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EXHIBIT 1.2

By-law No. 1 of Call-Net Enterprises Inc.





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CALL-NET ENTERPRISES INC.

BY-LAW NO. 1

A by-law relating generally to the conduct of the affairs of the Corporation.

INTERPRETATION

1. Interpretation.

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



| | (a) |  | Act means the Canada Business Corporations Act, R.S.C. 1985, c.
C-44 as from time to time amended and every statute that may be
substituted therefor and, in the case of such amendment or substitution,
any references in the by-laws of the Corporation to provisions of the
Act shall be read as references to the amended or substituted provisions
therefor in the new statute or statutes;                                        
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Regulations means the Regulations under the Act as published or
from time to time amended and every regulation that may be substituted
therefore and, in the case of such substitution, any references in the
by-laws of the Corporation to provisions of the Regulations shall be
read as references to the substituted provisions therefor in the new
regulations;                                                                    
|
| |     |  | Telecommunications Act means the Telecommunications Act(Canada), S.C. 1993
c.38 as from time to time amended and every statute that may be
substituted therefor and, in the case of such amendment or substitution,
any references in the by-laws of the Corporation to provisions of the
Act shall be read as references to the amended or substituted provisions
therefor in the new statute or statutes, and the regulations thereto;
|
| | (c) |  | by-law means any by-law of the Corporation from time to time in
force and effect;                                                                                                                                                                                                                                                                                                                                                       
|
| | (d) |  | all terms which are contained in the by-laws and which are defined in
the Act or the Regulations shall have the meanings given to such terms
in the Act or the Regulations;                                                                                                                                                                                                                                                               
|
| | (e) |  | words importing the singular number only shall include the plural and
vice versa and words importing a specific gender shall include the other
genders; and                                                                                                                                                                                                                                                                               
|
| | (f) |  | the headings used in the by-laws are inserted for reference purposes
only are not to be considered or taken into account in construing the
terms or provisions thereof or to be deemed in any way to clarify,
modify or explain the effect of any such terms or provisions.                                                                                                                                                               

REGISTERED OFFICE AND SEAL

2. (a) Registered Office.

The registered office of the Corporation shall be in the province within
Canada specified from time to time in its articles. The place and address of
the registered office within such province may be changed from time to time by
the directors.

(b) Seal.

The Corporation may, but need not, adopt a corporate seal, and may change
a corporate seal that is





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adopted. Any corporate seal adopted for the Corporation shall be such as
the board of directors may by resolution from time to time approve.

DIRECTORS

3. Number and Duties.

Subject to the articles of the Corporation and to the Act, the directors
shall manage, or supervise the management of, the business and affairs of the
Corporation. Subject to the articles of the Corporation and the Act, the board
of directors shall consist of a number of directors not fewer than set out in
the articles of the Corporation or, where a minimum and maximum number is
provided for in the articles, such number of directors as shall be determined
from time to time by resolution of the directors. The number or percentage of
resident Canadian directors of the Corporation shall be at least such number or
percentage that is required under the articles of the Corporation, the Act and
the Telecommunications Act. If the Corporation is a distributing corporation
and any of its securities remain outstanding and are held by more than one
person, at least two of the directors shall not be officers or employees of the
Corporation or any affiliate of the Corporation. In exercising his or her
powers and discharging his or her duties each director shall (a) act honestly
and in good faith with a view to the best interests of the Corporation and (b)
exercise the care, diligence and skill that a reasonably prudent person would
exercise in comparable circumstances.

4. Term of Office.

A directors term of office (subject to (a) the provisions of the articles
of the Corporation; (b) the provisions of the Act; (c) any unanimous
shareholder agreement; and (d) any expressly stated term of office) shall be
from the date on which the director is elected or appointed until the annual
meeting next following.

5. Vacation of Office.

A director of the Corporation ceases to hold office when the director: (a)
becomes bankrupt; (b) is found to be of unsound mind by a court in Canada or
elsewhere; (c) by notice in writing to the Corporation, resigns, which
resignation shall be effective at the time it is received by the Corporation or
at the time specified in the notice, whichever is later; (d) dies; (e) is
removed from office by the shareholders in accordance with paragraph 6; or (f)
if required to hold shares issued by the Corporation to be qualified as a
director, ceases to hold such shares.

6. Election and Removal.

Subject to Section 107 of the Act, the shareholders of the Corporation
shall elect, at the first meeting of shareholders and at each succeeding annual
meeting at which an election of directors is required, directors to hold office
for a term expiring not later than the close of the third annual meeting of
shareholders following the election. A director not elected for an expressly
stated term ceases to hold office at the close of the first annual meeting of
shareholders following the directors election, but, if qualified, is eligible
for re-election. If directors are not elected at a meeting of shareholders, the
incumbent directors continue in office until their successors are elected.
Provided always that, subject to Section 109 of the Act, the shareholders of
the Corporation may, by ordinary resolution passed at a special meeting of
shareholders, remove any director or directors from office and a vacancy
created by the removal of a director may be filled at the meeting of the
shareholders at which the director is removed.

7. Committees of Directors.

The directors may appoint from among their number a committee or
committees and subject to Section 115 of the Act and compliance with the
Telecommunications Act may delegate to any such committee any of the powers of
the directors. Subject to the by-laws and any resolution of the board of
directors, any committee of directors may meet for the transaction of business,
adjourn and otherwise regulate its





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meetings as it sees fit and may from time to time adopt, amend or repeal
rules or procedures in this regard. Subject to the Act, except to the extent
otherwise determined by the board of directors or, failing such determination,
as determined by such committee of directors, the provisions of paragraphs 8 to
15, inclusive, shall apply, mutatis mutandis, to such committee.

MEETINGS OF DIRECTORS

8. Place of Meeting.

Meetings of the directors may be held within or outside Canada.

9. Notice.

A meeting of directors may be convened by the Chairperson of the Board,
the Vice-Chairperson of the Board, the Managing Director, the President if he
is a director, a Vice-President who is a director or any two directors at any
time, and the Secretary, when directed or authorized by any of such officers or
any two directors, shall convene a meeting of directors. The notice of any
meeting convened as aforesaid need not specify the purpose of or the business
to be transacted at the meeting, except for any of the matters set out in
Section 115(3) of the Act.

