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                                                                    EXHIBIT 3.16

                                  BY-LAW NO. 1

  A By-law relating generally to the transaction of the business and affairs of

                              GERDAU MRM STEEL INC.

                                    Contents

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



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

                                   Section One
                                 INTERPRETATION

1.01 Definitions. -- In the By-laws of the Corporation, unless the context
otherwise requires:

"Act" means The Business Corporations Act and any statute that may be
substituted therefor as and from time to time amended;

"appoint" includes "elect" and vice versa;

"Articles" means the Articles attached to the Certificate of Continuance dated
July 7, 1995, of the Corporation as from time to time amended or restated;

"Board" means the Board of Directors of the Corporation;

"By-laws" means this By-law and all other By-laws of the Corporation from time
to time in force and effect;

"Corporation" means the corporation incorporated by Certificate of Continuance
under the Act and named

GERDAU MRM STEEL INC.

"meeting of shareholders" includes an annual meeting of shareholders and a
special meeting of shareholders;

"special meeting of shareholders" includes a meeting of any class or classes of
shareholders and a special meeting of all shareholders entitled to vote at an
annual meeting of shareholders;

"non-business day" means Saturday, Sunday and any other day that is a holiday as
defined in The Interpretation Act;

"recorded address" means, in the case of a shareholder, his address as recorded
in the securities register; and, in the case of joint shareholders, the address
appearing in the securities register in respect of such joint holding or the
first address so appearing if there are more than one; and in the case of a
Director, officer, auditor or member of a committee of the Board, his latest
address as recorded in the records of the Corporation;

"signing officer" means, in relation to any instrument, any person authorized to
sign the same on behalf of the Corporation by section 2.04 or by a resolution
passed pursuant thereto;

"unanimous shareholder agreement" means a written agreement among all the
shareholders of the Corporation, or among all such shareholders and a person who
is not a shareholder. that restricts. in whole or in part, the powers of the
Directors to manage the business and affairs of the Corporation, as from time to
time amended;

save as aforesaid, words and expressions defined in the Act have the same
meanings when used herein; and words importing the singular number include the
plural and vice versa; words importing gender include the masculine, feminine
and neuter genders; and words importing persons include individuals, bodies
corporate, partnerships, trusts and unincorporated organizations.


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                                   Section Two
                           BUSINESS OF THE CORPORATION

2.01 Registered Office. -- Until changed in accordance with the Act, the
registered office of the Corporation shall be at Regina, Saskatchewan, and at
such location therein as the Board may from time to time determine.

2.02 Corporate Seal. -- Until
changed by the Board, the corporate seal
of the Corporation shall be in the form
impressed hereon.

                                                 (SEAL)

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

2.04 EXECUTION OF INSTRUMENTS. -- Deeds, transfers, assignments, contracts,
obligations, certificates and other instruments may be signed on behalf of the
Corporation by any one Director or officer of the Corporation. In addition, the
Board may from time to time direct the manner in which and the person or persons
by whom any particular instrument or class of instruments may or shall be
signed. Any signing officer may affix the corporate seal to any instrument
requiring the same.

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

2.06 VOTING RIGHTS IN OTHER BODIES CORPORATE. -- The signing officers of the
Corporation may execute and deliver proxies and arrange for the issuance of
voting certificates or other evidence of the right to exercise the voting rights
attaching to any securities held by the Corporation. Such instruments,
certificates or other evidence shall be in favour of such person or persons as
may be determined by the officers executing such proxies or arranging for the
issuance of voting certificates or such other evidence of the right to exercise
such voting rights. In addition, the Board may from time to time direct the
manner in which and the person or persons by whom any particular voting rights
or class of voting rights may or shall be exercised.

