BY-LAW NO. 1A

A  by-law  relating  generally to the transaction of business and affairs of NRT
RESEARCH  TECHNOLOGIES  INC.

                               CONTENTS
                               --------

               One     -  Interpretation
               Two     -  Business  of  the  Corporation
               Three   -  Borrowing  and  Security
               Four    -  Directors
               Five    -  Committees
               Six     -  Officers
               Seven   -  Protection  of  Directors,  Officers  and
                          Others
               Eight   -  Shares
               Nine    -  Dividends  and  Rights
               Ten     -  Meetings  of  Shareholders
               Eleven  -  Notices
               Twelve  -  Effective  Date

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

                                SECTION  ONE
                               INTERPRETATION

1.01     Definitions

         In the by-laws of the Corporation, unless the context
otherwise requires:
"Act"  means  the Business Corporations Act, 1982 (Ontario), or any statute that
may  be  substituted  therefor,  as  from  time  to  time  amended;
"appoint"  includes  "elect"  and  vice  versa;
"articles"  means  the  articles  on  which  is  endorsed  the  certificate  of
incorporation  of  the  Corporation  as  from  time to time amended or restated;
"board"  means  the board of directors of the Corporation and "director" means a
member  of  the  board;
"by-laws" means this by-law and all other by-laws of the Corporation from time
to time  in  force  and  effect;  "cheque"  includes  a  draft;
"Corporation"  means  the  corporation  incorporated  under  the Act by the said
certificate endorsed on the articles and named "NRT RESEARCH TECHNOLOGIES INC.";


                                                                          ... 2/


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                                   - 2 -

"meeting  of  shareholders"  includes  the  annual meeting of shareholders and a
special  meeting of shareholders; and "special meeting of shareholders" includes
a  meeting  of any class or classes of shareholders and a special meeting of all
shareholders  entitled  to  vote  at  an  annual  meeting  of  shareholders; and
"recorded  address"  has  the  meaning  set  forth  in  section
11.08.

Save as aforesaid, words and expressions defined in the Act, including "resident
Canadian"  have  the same meaning when used herein. Words importing the singular
gender  include  the  plural  and vice versa; words importing gender include the
masculine,  feminine and neuter genders; and words importing a person include an
individual,  sole  proprietorship,  partnership,  unincorporated  association,
unincorporated  syndicate,  unincorporated  organization, trust, body corporate,
and  a  natural  person  in his capacity as trustee, executor, administrator, or
other  legal  representative.


                                SECTION  TWO
                      BUSINESS  OF  THE  CORPORATION


2.01     Registered  Office
         The registered office of the  Corporation  shall be at the place within
Ontario from time to time specified in the articles and at such location therein
initially  as  is specified in the articles and thereafter as the board may from
time  to  time  determine.


2.02     Corporate  Seal
         The Corporation may, but need not have, a corporate seal and if one is
adopted  it  shall  be  in  a  form  approved  from  time  to time by the board.

2.03     Financial  Year
         Until changed by the board, the financial year of the Corporation shall
end on  the  last  day  of  March  in  each  year.


                                                                          ... 3/


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                                      - 3 -


2.04     Execution of Instruments
         Deeds,  transfers, assignments,  contracts, obligations,  certificates
and other instruments may be signed on behalf of the Corporation by two persons,
one  of  whom  holds  the  office  of  chairman of the board, managing director,
president,  vice-president  or is a director and the other of whom is a director
of  holds  one  of  the  said  offices  or  the  office of secretary, treasurer,
assistant secretary or assistant treasurer or any other office created by by-law
or  by  the board.  In addition, the board or the said two persons 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  officers  may  affix the corporate seal to any instrument requiring the
same.


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


2.06     Voting Rights in Other Bodies Corporate
         The signing officers of the Corporation under section 2.04 may  execute
and deliver proxies and arrange for the issuance of voting certificates or other
evidence  of the right to exercise the voting rights attaching to any securities
held by the Corporation.  Such instruments shall be in favour of such persons as
may  be  determined  by  the  officers  executing or arranging for the same.  In
addition,  the  board  may from time to time direct the manner in which and the
persons  by  whom  any particular voting rights or class of voting rights may or
shall  be  exercised.


2.07     Divisions
         The  board may cause the business and operations of the Corporation  or
any  part  thereof  to  be  divided  into one or more divisions upon such basis,
including  without


                                                                          ... 4/


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                                    - 4 -

limitations  types  of business or operations, geographical territories, product
lines  or  goods or services, as may be considered appropriate in each case.  In
connection with any such divisions the board or, subject to the direction by the
board,  the  chief executive officer, may authorize from time to time, upon such
basis  as  may  be  considered  appropriate  in  each  cases:


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

     (b)  Name  -  the  designation  of  any  such  division or
          ----
          sub-unit  by,  and  carrying  on  of  the  business
          and  operations  of  any  such  division  or  sub-unit
          under,  a name other than the name of the Corporation;
          provided  that the Corporation shall  set out its name
          in  legible  characters in all places required by law;
          and


     (c)  Officers - the appointment of officers for any such division or
          --------
          sub-unit, the determination of their powers and duties, and the
          removal of any of such officers so appointed, provided that any
          such  officers  shall  not, as  such,  be  officers  of  the
          Corporation.

                                 SECTION  THREE
                            BORROWING  AND  SECURITY


3.01     Borrowing  Power
         Without  limiting  the  borrowing  powers of the Corporation as set
forth in the Act, but subject to 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  bonds,  debentures,  notes  or
          other evidences  of  indebtedness  or guarantee of the Corporation,
          whether secured or unsecured;

                                                                          ... 5/


<PAGE>
                                      -5-

     (c)  to  the  extent permitted by the directly or indirectly financial to
          any person  by  means  of  a  loan,  on  behalf  of  the  Corporation
          performance present Act,  give  assistance  a  guarantee  to  secure
          of any  or  future indebtedness,  liability  or  obligation  of  any
          person,  or  otherwise;  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 including
          book debts, rights, powers, franchises and undertakings, to secure any
          such  bonds,  debentures, notes or other evidences of indebtedness or
          guarantee  or  any  other  present or future indebtedness,  liability
          or  obligation of the Corporation.


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


3.02     Delegation
         Subject to the Act and the  articles,  the board may from time to time
delegate  to  a  committee  of  the  board,  a  director  or  any officer of the
Corporation  or any other person as may be designated by the board all or any of
the  powers  conferred on the board by section 3.01 or by the Act to such extent
and  in  such  manner as the board may determine at the time of such delegation.


                                SECTION  FOUR
                                   DIRECTORS

4.01  Number  of  Directors
      Until changed in accordance with the Act, the board shall consist of not
fewer that three and not more than the maximum number of directors provided in
the articles.

                                                                          ... 6/


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                                      -6-


4.02     Qualification
         No person shall be qualified for election or appointment as a director
if he is less than  18  years  of  age; if he is of unsound mind or incapable of
managing  his  affairs, 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.  At  least  one-third  of  the  directors  shall  not  be officers or
employees  of  the  Corporation  or  any  of  its  affiliates.

4.03     Election  and  Term
         The election of directors shall  take  place  at each annual meeting of
shareholders  and  all  the  directors  then  in  office  shall  retire  but, if
qualified, shall be eligible for re-election.  Subject to the Act, the number of
directors  to  be  elected  at any such meeting shall be the number of directors
determined from time to time by special resolution or, if the special resolution
empowers  the  directors  to  determine  the number, by resolution of the board.
Where the shareholders adopt an amendment to the articles to increase the number
or  minimum  number  of directors, the shareholders may, at the meeting at which
they  adopted the amendment, elect the additional number of directors authorized
by  the  amendment.  The  election  shall  be by resolution, or if demanded by a
shareholder  or  a  proxyholder,  by ballot.  If an election of directors is not
held  at the proper time, the incumbent directors shall continue in office until
their  successors  are  elected.