Notice of any such meeting shall be served in the manner specified in
paragraphs 61 or 76 of this by-law not less than 48 hours (exclusive of the day
on which the notice is delivered or sent but inclusive of the day for which
notice is given) before the meeting is to take place; provided always that a
director may in any manner waive notice of a meeting of directors (whether
before or after such meeting) and attendance of a director at a meeting of
directors shall constitute a waiver of notice of the meeting except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is not lawfully
called; provided further that meetings of directors may be held at any time
without notice if all the directors are present (except where a director
attends a meeting for the express purpose of objecting to the transaction of
any business on the grounds that the meeting is not lawfully called) or if all
of the absent directors waive notice before or after the date of such meeting.

If the first meeting of the directors following the election of directors
by the shareholders is held immediately thereafter, then for such meeting or
for a meeting of the directors at which a director is appointed to fill a
vacancy in the board, no notice shall be necessary to such elected or appointed
directors or directors in order to legally constitute the meeting, provided
that a quorum of the directors is present.

10. Omission of Notice.

The accidental omission to give notice of any meeting of directors to, or
the non-receipt of any notice by, any person shall not invalidate any
resolution passed or any proceeding taken at such meeting.

11. Adjournment.

Any meeting of directors may be adjourned from time to time by the
Chairperson of the meeting, with the consent of the meeting, to a fixed time
and place. Notice of any adjourned meeting of directors is not required to be
given if the time and place of the adjourned meeting is announced at the
original meeting. Any adjourned meeting shall be duly constituted if held in
accordance with the terms of the adjournment and a quorum is present thereat.
The directors who formed a quorum at the original meeting are not required to
form the quorum at the adjourned meeting. If there is no quorum present at the
adjourned meeting, the original meeting shall be deemed to have terminated
forthwith after its adjournment. Any business may be brought before or dealt
with at any adjourned meeting which might have been brought before or dealt
with at the original meeting in accordance with the notice calling the same.

12. Quorum.

A majority of the number of directors fixed under paragraph 3 shall form a
quorum for the transaction





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of business and, notwithstanding any vacancy among the directors, a quorum
of directors may exercise all the powers of directors. No business shall be
transacted at a meeting of directors unless a quorum of the board of directors
is present and unless at least the number of resident Canadian directors
required to be present under the Act and the Telecommunications Act are
present.

13. Telephone, Electronic or Other Communication Facility.

A director may, in accordance with the Regulations, if any, and if all of
the directors of the Corporation consent, participate in a meeting of directors
or of a committee of directors by means of such telephonic, electronic or other
communication facility that permits all participants to communicate adequately
with each other during the meeting. A director participating in such a meeting
by such means is deemed to be present at that meeting.

14. Voting.

Questions arising at any meeting of the board of directors shall be
decided by a majority of votes. In case of an equality of votes the Chairperson
of the meeting in addition to his or her original vote shall not have a second
or casting vote.

15. Resolution in Lieu of Meeting.

Notwithstanding any of the provisions of this by-law, but subject to the
Act or any unanimous shareholder agreement, a resolution in writing, signed by
all of the directors entitled to vote on that resolution at a meeting of the
directors is as valid as if it had been passed at a meeting of the directors.

REMUNERATION OF DIRECTORS

16. Remuneration of Directors.

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

SUBMISSION OF CONTRACTS OR

TRANSACTIONS TO SHAREHOLDERS FOR APPROVAL

17. Submission of Contracts or Transactions to Shareholders for Approval.

The board of directors in its discretion may submit any contract, act or
transaction for approval or ratification at any annual meeting of the
shareholders or at any special meeting of the shareholders called for the
purpose of considering the same and, subject to the provisions of Section 120
of the Act, any such contract, act or transaction that shall be approved or
ratified or confirmed by a special resolution passed at any such meeting
(unless any different or additional requirement is imposed by the Act or by the
Corporations articles or any other by-law) shall be as valid and as binding
upon the Corporation and upon all the shareholders as though it had been
approved, ratified or confirmed by every shareholder of the Corporation.

FOR THE PROTECTION OF DIRECTORS AND OFFICERS

18. Conflict of Interest.





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In supplement of and not by way of limitation upon any rights conferred
upon directors and officers by the Act, no director or officer shall be
disqualified by his or her office from, or vacate his or her office by reason
of, holding any office or place of profit under the Corporation or under any
body corporate in which the Corporation shall be a shareholder; nor shall any
director or officer be liable to account to the Corporation or any of its
shareholders or creditors for any profit arising from any such office or place
of profit; and, subject to the provisions of Section 120 of the Act, no
contract or arrangement entered into by or on behalf of the Corporation in
which any director or officer shall be in any way directly or indirectly
interested shall be avoided or voidable and no director or officer shall be
liable to account to the Corporation or any of its shareholders or creditors
for any profit realized by or from any such contract or arrangement by reason
of any fiduciary relationship. A director or officer of the Corporation who is
a party to a material contract or transaction or proposed material contract or
transaction with the Corporation, or is a director or an officer, or an
individual acting in a similar capacity 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 the nature
and extent of such interest at the time and in the manner provided in the Act.
Except as provided in the Act, no such director of the Corporation shall vote
on any resolution to approve such contracts or transactions but each such
director may be counted to determine the presence of a quorum at the meeting of
directors where such vote is being taken.