                                  Section Three
                            BORROWING AND SECURITIES

3.01 BORROWING POWER. -- Without limiting the borrowing powers of the
Corporation as set forth in the Act, the Board may from time to time:

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

(b) issue, reissue, sell or pledge bonds, debentures, notes or other evidences
of indebtedness or guarantee of the Corporation, whether secured or unsecured;
and


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(c) charge, mortgage, hypothecate, pledge or otherwise create a security
interest in all or any currently owned or subsequently acquired real or
personal, movable or immovable property of the Corporation, including book
debts, rights, powers, franchises and undertaking, to secure any such bonds,
debentures, notes or other evidences of indebtedness or guarantee or any other
present or future indebtedness or liability of the Corporation.

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

3.02 DELEGATION. -- The Board may from time to time delegate to such one or more
of the Directors and officers of the Corporation as may be designated by the
Board all or any of the powers conferred on the Board by section 3.01 or by the
Act to such extent and in such manner as the Board shall determine at the time
of each such delegation.

                                  Section Four
                                    DIRECTORS

4.01 NUMBER OF DIRECTORS AND QUORUM. -- Until changed in accordance with the
Act, the Board shall consist of not fewer than one and not more than ten
Directors. Subject to section 4.08, the quorum for the transaction of business
at any meeting of the Board shall consist of a simple majority of Directors or
such greater number of Directors as the Board may from time to time determine.

4.02 QUALIFICATION. -- No person shall be qualified for election as a Director
if he is less than 18 years of age; if he is of unsound mind and has been so
found by a court in Canada or elsewhere; if he is not an individual; or if he
has the status of a bankrupt. A Director need not be a shareholder. A majority
of the Directors shall be resident Canadians.

4.03 ELECTION AND TERM. -- The election of Directors shall take place at the
first meeting of shareholders and at each annual meeting of shareholders and all
the Directors then in office shall retire but, if qualified, shall be eligible
for re-election. The number of Directors to be elected at any such meeting
shall, if a maximum and minimum number of Directors is authorized, be the number
of Directors then in office unless the Directors or the shareholders otherwise
determine or shall, if a fixed number of Directors is authorized, be such fixed
number. The election shall be by resolution. If an election of Directors is not
held at the proper time, the incumbent Directors shall continue in office until
their successors are elected.

4.04 REMOVAL OF DIRECTORS. -- Subject to the provisions of the Act, the
shareholders may by resolution passed at a meeting specially called for such
purpose remove any Director from office and the vacancy created by such removal
may be filled at the same meeting failing which it may be filled by the
Directors.

4.05 VACATION OF OFFICE. -- A Director ceases to hold office when he dies; he is
removed from office by the shareholders; he ceases to be qualified for election
as a Director, or his written resignation is sent to delivered to the
Corporation, or, if a time is specified in such resignation, at the time so
specified, whichever is later.

4.06 VACANCIES. -- Subject to the Act, a quorum of the Board may fill a vacancy
in the Board, except a vacancy resulting from an increase in the minimum number
of Directors or from a failure of the shareholders to elect the minimum number
of Directors. In the absence of a quorum of the Board, or if the vacancy has
arisen from a failure of the shareholders to elect the minimum number of
Directors, the Board shall forthwith call a

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special meeting of shareholders to fill the vacancy. If the Board fails to call
such meeting or if there are no Directors then in office, any shareholder may
call the meeting.

4.07 ACTION BY THE BOARD. -- Subject to any unanimous shareholder agreement, the
Board shall manage the business and affairs of the Corporation. Subject to
sections 4.08 and 4.09, the powers of the Board may be exercised by a meeting at
which the quorum is present or by resolution in writing signed by all the
Directors entitled to vote on that resolution at a meeting of the Board. Where
there is a vacancy in the Board, the remaining Directors may exercise all the
powers of the Board so long as a quorum remains in office. Where the Corporation
has only one Director that Director may constitute a meeting.

4.08 CANADIAN MAJORITY. -- The Board shall not transact business at a meeting,
other than filling a vacancy in the Board, unless a majority of the Directors
present are resident Canadians, except where:

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

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

4.09 MEETING BY TELEPHONE. -- If ALL the Directors of the Corporation consent, a
Director may participate in a meeting of the Board or of a committee of the
Board by means of such telephone or other communications facilities as permit
all persons participating in the meeting to hear each other, and a Director
participating in such a meeting by such means is deemed to be present at the
meeting. Any such consent shall be effective whether given before or after the
meeting to which it relates and may he given with respect to all meetings of the
Board and of committees of the Board.