4.04     Removal  of  Directors
         Subject to the Act, the shareholders may by ordinary resolution passed
at an annual or special meeting of shareholders remove any directors from office
and  the  vacancy  created  by  such  removal may be filled at the same meeting,
failing  which  it  may  be  filled  by  the  board.

4.05     Vacation  of  Office
         A director ceases to hold office when he dies; he is removed from
office by the shareholders; he ceases to  be  qualified  for  election  as  a
director; or his written resignation is received by the  Corporation,  or,  if
a time is specified in such resignation, at the time so specified, whichever
is  later.

                                                                          ... 7/


<PAGE>
                                       -7-

4.06     Vacancies
         Subject to the Act, a quorum of the board may fill a vacancy in the
board, except a vacancy resulting from an increase in the number or minimum
number of directors or from a failure of the shareholders to elect the number
or minimum number  of  directors.

4.07     Action  by  the  Board
         The board shall manage or supervise the management of the business and
affairs  of  the  Corporation.  The  powers  of  the board may be exercised at a
meeting  (subject  to sections 4.08 and 4.09) at which a quorum is present or by
resolution  in  writing  signed  by  all  the directors entitled to vote on that
resolution  at  a  meeting of the board.  Where there is a vacancy in the board,
the  remaining  directors  may exercise all the powers of the board so long as a
quorum  remains  in  office.

4.08     Canadian  Majority  at  Meetings
         The board shall not transact business at a meeting, other than filling
a vacancy in the board, unless a majority of the directors present are resident
Canadians, except where:

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

         (b)     a majority of resident Canadians would have  een present had
                 that director  been  present  at  the  meeting.

4.09     Meeting  by  Telephone
         If all of the directors of the Corporation consent thereto generally or
in respect  of  a particular meeting, a director may participate in a meeting of
the board or  of a committee of the board by means of such telephone, electronic
or other communications facilities as  permits  all persons participating in the
meeting  to  communicate with each other simultaneously and instantaneously, and


                                                                          ... 8/


<PAGE>
                                    -8-


a director participating in such a meeting by such means is deemed to be present
at  the  meeting.  Any  such  consent shall be effective whether given before or
after  the  meeting  to  which  it  relates and may be given with respect to all
meetings  of  the  board  and  of  committees  of  the  board.

4.10     Place  of  Meetings
         Meetings  of  the  board  may  be  held  at any place within or outside
Ontario and in any  financial year of the Corporation a majority of the meetings
need not be  held  in  Canada.

4.11     Calling  of  Meetings
         Meetings  of the board shall be held from time to time at such time and
at such place  as  the  board, the chairman of the board, the managing director,
the president  or  any  two  directors  may  determine.

4.12     Notice  of  Meeting
         Notice of the time and place of each meeting  of  the  board  shall  be
given in the manner provided in Section Eleven to each director not less than 48
hours  before the time when the meeting is to be held.  A notice of a meeting of
directors  need  not  specify the purpose of or the business to be transacted at
the  meeting  except  where  the  Act  requires  such purpose or business or the
general  nature  thereof  to  be  specified.

4.13     First  Meeting  of  a  New  Board
         Provided  a  quorum  of  directors is present, each newly elected board
may without notice hold its first  meeting  immediately following the meeting of
shareholders  at  which  such  board  is  elected.

4.14     Adjourned  Meeting
         Notice of an adjourned meeting of the board is not required if the time
and place of the adjourned  meeting  is  announced  at  the  original  meeting.

4.15     Regular  Meetings
         The board may appoint a day or days in any month or months for regular
meetings of the board at a place and hour to be named.  A copy of any resolution
of  the

                                                                          ... 9/


<PAGE>
                                       -9-

board  fixing  the place and time of such regular meetings shall be sent to each
director forthwith after being passed, but no other notice shall be required for
any  such  regular  meeting except where the Act requires the purpose thereof or
the  business  to  be  transacted  thereat  to  be  specified.

4.16    Chairman
        The chairman of any meeting of the board shall be the first mentioned of
such  of the following officers as have been appointed and who is a director and
is  present  at  the  meeting:  chairman  of  the  board,  managing  director or
president.  If  no  such  officer is present, the directors present shall choose
one  of  their  number  to  be  chairman.

4.17    Quorum
        Subject  to  section 4.08, the quorum for the transaction of business at
any  meeting  of  the  board  shall  be two-fifths of the number of directors or
minimum  number  of  directors,  as  the  case may be, or such greater number of
directors  as  the  board  may  from  time  to  time  determine.

4.18    Votes  to  Govern
        At  all  meetings  of  the  board  every  question shall be decided by a
majority of the votes cast on the question.  In case of an equality of votes the
chairman of the meeting shall be entitled  to  a  second  or  casting  vote.

4.19     Conflict  of  Interest
         A director who is a party to, or who is a director or officer of or has
a material interest in  any  person  who  is  a party to, a material contract or
transaction  or  proposed  material contract or transaction with the Corporation
shall  disclose  to the Corporation the nature and extent of his interest at the
time  and  in the manner provided by the Act.  Such a director shall not vote on
any  resolution  to  approve  the  same  except  as  provided  by  the  Act.

4.20     Remuneration  and  Expenses
         The  directors  shall  be  paid such remuneration for their services as
the board may from time to time determine.  The directors shall also be entitled
to be reimbursed for  traveling  and  other  expenses  properly incurred by them


                                                                         ... 10/


<PAGE>
                                     -10-

in  attending  meetings  of  the board or any committee thereof.  Nothing herein
contained  shall preclude any director from serving the corporation in any other
capacity  and  receiving  remuneration  there  for.


                            SECTION  FIVE
                              COMMITTEES

5.01      Committees  of  the  Board
          The  board may appoint from their number one or more committees of the
board,  however designated, and delegate to any such committee any of the powers
of  the  board  except  those  which  pertain  to  items which, under the Act, a
committee of the board has not authority to exercise.  A majority of the members
of  any  such  committee  shall  be  resident  Canadians.


5.02      Transaction  of  Business
          The  powers  of a committee of the board may be exercised by a meeting
at  which  a quorum is present or by resolution in writing signed by all members
of  such  committee who would have been entitled to vote on that resolution at a
meeting  of  the committee.  Meetings of such committee may be held at any place
in  or  outside  Ontario.


5.03      Audit  Committee
          The  board  shall  elect  annually  from  among  its  number  an audit
committee  to  be  composed of not fewer than three directors of whom a majority
shall  not  be  officers or employees of the Corporation or its affiliates.  The
audit  committee  shall  have  the  powers  and  duties  provided  in  the  Act.

5.04      Advisory  Bodies
          The board may from time to time appoint such advisory  bodies  as  it
may  deem  advisable.


5.05      Procedure
          Unless  otherwise  determined by the board each committee and advisory
body  shall  have  power  to  fix  its  ~rww~ at not less than a majority of its
members,  to  elect  its  chairman  and  to  regulate  its  procedure.

