EXHIBIT 3.36
                                                                    ------------

                                  BY-LAW NO. 1


                         A by-law relating generally to
                 the transaction of the business and affairs of
                          HAMILTON DIGITAL DESIGNS LTD.

              BE IT ENACTED and it is hereby enacted as a by-law of
                          HAMILTON DIGITAL DESIGNS LTD.
(hereinafter called the "Corporation") as follows:

                                   HEAD OFFICE
                                   -----------

         1.       The directors may from time to time by resolution fix the
                  location of the head office of the Corporation within the
                  place in Ontario designated as such by the articles of the
                  Corporation or by special by-law of the Corporation

                                      SEAL
                                      ----

         2.       The Corporation shall have a seal which shall be adopted and
                  may be changed by resolution of the directors.

                             MEETING OF SHAREHOLDERS
                             -----------------------

         3.       ANNUAL MEETING - The annual meeting of the shareholders shall
                  be held, subject to the provisions of paragraph 20 hereof, at
                  such place within Ontario or at such a place outside of
                  Ontario designated by the articles of the Corporation, at such
                  time and on such day in each year as the board, or president,
                  or a vice - president who is a director may from time to time
                  by resolution determine, for the purpose of hearing and
                  receiving the reports and statements required by The Business
                  Corporations Act to be read and laid before the Corporation at
                  an annual meeting, electing directors, appointing, if
                  necessary, the auditor and fixing or authorizing the board to
                  fix his remuneration and for the transaction of such other
                  business as may properly be brought before the meeting.

         4.       GENERAL MEETINGS -The board or the president or a
                  vice-president who is a director shall have power at any time
                  to call a general meeting of the share holders of the
                  Corporation to be held at such time at such a place within
                  Ontario or at such place outside of Ontario designated by the
                  articles of the Corporation as may be determined by the board
                  or the person calling the meeting. The phrase "meeting of
                  shareholders" wherever it occurs in this by-law shall mean and
                  include an annual meeting of shareholders and a general
                  meeting of shareholders and shall also include a meeting of
                  any class or classes of shareholders.

<PAGE>

         5.       NOTICES - No public notice or advertisement of any meeting of
                  shareholders shall be required, but notice of the time and
                  place of each such meeting shall be given not less than ten
                  days before the day on which the meeting is to be held to the
                  auditor, if any, of the Corporation, to the directors of the
                  Corporation and to each shareholder of record at the close of
                  business on the day prior to the day on which the notice is
                  given who is entered on the books of the Corporation as the
                  holder of one or more shares carrying the right to vote at the
                  meeting. Notice of a general meeting of shareholders shall
                  state the general nature of the business which is to be
                  transacted. A meeting of shareholders may be held at any time
                  without notice if all the shareholders entitled to vote
                  thereat are present or represented by proxy or those not so
                  present or represented by proxy have waived notice, the
                  directors are present or have waived notice, and if the
                  auditor, if any, is present or has waived such notice, and at
                  such meeting any business may be transacted which the
                  Corporation at an annual or general meeting of the
                  shareholders may transact.

         6.       REPORTS TO SHAREHOLDERS - Subject to the provisions of The
                  Business Corporations Act, a copy of the financial statement
                  and a copy of the auditor's report shall be furnished to every
                  shareholder on demand.

         7.       PERSONS ENTITLED TO BE PRESENT - The only persons entitled to
                  attend a meeting of shareholders shall be those entitled to
                  vote thereat and the auditor, if any, of the Corporation and
                  others who although not entitled to vote are entitled or
                  required under any provision of The Business Corporations Act
                  or by-laws of the Corporation 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.

         8.       QUORUM - Three persons present in person and each entitled and
                  together being the beneficial owners of not less than 70% of
                  the issued and outstanding voting shares in the capital stock
                  of the corporation to vote thereat /shall constitute a quorum
                  for the transaction of business at any meeting of
                  shareholders.

         9.       RIGHT TO VOTE - At each meeting of shareholders every
                  shareholder shall be entitled to vote who is, subject to
                  paragraph 62, entered on the books of the Corporation as the
                  holder of one or more shares carrying the right to vote at
                  such meeting; save that, if the share or shares in question
                  have been mortgaged or hypothecated, the person who mortgaged
                  or hypothecated such share or shares (or his proxy) may
                  nevertheless represent the shares at meetings and vote in
                  respect thereof unless in the instrument creating the mortgage
                  or hypothec he has expressly empowered the holder of such
                  mortgage or hypothec to vote thereon, in which case such
                  holder (or his proxy) may attend meetings and vote in respect
                  of such shares upon filing with the secretary of the meeting
                  sufficient proof of the terms of such instrument.


                                        2
<PAGE>

         10.      REPRESENTATIVES - An executor, administrator, committee of a
                  mentally incompetent person, guardian or trustee and where a
                  Corporation is such executor, administrator, committee,
                  guardian or trustee of a testator, intestate, mentally
                  incompetent person, ward or cestui que trust, any person duly
                  appointed a proxy for such corporation, upon filing with the
                  secretary of the meeting sufficient proof of his appointment,
                  shall represent the shares in his or its hands at all meetings
                  of the shareholders of the Corporation and may vote
                  accordingly as a shareholder in the same manner and to the
                  same extent as the shareholder of record. If there be more
                  than one executor, administrator, committee, guardian or
                  trustee, the provisions of clause 12 shall apply.

         11.      PROXIES - Every shareholder, including a corporate
                  shareholder, entitled to vote at meetings of shareholders may
                  by instrument in writing appoint a proxy, who need not be a
                  shareholder, to attend and act at the meeting in the same
                  manner, to the same extent and with the same power as if the
                  shareholder were present at the meeting in the manner, to the
                  extent and with the power conferred by the proxy. The
                  instrument appointing a proxy shall be in writing under the
                  hand of the appointer or his attorney, authorized in writing,
                  or if the appointer is a corporation, under the corporate seal
                  or under the hand of an officer or attorney so authorized, and
                  shall cease to be valid after the expiration of one year from
                  the date thereof. The instrument appointing a proxy may be in
                  such form as the directors may from time to time prescribe or
                  in such other form as the chairman of the meeting may accept
                  as sufficient, and shall be deposited with the secretary of
                  the meeting before any vote is cast under its authority, or at
                  such earlier time and in such manner as the board may
                  prescribe in accordance with The Business Corporations Act.

