shall issue 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.

Section 5.5      Record Date for Dividends and Rights.

Subject to the provisions of any applicable securities legislation, 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 right to
subscribe for securities of the Corporation, as a record date for the
determination of the persons entitled to receive payment of the dividend or to
exercise the right to subscribe for those securities.

Notice of any such record date shall be given not fewer than 7 days before
the record date in the manner provided by the Act. If no such record date is
fixed, such record date shall be at the close of business on the day on which
the resolution relating to the dividend or right to subscribe is passed by the
Board.

ARTICLE 6
DIRECTORS

Section 6.1     Board of Directors.

Where the Articles provide that the Board shall consist of a fixed number
of directors, the Board shall consist of the number fixed within the said
Articles. Where the Articles of the Corporation provide for a minimum and
maximum number of directors, the Board for the time being shall consist of that
number of directors elected by the shareholders at the preceding meeting in
accordance with the provisions of the law. The number of members of the Board
may be changed, within the limits permitted by the Act and the Articles, by a
resolution of the Board or a resolution of the shareholders.

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Section 6.2     Election and Term of Office.

Directors shall be elected by the shareholders by ordinary resolution. A
vote by ballot shall not be necessary for the election of the directors of the
Corporation unless it is required by someone present and entitled to vote at
the meeting at which such election takes place. Subject to the provisions of
the Articles and except where a director has been elected for an expressly
stated term, a directors term of office shall be from the date of the meeting
at which he is elected or appointed until the close of the next annual meeting
of shareholders at which an election of directors takes place or until his
successor is elected or appointed.

The office of a director shall be automatically vacated:



| | (a) |  | if he dies;                                                
| | --- |  | -----------------------------------------------------------
|
| | (b) |  | if he is removed or disqualified as provided for by law; or
|
| | (c) |  | if he resigns his office.                                  

Except as otherwise required by law, a vacancy among directors may be
filled by a person appointed by the director(s), who were elected by the same
shareholders as the director to be replaced, if any, and in the absence of any
such directors, by the shareholders who appointed the director to be replaced.
The successor director shall be appointed for the balance of the term of the
director so replaced.

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 a
bankrupt. A director need not be a shareholder. A majority of the directors
shall be resident Canadians, unless otherwise permitted by law. A retiring
director, if otherwise qualified, shall be eligible for re-election.

Section 6.3     Meetings and Notices.

Immediately after the annual meeting of shareholders in each year, a
meeting of the directors who are then present shall be held without further
notice, provided a quorum is present, for the appointment of the officers of
the Corporation; such meeting may transact such other business as may come
before it.

Meetings of the Board may be called by or by the order of the chairman of
the Board, the president, a vice-president if he is also a director, or any two
directors and may be held at any place within or outside of Canada. Notice
specifying the place, date and time of each such meeting shall be given to each
director in the manner prescribed in Article 13 at least 48 hours prior to the
date and time fixed for such meeting, or in case of emergency at least 12 hours
prior to the time fixed for the meeting. If the address of any director does
not appear in the records of the Corporation, then such notice may be sent as
aforesaid to such address as the person sending the notice may consider to be
most likely to reach such director promptly.

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The Board may from time to time provide for the holding of regular
meetings of the Board at such place, within or without Canada, with or without
notice, as may be determined by resolution.

A notice of a meeting of directors shall specify any matter referred to in
subsection 115(3) of the Act that is to be dealt with at the meeting but
otherwise need not specify the purposes for which it is called or the nature of
the business to be transacted at such meeting.

No notice of the date, time and place of any meeting of the Board need be
given to any director who waives notice thereof, either in writing by
Electronic Document before or after the holding thereof or who is present
thereat; nevertheless, a directors presence at such meeting shall not
constitute a waiver of notice if the director so attends for the express
purpose of objecting to the transaction of any business on the grounds that not
lawfully called.

It is not necessary to give notice of the reconvening of an adjourned
meeting if the date, time and place of the reconvening of this meeting is
announced at the original meeting.

Section 6.4     Meetings by Communications Facilities.

A director may, to the extent and in the manner permitted by law,
participate in a meeting of directors or of a committee of directors by means
of telephonic, electronic or other communication facility that permits all
participants to communicate adequately with each other during the meeting, but
only if all the directors of the Corporation have consented to that form of
participation. A director participating in such a meeting by such means is
deemed for the purposes of the Act to be present at that 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 held while a director holds office.

Section 6.5     Quorum.