19. For the Protection of Directors and Officers.

Except as otherwise provided in the Act, no director or officer for the
time being of the Corporation shall be liable for the acts, receipts, neglects
or defaults of any other director or officer or employee or for joining in any
receipt or act for conformity or for any loss, damage or expense happening to
the Corporation through the insufficiency or deficiency of title to any
property acquired by the Corporation or for or on behalf of the Corporation or
for the insufficiency or deficiency of any security in or upon which any of the
moneys of or belonging to the Corporation shall be placed out or invested or
for any loss or damage arising from the bankruptcy, insolvency or tortious act
of any person, including any person with whom or which any moneys, securities
or effects shall be lodged or deposited or for any loss, conversion,
misapplication or misappropriation of or any damage resulting from any dealings
with any moneys, securities or other assets belonging to the Corporation or for
any other loss, damage or misfortune whatever which may happen in the execution
of the duties of their respective office or trust or in relation thereto unless
the same shall happen by or through their failure to exercise the powers and to
discharge the duties of their office honestly and in good faith with a view to
the best interests of the Corporation and in connection therewith to exercise
the care, diligence and skill that a reasonably prudent person would exercise
in comparable circumstances. The directors for the time being of the
Corporation shall not be under any duty or responsibility in respect of any
contract, act or transaction whether or not made, done or entered into in the
name or on behalf of the Corporation, except such as shall have been submitted
to and authorized or approved by the board of directors. If any director or
officer of the Corporation shall be employed by or shall perform services for
the Corporation otherwise than as a director or officer or shall have an
interest in a person which is employed by or performs services for the
Corporation, the fact of their being a shareholder, director or officer of the
Corporation shall not disentitle such director or officer or such person, as
the case may be, from receiving proper remuneration for such services.

20. Indemnities to Directors and Officers.

Subject to the provisions of Section 124 of the Act, the Corporation shall
indemnify a director or officer, a former director or officer, or another
individual who acts or acted at the Corporations request as a director or
officer, or an individual acting in a similar capacity of another entity,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by the individual in respect
of any civil, criminal or administrative action or proceeding to which the
individual is involved because of that association with the Corporation or
other entity, if (a) the individual acted honestly and in good faith with a
view to the best interests of the Corporation or, as the case may be, to the
best interests of the other entity for which the individual acted as director
or officer or in a similar capacity at the Corporations request; and (b) in
the case of a criminal or administrative action or proceeding that is enforced
by a monetary penalty, the individual had reasonable grounds for believing that
the individuals





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conduct was lawful. The Corporation shall also indemnify any 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 to the extent permitted by
the Act or law. The Corporation may also purchase insurance for the benefit of
any or all directors and/or officers or other individuals referred to above
against any such liability.

OFFICERS

21. Appointments Generally.

The board of directors may annually or oftener as may be required appoint
a Chairperson of the Board, a Vice-Chairperson of the Board, a President, one
or more Vice-Presidents, a Secretary, a Treasurer, one or more Assistant
Secretaries, one or more Assistant Treasurers, a Managing Director, a General
Manager, a General Counsel and/or a Comptroller. Notwithstanding the foregoing,
each incumbent officer shall continue in office until the earliest of (a) the
officers resignation, which resignation shall be effective at the time a
written resignation is received by the Corporation or at the time specified in
the resignation, whichever is later, (b) the appointment of the officers
successor, (c) the officer ceasing to be a director or resident Canadian if
such is a necessary qualification of the officers appointment, (d) the meeting
at which the board of directors annually appoint the officers of the
Corporation, (e) the officers removal, and (f) the officers death. A director
may be appointed to any office of the Corporation but none of the officers
except the Chairperson of the Board, the Vice-Chairperson of the Board and the
Managing Director need be a member of the board of directors. Two or more of
such offices may be held by the same person. In case and whenever the same
person holds the offices of Secretary and Treasurer he may but need not be
known as the Secretary-Treasurer. The board of directors may from time to time
appoint such other officers and agents as it shall deem necessary who shall
have such authority and shall perform such duties as may from time to time be
prescribed by the board of directors. The board of directors may from time to
time and subject to the provisions of the Act, vary, add to or limit the duties
and powers of any officer.

22. Remuneration and Removal.

The remuneration of all officers appointed by the board of directors shall
be determined from time to time by resolution of the board of directors. The
fact that any officer or employee is a director or shareholder of the
Corporation shall not disqualify such officer or employee from receiving such
remuneration as may be determined. All officers, in the absence of agreement to
the contrary, shall be subject to removal by resolution of the board of
directors at any time, with or without cause.

23. Powers and Duties.

All officers shall sign such contracts, documents or instruments in
writing as require their respective signatures and shall respectively have and
perform all powers and duties incident to their respective offices and such
other powers and duties respectively as may from time to time be assigned to
them by the board of directors.

24. Duties May be Delegated.

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

25. Chairperson of the Board.

The Chairperson of the Board (if any) shall, when present, preside as
Chairperson at all meetings of the directors, any committee of directors and
the shareholders.

26. Vice-Chairperson of the Board.





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If the Chairperson of the Board is absent or is unable or refuses to act,
the Vice-Chairperson of the Board (if any) shall, when present, preside as
chairperson at all meetings of the directors, any committee of directors and
the shareholders.

27. President.

The President shall be the chief executive officer of the Corporation
unless otherwise determined by the board of directors. The President shall be
vested with and may exercise all the powers and shall perform all the duties of
the Chairperson of the Board and/or the Vice-Chairperson of the Board if none
be appointed or if the Chairperson of the Board and the Vice-Chairperson of the
Board are absent or are unable or refuse to act; provided, however, that unless
the President is a director, the President shall not preside as Chairperson at
any meeting of directors or of any committee of directors or, subject to
paragraph 44 of this by-law, at any meeting of shareholders.

28. Vice-President.

The Vice-President or, if more than one, the Vice-Presidents, in order of
seniority, shall be vested with all the powers and shall perform all the duties
of the President in the absence or inability or refusal to act of the
President; provided, however, that a Vice-President who is not a director shall
not preside as Chairperson at any meeting of directors or of any committee of
directors or, subject to paragraph 44 of this by-law, at any meeting of
shareholders.

29. Secretary.

The Secretary shall give or cause to be given notices for all meetings of
the directors, any committee of directors and the shareholders when directed to
do so and shall have charge of the minute and record books of the Corporation
and, subject to the provisions of paragraph 52 of this by-law, of the records
(other than accounting records) referred to in Section 20 of the Act. The
Secretary shall, when present, act as secretary of meetings of the board of
directors and of the shareholders.