         12.      JOINT SHAREHOLDERS - If shares are held jointly by two or more
                  persons, anyone of them present or represented by proxy at a
                  meeting of shareholders of the Corporation, may, in the
                  absence of the other or others vote thereon, but if more than
                  one of them are present or represented by proxy they shall
                  vote together as one on the shares jointly held by them.

         13.      SCRUTINEERS - At each meeting of shareholders one or more
                  scrutineers may be appointed by a resolution of the meeting or
                  by the chairman with the consent of the meeting to serve at
                  the meeting. Such scrutineers need not be shareholders of the
                  Corporation.

         14.      VOTES TO GOVERN - At all meetings of shareholders every
                  question shall, unless otherwise required by the articles or
                  by-laws of the Corporation or by law, be decided by the
                  majority of 70% the votes representing all issued and
                  outstanding shares of the Corporation.

         15.      SHOW OF HANDS - At all meetings of shareholders every question
                  shall be decided by a show of hands unless a poll thereon be
                  required by the chairman or be demanded by any shareholder
                  present in person or represented by proxy and

                                        3
<PAGE>

                  entitled to vote. Upon a show of hands every shareholder
                  present in person and entitled to vote shall have one vote,
                  but the share holder represented by proxy shall have no vote.
                  After a show of hands has been taken upon any question the
                  chairman may require or any shareholder present in person or
                  represented by proxy and entitled to vote may demand a poll
                  thereon. Whenever a vote by show of hands shall have been
                  taken upon a question, unless a poll thereon be 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 proceedings at the meeting shall be
                  prima facie evidence of that fact without proof of the number
                  or proportion of the votes recorded in favor 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 Corporation in annual or general meeting, as
                  the case may be, upon the question. A demand for a poll may be
                  withdrawn at any time prior to the taking of the poll.

         16.      POLLS - If a poll be required by the chairman of the meeting
                  or be duly demanded by any shareholder and the demand be not
                  withdrawn, a poll upon the question shall be taken in such
                  manner as the chairman of the meeting shall direct. Upon a
                  poll each shareholder who is present in person or represented
                  by proxy shall be entitled to one vote for each share in
                  respect of which he is entitled to vote at the meeting and the
                  result of the poll shall be the decision of the Corporation in
                  annual or general meeting, as the case may be upon the
                  question.

         17.      CASTING VOTE - In case of an equality of votes at any meeting
                  of shareholders, either upon a show of hands or upon a poll,
                  the chairman of the meeting shall not be entitled to a second
                  or casting vote.

         18.      ADJOURNMENT - The chairman at a meeting of shareholders may,
                  with the consent of the meeting and subject to such conditions
                  as the meeting may decide, adjourn the meeting from time to
                  time and from place to place.

         19.      TRANSACTION OF BUSINESS BY SIGNATURE - Resolutions may be
                  consented to at any time by the signatures of all the
                  shareholders of the Corporation entitled to vote at a meeting
                  of shareholders and such resolutions are as valid and
                  effective as if passed at a meeting of the shareholders duly
                  called, constituted and held for that purpose. By-laws or
                  resolutions passed by the directors of the Corporation may at
                  any time, in lieu of confirmation at a general meeting of
                  shareholders, be confirmed in writing by all the shareholders
                  entitled to vote at such meeting.

         20.      ONE SHAREHOLDER - Where the Corporation has only one
                  shareholder, all business which the Corporation may transact
                  at an annual or general meeting of shareholders shall be
                  transacted in the manner provided for in paragraph 19 hereof.

                                        4
<PAGE>

                                    DIRECTORS
                                    ---------

         21.      POWERS OF DIRECTORS - The affairs of the Corporation shall be
                  managed or the management shall be supervised by its board of
                  directors. Until changed by special by-law or amending
                  articles the number of the directors of the Corporation shall
                  be three and, unless the provisions of paragraph 40 apply two
                  shall constitute a quorum for the transaction of business at
                  any meeting of the directors. Notwithstanding vacancies, the
                  remaining directors may exercise all the powers of the board
                  so long as a quorum of the board remains in office.

         22.      QUALIFICATIONS - Each director shall be eighteen or more years
                  of age and no undischarged bankrupt or mentally incompetent
                  person shall be a director. If a director becomes bankrupt or
                  a mentally incompetent person, he thereupon shall cease to be
                  a director.

         22.a     RESIDENT CANADIANS - A majority of the directors shall be
                  resident Canadians and no business shall be transacted by the
                  Board of Director unless a majority of the directors present
                  are resident Canadians. Provided that the provisions of that
                  paragraph shall not apply if the Corporation is a non-resident
                  corporation.

         23.      ELECTION AND TERM - Directors shall be elected yearly to hold
                  office until the next annual meeting of shareholders and until
                  their successors shall have been duly elected. The whole board
                  shall be elected at each annual meeting, and all the directors
                  then in office shall retire, but, if qualified, are eligible
                  for re-election. The election may be by a show of hands or by
                  resolution of the shareholders unless a ballot be demanded by
                  any shareholder.

         24.      REMOVAL OF DIRECTORS - The shareholders may, by resolution
                  passed by a majority of the votes cast at a general meeting of
                  shareholders of which notice specifying the intention to pass
                  such resolution has been given, remove any director before the
                  expiration of his tem of office and may, by a majority of the
                  votes cast at that meeting, elect any person in his stead for
                  the remainder of his term.

         25.      VACANCIES - Vacancies on the board may be filled for the
                  remainder of its term of office by qualified persons, either
                  by the shareholders at a general meeting called for the
                  purpose or, by the remaining directors if constituting a
                  quorum; otherwise such vacancies shall be filled at the next
                  meeting of the shareholders at which directors for the ensuing
                  year are elected. If the number of directors is increased a
                  vacancy or vacancies in the board to the number of the
                  authorized increase shall thereby be deemed to have occurred
                  which may be filled in the manner above provided, or by the
                  shareholders at a general meeting called for the purpose of
                  approving the increase.

                                        5
<PAGE>

         26.      CONSENT OF DIRECTORS - No directors shall be elected or
                  appointed to hold office at a meeting of shareholders or,
                  where a vacancy exists on the board, by the remaining
                  directors unless such person was present at the meeting when
                  he was elected or appointed and did not refuse at the meeting
                  to act as a director or where he was not present at the
                  meeting when he was elected or appointed, he consented to act
                  as a director in writing before his election or appointment or
                  within ten (10) days thereafter.