4.10 PLACE OF MEETINGS. -- Meetings of the Board may be held at any place in or
outside Canada.

4.11 CALLING OF MEETINGS. -- Meetings of the Board shall be held from time to
time at such time and at such place as the Board, the chairman of the Board, the
managing Director, the president or any two Directors may determine.

4.12 NOTICE OF MEETING. -- Notice of the time and place of each meeting of the
Board shall be given in the manner provided in section 12.01 to each Director
not less than 48 hours before the time when the meeting is to be held. A notice
of a meeting of Directors need not specify the purpose of or the business to be
transacted at the meeting except where the Act requires such purpose or business
to be specified, including, if required by the Act, any proposal to:

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

(b)      fill a vacancy among the Directors or in the office of auditor;

(c)      issue securities;

(d)      declare dividends;

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

(f)      pay a commission for the sale of shares;


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(g)      approve a management proxy circular;

(h)      approve a take-over bid circular or Directors' circular;

(i)      approve any annual financial statements; or

(j)      adopt, amend or repeal By-laws.

A Director may in any manner waive notice of or otherwise consent to a meeting
of the Board.

4.13 FIRST MEETING OF NEW BOARD. -- Provided a quorum of Directors is present.
Each newly elected Board may without notice hold its first meeting immediately
following the meeting of shareholders at which such Board is elected.

4.14 ADJOURNED MEETING. -- Notice of an adjourned meeting of the Board is not
required if the time and place of the adjourned meeting is announced at the
original meeting.

4.15 REGULAR MEETINGS. -- The Board may appoint a day or days in any month or
months for regular meetings of the Board at a place and hour to be named. A copy
of any resolution of the Board fixing the place and time of such regular
meetings shall be sent to each Director forthwith after being passed, but no
other notice shall be required for any such regular meeting except where the Act
requires the purpose thereof or the business to be transacted thereat to be
specified.

4.16 CHAIRMAN. -- The chairman of any meeting of the Board shall be the first
mentioned of such of the following officers as have been appointed and who is a
Director and is present at the meeting: chairman of the Board, managing
Director, president or a vice-president. If no such officer is present, the
Directors present shall choose one of their number to be chairman.

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

4.18 CONFLICT OF INTEREST. -- A Director or officer who is a party to, or who is
a Director or officer of, or has a material interest in any person who is a
party to, a material contract or proposed material contract with the Corporation
shall disclose the nature and extent of his interest at the time and in the
manner provided by the Act. Any such contract or proposed contract shall be
referred to the Board or shareholders for approval even if such contract is one
that in the ordinary course of the Corporation's business would not require
approval by the Board or shareholders, and a Director interested in a contract
so referred to the Board shall not vote on any resolution to approve the same
except as provided by the Act.

4.19 REMUNERATION AND EXPENSES. -- Subject to any unanimous shareholder
agreement, the Directors shall be paid such remuneration for their services as
the Board may from time to time determine. The Directors shall also be entitled
to be reimbursed for traveling and other expenses properly incurred by them in
attending meetings of the Board or any committee thereof. Nothing herein
contained shall preclude any Director from serving the Corporation in any other
capacity and receiving remuneration therefor.


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                                  Section Five
                                   COMMITTEES

5.01 COMMITTEES OF DIRECTORS. -- The Board may appoint a committee of Directors,
however designated, and delegate to such committee any of the powers of the
Board except those which pertain to items which, under the Act, a committee of
Directors has no authority to exercise. A majority of the members of such
committee shall be resident Canadians.

5.02 TRANSACTION OF BUSINESS. -- Subject to the provisions of section 4.09, the
powers of a committee of Directors may be exercised by a meeting at which a
quorum is present or by resolution in writing signed by all members of such
committee who would have been entitled to vote on that resolution at a meeting
of the committee. Meetings of such committee may be held at any place in or
outside of Canada.