A majority of the number of directors of which the Board consists shall
constitute a quorum for a meeting of the Board. Notwithstanding any vacancy
among the directors, a quorum may exercise all the powers of the directors
provided, however, that no business shall be transacted at a meeting of
directors unless a majority of directors present are resident Canadians. If a
quorum is present at the opening of a Board meeting, the Board may proceed with
the business of the meeting, notwithstanding the fact that a quorum is not
present throughout the meeting.

Section 6.6     Voting.

Questions arising at any meeting of the directors shall be decided by a
majority of the votes of those present.

Section 6.7     Remuneration.

The remuneration to be paid to the directors shall be fixed by the Board
from time to time. The directors may also be paid such traveling and other
expenses properly incurred by

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them in connection with the business and affairs of the Corporation as may
be determined by resolution of the Board.

Section 6.8     Signed Resolutions.

A resolution in writing signed by all the directors entitled to vote on
that resolution at a meeting of the Board is as valid as if it had been passed
at a meeting of the Board.

A copy of every resolution referred to in the preceding paragraph shall be
kept with the minutes of the meetings of the Board.

Section 6.9     Powers of Directors.

The Board shall supervise the management of the business and affairs of
the Corporation and shall exercise all such powers and authority as the
Corporation is authorized to exercise by the Act, the Articles or the By-laws
and which are not by the Act, the Articles or the By-laws required to be
exercised exclusively by the shareholders or with their consent.

Notwithstanding that it be afterwards discovered that there was some
defect or irregularity in the election of the Board or in the election of any
person acting as director or in his qualification, all acts of the Board or of
any person acting as director shall be as valid and binding upon the
Corporation as if every such Board or person had been duly elected and had been
qualified.

Section 6.10     Power to Allot Stock and Grant Options.

Subject to the Articles or any other by-law restricting the allotment and
issue of the shares of the capital stock of the Corporation, the Board may,
from time to time, accept subscriptions, allot, issue, grant options or
otherwise dispose of the whole or any part of the unissued shares of the
Corporation to such persons, on such terms and conditions and for such
consideration and in such manner not contrary to law, the Articles or By-laws
as the Board thinks fit.

Section 6.11     Chairman of the Board.

The Board may from time to time appoint a chairman of the Board who may or
may not be an officer of the Corporation.

The chairman of the Board shall preside at all meetings of the Board and
shall exercise such other powers and authority and perform such other duties
which the Board may from time to time prescribe.

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ARTICLE 7
OFFICERS

Section 7.1     Officers.

The Board may from time to time appoint a president, a chief executive
officer, a chief financial officer, one or more vice-presidents (to which title
may be added words indicating seniority or function), a secretary, a treasurer,
one or more assistant-secretaries or assistant-treasurers and such other
officers as the Board may from time to time deem necessary to appoint. Subject
to those powers which, by law, may only be exercised by the Board, the
president and if appointed, the other officers of the Corporation, shall
respectively exercise such powers and authority and shall perform such duties,
in addition to those specified in this By-law, as may from time to time be
prescribed by the Board. The Board may vary, add to or limit the powers and
duties of any officer. The same person may hold two or more of the offices in
the Corporation. None of the officers of the Corporation need be directors of
the Corporation. 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 otherwise directs.

The Board may also from time to time appoint other agents, attorneys,
officers or employees of the Corporation within or outside Canada, who may be
given such titles and who shall exercise such powers and authority (including
the power of sub-delegation) and perform such duties of management or
otherwise, as the Board or the president may from time to time determine.

In case of the absence of any officer or employee of the Corporation, or
for any other reason that the Board may deem sufficient, the Board may delegate
for the time being the powers and authority of such officer or employee to any
other officer or employee or to any director of the Corporation.

Section 7.2     President.

The president, subject to the control of the Board, shall supervise,
administer and manage the business and affairs of the Corporation generally.
The president shall also preside at all meetings of the Board in the event of
the absence, inability or failure of the chairman of the Board to so act. The
president shall exercise such other powers and authority and perform such other
duties as may from time to time be prescribed by the Board.

Section 7.3     Chief Executive Officer.

The chief executive officer shall manage the operations of the Corporation
generally, and shall exercise such other powers and authority and perform such
other duties as may from time to time be prescribed by the Board.

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Section 7.4     Chief Financial Officer.

The chief financial officer shall manage the finances of the Corporation
generally, and shall exercise such other powers and authority and perform such
other duties as may from time to time be prescribed by the Board.