         27.      CALLING OF MEETINGS - Meetings of the board shall be held from
                  time to time at such place, at such time and on such day as
                  the president or a vice - president who is a director or any
                  two directors may determine, and the secretary shall call
                  meetings when directed or authorized by the president or by a
                  vice president who is a director or by any two directors.
                  Notice of every meeting so called shall be given to each
                  director not less than forty-eight (48) hours (excluding any
                  part of a Saturday or a holiday as defined by the
                  Interpretation Act of Canada for the time being in force)
                  before the time when the meeting is to be held, and such
                  notice shall specify the general nature of any business to be
                  transacted, save that no notice of a meeting shall be
                  necessary if all the directors are present or if those absent
                  have waived notice of or have otherwise signified their
                  consent to the holding of such meeting.

         28.      REGULAR MEETINGS - The board may appoint a day or days in any
                  month or months for regular meetings at a place and hour to be
                  named. A copy of any resolution of the board fixing the place
                  and time of regular meetings of the board shall be sent to
                  each director forthwith after being passed, but no other
                  notice shall be required for any such regular meeting.

         29.      FIRST MEETING OF NEW BOARD - Each newly elected board may
                  without notice hold its first meeting for the purpose of
                  organization and the election and appointment of officers
                  immediately following the meeting of shareholders at which
                  such board was elected, provided a quorum of directors be
                  present.

         30.      PLACE OF MEETING - Meetings of the board may be held at the
                  head office of the Corporation or at any other place within or
                  outside of Ontario. In any financial year of the Corporation,
                  however, a majority of the meetings of the Board of Directors
                  shall be held at a place within Canada unless the Corporation
                  is a non-resident corporation.

         30.a     MEETING BY TELEPHONE - With the unanimous consent of all the
                  directors, any director may participate in a meeting of the
                  Board of Directors by means of conference telephone or other
                  communication equipment by means of which all persons
                  participating in the meeting can hear each other and a
                  director participating in a meeting pursuant to the provisions
                  of this paragraph shall be deemed to be present in person at
                  the meeting. If a majority of the directors participating in a
                  meeting held pursuant to the provisions of this paragraph are
                  then in Canada, the meeting shall be deemed to have been held
                  in Canada.

                                        6

<PAGE>

         31.      VOTES TO GOVERN - At all meetings of the board every question
                  shall be decided by a majority of the votes cast on the
                  question; and in case of an equality of votes the chairman of
                  the meeting shall be entitled to a second or casting vote.

         32.      REMUNERATION OF DIRECTORS - The directors shall be paid a
                  remuneration to be calculated on the basis of $______ for each
                  meeting of the board of directors attended by each such
                  director during his term of office. Any remuneration so
                  payable to a director who is also an officer or employee of
                  the Corporation or who is counsel or solicitor to the
                  Corporation or otherwise serves it in a professional capacity
                  shall be in addition to his salary as such officer or to his
                  professional fees as the case may be. The directors shall also
                  be paid such sums in respect of their out-of-pocket expenses
                  incurred in attending board, committee or shareholders
                  meetings or otherwise in respect of the performance by them of
                  their duties as the board may from time to time determine.

         33.      INTEREST OF DIRECTORS IN CONTRACTS - Provided that the
                  provisions of paragraph 34 have been complied with, no
                  director shall be disqualified by his office from contracting
                  with the Corporation nor shall any contract or arrangement
                  entered into by or on behalf of the Corporation with any
                  director or in which any director is in any way interested be
                  liable to be voided nor shall any director so contracting or
                  being so interested be liable to account to the Corporation
                  for any profit realized by any such contract or arrangement by
                  reason of such director holding that office or of the
                  fiduciary relationship thereby established.

         34.      DECLARATION OF INTEREST - It shall be the duty, however, of
                  every director of the Corporation who is in any way, whether
                  directly or indirectly, interested in a contract or
                  arrangement with Corporation to declare the nature and extent
                  of such interest to the extent, in the manner and at the time
                  required by the applicable provisions of The Business
                  Corporations Act for the time being in force and to refrain
                  from voting in respect of the contract or arrangement or
                  proposed contract or arrangement if and when prohibited by The
                  Business Corporations Act.

         35.      PROTECTION OF DIRECTORS AND OFFICERS - No director or officer
                  of the Corporation shall be liable for the acts, receipts,
                  neglects, or defaults of any other director or officer, or for
                  joining in any receipts or other act for conformity, or for
                  any loss or expense happening to the Corporation through the
                  insufficiency or deficiency of title to any property acquired
                  by order of the board for or on behalf of the Corporation, or
                  for the insufficiency or deficiency of any security in or upon
                  which any of the moneys of the Corporation shall be invested,
                  or for any loss or damage arising from the bankruptcy,
                  insolvency or tortuous act of any person with whom any of the
                  moneys, securities or effects of the Corporation shall be
                  deposited or for any loss occasioned by any error of judgment
                  or oversight on his part, or for any other damage or
                  misfortune whatever which shall happen in the execution of the
                  duties of his office or in relation thereto unless in or as a
                  result of any action, suit or proceeding he is adjudged to be
                  in breach of any duty or

                                        7
<PAGE>

                  responsibility imposed upon him under The Business
                  Corporations Act or under any other statute.

         36.      INDEMNITY OF DIRECTORS AND OFFICERS - Every director or
                  officer of the Corporation and his heirs, executors and
                  administrators, and estate and effects, respectively, shall,
                  from time to time and at all times, be indemnified and saved
                  harmless, subject to the provisions of The Business
                  Corporations Act, out of the funds of Corporation, from and
                  against;

                           (a)      any liability and all costs, charges and
                                    expenses that he sustains or incurs in
                                    respect of any action, suit or proceeding
                                    that is proposed or commenced against him
                                    for or in respect of anything done or
                                    permitted by him in respect of the execution
                                    of the duties of his office; and

                           (b)      all other costs, charges and expenses that
                                    he sustains or incurs in respect of the
                                    affairs of the Corporation;

                  provided that no director or officer of the Corporation shall
                  be indemnified by it in respect of any liability, cost,
                  charges or expenses that he sustains or incurs in or about any
                  action, suit or other proceeding as a result of which he is
                  adjudged to be in breach of any duty or responsibility imposed
                  upon him under The Business Corporations Act or under any
                  other statute unless in an action brought against him in his
                  capacity as director or officer, he has achieved complete or
                  substantial success as a defendant.