5.03 ADVISORY COMMITTEES. -- The Board may from time to time appoint such other
committees as it may deem advisable, but the functions of any such other
committees shall be advisory only.

5.04 PROCEDURE. -- Unless otherwise determined by the Board, each committee
shall have power to fix its quorum at not less than a majority of its members,
to elect its chairman and to regulate its procedure.

                                   Section Six
                                    OFFICERS

6.01 APPOINTMENT. -- Subject to any unanimous shareholder agreement, the Board
may from time to time appoint a president, one or more vice-presidents (to which
title may be added words indicating seniority or function), a secretary, a
treasurer and such other officers as the Board may determine, including one or
more assistants to any of the officers so appointed. The Board may specify the
duties of and, in accordance with this By-law and subject to the provisions of
the Act, delegate to such officers powers to manage the business and affairs of
the Corporation. Subject to sections 6.02 and 6.03, an officer may but need not
be a Director and one person may hold more than one office.

6.02 CHAIRMAN OF THE BOARD. -- The Board may from time to time also appoint a
chairman of the Board who shall be a Director. If appointed, the Board may
assign to him any of the powers and duties that are by any provisions of this
By-law assigned to the managing Director or to the president, and he shall,
subject to the provisions of the Act, have such other powers and duties as the
Board may specify. During the absence or disability of the chairman of the
Board, his duties shall be performed and his powers exercised by the managing
Director, if any, or by the president.

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

6.04 PRESIDENT. -- If appointed, the president shall be the chief operating
officer and, subject to the authority of the Board, shall have general
supervision of the business of the Corporation and he shall have such other
powers and duties as the Board may specify. During the absence or disability of
the managing Director,

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or if no managing Director has been appointed, the president shall also have the
powers and duties of that office.

6.05 VICE-PRESIDENT. -- A vice-president shall have such powers and duties as
the Board or the chief executive officer may specify.

6.06 SECRETARY. -- The secretary shall attend and be the secretary of all
meetings of the Board, shareholders and committees of the Board and shall enter
or cause to be entered in records kept for that purpose minutes of all
proceedings thereat; he shall give or cause to be given, as and when instructed;
all notices to shareholders, Directors, officers, auditors and members of
committees of the Board; he shall be the custodian of the stamp or mechanical
device generally used for affixing the corporate seal of the Corporation and of
all books, papers, records, documents and instruments belonging to the
Corporation, except when some other officer or agent has been appointed for that
purpose; and he shall have such other powers and duties as the Board or the
chief executive officer may specify.

6.07 TREASURER. -- The treasurer shall keep proper accounting records in
compliance with the Act and shall be responsible for the deposit of money, the
safekeeping of securities and the disbursement of the funds of the Corporation;
he shall render to the Board whenever required an account of all his
transactions as treasurer and of the financial position of the Corporation; and
he shall have such other powers and duties as the Board or the chief executive
officer may specify.

6.08 POWERS AND DUTIES OF OTHER OFFICERS. -- The powers and duties of all other
officers shall be such as the terms of their engagement call for or as the Board
or the chief executive officer may specify. Any of the powers and duties of an
officer to whom an assistant has been appointed may be exercised and performed
by such assistant, unless the Board or the chief executive officer otherwise
directs.

6.09 VARIATION OF POWERS AND DUTIES. -- The Board may from time to time and
subject to the provisions of the Act, vary, add to or limit the powers and
duties of any officer.

6.10 TERM OF OFFICE. -- The Board, in its discretion, may remove any officer of
the Corporation, without prejudice to such officer's rights under any employment
contract; otherwise, each officer appointed by the Board shall hold office until
his successor is appointed, or until his earlier resignation.

6.11 TERMS OF EMPLOYMENT AND REMUNERATION. -- The terms of employment and the
remuneration of an officer appointed by the Board shall be settled by it from
time to time.

6.12 CONFLICT OF INTEREST. -- An officer shall disclose his interest in any
material contract or proposed material contract with the Corporation in
accordance with section 4.18.