30. Treasurer.

Subject to the provisions of any resolution of the board of directors, the
Treasurer (or any other person holding a similar function) shall have the care
and custody of all the funds and securities of the Corporation and shall
deposit the same in the name of the Corporation in such bank or banks or with
such other depositary or depositaries as the board of directors may direct.

31. Assistant Secretary and Assistant Treasurer.

The Assistant Secretary or, if more than one, the Assistant Secretaries in
order of seniority, and the Assistant Treasurer or, if more than one, the
Assistant Treasurers in order of seniority, shall respectively perform all the
duties of the Secretary and the Treasurer, respectively, in the absence or
inability or refusal to act of the Secretary or the Treasurer, as the case may
be.

32. Managing Director.

The Managing Director shall be a member of the board of directors, and a
resident Canadian and shall exercise such powers and have such authority as may
be delegated to the Managing Director by the board of directors in accordance
with the provisions of Section 115 of the Act.

33. General Manager.

The board of directors may from time to time appoint a General Manager and
may delegate to such General Manager full power to manage and direct the
business and affairs of the Corporation (except such





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matters and duties as by law must be transacted or performed by the board
of directors and/or by the shareholders) and to employ and discharge agents and
employees of the Corporation or may delegate to the General Manager any lesser
authority. The General Manager shall conform to all lawful orders given by the
board of directors and shall at all reasonable times give to the directors or
any of them all information they may require regarding the affairs of the
Corporation. Any agent or employee appointed by the General Manager shall be
subject to discharge by the board of directors.

34. Vacancies.

If the office of any officer of the Corporation shall be or become vacant
by reason of death, resignation, disqualification or otherwise, the board of
directors may appoint a person to fill such vacancy.

SHAREHOLDERS MEETINGS

35. Annual Meeting.

Subject to the provisions of Section 133 of the Act, the annual meeting of
the shareholders shall be held on such day in each year and at such time as the
board of directors may determine.

36. Special Meetings.

Special meetings of the shareholders may be convened by order of the
Chairperson of the Board, the Vice-Chairperson of the Board, the Managing
Director, the President if a director, a Vice-President if a director or by the
board of directors at any date and time.

37. Place of Meetings.

Meetings of shareholders shall be held at any place within Canada that the
board of directors determine, or at any place outside Canada if such place is
specified in the articles or all the shareholders entitled to vote at the
meeting agree that the meeting is to be held at that place. A shareholder who
attends a meeting of shareholders held outside Canada is deemed to have agreed
to it being held outside Canada except when the shareholder attends the meeting
for the express purpose of objecting to the transaction of any business on the
grounds that the meeting is not lawfully held.

38. Participation in Meeting by Electronic Means.

Any person entitled to attend a meeting of shareholders may participate in
the meeting, in accordance with the Regulations, if any, 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.

39. Meeting Held by Electronic Means.

If the directors or the shareholders of the Corporation call a meeting of
shareholders pursuant to the Act, those directors or shareholders, as the case
may be, may determine that the meeting shall be held, in accordance with the
Regulations, if any, entirely by means of a telephonic, electronic or other
communication facility that permits all participants to communicate adequately
with each other during the meeting.

40. Notice.

Notice of the time and place of each meeting of shareholders shall be
given in the manner provided no less than 21 nor more than 60 days before the
date of the meeting to each director, to the auditor, and to each shareholder
who at the close of the 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 to





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shareholders called for any purpose other than consideration of the
financial statements and auditors report, election of directors and
reappointment of the incumbent auditor shall state the nature of such business
in sufficient detail to permit the shareholder to form a reasoned judgment
thereon and shall state the text of any special resolution to be submitted to
the meeting. A shareholder and any other person entitled to attend a meeting of
shareholders may in any manner waive notice of or otherwise consent to a
meeting of shareholders.

41. Waiver of Notice.

A shareholder or any other person entitled to attend a meeting of
shareholders may in any manner waive notice of a meeting of shareholders
(whether before or after such meeting) and their attendance at a meeting of
shareholders is a waiver of notice of the meeting, except where they attend a
meeting for the express purpose of objecting to the transaction of any business
on the grounds that the meeting is not lawfully called.

42. Omission of Notice.

The accidental omission to give notice of any meeting or any irregularity
in the notice of any meeting or the non-receipt of any notice by any
shareholder or shareholders, director or directors or the auditor of the
Corporation shall not invalidate any resolution passed or any proceedings taken
at any meeting of shareholders.

43. Voting.

Every question submitted to any meeting of shareholders shall be decided
in the first instance by a show of hands unless a person entitled to vote at
the meeting has demanded a ballot. In the case of an equality of votes the
Chairperson of the meeting shall neither on a show of hands nor on a ballot
have a second or casting vote in addition to the vote or votes to which he or
she may be otherwise entitled.

Notwithstanding the foregoing, any vote taken at a meeting of shareholders
may be held, in accordance with the Regulations, if any, entirely by means of a
telephonic, electronic or other communication facility, if the Corporation
makes available such a communication facility. Any person participating in a
meeting of shareholders by electronic means pursuant to Subsection 132(4) or
(5) of the Act and entitled to vote at the meeting may vote, in accordance with
the Regulations, if any, by means of the telephonic, electronic or other
communication facility that the Corporation has made available for that
purpose.

A ballot may be demanded either before or after any vote by show of hands
by any person entitled to vote at the meeting. If at any meeting a ballot is
demanded on the election of a Chairperson or on the question of adjournment it
shall be taken forthwith without adjournment. If at any meeting a ballot is
demanded on any other question or as to the election of directors, the vote
(subject to Section 152(3) of the Act) shall be taken by ballot in such manner
and either at once, later in the meeting or after adjournment as the
Chairperson of the meeting directs. The result of a ballot shall be deemed to
be the resolution of the meeting at which the ballot was demanded. A demand for
a ballot may be withdrawn.

Where two or more persons hold the same share or shares jointly, one of
these holders present at a meeting of shareholders may, in the absence of the
other or others, vote the share or shares but if two or more of those persons
who are present, in person or by proxy, vote, they shall vote as one on the
share or shares jointly held by them.