         37.      INSURANCE FOR DIRECTORS AND OFFICERS - The board may purchase
                  and maintain insurance for the benefit of a director or
                  officer of the Corporation against liabilities, cost, charges
                  and expenses sustained or incurred by such director or officer
                  in respect of the execution of the duties of his office or in
                  respect of the affairs of the Corporation, except as a result
                  of a contravention by such director or officer of Section 144
                  of The Business Corporations Act.

         38.      LOANS TO SHAREHOLDERS - The directors of the Corporation may
                  from time to time:

                           (a)      make loans to bona fide full- time employees
                                    of the Corporation, whether or not they are
                                    shareholders or directors, with a view to
                                    enabling them to purchase dwelling houses
                                    for their own occupation, and may take from
                                    such employees mortgages or other securities
                                    for the repayment of such loan; or

                           (b)      provide, in accordance with a scheme for the
                                    time being in force, money by way of loan
                                    for the purchase by trustees of fully paid
                                    shares of the Corporation, whether or not
                                    they are shareholders or directors; or

                                        8
<PAGE>

                           (c)      make loans to bona fide employees of the
                                    Corporation other than directors, whether or
                                    not they are shareholders, with a view to
                                    enabling them to purchase fully paid shares
                                    of the Corporation to be held by them by the
                                    way of beneficial ownership; or

                           (d)      if it is not offering its securities to the
                                    public, give directly or indirectly by means
                                    of a loan, guarantee, the provision of
                                    security or otherwise, financial assistance
                                    to any of its shareholders or directors with
                                    a view to enabling them to purchase issued
                                    shares of the Corporation.

         39.      TRANSACTION OF BUSINESS BY SIGNATURE - By-laws or resolutions
                  may be consented to at any time by the signatures of all the
                  directors of the Corporation and such by-laws or resolutions
                  are as valid and effective as if passed at a meeting of the
                  directors duly called, constituted and held for that purpose.

         40.      ONE DIRECTOR - Where the Corporation has only one director,
                  the affairs of the Corporation shall be managed or the
                  management shall be supervised by such director and all
                  business which may be transacted at a meeting of the board of
                  directors shall be transacted by such director in the manner
                  provided for in paragraph 39 hereof.

                                    OFFICERS
                                    --------

         41.      ELECTED OFFICER - At the first meeting of the board after each
                  election of directors the board shall elect from among its
                  members a president . The prior incumbent, if a member of the
                  board, shall continue to hold office until the election at
                  such meeting and, in default of such election, shall continue
                  to hold office after such meeting. In case the office of
                  president becomes vacant at any time, such vacancy may be
                  filled by the board from among its members.

         42.      APPOINTED OR ELECTED OFFICERS - At the first meeting of the
                  board after each election of directors, the board shall
                  appoint or elect a secretary, and may appoint or elect one or
                  more vice-presidents, a general manager, a treasurer, and such
                  other officers as the board may determine including one or
                  more assistants to any of the officers so appointed or
                  elected. The officers so appointed or elected may but need not
                  be members of the board. One person may hold more than one
                  office, and if the same person holds both the office of
                  secretary and the office of treasurer, he may be known as
                  secretary-treasurer.

         43.      TERM OF OFFICE AND REMUNERATION - In the absence of written
                  agreement to the contrary the board may remove at its pleasure
                  any officer of the Corporation. Each prior officer shall
                  continue to hold office until the appointment of officers at
                  such a meeting and, in default of the appointment of officers
                  at such meeting, shall continue to hold office after such
                  other officers elected or appointed by it shall be settled
                  form time to time by the board.

                                        9
<PAGE>

         44.      PRESIDENT - The president shall, when present, preside at all
                  meetings of the shareholders and of the board and shall be
                  charged with the general supervision of the business and
                  affairs of the Corporation. Except when the board has
                  appointed a general manager or managing director, the
                  president shall also have the powers and be charged with the
                  duties of that office.

         45.      VICE PRESIDENT - During the absence or inability of the
                  president his duties may be performed and his powers may be
                  exercised by the vice-president, or if there are more than
                  one, by the vice-presidents in order of seniority (as
                  determined by the board) save that no vice-president shall
                  preside at a meeting of the board or at a meeting of
                  shareholders who is not qualified to attend the meeting as a
                  director, as the case may be. If a vice president exercises
                  any such duty or power, the absence or inability of the
                  president shall be presumed with reference thereto. A vice
                  president shall also perform such duties and exercise such
                  powers as the president may from time to time delegate to him
                  or the board may prescribe.

         46.      GENERAL MANAGER - The general manager, if one be appointed,
                  shall have the general management and direction, subject to
                  the authority of the board and the supervision of the
                  president, of the Corporation's business and affairs and the
                  power to appoint and remove any and all officers, employees
                  and agents of the Corporation not elected or appointed
                  directly by the board and to settle the terms of their
                  employment and remuneration. If and so long as the general
                  manager is a director he may but need not be known as the
                  managing director.

         47.      SECRETARY - The secretary shall give, or cause to be given,
                  all notices required to be given to shareholders, directors,
                  auditors and members of committees; he shall attend all
                  meetings of the directors and of the shareholders and shall
                  enter or cause to be entered in books kept for that purpose
                  minutes of all proceedings at such meetings; 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, papers, records, documents and other instruments
                  belonging to the Corporation; and he shall perform such other
                  duties as may from time to time be prescribed by the board.

         48.      TREASURER - The treasurer shall keep full and accurate books
                  of account in which shall be recorded all receipts and
                  disbursements of the Corporation and, under the direction of
                  the board, shall control the deposit of money, the safekeeping
                  of securities and the disbursement of the funds of the
                  Corporation; he shall render to the board at the meetings
                  thereof, or whenever required of him an account of all his
                  transactions as treasurer and of the financial position of the
                  Corporation; and he shall perform such other duties as may
                  from time to time be prescribed by the board.