                                                                         ... 11/


<PAGE>
                                   - 11 -


                                 SECTION SIX
                                   OFFICERS

6.01      Appointment
          The  board  may  from  time  to  time appoint a president, one or more
vice-presidents  (to  which  title  may  be  added words indicating ~eniority or
function),  a  secretary,  a  treasurer and such other officers as the board may
determine, including one or more assistants to any of the officers so appointed.
One  person  may hold more than one office.  The board may specify the duties of
and,  in  accordance  with  this by-law and subject to the Act, delegate to such
officers  powers to manage the business and affairs of the Corporation.  Subject
to  section  6.02  and  6.03,  an  officer  may  but  need  not  be  a director.


6.02     Chairman of the Board
         The  board  may  from time to time also appoint a chairman of the board
who  shall  be a director.  If appointed, the board may assign to him any of the
powers  and  duties  that  are  by any provisions of this by-law assigned to the
managing  director  or to the president; and he shall have such other powers and
duties  as  the  board  may  specify.

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


6.04      President
          The  president shall be the chief operating officer, and he shall have
such  other  powers  and duties as the board may specify.  During the absence or
disability  of  the  managing  director,  or  if  no  managing director has been
appointed,  the  president shall also have the powers and duties of that office.

                                                                         ... 12/


<PAGE>
                                   - 12 -

6.05      Secretary
          Unless  otherwise  determined by the board, the secretary shall be the
secretary of all meetings of the board, shareholders and committees of the board
that  he  attends.  The  secretary shall enter or cause to be entered in records
kept  for  that  purpose  minutes  of  all proceedings at meetings of the board,
shareholders  and  committees  of  the  board,  whether  or  not he attends such
meetings; he shall give or cause to be given, as and when instructed, all notice
to  shareholders, directors, officers, auditors and members of committees of the
board;  he  shall  be  the custodian of the stamp or mechanical device generally
used  for  affixing  the  corporate  seal  of  the Corporation and of all books,
records  and  instruments  belonging  to the corporation, except when some other
officer  or  agent  has  been appointed for that purpose; and he shall have such
other  powers  and  duties  as  otherwise  may  be  specified.


6.06      Treasurer
          The  treasurer shall keep proper accounting records in compliance with
the  Act  and  shall be responsible for the deposit of money, the safekeeping of
securities and the disbursement of the funds of the Corporation; he shall render
to  the  board whenever required an account of all his transactions as treasurer
and  of  the financial position of the Corporation; and he shall have such other
powers  and  duties  as  otherwise  may  be  specified.


6.07      Powers and Duties of Officers
          The  powers  and  duties of all officers shall be such as the terms of
their  engagement  cal).  for  or as the board or (except for those whose powers
and  duties  are  to be specified only by the board) the chief executive officer
may  specify.  The  board  and (except as aforesaid) the chief executive officer
may, from time to time and subject to the provisions of the Act, vary, add to or
limit  the powers and duties of any officer.  Any of the powers and duties of an
officer  to  whom an assistant has been appointed may be exercised and performed
by  such  assistant,  un~eee  the beerd or the chief executive officer otherwise
directs.

                                                                         ... 13/


<PAGE>
                                    - 13 -

6.08      Term of Office
          The  board,  in  its  discretion,  may  remove  any  officer  of  the
Corporation.  Otherwise  each  officer  appointed by the board shall hold office
until  his  successor  is  appointed  or  until  his  earlier  resignation.

6.09      Agents and Attorneys
          The  Corporation,  by  or under the authority of the board, shall have
power  from time to time to appoint agents or attorney for the Corporation in or
outside  Canada  with  such  powers  (including  the  power  to  subdelegate) of
management,  administration  or  otherwise  as  may  be  thought  fit.

6.10      Conflict of Interest
          An  officer  shall  disclose  his interest in any material contract or
transaction or proposed material contract or transaction with the Corporation in
accordance  with  section  4.19.


                             SECTION SEVEN
               PROTECTION OF DIRECTORS; OFFICERS AND OTHERS

7.01      Limitation of Liability
          Every director and officer of the Corporation in exercising his powers
and  discharging  his duties shall act honestly and in good faith with a view to
the best interests of the Corporation and exercise the care, diligence and skill
that  a  reasonably  prudent  person would exercise in comparable circumstances.
Subject  to  the foregoing, no director or officer shall be liable for the acts,
receipts,  neglects  or  defaults of any other director, officer or employee, or
for  joining in any receipt or other act for conformity, or for any loss, damage
or  expense happening to the Corporation through the insufficiency or deficiency
of  title  to  any property acquired for or on behalf of the Corporation, or for
the  insufficiency  or  deficiency  of  any security in or upon which any of the
moneys  of  the Corporation shall be invested, or for any loss or damage arising
from  the bankruptcy, insolvency or tortious acts of any person with whom any of
the  moneys, securities or effects of the Corporation shall be deposited, or for
any  loss  occasioned  by  any  error  of  judgment  or  oversight  on

                                                                         ... 14/


<PAGE>
                                      -14-

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
branch  thereof.


7.02      Indemnity
          Subject  to  the  Act,  the  Corporation shall indemnify a director or
officer,  a  former  director  or  officer, or a person who acts or acted at the
Corporation's  request as a director or officer of a body corporate of which the
Corporation  is  or  was  a  shareholder  or  creditor,  and his heirs and legal
representatives,  against  all  costs, charges and expenses, including an amount
paid  to  settle  an action or satisfy a judgment, reasonably incurred by him in
respect  of  any civil, criminal or administrative action or proceeding to which
he  is  made  a party by reason of being or having been a director or officer of
the  Corporation  or  such  body corporate, if (a) he acted honestly and in good
faith  with a view to the best interests of the Corporation; and (b) in the case
of  a  criminal  or  administrative  action  or proceeding that is enforced by a
monetary  penalty,  he had reasonable grounds for believing that his conduct was
lawful.  The  Corporation  shall  also  indemnify  such  person  in such  other
circumstances  as  the  Act  or law permits or requires.  Nothing in this by-law
shall  limit  the  right  of any person entitled to indemnity to claim indemnity
apart  from  the  provisions  of  this  by-law.

7.03      Insurance
          Subject  to  the  Act,  the Corporation may purchase and maintain such
insurance  for  the  benefit of any person referred to in section 7.02 hereof as
the  board  may  from  time  to  time  determine.


                             SECTION  EIGHT
                                  SHARES

8.01      Allotment  of  Shares
          Subject  to  the  Act,  the board may from time to time allot or grant
options  to  purchase the whole or any part of the authorized and unissed shares
of  the  Corporation

                                                                         ... 15/


<PAGE>
                                      -15-

at  such times and to such persons and for such consideration as the board shall
determine,  provided  that  no  shares shall be issued until it is fully paid as
provided  by  the  Act.

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

8.03      Registration  of  Transfers
          Subject  to  the  Act, no transfer of a share shall be registered in a
securities  register  except  upon  presentation of the certificate representing
such  shares  with  an  endorsement  which complies with the Act made thereon or
delivered  therewith  duly  executed by an appropriate person as provided by the
Act, together with such reasonable assurance that the endorsement is genuine and
effective  as the board may from time to time prescribe, and upon payment of all
applicable  taxes  and  any  reasonable  fees  prescribed by the board, and upon
compliance  with  such  restrictions  on  issue,  transfer  or  ownership as are
authorized  by  the  articles.

8.04     Non-recognition  of  Trusts
         Subject to the Act, the Corporation may treat the registered holder of
any  share  as  the  person exclusively entitled to vote, to receive notices, to
receive  any dividend or other payment in respect of the share, and otherwise to
exercise  all  the  rights  and  powers  of  any  owner  of  the  share.