Section 7.5     Vice-President.

The vice-president, or if more than one, the vice-presidents, shall
exercise such powers and authority and perform such duties as may from time to
time be prescribed by the Board or by the president.

Section 7.6     Secretary.

The secretary (or any other officer designated by the chairman of the
Board) shall attend to the giving of all notices of the Corporation. The
secretary (or any other officer designated by the chairman of the Board) shall
keep the minutes of all meetings of the Board, all the committees of the Board
and the shareholders in a book or books to be kept for that purpose. The
secretary shall keep in safe custody the corporate seal of the Corporation.
The secretary shall have charge of the records of the Corporation including
records containing the names and addresses of the members of the Board,
together with copies of all reports made by the Corporation and such other
records and papers as the Board may direct. The secretary shall be responsible
for the keeping and filing of all records, reports, certificates and all other
documents required by law to be kept and filed by the Corporation. The
secretary shall be subject to the control of the president and shall exercise
such other powers and authority and perform such other duties as may from time
to time be prescribed by the Board or by the president.

Section 7.7     Treasurer.

The treasurer shall have general charge of the finances of the
Corporation. The treasurer shall deposit all moneys and other valuable effects
of the Corporation in the name and to the credit of the Corporation in such
banks or other depositories as the Board may from time to time designate; the
treasurer shall render to the president and to the Board, whenever so directed,
an account of the financial situation of the Corporation and of all
transactions effected as treasurer; as soon as possible after the close of each
fiscal year the treasurer shall prepare and submit to the president and to the
Board a like report for such fiscal year. The treasurer shall have charge and
custody of and be responsible for the keeping of the books of account. The
treasurer shall be subject to the control of the president and shall exercise
such other powers and authority and perform such other duties as may from time
to time be prescribed by the Board or by the president.

Section 7.8     Powers of Officers.

Notwithstanding that it be afterwards discovered that there was some
defect or irregularity in the election of the Board or in the appointment of
any person acting as officer or in his qualification, all acts of the Board or
of any person acting as officer shall be as valid and

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binding upon the Corporation as if every such Board or person had been duly
appointed and had been qualified.

Section 7.9     Removal and Discharge.

The Board may remove any officer with or without cause at any time. Any
agent or employee who is not an officer of the Corporation may be discharged by
the president with or without cause at any time.

Section 7.10     Remuneration.

The remuneration, if any, to be paid to officers appointed by the Board
shall be fixed from time to time by a resolution of the Board.

ARTICLE 8
COMMITTEES

Section 8.1     Election.

The Board may, from time to time, appoint from among the directors on the
Board, members of committees of the Board, however designated, containing such
proportion of Canadian residents as may be required by law.

Section 8.2     Chairman, Quorum and Procedure.

Any committee of the Board shall have power to appoint a chairman and a
vice-chairman, to fix its quorum, which quorum shall consist of not less than a
majority of its members, and to determine its procedure.

Section 8.3     Secretary.

The secretary of the Corporation shall act as secretary of each committee
of the Board unless some other secretary be appointed by the committee.

Section 8.4     Powers.

The Board may delegate to any committee of the Board any of the powers of
the Board except those which by the Act a committee of the Board has no
authority to exercise.

Section 8.5     Proceedings Open to the Board.

Subject to any restriction issued by a government or regulatory authority,
all proceedings of committees of the Board shall be open to the examination of
the Board and shall be reported to the Board if and when the Board so directs.

Section 8.6     Meetings.

Meetings of committees of the Board may be held at the registered office
of the Corporation or at such other place within or outside Canada as a
committee may from time to

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time determine. Meetings of a committee may be called by or by the order
of the president, the chairman of the committee, the chairman of the Board or
any two members thereof.

Section 8.7     Signed Resolutions.

A resolution in writing signed by all the members of a committee of the
Board entitled to vote on that resolution at a meeting of the committee of the
Board is as valid as if it had been passed at a meeting of the committee of the
Board.

A copy of every resolution referred to in the preceding paragraph shall be
kept with the minutes of the meetings of the committee of the Board.

Section 8.8      Remuneration.

The members of a committee of the Board shall be entitled to receive such
remuneration for their services as members of the committee as the Board may
from time to time determine.

Section 8.9     Removal and Replacement.

The Board may from time to time remove any member of a committee of the
Board from office.

The Board may also from time to time fill any vacancy which may occur in
the membership of a committee.

ARTICLE 9
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

Section 9.1     Liability.