         49.      OTHER OFFICERS - The duties of all other officers of the
                  Corporation shall be such as the terms of their engagement
                  call for or the board requires of them. Any of the powers and
                  duties of an officer to whom an assistant has been appointed

                                       10
<PAGE>

                  may be exercised and performed by such assistant, unless the
                  board otherwise directs.

         50.      VARIATION OF DUTIES - From time to time the board may vary,
                  add to or limit the powers and duties of any officer or
                  officers.

         51.      AGENTS AND ATTORNEYS - The board shall have power from time to
                  time to appoint agents or attorneys for the Corporation in or
                  out of Ontario with such powers of management or otherwise
                  (including the power to sub-delegate) as may be thought fit.

         52.      FIDELITY BONDS - The board may require such officers,
                  employees and agents of the Corporation as the board deems
                  advisable to furnish bonds for the faithful discharge of their
                  duties, in such form and with such surety as the board may
                  from time to time prescribe.

                      BANKING ARRANGEMENTS, CONTRACTS, etc.
                      -------------------------------------

         53.      BANKING ARRANGEMENTS - The banking of the Corporation, or any
                  part thereof, shall be transacted with such bank, trust
                  company or other firm or corporation carrying on a banking
                  business as the board may designate, appoint or authorize from
                  time to time by resolution and all such banking business or
                  any part thereof, shall be transacted on the Corporation's
                  behalf by such one or more officers and/or other persons as
                  the board may designate, direct or authorize from time to time
                  by resolution and to the extent therein provided, including,
                  but without restricting the generality of the foregoing, the
                  operation of the Corporation's accounts; the making, signing,
                  drawing, accepting, endorsing, negotiating, lodging
                  depositing, or transferring of any cheques, promissory notes,
                  drafts acceptances, bills of exchange and orders for the
                  payment of money; the giving of receipts for and orders
                  relating to any property of the Corporation; the execution of
                  agreement relating to any banking business and defining the
                  rights and powers of the parties thereto; and the authorizing
                  of any officer of such banker to do any act or thing on the
                  Corporation's behalf to facilitate such banking business.

         54.      EXECUTION OF INSTRUMENTS - Deeds, transfers, assignments,
                  contracts and obligations on behalf of the Corporation may be
                  signed by any two of the President, Vice President and
                  Secretary-Treasurer and the corporate seal shall be affixed to
                  such instruments as require the same.

                           Notwithstanding any provision to the contrary
                  contained in the by-laws of the Corporation, the board may at
                  any time and from time to time direct the manner in which and
                  the person or persons by whom any particular deed, transfer,
                  contract or obligation or any class of deeds, transfers,
                  contracts or obligations of the Corporation may or shall be
                  signed.

                                       11
<PAGE>

                                     SHARES
                                     ------

         55.      ALLOTMENT - The board may from time to time allot or grant
                  options to purchase the whole or any part of the authorized
                  and unissued shares in the capital stock of the Corporation,
                  including any shares created by the amending articles
                  increasing or otherwise varying the capital stock of the
                  Corporation, to such person or persons or class of persons as
                  the board shall by resolution determine.

         56.      PAYMENT OF COMMISSIONS - The board may pay commissions to
                  persons in consideration of their subscribing or agreeing to
                  subscribe, whether absolutely or conditionally, for shares in
                  the capital stock of Corporation, or procuring or agreeing to
                  procure subscriptions, whether absolute or conditional for
                  such shares, but no such commission shall exceed twenty-five
                  percent of the amount of the subscription, except where the
                  business of the Corporation is that of mining, gas or oil
                  corporation or, where the business of the Corporation is that
                  of a mining, gas or oil corporation or, where at least
                  seventy-five (75%) percent of the assets of the Corporation
                  are of a wasting character.

         57.      SHARE CERTIFICATES - Every shareholder shall be entitled,
                  without payment, to a share certificate stating the number and
                  class of shares held by him as shown by the books of the
                  Corporation. Share certificates shall be in such form or forms
                  as the board shall from time to time approve. Unless otherwise
                  ordered by the board, they shall be signed by the president or
                  a vice-president and by the secretary or an assistant
                  secretary and need not be under the corporate seal; provided
                  that certificates representing shares in respect of which a
                  transfer agent and registrar ( which term shall include a
                  branch transfer agent and registrar) have been appointed shall
                  not be valid unless countersigned by or on behalf of such
                  transfer agent and registrar. If authorized by resolution of
                  the board, the corporate seal of the Corporation and the
                  signature of one of the signing officers, or in the case of
                  share certificates representing shares in respect of which a
                  transfer agent and registrar have been appointed, the
                  signatures of both signing officers, may be printed, engraved,
                  lithographed, or otherwise mechanically reproduced in
                  facsimile upon share certificates and every such facsimile
                  signature shall for all purposes be deemed to the signature of
                  the officer whose signature (whether manual or facsimile)
                  appears thereon no longer holds office at the date of issue or
                  delivery of the certificate.

         58.      REPLACEMENT OF SHARE CERTIFICATES - The board may by
                  resolution prescribe, either generally or in a particular
                  case, reasonable conditions upon which a new share certificate
                  may be issued in lieu of and upon cancellation of the share
                  certificate which has become mutilated or in substitution for
                  a certificate which has been lost, stolen or destroyed.

         59.      TRANSFER AGENT AND REGISTRAR - The directors may from time to
                  time by resolution appoint or remove a transfer agent and a
                  registrar (who may, but need not be the same individual or
                  corporation) and one or more branch transfer

                                       12
<PAGE>

                  agents and registrars ( who may, but need not be the same
                  individual or corporation) for the shares in the capital stock
                  of the Corporation and may provide for the transfer of shares
                  in one or more places and may provide that shares will be
                  interchangeably transferable or otherwise.

         60.      TRANSFER OF SHARES - Transfers of shares in the capital stock
                  of the Corporation shall be registerable on the register of
                  transfers or on one of the branch registers of transfers (if
                  any) kept by or for the Corporation in respect thereof, upon
                  surrender of the certificate representing such shares properly
                  endorsed subject to the provisions of The Corporations Act and
                  subject to the restrictions on transfer set forth in the
                  articles of the Corporation.

         61.      REFUSAL TO REGISTER TRANSFER - The board may refuse to permit
                  the registration of a transfer of shares in the capital stock
                  of the Corporation registered in the name of a shareholder who
                  is indebted to the Corporation unless such shares are listed
                  on a recognized stock exchange.