8.05      Share  Certificate
          Every  holder  of  one  or  more  shares  of  the Corporatior shall be
entitled, at his option, to a share certificate or to a non-transferable written
certificate  of  acknowledgment  of  his  rights  to  obtain a share certificate
stating  the  number  and  class or series of shares held b' him as shown on the
securities  register.  Such  certificate  shall  be in such form as to board may
from  time  to time approve.  Any such certificate shall be signed in accordance
with  section  2.04  and  need  not  be  under  the  corporate  seal.

                                                                         ... 16/


<PAGE>
                                      -16-


8.06      Replacement  of  Share  Certificates
          The  board  or any officer or agent designated by the board may in its
or  his  discretion direct the issue of a new share or other such certificate in
lieu  of  and  upon  cancellation of a certificate that has been mutilated or in
substitution  for  a certificate claimed to have been lost, apparently destroyed
or  wrongfully  taken  on payment of such reasonable fee and on such terms as to
indemnity,  reimbursement  of  expenses and evidence of loss and of title as the
board  may  from  time to time prescribe, whether generally or in any particular
case.

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

8.08      Deceased  Shareholders
          In the event of the death of a holder, or of one of the joint holders,
of  any  share,  the  Corporation shall not be required to make any entry in the
securities register in respect thereof or to make any dividend or other payments
in  respect  thereof  except  upon  production  of  all such documents as may be
required  by  law  and  upon  compliance with the reasonable requirements of the
Corporation  and  its  transfer  agents.


                                SECTION  NINE
                           DIVIDENDS  AND  RIGHTS

9.01     Dividends
         Subject  to the Act, 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 property or by issuing
fully  paid  shares  of  the  Corporation  or  options  or  rights

                                                                         ... 17/


<PAGE>
                                      -17-

to acquire fully paid shares of the Corporation.  Any dividend unclaimed after a
period  of  6  years  from  the  date  on which the same has been declared to be
payable  shall  be  forfeited  and  shall  revert  to  the  Corporation.

9.02      Dividend  Cheques
          A  dividend  payable  in money shall be paid by cheque to the order of
each  registered  holder of shares of the class or series in respect of which it
has  been declared and mailed by prepaid ordinary mail to such registered holder
at  his  recorded address, unless such holder otherwise directs.  In the case of
joint  holders  the cheque shall, unless such joint holders otherwise direct, be
made  payable  to  the  order of all of such joint holders and mailed to them at
their  recorded  address.  The  mailing  of such cheque as aforesaid, unless the
same  is not paid on due presentation, shall satisfy and discharge the liability
for the dividend to the extent of the sum represented thereby plus the amount of
any tax which the Corporation is required to and does withhold.  In the event of
non-receipt  of  any  dividend  cheque  by  the  person  to  whom  it is sent as
aforesaid, the Corporation shall issue to such person a replacement cheque for a
like  amount  on  such  terms  as  to  indemnity,  reimbursement of expenses and
evidence  of  non-receipt  and  of  title  as  the  board  may from time to time
prescribe,  whether  generally  or  in  any  particular  case.

9.03      Record  Date  for  Dividends  and  Rights
          The  board  may  fix  in advance a date, preceding by not more than 50
days  the  date for the payment of any dividend or the date for the issue of any
warrant  or  other  evidence  of  the  right to subscribe f or securities of the
Corporation,  as  a record date for the determination of the persons entitled to
received payment of such dividend or to exercise the right to subscribe for such
securities,  and  notice  of any such record date shall be given not less than 7
days  before  such  record date in the manner provided by the Act.  If no record
date  is so fixed, the record date for the determination of the persons entitled
to  receive  payment  of any dividend or to exercise the right to subscribe f or
securities  of  the  Corporation shall be at the close of business on the day on
which  the  resolution  relating

                                                                         ... 18/


<PAGE>
                                      -18-

to  such  dividend  or  rights  to  subscribe  is  passed  by  the board.


                                SECTION  TEN
                         MEETINGS  OF  SHAREHOLDERS

10.01     Annual  Meetings
          The  annual meeting of shareholders shall be held at such time in each
year,  and subject to section 10.03, at such place as the board, the chairman of
the  board,  the  managing  director  or  the  president  may  from time to time
determine,  for  the purpose of considering the financial statements and reports
required  by the Act to be placed before the annual meeting, electing directors,
appointing  auditors  and  for  the  transaction  of  such other business as may
properly  be  brought  before  the  meeting.

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

10.03    Place  of  Meetings
         Meetings  of  shareholders  of  the  Corporation  shall be held at such
place  in  or  outside  Ontario as the directors determine or, in the absence of
such  a  determination,  at  the  place  where  the  registered  office  of  the
Corporation  is  located.

10.04     Notice  of  Meetings
          Notice  of the time and place of each meeting of shareholders shall be
given in the manner provided in Section Eleven not less than 21 nor more than 50
days  before  the  date  of the meeting to each director, to the auditor, and to
each  shareholder  who at the close of business on the record date for notice is
entered  in the securities register as the holder of one or more shares carrying
the  right  to  vote at the meeting.  Notice of a meeting of shareholders called
for  any  purpose other than consideration of the minutes of an earlier meeting,
financial  statements  and  auditor's  report,  election  of  director  and
reappointment  of  the incumbent auditor shall state the nature of such business
in  sufficient  detail  to  permit  the  shareholder

                                                                         ... 19/


<PAGE>
                                      -19-

to  form  a  reasoned  judgment  thereon  and  shall  state  the  text  of  any
special  resolution  or  by-law  to  be submitted to the meeting.

10.05    List  of  Shareholders  Entitled  to  Notice
         For  every  meeting  of  shareholders,  the Corporation shall prepare a
list  of  shareholders  entitled  to  receive notice of the meeting, arranged in
alphabetical  order  and  showing  the number of shares held by each shareholder
entitled  to  vote  at  the  meeting.  If a record date for the meeting is fixed
pursuant  to section 10.06, the shareholders listed shall be those registered at
the  close  of  business  on  such record date.  If no record date is fixed, the
shareholders  listed  shall  be those registered at the close of business on the
day  immediately  preceding  the day on which notice of the meeting is given or,
where  no  such  notice  is given, on the day on which the meeting is held.  The
list shall be available for examination by any shareholder during usual business
hours  at  the  registered  office  of the Corporation or at the place where the
central  securities register is maintained and at the meeting for which the list
was  prepared.

10.06     Record  Date  for  Notice
          The board may fix in advance a date, preceding the date of any meeting
of  shareholders by not more than 50 days and not less than 21 days, as a record
date  for  the  determination  of  the  shareholders  entitled  to notice of the
meeting,  and notice of any such record date shall be given not less than 7 days
before  such  record  date, by newspaper advertisement in the manner provided in
the  Act.  If  no  such  record  date  is  so  fixed,  the  record date f or the
determination  of  the  shareholders  entitled  to receive notice of the meeting
shall  be  at  the close of business on the day immediately preceding the day on
which  the  notice is given or, if no notice is given, shall be the day on which
the  meeting  is  held.

10.07     Meetings  Without  Notice
          A  meeting  of shareholders may be held without notice at any time and
place  permitted by the Act (a) if all the shareholders entitled to vote thereat
are present in person or duly represented or if those not present or represented

                                                                         ... 20/


<PAGE>
                                      -20-

waive  notice of or otherwise consent to such meeting being held, and (b) if the
auditors  and  the directors are present or waive notice of or otherwise consent
to  such meeting being held; so long as such shareholders, auditors or directors
present  are  not  attending  for  the  express  purpose  of  objecting  to  the
transaction  of  any  business  on  the grounds that the meeting is not lawfully
called.  At such a meeting, any business may be transacted which the Corporation
at  a  meeting  of  shareholders  may  transact.