6.13 AGENTS AND ATTORNEYS. -- The Board shall have power from time to time to
appoint agents or attorneys for the Corporation in or outside Canada with such
powers of management or otherwise (including the powers to subdelegate) as may
be thought fit.

6.14 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 powers and duties, in such form and with such surety
as the Board may from time to time determine.

                                  Section Seven
                  PROTECTION OF DIRECTORS, OFFICERS AND OTHERS


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7.01 LIMITATION OF LIABILITY. -- Every Director and officer of the Corporation
in exercising his powers and discharging his dudes shall act honestly and in
good faith with a view to the best interests of the Corporation and exercise the
care, diligence and skill that a reasonably prudent person would exercise in
comparable circumstances. Subject to the foregoing, no Director or officer shall
be liable for the acts, receipts, neglects or defaults of any other Director or
officer or employee; or for joining in any receipt or other act for conformity;
or for any loss, damage or expense happening to the Corporation through the
insufficiency or deficiency of title to any property acquired for or on behalf
of the Corporation; or for the insufficiency or deficiency of any security in or
upon which any of the moneys of the Corporation shall be invested; or for any
loss or damage arising from the bankruptcy, insolvency or tortuous acts of any
person with whom any of the moneys, securities or effects of the Corporation
shall be deposited; or for any loss occasioned by any error of judgment or
oversight on his part; or for any other loss, damage or misfortune whatever
which shall happen in the execution of the duties of his office or in relation
thereto; provided that nothing herein shall relieve any Director or officer from
the duty to act in accordance with the Act, and the regulations thereunder or
from liability for any breach thereof.

7.02 INDEMNITY. -- Subject to the limitations contained in the Act, the
Corporation shall indemnify a Director or officer, a former Director or officer,
or a person who acts or acted at the Corporation's request as a Director or
officer of a body corporate of which the Corporation is or was a shareholder or
creditor, and his heirs and legal representatives, against all costs, charges
and expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by him in respect of any civil, criminal or
administrative action or proceeding to which he is made a party by reason of
being or having been a Director or officer of the Corporation or such body
corporate, if:

(a) he acted honestly and in good faith with a view to the best interests of the
Corporation; and

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

The Corporation shall also indemnify such person in such other circumstances as
the Act permits or requires.

7.03 INSURANCE. -- The Corporation may purchase and maintain insurance for the
benefit of any person referred to in section 7.02 against such liabilities and
in such amounts as the Board may from time to time determine and are permitted
by the Act.

                                  Section Eight
                                     SHARES

8.01 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 of the
Corporation at such times and to such persons and for such consideration as the
Board shall determine, provided that no share shall be issued until it is fully
paid as provided by the Act.

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

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8.03 Registration of Transfers. -- Subject to the provisions of the Act, no
transfer of shares shall be registered in a securities register except upon:

(a)      presentation of the certificate representing such shares with an
         endorsement, which complies with the Act, made thereon or delivered
         therewith duly executed by an appropriate person as provided by the
         Act, together with such reasonable assurance that the endorsement is
         genuine and effective as the Board may from time to time prescribe;

(b)      payment of all applicable taxes and any fees prescribed by the Board,

(c)      compliance with such restrictions on transfer as are authorized by the
         Articles and upon satisfaction of any lien referred to in section 8.05.

8.04 TRANSFER AGENTS AND REGISTRARS. -- The Board may from time to time appoint
one or more agents to maintain, in respect of each class of securities of the
Corporation issued by it in registered form, a central securities register and
one or more branch securities registers. Such a person may be designated as
transfer agent or registrar according to his functions and one person may be
designated both registrar and transfer agent. The Board may at any time
terminate such appointment.

8.05 LIEN OF INDEBTEDNESS. -- If the Articles provide that the Corporation shall
have a lien on shares registered in the name of a shareholder indebted to the
Corporation, such lien may be enforced, subject to any other provision of the
Articles and to any unanimous shareholder agreement, by the sale of the shares
thereby affected or by any other action, suit, remedy or proceeding authorized
or permitted by law or by equity and, pending such enforcement, the Corporation
may refuse to register a transfer of the whole or any part of such shares.