At any meeting unless a ballot is demanded, an entry in the minutes of a
meeting to the effect that the Chairperson of the meeting declared a resolution
to be carried or defeated is, in the absence of evidence to the contrary, proof
of the fact without proof of the number or proportion of the votes recorded in
favour of or against the resolution.

44. Chairperson of the Meeting.





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In the event that the Chairperson of the Board and the Vice-Chairperson of
the Board are absent and the President is absent or is not a director and there
is no Vice-President present who is a director, the persons who are present and
entitled to vote shall choose another director as Chairperson of the meeting
and if no director is present or if all the directors present decline to take
the chair then the persons who are present and entitled to vote shall choose
one of their number to be Chairperson.

45. Proxies.

Votes at meetings of shareholders may be given either personally or by
proxy or, in the case of a shareholder who is a body corporate or association,
by an individual authorized to represent it at meetings of shareholders of the
Corporation. At every meeting at which he or she is entitled to vote, every
shareholder and/or person appointed by proxy and/or individual so authorized to
represent a shareholder who is present in person shall have one vote on a show
of hands. Upon a ballot at which the person is entitled to vote, every
shareholder present in person or represented by proxy or by an individual so
authorized shall (subject to the provisions, if any, of the articles of the
Corporation) have one vote for every share held by him or her.

A proxy shall be executed by the shareholder or the shareholders attorney
authorized in writing or, if the shareholder is a body corporate or
association, by an officer or attorney thereof duly authorized and is valid
only at the meeting in respect of which it is given or any adjournment thereof.

A person appointed by proxy need not be a shareholder.

Subject to the provisions of the Act and the Regulations, a proxy may be
in the following form:

The undersigned shareholder of Call-Net Enterprises Inc. hereby appoints          of          or failing such person,          of          as the nominee of the
undersigned to attend and act for the undersigned and on behalf of the
undersigned at the          meeting of the shareholders of the said Corporation
to be held on the          day of          , 20    and at any adjournment or
adjournments thereof in the same manner, to the same extent and with the same
power as if the undersigned were present at the said meeting or such
adjournment or adjournments thereof.

|                                              |  |                         
|--------------------------------------------- |  | ------------------------
|DATED this          day of          , 20   |  |                         
|                                              |  |                         
|                                              |  | Signature of Shareholder

The board of directors may from time to time make regulations regarding
the lodging of proxies at some place or places other than the place at which a
meeting or adjourned meeting of shareholders is to be held and for particulars
of such proxies to be provided before the meeting or adjourned meeting to the
Corporation or any agent of the Corporation for the purpose of receiving such
particulars and providing that proxies so lodged may be voted upon as though
the proxies themselves were produced at the meeting or adjourned meeting and
votes given in accordance with such regulations shall be valid and shall be
counted. The Chairperson of any meeting of shareholders may, subject to any
regulations made as aforesaid, in the Chairpersons discretion accept any
legible form of communication as to the authority of any person claiming to
vote on behalf of and to represent a shareholder notwithstanding that no proxy
conferring such authority has been lodged with the Corporation, and any votes
given in accordance with such communication accepted by the Chairperson of the
meeting shall be valid and shall be counted.

46. Adjournment.

The Chairperson of any meeting may with the consent of the meeting adjourn
the same from time to time to a fixed time and place and no notice of such
adjournment need be given to the shareholders unless the meeting is adjourned
by one or more adjournments for an aggregate of thirty (30) days or more in
which case, subject to Section 135(4) of the Act, notice of the adjourned
meeting shall be given as for an original meeting. Any business may be brought
before or dealt with at any adjourned meeting for which no





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notice is required which might have been brought before or dealt with at
the original meeting in accordance with the notice calling the same.

Any adjourned meeting shall be duly constituted if held in accordance with
the terms of the adjournment and a quorum is present thereat. The persons who
formed a quorum at the original meeting are not required to form the quorum at
the adjourned meeting. If there is no quorum present at the adjourned meeting,
the original meeting shall be deemed to have terminated forthwith after its
adjournment.

47. Quorum.

A quorum at any meeting of shareholders (unless a greater number of
persons are required to be present or a greater number of shares are required
to be represented by the Act or by the articles or any other by-law) shall be
shareholders present in person or by proxy, not being less than two in number,
and such shareholders being entitled to vote at such meeting. Notwithstanding
the foregoing, if the Corporation has only one shareholder, or only one holder
of any class or series of shares, the shareholder present in person or by proxy
constitutes a meeting. No business shall be transacted at any meeting unless
the requisite quorum be present at the time of the transaction of such
business. If a quorum is not present at the time appointed for a meeting of
shareholders or within such reasonable time thereafter as the shareholders
present may determine, the persons present and entitled to vote may adjourn the
meeting to a fixed time and place but may not transact any other business and
the provisions of paragraph 46 with regard to notice shall apply to such
adjournment.

48. Resolution in Lieu of Meeting.

Notwithstanding any of the provisions of this by-law a resolution in
writing signed by all of the shareholders entitled to vote on that resolution
at a meeting of the shareholders is, subject to Section 142 of the Act, as
valid as if it had been passed at a meeting of the shareholders.

SECURITIES

49. Issuance of Shares.

Subject to the provisions of Section 25 of the Act, the articles, by-laws
and any unanimous shareholder agreement, shares in the capital of the
Corporation may be issued by the board of directors at such times and on such
terms and conditions and to such persons or class of persons as the board of
directors determines.

50. Certificates.

Certificates for shares and the instrument of transfer, if any, on the
reverse side thereof shall (subject to Section 49 of the Act) be in such form
as the board of directors may approve and such certificates shall be signed by
at least one of the following persons, or the signature shall be printed or
otherwise mechanically reproduced on the certificate:



| | (a) |  | a director or officer of the Corporation;                                                                     
| | --- |  | --------------------------------------------------------------------------------------------------------------
|
| | (b) |  | a registrar, transfer agent or branch transfer agent of the
Corporation, or an individual on their behalf; and
|
| | (c) |  | a trustee who certifies it in accordance with a trust indenture.                                              

A share certificate containing the signature of a person which is printed,
engraved, lithographed or otherwise mechanically reproduced thereon may be
issued notwithstanding that the person has ceased to be a director or an
officer, as the case may be, of the Corporation and shall be as valid as if the
person were a director or an officer, as the case may be, at the date of its
issue.