No director or officer shall be liable for the acts, receipts, neglects or
defaults of any other director, officer or employee of the Corporation, or for
joining any receipt of other act for conformity, or for any loss, damage or
expense happening to the Corporation through the insufficiency or deficiency of
title to any property acquired for or on behalf of the Corporation, or for the
insufficiency or deficiency of any security in or upon which any of the moneys
of the Corporation shall be invested, or for any loss or damage arising from
the bankruptcy, insolvency or tortuous acts of any person with whom any of the
moneys, securities or effects of the Corporation shall be deposited, or for any
loss occasioned by any error of judgment or oversight on his part, or for any
other loss, damage or misfortune 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.

Section 9.2     Indemnity.

Subject to the limitations provided by law, 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
Corporations request as a director or officer or an individual acting in a

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similar capacity, of another entity (as such term is defined in the Act)
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment and including attorneys fees, reasonably incurred
by him in respect of any civil, criminal or administrative action or proceeding
to which he is made a party because of that association with the Corporation or
other entity, if:



|(1) |  | he 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 interest of the other
entity for which the individual acted as a director or officer or in a
similar capacity at the Corporations request; and
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | 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.                                                                                                

The Corporation shall advance the necessary moneys to a director, officer
or other individual for the costs, charges and expenses (including attorneys
fees) for an action or a proceeding referred to previously. The individual
shall repay the moneys if the individual does not fulfill the previously named
conditions.

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 indemnify to claim indemnity apart
from the provisions of this By-law.

Section 9.3     Insurance.

The Corporation may purchase and maintain insurance for the benefit of any
person referred to in Section 9.1, above, against such liability as the Board
may from time to time determine, and as permitted by law.

ARTICLE 10
SHARE CAPITAL

Section 10.1     Security Certificates and Stock Transfers.

Certificates representing securities in the capital of the Corporation
shall bear the signature of the chairman, the president or a vice-president and
the secretary or assistant-secretary. The signature of the chairman, the
president or vice-president may be engraved, lithographed or otherwise
mechanically reproduced thereon and, should the Corporation have appointed a
transfer agent, the signature of the secretary or assistant-secretary may also
be engraved, lithographed or otherwise mechanically reproduced. Any
certificates bearing the facsimile reproduction of the signatures of such
authorized officers shall be deemed to have been manually signed by them and
shall be as valid to all intents and purposes as if it had been so manually
signed notwithstanding that the persons whose signatures are so reproduced
shall have ceased to be officers of the Corporation on the date of such
certificate or at the time that it is issued. Unless required by the rules of
any stock exchange on which the securities of the Corporation are listed it
shall not be necessary to affix the corporate seal of the Corporation to a
share certificate. Each certificate must carry all notations required by law
and be countersigned by one of the transfer agents and registrar of the
Corporation.

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Section 10.2     Securities Register.

A central securities register shall be maintained by the Corporation or
its agent at the registered office or at any other place in Canada designated
by the Board. The Board may, from time to time, provide that one or more
branch securities registers shall be maintained at such places within Canada or
elsewhere, as may be designated by a resolution and may appoint officers or
agents to maintain the same and to effect and record therein transfers of
securities in the capital of the Corporation.

Section 10.3     Transfer Agents and Registrars.

Agents of the Corporation charged with the maintenance of the central or
branch securities registers may be designated as transfer agents and/or
registrars of transfers, according to their functions. The Board may at any
time terminate the appointment of such transfer agents and/or registrars.

Section 10.4     Record Date and Closing of Books.

Subject to compliance with the Act, with any other applicable law and with
the rules of any stock exchange on which the securities of the Corporation are
listed, the Board may fix in advance, by resolution, a date not exceeding 60
days preceding the date for payment of a dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
shares of the share capital of the Corporation shall go into effect, as the
record date for the determination of the shareholders entitled to receive
payment of such dividend, the allotment of such rights or the exercise of such
rights in respect of such change, conversion or exchange of the share capital
of the Corporation with the effect that only the shareholders of record on the
date so fixed by the Board shall be entitled to receive payment of such
dividend, or allotment of rights, or to exercise such rights, as the case may
be, notwithstanding a transfer of any shares on the books of the Corporation
after such record date.

Section 10.5     Lost and Destroyed Certificates.

