Exhibit 1.4

                                  BY-LAW NO. 1A

  a by-law relating generally to the transaction of the business and affairs of
                           MITEL NETWORKS CORPORATION
                               (the "Corporation")

                                    ARTICLE 1
                  DEFINITIONs AND PRINCIPLES OF INTERPRETATION

1.1 Definitions

In this by-law and all other by-laws of the Corporation:

(a)   "the Act" means the Canada Business  Corporations Act or any statute which
      may be substituted  therefore,  including the regulations  thereunder,  as
      amended from time to time;

(b)   "articles" means the articles of the  Corporation,  as defined in the Act,
      and includes any amendments thereto;

(c)   "board" means the board of directors of the Corporation;

(d)   "by-laws"  means the  by-laws  of the  Corporation  in force as amended or
      restated from time to time;

(e)   "director" means a director of the Corporation as defined in the Act;

(f)   "meeting of  shareholders"  means an annual meeting of  shareholders  or a
      special meeting of shareholders;

(g)   "non-business  day"  means  Saturday,  Sunday  and any other day that is a
      holiday as defined in the Interpretation Act (Canada);

(h)   "officer" means an officer of the Corporation as defined in the Act; and

(i)   "person" includes an individual, partnership, association, body corporate,
      trustee, executor, administrator or legal representative.

1.2 Interpretation

In this by-law and all other by-laws of the Corporation:

(a)   words importing the singular include the plural and vice-versa;  and words
      importing gender include all genders; and

(b)   all words  used in this  by-law  and  defined  in the Act  shall  have the
      meanings given to such words in the Act or in the related Parts thereof.

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                                    ARTICLE 2
                                GENERAL BUSINESS

2.1 Registered Office

The registered  office of the Corporation shall be in the province within Canada
specified in the articles and at such place and address therein as the board may
from time to time determine.

2.2 Seal

The Corporation may have a seal which shall be adopted and may be changed by the
board.

2.3 Financial Year

Until otherwise  determined by the board,  the financial year of the Corporation
shall end on the last Sunday of April in each year.

2.4 Execution of Instruments

Deeds, transfers, assignments,  contracts,  obligations,  certificates and other
instruments  shall be signed on behalf of the Corporation by any one director or
officer or as otherwise directed by the board.

2.5 Execution in Counterpart, by Facsimile, and by Electronic Signature

(a)   Subject to the Act, any instrument or document required or permitted to be
      executed by one or more persons on behalf of the Corporation may be signed
      by  means  of  secure  electronic  signature  (as  defined  in the Act) or
      facsimile;

(b)   Any instrument or document  required or permitted to be executed by one or
      more persons may be executed in separate counterparts,  each of which when
      duly  executed by one or more of such persons shall be an original and all
      such  counterparts  together  shall  constitute  one  and  the  same  such
      instrument or document;

(c)   Subject to the Act,  wherever a notice,  document or other  information is
      required  under  the Act or the  by-laws  to be  created  or  provided  in
      writing,  that  requirement  may  be  satisfied  by  the  creation  and/or
      provision of an electronic document.

Notwithstanding the foregoing, the board may from time to time direct the manner
in which and the person or persons by whom any particular instrument or class of
instruments may or shall be signed.

2.6 Voting Rights in Other Bodies Corporate

Any officer or director may execute and deliver proxies and take any other steps
as in the  officer's  or  director's  opinion may be  necessary  or desirable to
permit the exercise on

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behalf of the  Corporation of voting rights  attaching to any securities held by
the Corporation.  In addition, the board may from time to time direct the manner
in which and the persons by whom any particular voting rights or class of voting
rights may or shall be exercised.

2.7 Banking Arrangements

The  banking  business  of the  Corporation,  or any  part  or  division  of the
Corporation,  shall be transacted with such bank, trust company or other firm or
body  corporate as the board may  designate,  appoint or authorize  from time to
time and all such banking business, or any part thereof,  shall be transacted on
the  Corporation's  behalf by such one or more  officers or other persons as the
board may  designate,  direct or  authorize  from time to time and to the extent
thereby provided.