8.06 NON-RECOGNITION OF TRUSTS. -- Subject to the provisions of the Act, the
Corporation may treat as absolute owner of any share the person in whose name
the share is registered in the securities register as if that person had full
legal capacity and authority to exercise all rights of ownership, irrespective
of any indication to the contrary through knowledge or notice or description in
the Corporation's records or on the share certificate.

8.07 SHARE CERTIFICATES. -- Every holder of one or more shares of the
Corporation shall be entitled, at his option, to a share certificate, or to a
non-transferable written acknowledgment of his right to obtain a share held by
him as shown on the securities register. Share certificates and acknowledgments
of a shareholder's right to a share certificate, respectively, shall be in such
form as the Board shall from time to time approve. Any share certificate shall
be signed in accordance with section 2.04 and need not be under the corporate
seal; provided that, unless the Board otherwise determines, certificates
representing shares in respect of which a transfer agent and/or registrar has
been appointed shall not be valid unless countersigned by or on behalf of such
transfer agent and/or registrar. The signature of one of the signing officers
or, in the case of share certificates which are not valid unless countersigned
by or on behalf of a transfer agent and/or registrar, the signatures of both
signing officers may be printed or mechanically reproduced in facsimile upon
share certificates and every such facsimile signature shall for all purposes be
deemed to be the signature of the officer whose signature it reproduces and
shall be binding upon the Corporation. A share certificate executed as aforesaid
shall be valid notwithstanding that one or both of the officers whose facsimile
signature appears thereon no longer holds office at the date of issue of the
certificate.

8.08 REPLACEMENT OF SHARE CERTIFICATES. -- The Board or any officer or agent
designated by the Board may in its or his discretion direct the issue of a new
share certificate in lieu of and upon cancellation of a share certificate that
has been mutilated or in substitution for a share certificate claimed to have
been lost, destroyed or wrongfully taken on payment of such fee, not exceeding
$3 and on such terms as to indemnity,

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reimbursement of expenses and evidence of loss and of title as the Board may
from time to time prescribe, whether generally or in any particular case.

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

8.10 DECEASED SHAREHOLDERS. -- In the event of the death of a holder, or of one
of the joint holders, of any share, the Corporation shall not be required to
make any entry in the securities register in respect thereof or to make payment
of any dividends thereon except upon production of all such documents as may be
required by law and upon compliance with the reasonable requirements of the
Corporation and its transfer agents.

                                  Section Nine
                              DIVIDENDS AND RIGHTS

9.01 DIVIDENDS. -- Subject to the provisions of the Act, the Board may from time
to time declare dividends payable to the shareholders according to their
respective rights and interest in the Corporation. Dividends may be paid in
money or property or by issuing fully paid shares of the Corporation.

9.02 DIVIDEND CHEQUES. -- A dividend payable in cash shall he 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
his recorded address, unless such holder otherwise directs. In the case of joint
holders the cheque shall, unless such joint holders otherwise direct, be made
payable to the order of all of such joint holders and mailed to them at their
recorded address. The mailing of such cheque as aforesaid, unless the same is
not paid on due presentation, shall satisfy and discharge the liability for the
dividend to the extent of the sum represented thereby plus the amount of any tax
which the Corporation is required to and does withhold.

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

9.04 RECORD DATE FOR DIVIDENDS AND RIGHTS.--The Board may fix in advance a date,
preceding by not more than 50 days the date for the payment of any dividend or
the date for the issue of any warrant or other evidence of the right to
subscribe for 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 securities, and notice of any such
record date shall be given not less than 14 days before such record date in the
manner provided by the Act. If no record date is so fixed, the record date for
the determination of the persons entitled to receive payment of any dividend or
to exercise the right to subscribe for securities of the Corporation shall be at
the close of business on the day on which the resolution relating to such
dividend or right to subscribe is passed by the Board.