The Board may, upon such terms and conditions as to indemnity and
otherwise as they may deem advisable, direct that a new certificate or
certificates of securities be issued to replace any certificate or certificates
of securities previously issued by the Corporation that have been worn out,
lost, stolen or destroyed. The Board, when authorizing the issue of such new
certificate or certificates, may, in its discretion, and as a condition
precedent thereto, require the owner of such worn-out, lost, stolen or
destroyed certificate or his legal representatives to give to the Corporation
or to the transfer agent or transfer agents and to such registrar or
registrars, as may be authorized or required to countersign such new
certificate or certificates, a bond in such sum as they may direct, as
indemnity against any claim that may be made against them or either of them for
or in respect of the securities represented by such certificates alleged to
have been worn out, lost, stolen or destroyed.

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ARTICLE 11
FISCAL YEAR AND AUDIT

Section 11.1     Fiscal Year.

The period for the fiscal year of the Corporation shall be determined from
time to time by the Board.

Section 11.2     Audit.

The shareholders, at each annual meeting, shall appoint an auditor or
auditors to hold office until the next annual meeting and until the appointment
of his or their successor or successors, unless he or they resign or his or
their office becomes vacant by his or their death, if applicable. At least
once in every fiscal year, such auditor or auditors shall examine the accounts
of the Corporation and the financial statements to be presented at the annual
meeting, and shall report thereon to the shareholders.

ARTICLE 12
CORPORATION REPRESENTATION FOR CERTAIN PURPOSES

Section 12.1     Declaration.

The president, any vice-president, the chief executive officer, the chief
financial officer, the secretary, the assistant-secretary and the treasurer or
any one of them or any other officer or person thereunto authorized by the
Board is authorized and empowered to make answer for the Corporation to all
writs, orders and interrogatories upon articulated facts issued out of any
Court, to answer and/or oppose for and on behalf of the Corporation all
seizures and to declare for and on behalf of the Corporation to writs of
attachment by way of garnishment in which the Corporation is garnishee, to make
all affidavits and sworn declarations in connection therewith or in connection
with any judicial proceedings to which the Corporation is a party, to make
petitions for winding-up, sequestration or bankruptcy against any debtor of the
Corporation, to attend and vote at all meetings of creditors of the
Corporations debtors and to grant proxies in connection therewith.

Section 12.2     Representation at Meetings.

Subject to the provisions of any other by-law of the Corporation, the
president, any vice-president, the chief executive officer, the chief financial
officer, the secretary, the assistant-secretary and the treasurer, or any one
of them or any other officer or person thereunto authorized by the Board shall
represent the Corporation, attend and vote at any meeting of shareholders or
members of any firm, company, corporation or syndicate in which the Corporation
holds shares or is otherwise interested, and any action taken and/or vote cast
by them or one of them at any such meeting shall be deemed to be the act and/or
vote of the Corporation.

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Any two of the president, any vice-president, the chief executive officer,
the chief financial officer, the secretary, the assistant-secretary and the
treasurer shall moreover be empowered to authorize any person (whether an
officer of the Corporation or not) to attend, vote and otherwise act at all
meetings of shareholders or members of any firm, company, corporation or
syndicate in which the Corporation holds shares or is otherwise interested, and
for this purpose, such officers shall be authorized to execute and to deliver
from time to time for and on behalf and in the name of the Corporation a proxy
in such form and terms as such officers see fit, including therein, but without
in any way limiting or restricting the generality of the foregoing, provision
for the appointment of a substitute proxyholder and the revocation of all
proxies given by the Corporation prior thereto with respect to any such
meeting.

ARTICLE 13
NOTICES

Section 13.1     Method of Giving Notices.

Any notice (which term includes any communication or document) to be given
(which term includes sent, delivered or served) pursuant to the Act, the
Articles, the By-laws or otherwise to a shareholder, director, officer or
auditor of the Corporation shall be sufficiently given if, (i) delivered
personally to such person, (ii) mailed by prepaid mail to such person at such
persons Recorded Address, (iii) sent to such person at such persons Recorded
Address by any means of prepaid transmitted or recorded communication, or (iv)
provided as an Electronic Document to the Information System of that person.

A notice which is delivered personally is deemed to be given when
received. A notice which is mailed is deemed to have been given on the third
day after the notice is deposited in a post office or public letter box. A
notice sent by any means transmitted or recorded communication or provided as
an Electronic Document shall be deemed to have been sent when dispatched by the
Corporation if it uses its own facilities or Information System and otherwise,
when delivered to the appropriate communication company or its representatives
for dispatch.

The secretary may change, or cause to be changed, the Recorded Address,
including the Information System of any shareholder, director, officer or
auditor in accordance with any information believed by the secretary to be
reliable.