         62.      CLOSING REGISTER - The board may by resolution close the
                  register of transfer and the branch register or registers of
                  transfers, if any, for a period of time not exceeding
                  forty-eight hours exclusive of Saturdays and holidays (as
                  defined by the Interpretation Act of Canada for the time being
                  in force) immediately preceding any meeting of the
                  shareholders.

         63.      RECORD DATE - The board may fix in advance a date preceding by
                  not more than fourteen (14) days the date for the payment of
                  any dividend or the date for the issue of any warrant or other
                  evidence of right to subscribe for shares in the capital stock
                  or securities of the Corporation as a record date for the
                  determination of the persons entitled to receive payment of
                  such dividend or to exercise the right to subscribe for such
                  shares or securities, as the case may be, and in every such
                  case only such persons as shall be shareholders of record at
                  the close of business on the date so fixed shall be entitled
                  to receive payment of such dividend or to exercise the right
                  to subscribe for such shares or securities and to receive the
                  warrant or other evidence in respect of such right, as the
                  case may be, notwithstanding the transfer of any shares after
                  any such record date fixed as aforesaid.

         64.      JOINT SHAREHOLDERS - If two or more persons are registered as
                  joint holders of any share, any one of such persons may give
                  effectual receipts for the certificate issued in respect
                  thereof and for any dividend, bonus, return of capital or
                  other money payable or warrant issuable in respect of such
                  share.


                                       13
<PAGE>

                                    FINANCIAL
                                    ---------

         65.      FINANCIAL YEAR - Unless otherwise determined by resolution of
                  the board, the first fiscal year of the Corporation shall
                  terminate on the 30th day of April, 1975, and thereafter the
                  fiscal year of the Corporation shall terminate on the 30th day
                  of April in each year.

         67.      DIVIDENDS - The board may from time to time declare dividends
                  payable to the shareholders according to their respective
                  rights and interests in the Corporation. A dividend payable in
                  cash shall be paid by cheque drawn on the Corporation's
                  bankers or one of them to the order of each registered holder
                  of shares of the class in respect of which it has been
                  declared and mailed by ordinary mail, postage prepaid, to such
                  registered holder at his last address appearing on the books
                  of the Corporation. In the case of joint holders the cheque
                  shall, unless such joint holder and if more than one address
                  appears on the books of the Corporation in respect of such
                  joint holding the cheque shall be mailed to the first address
                  so appearing. The mailing of such cheque as aforesaid shall
                  satisfy and discharge all liability for the dividend to the
                  extent of the sum represented thereby, unless such cheque be
                  not paid at par on due presentation. In the event of
                  non-receipt of any cheques for dividend by the person to whom
                  it is so sent as aforesaid, the Corporation on proof of such
                  non-receipt and upon satisfactory indemnity being given to it,
                  shall issue to such person a replacement cheque for a like
                  amount.

         67.      PURCHASE OF BUSINESS AS OF PAST DATE - Where any business is
                  bought by the Corporation as from a past date (whether such
                  date be before or after the incorporation of the Corporation)
                  upon terms that the Corporation shall as from that date take
                  the profits and bear the losses of the business, such profits
                  or losses as the case may be shall, at the discretion of the
                  directors, be credited or debited wholly or in part to revenue
                  account, and in that case the amount so credited or debited
                  shall, for the purpose of ascertaining the fund available for
                  dividend, be treated as a profit or loss arising from the
                  business of the Corporation.

                                     NOTICES
                                     -------

         68.      METHOD OF GIVING - Any notice, communication or other document
                  to be given by the Corporation to a shareholder, director,
                  officer, or auditor of the Corporation under any provision of
                  the articles or by-laws shall be sufficiently given if
                  delivered personally to the person to whom it is to be given
                  or if delivered to his last address as recorded in the books
                  of the Corporation or if sent by any means of wire or wireless
                  or any other form of transmitted or recorded communication.
                  The secretary may change the address on the books of the
                  Corporation of any shareholder in accordance with any
                  information believed by him to be reliable. A notice,
                  communication or document so delivered shall be deemed to have
                  been given when deposited in a post office or public letter
                  box.; and a notice sent by any means of wire or wireless or
                  any other form of

                                       14
<PAGE>

                  transmitted or recorded communication shall be deemed to have
                  been given when delivered to the appropriate communication
                  company or agency or its representative for dispatch.

         69.      COMPUTATION OF TIME - In computing the date when notice must
                  be given under any provisions of the articles or by-laws
                  requiring a specified number of days' notice of any meeting or
                  other event, the date of giving the notice and the date of the
                  meeting or other event, the date of giving the notice and the
                  date of the meeting or other event shall be excluded.

         70.      OMISSIONS AND ERRORS - The accidental omission to give any
                  notice to any shareholder, director, officer, or auditor or in
                  any error in any notice not effecting the substance thereof
                  shall not invalidate any action taken at any meeting held
                  pursuant to such notice or otherwise founded thereon.

         71.      NOTICE TO JOINT SHAREHOLDERS - All notices with respect to any
                  shares registered in more than one name may if more than one
                  address appears on the books of the Corporation in respect of
                  such joint holding , be given to such joint shareholders at
                  the first address so appearing, and notice so given shall be
                  sufficient notice to all the holders of such shares.

         72.      PERSONS ENTITLED BY DEATH OR OPERATION OF LAW - Every person
                  who by operation of law, transfer, death of a shareholder or
                  by any other means whatsoever, shall become entitled to any
                  share or shares, shall be bound by every notice in respect of
                  such share or shares which shall have been duly given to the
                  person from whom he derives his title to such share or shares,
                  previously to his name and address being entered on the books
                  of the Corporation (whether it be before or after the
                  happening of the event upon which he became so entitled).

         73.      WAIVER OF NOTICE - Any shareholder (or his duly appointed
                  proxy), director, officer or auditor may waive any notice
                  required to be given under any provision of the articles or
                  by-laws of the Corporation or of The Business Corporations
                  Act, and such waiver, whether given before or after the
                  meeting or other event of which notice is required to be
                  given, shall cure any default in giving such notice.