10.08     Chairman,  Secretary  and  Scrutineers
          The  chairman  of  any  meeting  of  shareholders  shall  be the first
mentioned  of  such  of the following officers as have been appointed and who is
present  at the meeting: managing director, president, chairman of the board, or
a  vice-president who is a shareholder.  If no such officer is present within 15
minutes  from  the  time  fixed for holding the meeting, the persons present and
entitled  to  vote  shall  choose  one  of  their number to be chairman.  If the
secretary  of the Corporation is absent, the chairman shall appoint some person,
who  need not be a shareholder, to act as secretary of the meeting.  If desired,
one  or  more  scrutineers,  who need not be shareholders, may be appointed by a
resolution  or  by  the  chairman  with  the  consent  of  the  meeting.

10.09     Persons  Entitled  to  be  Present
          The  only  persons entitled to be present at a meeting of shareholders
shall  be  those  entitled  to  vote  thereat,  the directors and auditor of the
Corporation  and  others  who,  although  not  entitled to vote, are entitled or
required under any provision of the Act or the articles or by-laws to be present
at  the meeting.  Any other person may be admitted only on the invitation of the
chairman  of  the  meeting  or  with  the  consent  of  the  meeting.

10.10     Quorum
          Subject  to the Act in respect of a majority shareholder, a quorum for
the  transaction of business at any meeting of shareholders shall be two persons
present  in  person, each being a shareholder entitled to vote thereat or a duly
appointed  proxyholder  or  representative f or a shareholder so entitled.  If a
quorum  is  present  at  the

                                                                         ... 21


<PAGE>
                                      -21-

opening  of any meeting of shareholders, the shareholders present or represented
may  proceed  with  the business of the meeting notwithstanding that a quorum is
not  present  throughout  the  meeting.  If  a quorum is not present at the time
appointed  for  the  meeting  or  within  a  reasonable  time  thereafter a~ the
shareholders  may determine, the shareholders present or represented may adjourn
the  meeting  to a fixed time and place but may not transact ahy other business.

10.11     Right  to  Vote
          Every  person  named in the list referred to in section 10.05 shall be
entitled  to  vote  the shares shown thereon opposite his name at the meeting to
which such list relates, except to the extent that (a) where the Corporation has
fixed  a record date in respect of such meeting, such person has transferred any
of  his  shares after such record date or, where the Corporation has not fixed a
record  date  in respect of such meeting, such person has transferred any of his
shares  after  the date on which such list was prepared, and (b) the transferee,
having  produced properly endorsed certificates evidencing such shares or having
otherwise  established  that he owns such shares, has demanded not later than 10
days  before  the  meeting  that his name be included in such list.  In any such
excepted  case the tranferee shall be entitled to vote the transferred shares at
such  meeting.

10.12     Proxyholders  and  Representatives
          Every  shareholder  entitled  to vote at a meeting of shareholders may
appoint  a proxyholder, or one or more alternate proxyholders, as his nominee to
attend  and  act  at  the meeting in the manner and to the extent authorized and
with the authority conferred by the proxy.  A proxy shall be in writing executed
by  the  shareholder  or his attorney and shall conform with the requirements of
the  Act.  Alternatively,  every  such  shareholder which is a body corporate or
association  may  authorize  by resolution of its directors or governing body an
individual  to represent it at a meeting of shareholders and such individual may
exercise on the shareholder's behalf all the powers it could exercise if it were
an  individual  shareholder.  The  authority  of  such  an  individual  shall be
established  by

                                                                         ... 22


<PAGE>
                                      -22-

depositing  with the Corporation a certified copy of such resolution, or in such
other  manner  as may be satisfactory to the secretary of the Corporation or the
chairman  of  the meeting.  Any such proxyholder or representative need not be a
shareholder.

10.13     Time  for  Deposit  of  Proxies
          The  board  may fix a time not exceeding 48 hours, excluding Saturdays
and  holidays,  before  which  time  proxies  to  be used at the meeting must be
deposited  with  the  Corporation or an agent thereof, and any period of time so
fixed  shall  be  specified in the notice calling the meeting.  A proxy shall be
acted upon only if, prior to the time so specified, it shall have been deposited
with the Corporation or an agent thereof specified in such notice or if, no such
time having been specified in such notice, it has been received by the secretary
of  the Corporation or by the chairman of the meeting or any adjournment thereof
prior  to  the  time  of  voting.

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

10.15     Votes  to  Govern
          At  any meeting of shareholders every question shall, unless otherwise
required  by  the  articles or by-laws or by law, be determined by a majority of
the  votes  cast on the question.  In case of an equality of votes either upon a
show of hands or upon a poll, the chairman of the meeting shall be entitled to a
second  or  casting  vote.

10.16     Show  of  Hands
          Subject to the Act, any question at a meeting of shareholders shall be
decided  by  a show of hands, unless a ballot thereon is required or demanded as
hereinafter  provided,  and upon a show of hands every person who is present and
entitled  to  vote  shall have one vote.  Whenever a vote by show of hands shall
have  been  taken  upon  a

                                                                         ... 23


<PAGE>
                                      -23-

question,  unless  a ballot thereon is so required or demanded, a declaration by
the  chairman of the meeting that the vote upon the question has been carried or
carried  by  a particular majority or not carried and an entry to that effect in
the  minutes  of  the  meeting shall be prima facie evidence of the fact without
proof of the number or proportion of the notes recorded, in favour of or against
any  resolution  or  other  proceeding  in respect of the said question, and the
result  of  the vote so taken shall be the decision of the shareholders upon the
said  question.

10.17     Ballots
          On  any  question  proposed  for  consideration  at  a  meeting  of
shareholders,  and  whether  or  not a show of hands has been taken thereof, the
chairman  may require a ballot or any person who is present and entitled to vote
on  such  question  at the meeting may demand a ballot.  A ballot so required or
demanded  shall  be  taken  in  such  manner  as  the  chairman shall direct.  A
requirement  or  demand  for  a ballot may be withdrawn at any time prior to the
taking  of  the  ballot.  If  a  ballot  is  taken  each person present shall be
entitled,  in respect 'of the shares which he is entitled to vote at the meeting
upon  the question, to that number of votes provided by the Act or the articles,
and  the result of the ballot so taken shall be the decision of the shareholders
upon  the  said  question.

10.18     Adjournment
          On  any  question  proposed  for  consideration  at  a  meeting  of
shareholders,  and  whether  or  not a show of hands has been taken thereof, the
chairman  may require a ballot or any person who is present and entitled to vote
on  such  question  at the meeting may demand a ballot.  A ballot so required or
demanded  shall  be  taken  in  such  manner  as  the  chairman shall direct.  A
requirement  or  demand  for  a ballot may be withdrawn at any time prior to the
taking  of  the  ballot.  If  a  ballot  is  taken  each person present shall be
entitled,  in respect 'of the shares which he is entitled to vote at the meeting
upon  the question, to that number of votes provided by the Act or the articles,
and  the result of the ballot so taken shall be the decision of the shareholders
upon  the  said  question.