A certificate of any officer, in office at the time of making the
certificate, or agent of the Corporation, as to the facts in relation to the
giving of any notice or the publication of any notice shall be conclusive
evidence thereof and shall be binding on every person entitled to receive
notice thereof.

The signature of any director or officer to any notice may be written,
printed or otherwise mechanically reproduced.

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Section 13.2     Notice by Electronic Document.

A requirement under the Act or this By-law to provide a person with a
notice, document or other information is not satisfied by the provision of an
Electronic Document unless:



| | (a) |  | the addressee has consented, in the manner prescribed under
the Act, and has designated an Information System for the receipt of
the Electronic Document;             
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the Electronic Document is provided to the designated
Information System, unless otherwise prescribed in the Act;                                                     
|
| | (c) |  | the Act has been complied with;                                                                                                                                       
|
| | (d) |  | the information in the Electronic Document is accessible by
the sender so as to be usable for subsequent reference; and                                               
|
| | (e) |  | the information in the Electronic Document is accessible by
the addressee and capable of being retained by the addressee, so as
to be usable for subsequent reference.

An addressee may revoke consent to receive Electronic Documents in the
manner prescribed in the Act.

A requirement under the Act for one or more copies of a document to be
provided to a single addressee at the same time is satisfied by the provision
of a single version of the Electronic Document. A requirement under the Act to
provide a document by registered mail is not satisfied by the sending of an
Electronic Document unless prescribed under the Act.

Section 13.3     Signatures by Electronic Document.

A requirement under the Act for a signature or for a document to be
executed, except with respect to a statutory declaration or an affidavit, is
satisfied if, in relation to an Electronic Document, the requirements
prescribed under the Act are met and if the signature results from the
application by a person of technology or a process that permits the following
to be proven:



| | (a) |  | the signature resulting from the use by a person of the
technology or process is unique to the person;                                  
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the technology or process is used by a person to incorporate,
attach or associate the persons signature to the Electronic
Document; and
|
| | (c) |  | the technology or process can be used to identify the person
using the technology or process.                                           

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Section 13.4     Notice to Joint Shareholders.

If two or more persons are registered as joint holders of any share, any
notice may be addressed to all such joint holders, but notice addressed to one
of those persons shall be sufficient notice to all such persons.

Section 13.5     Computation of Time.

In computing the period of days when notice must be given under any
section of this By-law requiring a specified number of days notice of any
meeting or other event, the period shall commence on the day following the
sending of such notice and shall terminate at midnight of the last day of the
period, except that if the last day of the period falls on a non-business day,
the period shall terminate at midnight on the day next following that is not a
non-business day.

Section 13.6     Undelivered Notices.

If any notice given to a shareholder pursuant to Section 4.5 is returned
on three consecutive occasions because the shareholder cannot be found, the
Corporation shall not be required to give any further notices to that
shareholder until the Corporation is informed in writing of the shareholders
new address.

Section 13.7     Omissions and Errors.

The accidental omission to give any notice to any shareholder, director or
officer, auditor or the non-receipt of any notice by any such person or any
error in any notice not affecting the substance of the notice shall not
invalidate any action taken at any meeting held pursuant to the notice, or
otherwise founded thereon.

ARTICLE 14
MISCELLANEOUS

Section 14.1     Conflict Rule.

This By-law is made pursuant to and should be read in conjunction with the
Act. If there is any conflict between this By-law or the Articles and the Act,
the Act shall govern. If there is any conflict between this By-law and the
Articles, the Articles shall govern.

Section 14.2     Execution of Instruments.

Contracts, deeds, transfers, assignments, obligations, certificates,
discharges and other instruments may be signed on behalf of the Corporation by
the president, the chief financial officer, the secretary or the assistant
secretary. 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.

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Section 14.3     Banking Arrangements

The banking business of the Corporation including, without limitation, the
borrowing of money and the giving of security therefor, shall be transacted
with such banks, trust companies or other bodies corporate or organizations as
may from time to time be designated by the Board. Such banking business or any
part thereof shall be transacted under such agreements, instructions and
delegations of powers as the Board may prescribe.

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CERTIFICATE

CERTIFIED TRUE COPY of By-Law No. 2003-1 of MICROCELL TELECOMMUNICATIONS INC.,
which by-law is still in force, without modification at the date of the present
certificate.

SIGNED, in Montreal, May 1, 2003.

Jocelyn Côté, Vice-President Legal Affairs

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