                                    ARTICLE 3
                                    BORROWING

3.1 Borrowing

Without  limit to the powers of the board as provided in the Act,  the board may
from time to time on behalf of the Corporation:

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

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

(c)   to the  extent  permitted  by  the  Act,  give,  directly  or  indirectly,
      financial  assistance  to any person by means of a loan,  a  guarantee  to
      secure the performance of an obligation or otherwise; and

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

3.2 Delegation

Subject to the Act,  the board may from time to time  delegate to a director,  a
committee of directors, an officer or such other person or persons so designated
by the board all or any of the powers  conferred  on the board by section 3.1 or
by the Act to such extent and in such manner as the board shall determine at the
time of each such delegation.

                                    ARTICLE 4
                                    DIRECTORS

4.1 Duties of Directors

The board shall manage or supervise  the  management of the business and affairs
of the Corporation.

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4.2 Qualification

At  least  twenty-five  per cent of the  directors  of the  Corporation  must be
resident Canadians. However, if the Corporation has less than four directors, at
least one director must be a resident Canadian.

4.3 Eligibility Requirements at Meetings

The board shall not transact business at a meeting, other than filling a vacancy
in the board,  unless at least twenty-five  percent of the directors present are
resident  Canadians,  or, if the Corporation  has less than four  directors,  at
least one of the directors present is a resident Canadian, except where

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

(b)   the required number of resident Canadian directors would have been present
      had that director been present at the meeting.

4.4 Quorum

A majority  of the number of  directors  in office  from time to time or, in the
event that there are less than four directors,  one director shall  constitute a
quorum  for  the   transaction   of  business  at  any  meeting  of  the  board.
Notwithstanding  vacancies, a quorum of directors may exercise all of the powers
of the board.

4.5 Calling of Meetings

Meetings  of the board  shall be held from time to time at such place  within or
outside  Canada,  on such day and at such time as the board,  the chairperson of
the board, the president or any two directors may determine.

4.6 Notice of Meetings

Notice of the time and place of each meeting of the board shall be given to each
director  not less than 48 hours  before the time when the meeting is to be held
and need not be in writing.  A notice of meeting need not specify the purpose of
or the business to be  transacted  at the meeting  except where the Act requires
such purpose or business to be specified, including, if required by the Act, any
proposal to:

(a)   submit to the  shareholders  any question or matter requiring the approval
      of the shareholders;

(b)   fill a vacancy among the directors or in the office of auditor, or appoint
      additional directors;

(c)   issue securities;

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(d)   issue shares of a series under section 27 of the Act;

(e)   declare dividends;

(f)   purchase, redeem or otherwise acquire shares issued by the Corporation;

(g)   pay a commission referred to in section 41 of the Act;

(h)   approve a management proxy circular referred to in Part XIII of the Act;

(i)   approve a take-over  bid circular or  directors'  circular  referred to in
      Part XVII of the Act;

(j)   approve any financial statements referred to in section 155 of the Act; or

(k)   adopt, amend or repeal by-laws.

4.7 First Meeting of New Board

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

4.8 Chairperson and Secretary

The   chairperson  of  the  board  or,  in  the   chairperson's   absence,   the
vice-chairperson, or in the vice-chairpersons' absence, the president or, in the
president's absence, a vice-president shall be chairperson of any meeting of the
board. If none of these officers are present, the directors present shall choose
one of their number to be chairperson.  The secretary of the  Corporation  shall
act as  secretary  at any  meeting of the board  and,  if the  secretary  of the
Corporation is absent, the chairperson of the meeting shall appoint a person who
need not be a director to act as secretary of the meeting.