         74       INTERPRETATION - In this by-law and all other by-laws of the
                  Corporation, words importing the singular number only shall
                  include the plural and vice-versa; words importing the
                  masculine gender shall include the feminine and neuter
                  genders; words importing persons shall include companies,
                  corporations, partnerships and any number or aggregate of
                  persons; "board" shall mean the board of directors of the
                  Corporation; "resident Canadian" means a Canadian citizen who
                  is ordinarily resident in Canada; "articles" shall include
                  amending articles and any restatement of articles;
                  "non-resident corporation" means a corporation that is not
                  deemed to be resident in Canada under paragraph (c) of
                  subsection (4) of section 250 of The Income Tax Act (Canada);
                  "The Business

                                       15
<PAGE>

                  Corporations Act" shall mean The Business Corporations Act,
                  (Ontario) as amended form time to time or any Act that may
                  hereafter be substituted therefore

                  PASSED the 13th day of December, 1976

         WITNESS the corporation seal of the Corporation.

                                               --------------------------------
                                                         President          c/s

                                               --------------------------------
                                                         Secretary

         The undersigned, being all the directors of the Corporation, hereby
sign, pursuant to the provisions of The Business Corporation Act, the foregoing
by-laws as By-Law No. 1 of the by- laws of the said Corporation.

         DATED the 18th day of  June 1974

                                               --------------------------------

                                               --------------------------------

                                               --------------------------------

         The undersigned, being all the shareholders of the Corporations Act,
the foregoing By- law No. 1 of the by-laws of the said Corporation signed by all
the directors of the said Corporation as a by-law thereof pursuant to the
provisions of the said Act on the 18th day of June 1974.

                                               --------------------------------

                                               --------------------------------

                                               --------------------------------

                                       16

<PAGE>



                                   BY-LAW NO.2

                        A by-law respecting the borrowing
                    of money, the issuing of debt obligations
                         and the securing of liabilities
                        by HAMILTON DIGITAL DESIGNS LTD.

         BE IT ENACTED as a by-law of
                  HAMILTON DIGITAL DESIGNS LTD.
(hereinafter referred to as the "Corporation") as follows: -

         The directors of the Corporation may from time to time:

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

         (b)      issue, sell or pledge debt obligations (including bonds,
                  debentures, debenture stock or other like liabilities) of the
                  Corporation but no invitation shall be extended to the public
                  to subscribe for any such debt obligations;

         (c)      charge, mortgage, hypothecate or pledge 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 undertaking, to secure any debt
                  obligations or any money borrowed, or other debt or liability
                  of the Corporation;

         (d)      delegate the powers conferred on the directors under this
                  by-law to such officers of the Corporation and to such extent
                  and in such manner as the directors shall determine.

         PASSED the 18th day of June, 1974

WITNESS the corporate seal of the Corporation.

                                               --------------------------------
                                                        President

                                               --------------------------------
                                                        Secretary



<PAGE>

         The undersigned, being all the directors of the Corporation, hereby
sign, pursuant to the provisions of The Business Corporation Act, the foregoing
by-laws as By-Law No. 2 of the by- laws of the said Corporation

         DATED the 18th day of June, 1974

                                               --------------------------------

                                               --------------------------------

                                               --------------------------------



         The undersigned, being all the shareholders of the Corporations Act,
the foregoing By- law No. 2 of the by-laws of the said Corporation signed by all
the directors of the said Corporation as a by-law there of pursuant to the
provisions of the said Act on the 18th day of June, 1974.

                                               --------------------------------

                                               --------------------------------

                                               --------------------------------







                                        2

<PAGE>



                                  BY-LAW NO. 3

                  A By-law respecting the borrowing of money and the issue of
securities by HAMILTON DIGITAL DESIGNS LTD.

BE IT ENACTED by the Directors of Hamilton Digital Designs Ltd. as a By-law of
the said Company as follows:

The Directors of the Company may from time to time:

         (a)      borrow money upon the credit of the Company in such amounts
                  and upon such terms as may be deemed necessary;

         (b)      issue bonds, debentures, debenture stock or other like
                  liabilities of the Company whether constituting a charge on
                  the property of the Company or not, for such amounts and upon
                  such terms as may be deemed expedient, and pledge or sell the
                  same for such sums and at such prices as the Directors may
                  determine;

         (c)      charge, mortgage, hypothecate or pledge all or any of the real
                  or personal property of the Company, present or furniture,
                  including book debts and unpaid calls, rights, powers,
                  franchises and undertaking to secure any such bonds,
                  debentures, debenture stock or other like liabilities or any
                  money borrowed or other debt or any other obligation or
                  liability of the Company


PASSED by the Directors and sealed with the Company's seal this 17th day of
November 1974.

                                               --------------------------------
                                                        President

                                               --------------------------------
                                                        Secretary




<PAGE>

         The undersigned officers of the above-named Company hereby certify that
the foregoing is a true and complete copy of a By-law passed by the Directors of
the said Company at a meeting duly called and regularly held on the Seventeenth
day of November 1974, at which a quorum of Directors was present, and confirmed
by at least two-thirds of the votes cast at a general meeting of shareholders of
the said company duly called for considering the same By-law and regularly held
on the Seventeenth day of November 1974, all as set forth and recorded in the
minute book of the proceedings of the Directors and of the Shareholders of the
said Company; and further that the said By-law is now in full force and effect.

         WITNESS our hands and the corporate seal of the said Company this
Seventeenth day of November 1974

                                               --------------------------------
                                                        President

                                               --------------------------------
                                                        Secretary



                                        2

<PAGE>

         The undersigned, being all the directors of the Corporation, hereby
sign, pursuant to the provisions of The Business Corporation Act, the foregoing
by-laws as By-Law No. 3 of the by- laws of the said Corporation

         DATED the 17th day of November, 1974.

                                               --------------------------------

                                               --------------------------------

                                               --------------------------------



         The undersigned, being all the shareholders of the Corporations Act,
the foregoing By- law No. 3 of the by-laws of the said Corporation signed by all
the directors of the said Corporation as a by-law there of pursuant to the
provisions of the said Act on the 17th day of November, 1974.

                                               --------------------------------

                                               --------------------------------

                                               --------------------------------








                                        3

<PAGE>



                              SPECIAL BY- LAW NO. 4

                  A by-law respecting the change of head office
                        of HAMILTON DIGITAL DESIGNS LTD.

         BE IT ENACTED as a by-law of the Corporation that the head office of
the Corporation is hereby changed from the City of Hamilton, in the Regional
Municipality of Hamilton- Wentworth to the City of Burlington, in the Regional
Municipality of Halton, and Province of Ontario.