10.19    Action  in  Writing  by  Shareholders
         A Resolution in writing signed by all the shareholders entitled to vote
on that resolution at a meeting

                                                                         ... 24


<PAGE>
                                      -24-

of  shareholders  is  as  valid  as  if  it  had been passed at a meeting of the
shareholders  unless,  in  accordance  with  the  Act,  (a)  in  the case of the
resignation  or removal of a director, or the appointment or election of another
person  to  fill the place of such director, a written statement is submitted to
the  Corporation  by the director giving the reasons for his resignation for the
purpose  of removing him from office or the election of.  another person to fill
the office of such director; or (b) in the case of the removal or resignation of
an  auditor, or the appointment or election of another person to fill the office
of  auditor,  representations  in  writing  are  made to the Corporation by that
auditor  concerning his proposed removal, the appointment or election of another
person  to  fill  the  office  of  auditor,  or  his  resignation.


                                SECTION  ELEVEN
                                    NOTICES

11.01     Method  of  Giving  Notices
          Any  notice  (which term includes any communication or document) to be
given  (which  term includes sent, delivered or served) pursuant to the Act, the
regulations thereunder, the articles, the by-laws or otherwise to a shareholder,
director,  officer,  auditor  or  member  of  a  committee of the board shall be
sufficiently  given  if  delivered  personally to the person to whom it is to be
given  or  if  mailed  to  him  at  his recorded address by any means of prepaid
transmitted or recorded communication.  A notice so delivered shall be deemed to
have  been given when it is delivered personally and a notice so mailed shall be
deemed  to  have  been  given  when  dispatched  or delivered to the appropriate
communication  company  or  agency  or  its  representative  for  dispatch.  The
secretary  may  change  or  cause  to  be  changed  to  recorded  address of any
shareholder, director, officer, auditor or member of a committee of the board in
accordance  with  any  information  believed  by  him  to  be  reliable.

11.02     Notice  to  Joint  Shareholders
          If  two  or more persons are registered as joint holders of any share,
any notice may be address to all such joint holders, but notice addressed to one
of  such  persons  shall  be  sufficient  notice  to  all  of  them.

                                                                         ... 25/


<PAGE>
                                      -25-

11.03     Computation  of  Time
          In  computing  the  period of days when notice must be given under any
provisions  requiring a specified number of days' notice of any meeting or other
event,  the  period shall be deemed to commence the day following the event that
began the period and shall be deemed to terminate at midnight of th~ last day of
the  period  except  that  if  the  last  day of the period falls on a Sunday or
'holiday,  the period shall terminate at midnight of the day next following that
is  not  a  Sunday  or  holiday.

11.04     Undelivered  Notices

          If  any  notice  given  to  a shareholder pursuant to section 11.01 is
returned  on  three  consecutive  occasions  because  he  cannot  be  found, the
Corporation  shall  not  be  required  to  give  any  further  notices  to  such
shareholder  until  he  informs  the  Corporation in writing of his new address.

11.05    Omissions  and  Errors

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

11.06     Persons  Entitled  by  Death  or  Operation  of  Law

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

                                                                         ... 26/


<PAGE>
                                      -26-

11.07     Waiver  of  Notice

          Any  shareholder,  proxyholder  or  other  person entitled to attend a
meeting  of shareholders, director, officer, auditor or member of a committee of
the  board may at any time waive any notice or waive or abridge the time for any
notice,  required  to be given to him under the Act, the regulations thereunder,
the  articles, the by-laws or otherwise, and such waiver or abridgement, whether
given  before or after the meeting or other event of which notice is required to
be  given,  shall  be  in  writing  except  a  waiver  of notice of a meeting of
shareholders  or  of the board or a committee of the board which may be given in
any  manner.

11.08     Interpretation

          In  this by-law, "recorded address" means in the case of a shareholder
his  address  as  recorded  in the securities register; and in the case of joint
shareholders the address appearing in the securities register in respect of such
joint  holding  or the first address so appearing if there are more than one; in
the  case  of  an  officer,  auditor, or member of a committee of the board, his
latest address as recorded in the records of the Corporation; and in the case of
a director, his latest address as recorded in the most recent notice filed under
the  Corporations  Information  Act,  whichever  is  the  more  current.


                              SECTION  TWELVE
                              EFFECTIVE  DATE

12.01     Effective  Date
          This by-law shall come into force when made by the beard in accordance
with the Act.

12.02     Repeal
          All  previous by-laws of the Corporation are repealed as of the coming
into  force of this by-law.  Such repeal shall not affect the previous operation
of  any  by-law  so  repealed  or  affect the validity of any act done or right,
privilege,  obligation  or liability acquired or incurred under, or the validity
of  any  contract or agreement made pursuant to, or the validity of any articles
(as  defined  in  the  Act)  or  predecessor  charter  documents  of  the

                                                                         ... 27/


<PAGE>
                                      -27-

Corporation  obtained  pursuant  to,  any  such by-law prior to its repeal.  All
officers  and  persons acting under any by-law so repealed shall continue to act
as  if  appointed under the provisions of this by-law and all resolutions of the
shareholders  or  the  board  or a committee of the board with continuing effect
passed  under  any repealed by-law shall continue to be good and valid except to
the  extent  inconsistent  with  this  by-law  and  until.  amended or repealed.


MADE  by  the  board  the  1st   day  of  October,  l985.


                                                   /s/
                                                   --------------------------
                                                   President
C/s
                                                   /s/
                                                   --------------------------
                                                   Secretary

CONFIRMED  by  the  shareholders  in  accordance  with  the  Act the 25th day of
October, 1985.

                                                   /s/
                                                   --------------------------
                                                   Secretary


<PAGE>
                                                               FORM  203  (3-84)

To be used only in cases of corporations incorporated under the Canada Business
Corporations  Act.  The  Corporations  Acts  of  Manitoba  and  Ontario  and The
Business Corporations Act of Saskatchewan or The Business Corporations Act, 1982
of  Ontario.

In  cases  of  corporations,  Incorporated  by Special Act of Canada or any such
province.  If  Form  200  has  required amendment, this form also may need to be
amended.

                                        CORPORATIONS
                                        ------------

                 RESOLUTION  OF  DIRECTORS  REGARDING  BANKING  AND  SECURITY

NRT  RESEARCH  TECHNOLOGIES  INC.    (hereinafter  called  the  "Corporation")
-----------------------------------
     (Name of Corporation)

Head Office:    25  Adelaide  St.  E., #711,  Toronto,  Ontario  M5C  1Y2
             -------------------------------------------------------------------

(Name of
Act.)

INCORPORATED UNDER     Business Corporations Act  (1982)
                    ------------------------------------------------------------

RESOLVED:

     1.     THAT THE ROYAL BANK OF CANADA (hereinafter called the "Bank") be and
is hereby  appointed  the  Banker  of  the  Corporation.

(Where possible  use  titles only.)

     2.     THAT  any  officer,  director or  duly-authorized  representive
                 ---------------------------------------------------------------
                    of the Corporation
--------------------------------------------------------------------------------
or any one of them or any one of the persons mentioned in Clause 3 hereof or any
one  of  any  persons from time to time desitjnated in writing by the President,
Vice-President,  Secretary.  Treasurer  or Secretary-Treasurer, be and is hereby
authorized  on  behalf  of  the  Corporation  from  time  to  time

          (a) to deposit with or negotiate or transfer to the Bank (but only for
     credit of the Corporation) all or any cheques,  promissory notes,  bills of
     exchange,  orders for the  payment of money and other paper  negotiable  or
     otherwise,  interest or dividend coupons and Warrants,  securities maturing
     or called for  redemption,  and the  proceeds of any of them,  and for such
     purpose to make, draw, endorse, sign, execute and deliver all or any of the
     foregoing or deliver all or any thereof to the Bank  endorsed with the name
     of the Corporation impressed thereon by rubber stamp or otherwise; and

          (b) to receive all paid  cheques and  vouchers and sign and deliver to
     the Bank the Bank's form of  settlement  of balances  and  release,  and to
     arrange,  settle,  balance and certify all books and  accounts  between the
     Corporation and the Bank, and to receive all securities  attached to drafts
     drawn on the Corporation to be delivered upon payment of the drafts and all
     commercial  and other paper,  and to sign and deliver to the Bank  receipts
     for all or any of the foregoing.