4.9 Votes to Govern

At all meetings of the board any question  shall be decided by a majority of the
votes  cast  on the  question  and in the  case  of an  equality  of  votes  the
chairperson  of the meeting  shall not be entitled to a second or casting  vote.
Any  question  at a meeting  of the board  shall be  decided  by a show of hands
unless a ballot is required or demanded.

4.10 Participation by Telephonic, Electronic or other Communication Facility

Subject to the Act, a director may participate in a meeting of directors or of a
committee  of  directors  by  means  of  a   telephonic,   electronic  or  other
communication  facility that permits all participants to communicate  adequately
with each other during the  meeting.  A director  participating  in a meeting by
such means shall be deemed to be present at that meeting. A meeting of directors
held by telephonic,  electronic or other communication

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facility shall be deemed to be held at the place where the registered  office of
the Corporation is located.

4.11 Electronic Voting

Subject  to the Act,  a  director  participating  in a  meeting  by  telephonic,
electronic or other  communication  facility in accordance  with section 4.9 may
vote by means of such facility.

4.12 Conflict of Interest

A  director  or  officer  of  the  Corporation  who  is a  party  to a  material
transaction or material contract,  or proposed material  transaction or material
contract  with the  Corporation,  is a director  or an officer  of, or acts in a
capacity similar to a director or officer of, or has a material  interest in any
person who is a party to a material transaction or material contract or proposed
material  transaction or material  contract with the Corporation  shall disclose
the nature and extent of his 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  any  transaction.  If a  material
transaction or material contract is made between the Corporation and one or more
of its directors or officers,  or between the  Corporation and another person of
which a director  or officer of the  Corporation  is a director or officer or in
which he has a material  interest,  the transaction is neither void nor voidable
by reason only of that  relationship,  or by reason only that a director with an
interest in the transaction or contract is present at or is counted to determine
the  presence of a quorum at a meeting of  directors  or  committee of directors
that  authorized  the  transaction,  if the  director or officer  disclosed  his
interest in accordance  with the  provisions of the Act and the  transaction  or
contract was approved by the directors or the shareholders and it was reasonable
and fair to the Corporation at the time it was approved.

                                    ARTICLE 5
                                   COMMITTEES

5.1 Audit Committee

The  directors  shall appoint from among their number an audit  committee  whose
composition  and function will conform with  applicable law. The audit committee
shall have the  functions  provided in the Act and as may be  prescribed  by any
applicable law or regulatory  authority to which the  Corporation is required to
comply.

5.2 Other Committees

The board may designate  and appoint  additional  committees  of directors  and,
subject  to the  limitations  prescribed  by  the  Act,  may  delegate  to  such
committees any of the powers of the board.

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5.3 Procedure

Subject to the Act and unless otherwise  determined by the board, each committee
shall  have the  power to fix its  quorum  at not less  than a  majority  of its
members, to elect its chairperson and to regulate its procedure.

                                   ARTICLE 6
                                    OFFICERS

6.1 Appointment of Officers

The  board may from  time to time  designate  the  offices  of the  Corporation,
appoint  persons to such  offices,  specify  their  duties  and,  subject to any
limitations  prescribed  in the Act,  may  delegate to them powers to manage the
business and affairs of the Corporation.

                                   ARTICLE 7
                      PROTECTION OF DIRECTORS AND OFFICERS

7.1 Limitation of Liability

No director or officer shall be liable for:

(a)   the acts, receipts,  neglects or defaults of any other director,  officer,
      employee or agent of the Corporation or any other person;

(b)   any loss,  damage or expense  happening  to the  Corporation  through  the
      insufficiency or deficiency of title to any property  acquired by, 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 loaned out or invested;

(c)   any loss or damage arising from the bankruptcy, insolvency or tortious act
      of any  person,  firm  or  corporation,  including  any  person,  firm  or
      corporation with whom any moneys,  securities or other assets belonging to
      the Corporation shall be lodged or deposited;

(d)   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;

(e)   any other  loss,  damage or  misfortune  whatever  which may happen in the
      execution of the duties of the director's or officer's  respective  office
      or in relation thereto,

unless the same shall happen by or through the  director's or officer's  failure
to  exercise  the  powers  and to  discharge  the  duties of the  director's  or
officer's 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,  provided that nothing herein  contained shall

<PAGE>

relieve a director or officer from the duty to act in accordance with the Act or
relieve such director or officer from liability for a breach of the Act.