                  DATED this 19th day of July 1978.

                                               --------------------------------
                                                        President

                                               --------------------------------
                                                        Secretary














<PAGE>

         The undersigned, being all the directors of the Corporation, hereby
sign, pursuant to the provisions of The Business Corporation Act, the foregoing
by-laws as By-Law No. 4 of the by- laws of the said Corporation

         DATED the 19th day of July, 1978.

                                               --------------------------------

                                               --------------------------------

                                               --------------------------------



         The undersigned, being all the shareholders of the Corporations Act,
the foregoing By- law No. 4 of the by-laws of the said Corporation signed by all
the directors of the said Corporation as a by-law there of pursuant to the
provisions of the said Act on the 19th day of July, 1978.

                                               --------------------------------

                                               --------------------------------

                                               --------------------------------








                                        2

<PAGE>



                    SPECIAL BY-LAW TO AUTHORIZE THE DIRECTORS
                           TO BORROW AND GIVE SECURITY
                                           HAMILTON DIGITAL DESIGNS LTD.

Head office:  Unit 14, 4060 Fairview Street, Burlington, Ontario L7L 4Y8
              -----------------------------------------------------------------

INCORPORATED UNDER     THE BUSINESS CORPORATIONS ACT
                  -------------------------------------------------------------

                              SPECIAL BY-LAW NO. 5

BE IT ENACTED AS A SPECIAL BY-LAW OF THE CORPORATION AS FOLLOWS:

The Directors of the Corporation are hereby authorized from time to time:

(a)      to borrow money 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;

(b)      to issue debt obligations of the Corporation;

(c)      to pledge or sell such debt obligations for such sums and at such
         prices as may be deemed expedient;

(d)      to mortgage, hypothecate, charge or pledge, or give security in any
         manner whatever upon, all or any currently owned or subsequently
         acquired property, real and personal, immovable and movable,
         undertaking, books debts powers, franchises and rights of the
         Corporation, to secure any debt obligations of the Corporation, present
         or future, or any money borrowed or to be borrowed or any other debt or
         liability of the Corporation, present or future;

(e)      to delegate to such officer(s) or Director(s) of the Corporation as the
         Directors may designate all or any of the foregoing powers to such
         extent and in such manner as the Directors may determine.

         This Special By-law 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 under the Corporation's seal, of a
Special By-law repealing or replacing this Special By-law shall have been
received by such party and duly acknowledged in writing.

         ENACTED this 19th day of July 1978

         AS WITNESS the corporate seal of the Corporation.

                                               --------------------------------
                                                        President
                                               --------------------------------
                                                        Secretary

                                   CERTIFICATE

         It is hereby certified by the undersigned that the foregoing Special
By-law was duly passed by the Directors of the above-named Corporation and was
duly sanctioned and or confirmed by the shareholders/members of the Corporation
in accordance with the Articles or Charter and By-laws and all other laws
governing the Corporation and was executed in the manner above indicated and
that the said Special By-law is now in full force and effect.

AS WITNESS the corporate seal of the Corporation this 19th day of July, 1978.

                                               --------------------------------
                                                        Secretary


<PAGE>

         The undersigned, being all the directors of the Corporation, hereby
sign, pursuant to the provisions of The Business Corporation Act, the foregoing
by-laws as By-Law No. 5 of the by- laws of the said Corporation

         DATED the 19th day of July, 1978.

                                               --------------------------------

                                               --------------------------------

                                               --------------------------------



         The undersigned, being all the shareholders of the Corporations Act,
the foregoing By- law No. 5 of the by-laws of the said Corporation signed by all
the directors of the said Corporation as a by-law there of pursuant to the
provisions of the said Act on the 19th day of July, 1978.

                                               --------------------------------

                                               --------------------------------

                                               --------------------------------







                                        2

<PAGE>



                                  BY-LAW NO. 6

                 A By-law increasing the number of Directors of
                HAMILTON DIGITAL DESIGNS LTD. from three to four

BE IT ENACTED as a by-law of the Company that:

1.       Then number of the directors of the Company is hereby increased from
         three to four so that the Board of Directors of the Company shall
         hereafter be composed of four directors.

2.       Three Directors shall constitute a quorum at any meeting of the Board
         of Directors.

3.       All prior by-laws, resolutions and proceedings of the company
         inconsistent herewith are hereby amended, Modified and revised in order
         to give effect to this by-law.


                  DATED the 8th day of January, 1979

                                               --------------------------------
                                                        President

                                               --------------------------------
                                                        Secretary















<PAGE>

         The undersigned, being all the directors of the Corporation, hereby
sign, pursuant to the provisions of The Business Corporation Act, the foregoing
by-laws as By-Law No. 6 of the by- laws of the said Corporation

         DATED the 8th day of January, 1979.

                                               --------------------------------

                                               --------------------------------

                                               --------------------------------



         The undersigned, being all the shareholders of the Corporations Act,
the foregoing By- law No. 6 of the by-laws of the said Corporation signed by all
the directors of the said Corporation as a by-law there of pursuant to the
provisions of the said Act on the 8th day of January, 1979.

                                               --------------------------------

                                               --------------------------------

                                               --------------------------------






                                        2

<PAGE>


                          HAMILTON DIGITAL DESIGNS LTD.

                                  BY-LAW NO. 7

                     BEING A BY-LAW RESPECTING THE YEAR END
                               OF THE CORPORATION

WHEREAS the Corporation wishes to amend Section 65 of By-law No. 1, being a
by-law relating generally to the business and affairs of the Corporation;

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

         Section 65. Financial Year of By-law No.1 is repealed and the following
is substituted therefore:

         "65. Financial Year - The financial year of the Corporation shall end
         on the 30th day of June in each year, until changed by a resolution of
         the board."

The foregoing By-law is hereby consented to by all the Directors of the
Corporation pursuant to the Business Corporations Act, this 4th day of July,
2000.


------------------------------------        ------------------------------------
James B. Mitchell                           J. William Brandner

The foregoing By-law is hereby confirmed by all the Shareholders of the
Corporation pursuant to the Business Corporations Act, this 4th day of July,
2000.

DTEK SIGNS ULC

Per:_________________________________
         Authorized Officer