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##### 



TRANSFER OF SECURITIES

51. Borrowing Power.

Without limiting the borrowing powers of the Corporation as set forth in
the Act, the board may from time to time on behalf of the Corporation, without
authorization of the shareholders:



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

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

52. Transfer Agent and Registrar.

The board of directors may from time to time appoint or remove one or more
transfer agents and/or branch transfer agents and/or registrars and/or branch
registrars (which may or may not be the same individual or body corporate) for
the securities issued by the Corporation in registered form (or for such
securities of any class or classes) and may provide for the registration of
transfers of such securities (or such securities of any class or classes) in
one or more places and such transfer agents and/or branch transfer agents
and/or registrars and/or branch registrars shall keep all necessary books and
registers of the Corporation for the registering of such securities (or such
securities of the class or classes in respect of which any such appointment has
been made). In the event of any such appointment in respect of the shares (or
the shares of any class or classes) of the Corporation, all share certificates
issued by the Corporation in respect of the shares (or the shares of the class
or classes in respect of which any such appointment has been made) of the
Corporation shall be countersigned by or on behalf of one of the said transfer
agents and/or branch transfer agents and by or on behalf of one of the said
registrars and/or branch registrars, if any.

53. Securities Registers.

A central securities register of the Corporation shall be kept at the
registered office of the Corporation or at such other office or place in Canada
as may from time to time be designated by the board of directors and a branch
securities register or registers may be kept at such office or offices of the
Corporation or other place or places, either in or outside Canada, as may from
time to time be designated by the board of directors. Such register or
registers shall comply with the provisions of Section 50 of the Act.

54. Surrender of Certificates.

Subject to the Act and the provisions of paragraph 55, no transfer of a
security issued by the Corporation shall be registered unless the security
certificate representing the security to be transferred has been surrendered
or, if no security certificate has been issued by the Corporation in respect of
such security, unless a duly executed instrument of transfer in respect thereof
has been delivered to the Corporation or its transfer agent, as the case may
be.





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55. Shareholder Indebted to the Corporation.

If so provided in the articles of the Corporation, the Corporation has a
lien on a share registered in the name of a shareholder or the shareholders
personal representative for a debt of that shareholder to the Corporation. Such
lien on a share of the Corporation may, subject to the Act, be enforced as
follows:



| | (a) |  | where such share is redeemable pursuant to the articles of the
Corporation, by redeeming such share and applying the redemption price
to such debt;                                                                                                                                                                                          
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | by purchasing such share for cancellation for a price equal to the
book value of such share and applying the proceeds to such debt;                                                                                                                                                                                                          
|
| | (c) |  | by selling such share to any third party whether or not such party is
at arms length to the Corporation including, without limitation, any
officer or director of the Corporation, for the best price which the
board of directors in their sole discretion consider to be obtainable
for such share and applying the proceeds to such debt;
|
| | (d) |  | by refusing to permit the registration of a transfer of such share
until such debt is paid; or                                                                                                                                                                                                                                               
|
| | (e) |  | by any other means permitted by law.                                                                                                                                                                                                                                                                                                         

56. Lost, Apparently Destroyed or Wrongfully Taken Security Certificates.

Subject to the Act, in case of the loss, apparent destruction or wrongful
taking of a security certificate, a new certificate may be issued in
replacement of the one lost, apparently destroyed or wrongfully taken or a
transfer of the securities represented by such certificate may be registered,
upon such terms as the board of directors may from time to time prescribe,
either generally or in respect of any particular loss, apparent destruction or
wrongful taking of a security certificate.

DIVIDENDS

57. Dividends.

The board of directors may from time to time declare and the Corporation
may pay dividends on the issued and outstanding shares in the capital of the
Corporation subject to the provisions (if any) of the articles of the
Corporation.

The board of directors shall not declare and the Corporation shall not pay
a dividend if there are reasonable grounds for believing that:



| | (a) |  | the Corporation is, or would after the payment be, unable to pay its
liabilities as they become due; or                                        
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the realizable value of the Corporations assets would thereby be
less than the aggregate of its liabilities and stated capital of all
classes.

The Corporation may pay a dividend by issuing fully paid shares of the
Corporation and, subject to the foregoing, the Corporation may pay a dividend
in money or property.

The Corporation may fix a record date for determination of shareholders
entitled to receive a dividend in accordance with the requirements of Section
134 of the Act and the Regulations, to which the record date shall not be more
than sixty (60) days from the date of payment.

In case several persons are registered as the joint holders of any shares,
any one of such persons may give effectual receipts for all dividends and
payments on account of dividends and/or redemption of shares (if any) subject
to redemption.





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VOTING SHARES AND SECURITIES IN OTHER BODIES CORPORATE

58. Voting Shares and Securities in Other Bodies Corporate.

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

INFORMATION AVAILABLE TO SHAREHOLDERS

59. Confidential Information Not Available to Shareholders.

Except as provided by the Act, no shareholder shall be entitled to any
information respecting any details or conduct of the Corporations business
which in the opinion of the board of directors it would be inexpedient in the
interests of the Corporation to communicate to the public.

60. Availability of Corporate Records to Shareholders.

The board of directors may from time to time, subject to rights conferred
by the Act, determine whether and to what extent and at what time and place and
under what conditions or regulations the documents, books and registers and
accounting records of the Corporation or any of them shall be open to the
inspection of shareholders and no shareholder shall have any right to inspect
any document or book or register or accounting record of the Corporation except
as conferred by statute or authorized by the board of directors or by a
resolution of the shareholders.