3.     THAT     any  two  directors
            --------------------------------------------------------------------

--------------------------------------------------------------------------------
be and are/is hereby authorized on behalf of the Corporation from time to time

     (Where  possible,  use titles only. If two or more must act  together.  use
     words showing joint action required.  e.g. "the President and the Treasurer
     jointly" or "the President,  the Treasurer and its. Secretary or any two of
     them".

          (a) to make,  draw,  accept,  endorse,  sign and  execute,  under  the
     corporate sea) or otherwise.  cheques, promissory notes. bills of exchange,
     orders for the payment of money and other instruments whether negotiable or
     not,  contracts for letters of credit and forward exchange,  and agreements
     obligating  the  Corporation  to the  Bank in  respect  of  obligations  or
     liabilities  incurred  or to be  incurred  by the Bank for the  account  or
     benefit of the Corporation.

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

          (c) to  mortgage,  hypothecate,  charge or  pledge,  create a security
     interest in or give security  under The Bank Act or otherwise  upon, all or
     any  of  the  property,   real  and  personal,   immoveable  and  moveable,
     undertaking and rights of the Corporation, present and future to secure all
     or any money  borrowed or to be borrowed from the Bank, or  obligations  or
     liabilities of the Corporation,  present or future, to the Bank. the nature
     and  form of any such  security  and the  rights,  powers  and  authorities
     exercisable  by the Bank or any person or persons  thereunder or in respect
     thereof to be satisfactory to the Bank;


<PAGE>
          (d) to sign or execute,  under the corporate  seal or  otherwise,  and
     deliver all such assignments, transfers. conveyances, hypothecs, mortgages,
     charges, pledges, security under The Bank Act or other security, notices of
     intention to give security  under section 178 of The Bank Act,  promises to
     give security under The Bank Act, agreements,  deeds, releases,  discharges
     and other  documents  and writings as they/he in their/his  discretion  may
     consider necessary or useful in connection with the Corporation's  business
     with the Bank or as the Bank may request;

          (e) generally to exercise all rights, powers and authorities which the
     Directors might or could exercise under the authority of the  Corporation's
     Charter or Articles and By-Laws or Articles and  Memorandum of  Association
     and the laws governing the Corporation.

     4.     THAT  the  person  or  persons authorized by Clause 3 hereof, or the
person  or  persons from time to time designated in writing by (a) the President
or Vice-President and (b) the Secretary or Treasurer or Secretary-Treasurer.  be
and  is/are  hereby authorized on behalf of the Corporation from time to time to
withdraw  from  the Bank all or any securities and property held by the Bank for
safekeeping  on behalf of the Corporation or as collateral security or otherwise
and  sign  and  deliver  receipts  therefor  or  to  direct  the Bank by written
instructions  signed  by  such  person  or  persons  to  deliver all or any such
securities  and  property  to  any person or persons named in such instructions.

     5.     THAT  all  instruments,  whether  negotiable  or  not, documents and
writings  made,  drawn,  accepted,  endorsed, signed or executed as hereinbefore
provided  and delivered by any bearer therof shall be valid and binding upon the
Corporation,  and  the  Bank is hereby authorized to act thereon and give effect
thereto.

     6.     THAT  each  branch  or agency of the Bank at which an account of the
Corporation  is  kept be furnished with a copy, certified by the Secretary under
the  Corporation's  seal,  of  this  resolution,  and with a list of all persons
authorized by this resolution to act for the Corporation and with written notice
of  any  changes  which  may take place in such list from time to time (any such
notice  to  be  binding  on the Bank only from the time when its receipt is duly
acknowledged  in writing), and with all designations of persons made pursuant to
Clause 2 or Clause 4 hereof, and with specimens of the signatures of all persons
so  authorized or designated; and that this resolution shall remain in force and
be  binding  upon the Corporation until a copy, certified by the Secretary under
the  Corporation's  seal,  of  a  resolution of the Directors of the Corporation
repealing  or  replacing this resolution shall have been received by the manager
of  each such branch or agency of the Bank and duly acknowledged in writing, and
that  the  said list with any changes notified and acknowledged as aforesaid and
the said designations shall respectively remain in force and be binding upon the
Corporation  until  written  notice to the contrary shall have been received and
acknowledged  as  aforesaid.


                                     CERTIFICATE

It  is hereby certified by the undersigned that the foregoing is a resolution of
the  Directors of the Corporation in accordance with the Charter and/or Articles
and  the  By-laws of the Corporation or in any unanimous shareholder's agreement
made  by  the  shareholders  of the Corporation and all other laws governing the
Corporation,  which  resolution is now in full force and effect.

AS WITNESS the corporate seal of the Corporation this 10th  day of December 1986
                                                      ----         -------- ----

                                                NRT  RESEARCH  TECHNOLOGIES INC.


                                                --------------------------------
(CORPORATE  SEAL)                                                    (Secretary)


<PAGE>
COMPANIES  -  LIST  OF  OFFICERS  AND  DIRECTORS                  FORM 218(5-77)

To:
    THE  ROYAL  BANK  OF  CANADA



                    I,  the  undersigned,  Secretary  of

                      NRT  RESEARCH  TECHNOLOGIES  INC.
                -----------------------------------------------
                             (Name  of  Company)

hereby  certify  that  the  following  arc  its officers and directors, namely:

                        OFFICERS  (NAMES  AND  TITLES)
                        ------------------------------


President:  R.     Bruce  Boyden
Secretary:  Ivan  THornley-Hall



                                DIRECTORS
                                ---------

      R.  Bruce  Boyden
      Ivan  Thornley-Hall
      William  Aber
      Adrian Phillips

Dated at   Toronto   this  10th     day  of  December  l986.
         -----------      -------           ---------    --

                                           NRT RESEARCH TECHNOLOGIES  INC

CORPORATE  SEAL                            /s/
                                           -------------------------------
                                                   Secretary


<PAGE>
(For use only with Corporations                                  FORM 207 (3-84)
governed by the Canada Business
Corporations Act, The Corporations
Act of Manitoba, the Business Corporations
Act of New Brunswick and The Business
Corporations Act 1982 of Ontario)

                                  CERTIFICATE

TO:


     I,  the  undersigned  Secretary  of

                         NRT  RESEARCH  TECHNOLOGIES  INC.
--------------------------------------------------------------------------------
                               (Name of Corporation)

hereby  certify  that  there  are no provisions in the articles or bylaws of the
Corporation  or in any unanimous shareholders' agreement which restrict or limit
the  powers  of  the  Corporation  to  borrow  money  upon  the  credit  of  the
Corporation,  to  issue,  reissue,  sell  or  pledge  debt  obligations  of  the
Corporation,  to  mortgage,  hypothecate,  pledge or otherwise create a security
interest  in  all  or  any  property  of  the Corporation, owned or subsequently
acquired,  to secure any debt obligation of the Corporation or to give financial
assistance  by  means  of  a  guarantee to any person and to delegate the powers
referred  to  above  to  a  director,  officer  or  committee  of  directors.