7.2 Indemnity of Directors and Officers

(a)   The Corporation  shall indemnify a director or officer of the Corporation,
      a former director or officer of the Corporation or another  individual who
      acts or acted at the Corporation's request as a director or officer, or an
      individual  acting in a 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 such individual in respect
      of  any  civil,   criminal  or  administrative,   investigative  or  other
      proceeding in which the individual is involved because of that association
      with the Corporation or other entity.

(b)   The Corporation may not indemnify an individual under paragraph (a) unless
      the individual:

(i)   acted  honestly and in good faith with a view to the best interests of the
      Corporation or other entity for which the  individual  acted as a director
      or officer or in a similar capacity at the Corporation's  request,  as the
      case may be; and

(ii)  in the case of a criminal or  administrative  action or proceeding that is
      enforced by a monetary penalty,  had reasonable grounds for believing that
      his conduct was lawful.

(c)   The  Corporation  shall advance  moneys to such  individual for the costs,
      charges and expenses of a proceeding referred to in paragraph (a) provided
      such individual agrees in advance,  in writing, to repay the moneys if the
      individual does not fulfill the condition of paragraph (b).

(d)   If required by an individual referred to in paragraph (a), the Corporation
      shall seek the approval of a court to indemnify such individual or advance
      moneys under  paragraph (c) in respect of an action by or on behalf of the
      Corporation or other entity to procure a judgment in its favour,  to which
      such  individual is made a party because of the  individual's  association
      with the  Corporation  or other  entity as  described  in  paragraph  (a),
      against  all  costs,  charges  and  expenses  reasonably  incurred  by the
      individual in connection with such action, if the individual  fulfills the
      conditions set out in paragraph (b).

(e)   Notwithstanding  paragraph (a), an individual referred to in paragraph (a)
      is entitled to  indemnity  from the  Corporation  in respect of all costs,
      charges and expenses  reasonably  incurred by the individual in connection
      with the defence of any civil, criminal, administrative,  investigative or
      other  proceeding  to which  the  individual  is  subject  because  of the
      individual's association with the Corporation or other entity as described
      in paragraph (a), if the individual seeking indemnity:

(i)   was not  adjudged  by the  court  or  other  competent  authority  to have
      committed any fault or omitted to do anything that the individual ought to
      have done; and

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(ii)  fulfills the conditions set out in paragraph (b).

7.3 Indemnification of Others

Subject to the Act, the Corporation may indemnify its employees, agents and such
persons,  other than those  referred  to in section  7.2, as the  directors  may
determine.

7.4 Insurance

The  Corporation  may  purchase  and  maintain  insurance  for the benefit of an
individual  referred to in section 7.1 and 7.2 against any liability incurred by
such  individual  if the  individual  acts  or  acted  in that  capacity  at the
Corporation's request.

7.5 Indemnities Not Exclusive

Each of the  provisions  of this  Article 7 shall be in  addition  to and not in
substitution  for or derogation  from any rights to which any person referred to
herein may otherwise be entitled.

                                   ARTICLE 8
                            MEETINGS OF SHAREHOLDERS

8.1 Annual Meetings

Subject to the Act, the annual meeting of shareholders shall be held on such day
and at such time in each year as the board,  or the chairperson of the board, or
the  vice-chairperson  of the  board,  or the  president  in the  absence of the
chairperson or  vice-chairperson  of the board, may from time to time determine,
for the purpose of considering the financial  statements and reports required by
the Act to be placed before the annual meeting,  electing directors,  appointing
auditors  and for the  transaction  of such other  business  as may  properly be
brought before the meeting.