NOTICES

61. Service.

Any notice or document required by the Act, the Regulations, the articles
or the by-laws to be sent to any shareholder or director or to the auditor may
be sent by prepaid mail addressed to, or may be delivered personally to, any
such shareholder at the shareholders latest address as shown in the records of
the Corporation or its transfer agent and to any such director at the
directors latest address as shown in the records of the Corporation or in the
last notice filed under Section 106 or 113 of the Act, and to the auditor at
the auditors business address; provided always that notice may be waived or
the time for the notice may be waived or abridged at any time with the consent
in writing of the person entitled thereto. If a notice or document is sent to a
shareholder by prepaid mail in accordance with this paragraph and the notice or
document is returned on two consecutive occasions because the shareholder
cannot be found, it shall not be necessary to send any further notices or
documents to the shareholder until the shareholder informs the Corporation in
writing of the shareholders new address.

62. Securities Registered in More Than One Name.

All notices or documents with respect to any securities of the Corporation
registered in more than one name shall be given to whichever of such persons is
named first in the records of the Corporation and any notice or document so
given shall be sufficient notice or delivery to all of the holders of such
securities.

63. Persons Becoming Entitled by Operation of Law.





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Subject to Section 51 of the Act, every person who by operation of law,
transfer or by any other means whatsoever shall become entitled to any
securities of the Corporation shall be bound by every notice or document in
respect of such securities which, previous to such persons name and address
being entered in the records of the Corporation, shall have been duly given to
the person or persons from whom such person derives title to such securities.

64. Deceased Security Holders.

Subject to Section 51 of the Act, any notice or document delivered or sent
pursuant to paragraph 61 of this by-law or in accordance with the provisions of
paragraphs 76 and 77 of this by-law to the address of any security holder as
the same appears in the records of the Corporation shall, notwithstanding that
such security holder be then deceased, and whether or not the Corporation has
notice of such security holders decease, be deemed to have been duly served in
respect of the securities held by such security holder (whether held solely or
with any other person or persons) until some other person be entered in such
security holders stead in the records of the Corporation as the holder or one
of the holders thereof and such service shall for all purposes be deemed a
sufficient service of such notice or document on such security holders heirs,
the personal representatives of such heirs, or the personal representatives of
the estate of such security holder and on all other persons, if any, interested
with such security holder in such securities.

65. Signature to Notices.

The signature of any director or officer of the Corporation to any notice
or document to be given by the Corporation may be written or mechanically
reproduced.

66. Computation of Time.

Where a given number of days notice or notice extending over a period is
required to be given under any provisions of the articles or by-laws of the
Corporation, the day of giving or serving the notice or document shall not,
unless it is otherwise provided, be counted in such number of days or other
period.

67. Proof of Service.

With respect to every notice or document sent by mail it shall be
sufficient to prove that the envelope or wrapper containing the notice or other
document was properly addressed as provided in paragraph 60 of this by-law and
put into a post office or into a letter box. A certificate of a director or an
officer of the Corporation in office at the time of the making of the
certificate or of a transfer officer of any transfer agent or branch transfer
agent of shares of any class of the Corporation as to facts in relation to the
sending or delivery of any notice or document to any security holder, director,
officer or auditor or publication of any notice or document shall be conclusive
evidence thereof and shall be binding on every security holder, director,
officer or auditor of the Corporation, as the case may be.

CHEQUES, DRAFTS AND NOTES

68. Cheques, Drafts and Notes.

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

CUSTODY OF SECURITIES

69. Custody of Securities.

All shares and other securities owned by the Corporation shall be lodged
(in the name of the Corporation) with a chartered bank or a trust company or in
a safety deposit box or, if so authorized by





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resolution of the board of directors, with such other depositaries or in
such other manner as may be determined from time to time by the board of
directors.

All shares and other securities belonging to the Corporation may be issued
or held in the name of a nominee or nominees of the Corporation (and if issued
or held in the names of more than one nominee shall be held in the names of the
nominees jointly with right of survivorship).

EXECUTION OF INSTRUMENTS

70. Execution of Instruments.

Contracts, documents or instruments in writing requiring the signature of
the Corporation may be signed either manually or by electronic means in
accordance with the Act by any one director or officer and all contracts,
documents and instruments in writing so signed shall be binding upon the
Corporation without any further authorization or formality. The board of
directors shall have power from time to time to appoint any other person or
persons, on behalf of the Corporation either to sign contracts, documents and
instruments in writing generally or to sign specific contracts, documents or
instruments in writing.

The corporate seal of the Corporation, if any, may be affixed to
contracts, documents and instruments in writing signed as aforesaid or by any
other person or persons, appointed as aforesaid by the board of directors but
any such contract, document or instrument is not invalid merely because the
corporate seal, if any, is not affixed thereto.

The term contracts, documents or instruments in writing as used in this
by-law shall include security certificates, deeds, mortgages, hypothecs,
charges, conveyances, transfers and assignments of property real or personal,
immovable or movable, agreements, releases, receipts and discharges for the
payment of money or other obligations and conveyances, transfers and
assignments of shares, share warrants, stocks, bonds, debentures or other
securities and all paper writings.

In particular without limiting the generality of the foregoing, any one
director or officer shall have authority to sell, assign, transfer, exchange,
convert or convey any and all shares, stocks, bonds, debentures, rights,
warrants or other securities owned by or registered in the name of the
Corporation and to sign and execute (under the seal of the Corporation or
otherwise) all assignments, transfers, conveyances, powers of attorney and
other instruments that may be necessary for the purpose of selling, assigning,
transferring, exchanging, converting or conveying any such shares, stocks,
bonds, debentures, rights, warrants or other securities.

The signature of the director or officer of the Corporation and/or of any
other person or persons, appointed as aforesaid by the board of directors may,
if specifically authorized by the board of directors, be printed, engraved,
lithographed or otherwise mechanically reproduced upon any contracts, documents
or instruments in writing or bonds, debentures or other securities of the
Corporation executed or issued by or on behalf of the Corporation and all
contracts, documents or instruments in writing or bonds, debentures or other
securities of the Corporation on which the signature or signatures of any one
or more of the foregoing directors or officers or the other persons authorized
as aforesaid shall be so reproduced pursuant to such authorization by the board
of directors shall be deemed to have been manually signed by each such
director, officer or other person whose signature is so reproduced and shall be
as valid to all intents and purposes as if they had been signed manually and
notwithstanding that any such director, officer or other person whose signature
is so reproduced may have ceased to hold office at the date of the delivery or
issue of such contracts, documents or instruments in writing or bonds,
debentures or other securities of the Corporation.