     This  Certificate shall remain in force and be binding upon the Corporation
as regards any party acting on the faith thereof, until a copy, certified by the
Secretary  of  the  Corporation,  of  a Certificate, repealing or replacing this
Certificate  shall  have  been  received  by such party and duly acknowledged in
writing.

Dated at    Toronto   this     10th  day  of  December  19  86
         ------------      ---------         ----------    ----



                                        NRT  RESEARCH  TECHNOLOGIES  INC

                                        /s/
(Corporate Seal)                        ---------------------------------
                                              (Secretary)


<PAGE>
                                                                 FORM 459 (6-85)

Operation  and  Verification  of  Account  Agreement

     In consideration of THE ROYAL BANK OF CANADA (hereinafter referred toss the
Bank) keeping in its books an account opened by the undersigned arid negotiating
for  or  taking  on  depositor  for  discount  or for Collection ores collateral
security  or  otherwise  from  the  undersigned,  bills  of  exchange,  cheque.
promissory notes, bank and express money orders or of her orders for the payment
of  money,  coupons,  tickets pertaining to the purchase of grain, livestock and
other  produce.  or  other  instruments  or  securities  whether  or  not  the
undersigned  is  a  party  thereto  (the  whole  hereinafter  referred  to  as
instruments, which shall be deemed to include instruments drawn on any branch of
the  Bank),  (he  undersigned  hereby  agrees  with  the  bank  as  follows:

     (1)     That presentment, notice of dishonor, protest and notice of protest
of  all instruments is hereby waived unless the Bank receives at or prior to let
maturity  special  written  instructions to the contrary from the undersigned in
respect  of  any  Specified  instrument or instruments, end that, subject to any
such  special  written  instructions,  the  undersigned shall be responsible and
liable  to the Bank on all instruments in the same manner and to the same extent
as  if  the  instruments  had  been  duly  presented and protested and notice of
dishonour and notice of protest given as regards alt parties thereto as required
y  any  law  applicable thereto, and that any person (other than a member of the
Banks  staff)  employed  by  the  Bank  to  carry  out  any such special written
instructions  shall  be  deemed  to  be  the  agent  of  the  undersigned.

     (2)     That the Bank is authorized to present for payment or acceptance or
collect  the instruments through such banks or other agents as the Bank may deem
best,  at the sole risk and expense of the undersigned,  and, save to the extent
that  definite instructions have been received by the Bank from the undersigned,
to  give to such banks or other agents such instructions as to collection as the
Bank  may  deem  best,  and that the Bank may accept either cash or bank drafts,
cheques,  settlement  vouchers,  clearing  house  slips or any other evidence of
payment,  in  payment  of  the  instruments  or  in  remittance  therefor.

     (3)     That  the  undersigned  will  indemnify the Bank against all claims
made against the Bank and/or liability incurred by the Bank under any law having
effect  within  the  jurisdiction  where  any  of  the instruments are or may be
payable,  including,  but  without limiting the generality of the foregoing, any
claim  and/or liability which may arise by reason of the endorsement of the Bank
or  any  branch  or  agency thereof and also against all claims and/or liability
rising  with  respect  to tickets pertaining to the purchase of grain, livestock
and  other  produce  whether  by  reason  of  forgery  thereof  or  unauthorized
signatures  thereon  or  otherwise.

     (4)     That the Bank is authorized to debit the account of the undersigned
with  any  of the instruments, or any of the evidences of payment referred to in
Section (2) hereof, which are not paid on presentation or which if paid the Bank
may  be  called upon to refund,  or which may be dishonored by non-acceptance or
non-payment  or  any  party to which is bankrupt or insolvent,  or which, or the
proceeds  of  which,  through  no  fault  of  the Bank have been lost, stolen or
destroyed.  or  which,  or  the  proceeds  of  which, for any reason the Bank is
unable  to  collect or withdraw,  together  with all costs, charges and expenses
incurred  by the Bank in Connection therewith and/or to debit the account of the
undersigned  with  any  cheques  drawn  on  the  branch of the Bank it which the
account  of  the  undersigned  is  being  carried  and  which  have been cashed,
negotiated or credited to the account of the undersigned but which have not been
found  good.

     (5)     That  the  Bank  is authorized to pay as in the case of an ordinary
cheque  and  debit  the  account of the undersigned in the customary manner with
every  promissory note or acceptance of the undersigned presented for payment at
the branch of the Bank at which the account of the undersigned is being carried.

     (6)     That in the event that the account is overdrawn:


          (a)  the  Bank  will be  entitled  to take  whatever  action  it deems
               appropriate   and,   without   limiting  the  generality  of  the
               foregoing,  the Bank wilt not be obliged  to honour any  cheques,
               the whole without any notice or delay:

          (b)  The  undersigned  will agree to pay the amount  indicated  on the
               monthly statement of account.

     (7)     That  the undersigned will repay to the Bank all amounts debited to
the  account  at  the  undersigned  in  accordance  with  the provisions of this
agreement.

     (8)     That the Bank may from time to time make and debit to the aforesaid
account  its  usual  charges  for  the  keeping  of the account which charges he
undersigned  hereby  agree(s)  to  pay.

     (9)     That  where  a Statement of account and relative vouchers are to be
rendered  by  the  Bank:

          (a)  the undersigned  will verify the correctness of each Statement of
               account received from the Bank:

          (b)  If a statement of account and relative  vouchers are not received
               on or before  the l0th day  after the end of the cycle  agreed on
               for their  preparation,  the undersigned will notify the Bank not
               later than 5 days thereafter:

          (c)  The undersigned will within 30 days and not thereafter  following
               the end of the  cycle  agreed  on for the  statement  of  account
               preparation,  notify the Bank in  writings)  the branch or agency
               where the  account  is kept.  of any  alleged  omissions  from or
               inaccurate entries in the account as so stated:

          (d)  that at the end of the  said 30 days the  account  as kept by the
               Bank shall be conclusive  evidence without any further proof that
               except  as to any  alleged  errors  of which the Bank has been so
               notified  and  any  payments  made  on  forged  or   unauthorized
               endorsements  the account  Contains  aft  credits  that should be
               contained  therein  and no debits  that  should not be  Contained
               therein  and all the  entries  therein are correct and subject to
               the above  exception  the Bank  shall be free from all  claims in
               respect of the account.

     (10)     That Should the undersigned conduct an account or accounts at more
than  one  branch  of  the Bank, the provisions of this agreement shall apply to
each  of  such  accounts  unless  (he undersigned gives the Bank special written
instructions  lathe Contrary designating the particular account or - accounts to
which  the  provisions  of  this  agreement  shall  not  apply.

     (11)     That  this  is  to be a continuing consent and agreement and shall
bind  the  undersigned and the heirs, executors, administrators.  successors and
assigns  of  the  undersigned.

    Dated at          Toronto                   , this       10th         day of
            ------------------------------------       -------------------

   December              ,19   86
-----------------------      ----


                                              NRT  RESEARCH  TECHNOLOGIES  INC.
                                              ---------------------------------
                                                    Customer(s)  Name

                                              ---------------------------------
                                                   (Authorized Signature)

                                              /s/
                                              ---------------------------------
                                                   (Authorized Signature)


N.B.  -   This  agreement  binds  only  the party by whom it is signed.  It does
          not affect the rights of other  persons  who are parties to the items.
          The  agreement  does  not  apply  to  items  drawn  or endorsed by the
          customer which are lodged  by  other  parties.


<PAGE>