8.2 Place of Meetings

Subject to the Act, meetings of shareholders  shall be held at such place within
Canada as the directors  shall  determine or at such place outside Canada as may
be specified in the articles or agreed to by all of the shareholders entitled to
vote at the meeting.

8.3 Notice of Meetings

Subject to the Act, notice of the time and place of each meeting of shareholders
shall be sent not less than 21 days nor more than 60 days  before the meeting to
each  shareholder  entitled to vote at the meeting,  to each director and to the
auditor of the Corporation.

8.4 Participation in Meeting by Electronic Means

Subject to the Act and the consent of the  directors or all of the  shareholders
entitled  to vote at the  meeting,  any person  entitled  to attend a meeting of
shareholders may

<PAGE>

participate  in the  meeting  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 shall
be deemed to be  present  at the  meeting.  A meeting  of  shareholders  held by
electronic  means shall be deemed to be held at the place  where the  registered
office of the Corporation is located.

8.5 Electronic Meetings

Subject to the Act and the consent of the  directors or all of the  shareholders
entitled to vote at the meeting,  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  entirely  by  means of a  telephonic,  electronic  or other  communication
facility that permits all participants to communicate adequately with each other
during the meeting.

8.6 Chairperson and Secretary

The   chairperson  of  the  board  or,  in  the   chairperson's   absence,   the
vice-chairperson or, in the vice-chairperson's absence, the president or, in the
president's  absence,  a  vice-president  shall be chairperson of any meeting of
shareholders.  If none of these officers are present within 15 minutes after the
time appointed for holding the meeting, the persons present and entitled to vote
shall  choose a  chairperson  from  amongst  themselves.  The  secretary  of the
Corporation  shall act as  secretary at any meeting of  shareholders  or, if the
secretary of the  Corporation  be absent,  the  chairperson of the meeting shall
appoint some person,  who need not be a shareholder,  to act as secretary of the
meeting. If desired, one or more scrutineers, who need not be shareholders,  may
be  appointed  by  resolution  or by the  chairperson  with the  consent  of the
meeting.

8.7 Persons Entitled to be Present

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

8.8 Quorum

A quorum of  shareholders is present at a meeting of shareholders if the holders
of 20% of the shares  entitled  to vote at the  meeting are present in person or
represented by proxy, provided that a quorum shall not be less than two persons.
A quorum need not be present throughout the meeting provided a quorum is present
at the opening of the meeting.

<PAGE>

8.9 Shareholder Representatives

A body corporate or association which is a shareholder of the Corporation may be
represented  at a meeting of  shareholders  by any  individual  authorized  by a
resolution of its directors or governing  body and such  individual may exercise
on behalf of the body corporate or association which such individual  represents
all the powers it could exercise if it were an individual shareholder.

8.10 Time for Deposit of Proxies

The board may  specify  in a notice  calling a meeting of  shareholders  a time,
preceding  the time of such  meeting  by not more  than 48 hours,  exclusive  of
non-business  days, before which time proxies to be used at such meeting must be
deposited.  A proxy shall be acted upon only if, prior to the time so specified,
it shall have been deposited with the Corporation or an agent thereof  specified
in such notice or, if no such time is specified  in such  notice,  it shall have
been received by the secretary of the  Corporation or by the  chairperson of the
meeting or any adjournment thereof prior to the time of voting.

8.11 Voting

Any  question at a meeting of  shareholders  shall be decided by a show of hands
unless a ballot is required or  demanded.  Upon a show of hands every person who
is present and entitled to vote shall have one vote.  Whenever a vote by show of
hands  has  been  taken  upon a  question,  unless a ballot  is so  required  or
demanded, a declaration by the chairperson of the meeting that the vote upon the
question has been carried or carried by a particular majority or not carried and
an entry to that effect in the  minutes of the meeting  shall be, 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 any resolution.