DIVISIONS

71. Authority to Create Divisions.

The board of directors may cause the business and operations of the
Corporation or any part thereof to





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be divided into one or more divisions based upon character or type of
operations, geographical territories, manufactured products, method of
distribution, type of product or products manufactured or distributed or upon
such other basis of division as the board may from time to time determine to be
advisable. In particular, the board may authorize:



| | (i)  |  | 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 or sub-units; and          
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | the designation of any such division or sub-unit by, and the carrying
on of the business and operations of any such division or sub-unit
under, a name other than the name of the Corporation.

72. Designation and Appointment of Divisional Officers.

The board of directors may, by resolution, designate and appoint
divisional officers assigned to that particular division or a sub-unit of that
division provided that any such divisional officer shall not, as such, be an
officer of the Corporation. The divisional officers, if any, shall be appointed
by the board of directors annually or oftener as may be required.
Notwithstanding the foregoing, each incumbent divisional officer shall continue
in office until the earliest of (a) the divisional officers resignation, which
resignation shall be effective at the time a written resignation is received by
the Corporation or at the time specified in the resignation, whichever is
later, (b) the divisional officers appointment of the divisional officers
successor, (c) the meeting at which the board of directors annually appoints
the divisional officers of the Corporation, (d) the divisional officers death,
and (e) the divisional officers removal by resolution of the board of
directors, which removal may be made by the board of directors at any time,
with or without cause, without prejudice to such divisional officers rights
under any employment contract or in law. For certainty, the removal of a
divisional officer from his or her position as a divisional officer does not of
itself constitute a termination of that persons employment with the
Corporation. The divisional officers need not be directors and one person may
hold more than one divisional office.

73. Duties and Authority of Divisional Officers.

The duties, responsibilities, limitations and remuneration of the
divisional officers shall be such as are determined from time to time by the
person or persons and/or committee or committees designated by the board of
directors of the Corporation having responsibility for the division to which
such divisional officer has been appointed. The authority of any such
divisional officer shall, however, be limited to acts and transactions relating
only to the business and operations which his or her division is authorized to
transact and perform, provided, however, that if the same person is also
appointed an officer of the Corporation, the foregoing shall not limit his or
her acts under the powers and duties of such corporate office.

74. Execution of Instruments.

Contracts or documents requiring the signature of the Corporation and
relating only to a particular division of the Corporation may be signed in
accordance with paragraph 70 or by any one of the divisional officers appointed
pursuant to paragraph 72 with respect to such division. All such contracts or
documents so signed shall be binding upon the Corporation without further
authorization or formality. The board of directors shall have power from time
to time by resolution to appoint any divisional officer or officers appointed
pursuant to paragraph 72, or other person or persons, to sign specific
contracts or documents on behalf of the Corporation and relating only to a
particular division of the Corporation.

Any such divisional signing officer may affix the seal of the Corporation
to any such contract or document, and may certify a copy of any instrument,
resolution, by-law or other document of the Corporation to be a true copy
thereof.

If specifically authorized by a resolution of the board of directors, the
signature of any divisional signing officer may be printed, engraved,
lithographed or otherwise mechanically reproduced upon all contracts or
documents relating only to the division and all such contracts or documents on
which the signature of any of the foregoing divisional signing officers have
been so reproduced shall be deemed to





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have been manually signed by the divisional signing officer whose
signature is so reproduced and shall be as valid as if signed manually and
notwithstanding that the divisional signing officer whose signature is so
reproduced may have ceased to hold office at the date of delivery or issue of
such contracts or documents.

FINANCIAL YEAR

75. Financial Year.

The financial year of the Corporation shall terminate on such date in each
year as the board of directors may from time to time determine.

ELECTRONIC DOCUMENTS

76. Creation and Provision of Information.

Unless the Corporations articles otherwise provide, and subject to and in
accordance with the provisions of Part XX.I of the Act, the Regulations and
paragraph 77 of this by-law, the Corporation may satisfy any requirement under
the Act or the Regulations to create or provide a notice, document or other
information to any person by the creation or provision of an electronic
document. Except as provided in Section 252.6 of the Act, 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.

77. Consent and Other Requirements.

Notwithstanding the foregoing paragraph 76, a requirement under the Act or
the Regulations to provide a person with a notice, document or other
information shall not be satisfied by the provision of an electronic document
unless



| | (a) |  | the addressee has consented, in accordance with the Regulations, and
has designated an information system for the receipt of the electronic
document; and
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the electronic document is provided to the designated information
system, unless the Regulations provide otherwise.                                      

The term information system means a system used to generate, send,
receive, store, or otherwise process an electronic document.

COMPLIANCE WITH TELECOMMUNICATIONS ACT

78. Declaration.

The directors may require any person in whose name shares of the
corporation are registered to provide a statutory declaration under the Canada
Evidence Actconcerning:



| | (a) |  | whether the shareholder is the beneficial owner of the shares of the
corporation or holds them for a beneficial owner,
| | --- |  | ----------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | whether the shareholder is an associate of any other shareholder,                                                     
|
| | (c) |  | whether the shareholder or beneficial owner is a Canadian (as such
term is defined in the Telecommunications Act) and 
|
| | (d) |  | any further facts that the directors consider relevant.                                                               

79. Transfer of Shares.





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The directors may require any person seeking to have a transfer of a
voting share registered in their name or to have a voting share issued to them
to provide a declaration similar to the declaration a shareholder may be
required to provide under section 78; and

80. Additional Circumstances.

The directors may determine the circumstances in which any declarations
are required, their form and the times when they are to be provided.

ENACTED this 10th day of April, 2002.

|                 |  |                      
|---------------- |  | ---------------------
|/s/  Bill Linton |  | /s/  George Malysheff
|                 |  |                      
|President        |  | Secretary