8.12 Ballots

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

8.13 Electronic Voting

(a)   Notwithstanding  section 8.11,  any person  participating  in a meeting of
      shareholders by telephonic, electronic, or other communication facility in
      accordance  with  section 8.4 and entitled to vote at the meeting may vote
      by means of the  telephonic,

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      electronic or other  communication  facility that the Corporation has made
      available for that purpose.

(b)   Any vote referred to in section 8.11 or 8.12 may be held entirely by means
      of a  telephonic,  electronic  or  other  communication  facility  if  the
      Corporation makes available such a communication  facility,  provided,  in
      each case, that the facility:

(i)   enables the votes to be gathered in a manner that permits their subsequent
      verification; and

(ii)  permits the tallied  votes to be presented to the  Corporation  without it
      being  possible for the  Corporation  to identify how each  shareholder or
      group of shareholders voted.

8.14 Casting Vote

In case of an  equality of votes at any  meeting of  shareholders  either upon a
show of hands or upon a ballot,  the  chairperson  of the  meeting  shall not be
entitled to a second or casting vote.

                                   ARTICLE 9
                                SHARES/SECURITIES

9.1 Issuance

Subject  to the Act and the  articles,  the board may from time to time issue or
grant  options  to  purchase,  or  authorize  the issue or grant of  options  to
purchase,  any part of the authorized and unissued  shares of the Corporation at
such times and to such  persons  and for such  consideration  as the board shall
determine or authorize, provided that no share shall be issued until it is fully
paid.

9.2 Securities Records

The  Corporation  shall  maintain a register of shares and other  securities  in
which it  records  the shares and other  securities  issued by it in  registered
form,  showing  with  respect  to each  class or  series  of  shares  and  other
securities:

(a)   the names,  alphabetically  arranged, and the latest known address of each
      person who is or has been a holder;

(b)   the number of shares or other securities held by each holder; and

(c)   the date and  particulars of the issue and transfer of each share or other
      security.

9.3 Transfer Agents and Registrars

The  directors  may from  time to time  appoint  a  registrar  to  maintain  the
securities  register and a transfer  agent to maintain the register of transfers
and may also appoint one or more branch registrars to maintain branch securities
registers and one or more branch transfer

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agents to maintain  branch  registers of transfers.  One person may be appointed
both  registrar and transfer  agent and the board may at any time  terminate any
such appointment.

9.4 Non-recognition of Trusts

Subject to the Act, the Corporation may treat the registered owner of a share as
the person  exclusively  entitled to vote,  to receive  notices,  to receive any
dividend or other payments in respect  thereof and otherwise to exercise all the
rights and powers of an owner of a share.

9.5 Security Certificates

Security certificates shall be signed by at least one of the following persons:

(a)   any director or officer of the Corporation;

(b)   a registrar, transfer agent or branch transfer agent of the Corporation or
      an individual on their behalf; or

(c)   a trustee who certifies it in accordance with a trust indenture.

Signatures may be printed or otherwise  mechanically  reproduced on the security
certificates and every such signature shall for all purposes be deemed to be the
signature of the person whose  signature it reproduces and shall be binding upon
the Corporation.  If a security  certificate  contains a printed or mechanically
reproduced  signature  of a person,  the  Corporation  may  issue  the  security
certificate,  notwithstanding  that the person has ceased to be a director or an
officer of the Corporation,  and the security  certificate is as valid as if the
person were a director or an officer at the date of its issue.

                                   ARTICLE 10
                              DIVIDENDS AND RIGHTS

10.1 Dividends

Subject to the Act, the board may from time to time declare dividends payable to
the  shareholders  according  to their  respective  rights and  interests in the
Corporation. Dividends may be paid in money or property or by issuing fully paid
shares of the Corporation.

10.2 Dividend Cheques

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 or series in respect of which it has been  declared  and mailed by prepaid
ordinary mail to such registered holder at such holder's address recorded in the
Corporation's  securities  register,  unless in each case such holder  otherwise
directs.  In the case of joint  holders  the  cheque  shall,  unless  such joint
holders  otherwise  direct,  be made  payable  to the order of

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all of such joint  holders and mailed to them at their  address  recorded in the
securities  register of the  Corporation.  The mailing of such  cheque,  in such
manner,  unless the cheque is not paid on due  presentation,  shall  satisfy and
discharge the  liability  for the dividend to the extent of the sum  represented
thereby plus the amount of any tax which the Corporation is required to and does
withhold.

10.3 Non-receipt of Cheques

In the event of non-receipt or loss of any dividend cheque by the person to whom
it is sent, the Corporation shall issue to such person a replacement  cheque for
a like  amount on such terms as to  indemnity,  reimbursement  of  expenses  and
evidence of  non-receipt or loss and of title as the board may from time to time
prescribe, whether generally or in any particular case.

10.4 Unclaimed Dividends

Any  dividend  unclaimed  after a period of six years from the date on which the
dividend has been  declared to be payable shall be forfeited and shall revert to
the Corporation.

                                   ARTICLE 11
                                  MISCELLANEOUS

11.1 Timing of Delivery of Notices

      (a)   Any notice,  document or other information  delivered to a director,
            officer, shareholder,  auditor or member of a committee of the board
            by  prepaid  mail  addressed  to,  or  delivered  personally  to the
            director, officer, shareholder,  auditor or member of a committee of
            the  board at the  latest  address  as shown in the  records  of the
            Corporation  shall be deemed to be  received at the time it would be
            delivered in the ordinary course of mail unless there are reasonable
            grounds for believing that the addressee did not receive the notice,
            document or other information at that time or at all.

      (b)   Subject to the Act, wherever a notice, document or other information
            is  provided  to a person in the form of an  electronic  document in
            accordance  with section 2.5, such document  shall be deemed to have
            been provided at the time it leaves an information system within the
            control of the  originator  or another  person  who  provided  it on
            behalf of the originator,  and shall be deemed to have been received
            when it enters the information system designated by the addressee.

11.2 Waiver of Notice

Any shareholder (or such  shareholder's duly appointed  proxyholder),  director,
officer, auditor or member of a committee of the board may at any time waive the
provision of any notice or document, or waive or abridge the time for any notice
or document,  required to be provided to such person under any  provision of the
Act, the articles, the by-laws or otherwise and such waiver or abridgement shall
cure any default in the

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provision or in the timing of such notice or  document,  as the case may be. Any
such waiver or  abridgement  shall be in writing  except a waiver of notice of a
meeting  of  shareholders  or of the  board,  which may be given in any  manner.
Attendance  of a director at a meeting of directors or of a  shareholder  or any
other person  entitled to attend a meeting of shareholders is a waiver of notice
of the meeting except where such director,  shareholder or other person,  as the
case may be,  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.

11.3 Omissions and Errors

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

11.4 Invalidity

The  invalidity  or  unenforceability  of any provision of this by-law shall not
affect the  validity  or  enforceability  of the  remaining  provisions  of this
by-law.

11.5 Effective Date

This by-law shall come into force upon approval by the directors.

11.6 Repeal

All other by-laws of the  Corporation  relating  generally to the transaction of
the business and affairs of the Corporation enacted and confirmed on January 12,
2001,  shall be repealed  upon the coming into effect of this  by-law.  However,
such repeal shall not affect the previous operation of such by-law or affect the
validity of any act done or right,  privilege,  obligation or liability acquired
or incurred  under or the validity of any contract or agreement made pursuant to
such by-law  prior to its repeal.  All  officers  and persons  acting under such
repealed  by-law shall  continue to act as if appointed  under the provisions of
this by-law and all  resolutions of the  shareholders  or board with  continuing
effect  passed  under such  by-law  shall  continue  in force  until  amended or
repealed, except to the extent inconsistent with this by-law.