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



<PAGE>

                                   Section 10
                            MEETINGS OF SHAREHOLDERS

10.01 ANNUAL MEETINGS. -- The annual meeting of shareholders shall be held at
such time in each year and, subject to section 10.03, at such place as the
Board, the chairman of the Board, the managing Director or the president may
from time to time determine, for the purpose of considering the financial
statements and reports required by the Act to be placed before the annual
meeting, electing Directors, appointing an auditor and for the transaction of
such other business as may properly be brought before the meeting.

10.02 SPECIAL MEETINGS. -- The Board, the chairman of the Board, the managing
Director or the president shall have power to call a special meeting of
shareholders at any time.

10.03. PLACE OF MEETINGS. -- Meetings of shareholders shall be held at the
registered office of the Corporation or elsewhere in the municipality in which
the registered office is situate or, if the Board shall so determine, at some
other place in Canada or, if all the shareholders entitled to vote at the
meeting so agree, at some place outside Canada.

10.04 NOTICE OF MEETINGS. -- Notice of the time and place of each meeting of
shareholders shall be given in the manner provided in section 12.01 not less
than 21 nor more than 50 days before the date of the meeting to each Director,
to the auditor and to each shareholder who at the close of business on the
record date for notice is entered in the securities register as the holder of
one or more shares carrying the right to vote at the meeting. Notice of a
meeting of shareholders called for any purpose other than consideration of the
financial statements and auditor's report, election of Directors and
reappointment of the incumbent auditor shall state the nature of such business
in sufficient detail to permit the shareholder to form a reasoned judgment
thereon and shall state the text of any special resolution to be submitted to
the meeting. A shareholder and any other person entitled to attend a meeting of
shareholders may in any manner waive notice of or otherwise consent to a meeting
of shareholders.

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

10.06 RECORD DATE FOR NOTICE. -- The Board may fix in advance a date, preceding
the date of any meeting of shareholders by not more than 50 days and not less
than 21 days, as a record date for the determination of the shareholders
entitled to notice of the meeting, and notice of any such record date shall be
given not less than 14 days before such record date, by newspaper advertisement
in the manner provided in the Act. If no record date is so fixed, the record
date for the determination of the shareholders entitled to notice of the meeting
shall be at the close of business on the day immediately preceding the day on
which the notice is given or, if no notice is given, the day on which the
meeting is held.

10.07 MEETINGS WITHOUT NOTICE. -- A meeting of shareholders may be held without
notice at any time and place permitted by the Act:


<PAGE>

(a) if all the shareholders entitled to vote thereat are present in person or
represented by proxy or if those not present or represented by proxy waive
notice of or otherwise consent to such meeting being held; and

(b) if the auditors and the Directors are present or waive notice of or
otherwise consent to such meeting being held so long as such shareholders,
auditors or Directors present are not attending for the express purpose of
objecting to the transaction of any business on the grounds that the meeting is
not lawfully called. At such a meeting any business may be transacted which the
Corporation at a meeting of shareholders may transact. If the meeting is held at
a place outside Canada, shareholders not present or represented by proxy, but
who have waived notice of or otherwise consented to such meeting, shall also be
deemed to have consented to the meeting being held at such place.

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

10.09 PERSONS ENTITLED TO BE PRESENT. -- The only persons entitled to be present
at a meeting of shareholders shall be those entitled to vote thereat, the
Directors and auditor of the Corporation and others who, although not entitled
to vote are entitled or required under any provision of the Act or the Articles
or By-laws to be present at the meeting. Any other person may be admitted only
on the invitation of the chairman of the meeting or with the consent of the
meeting.

10.10 QUORUM. -- A quorum for the transaction of business at any meeting of
shareholders shall be persons present in person, each being a shareholder
entitled to vote thereat or a duly appointed proxyholder for an absent
shareholder so entitled, and together holding or representing by proxy not less
than a majority of the outstanding shares of the Corporation entitled to vote at
the meeting. If a quorum is present at the opening of any meeting of
shareholders, the shareholders present or represented by proxy may proceed with
the business of the meeting notwithstanding that a quorum is not present
throughout the meeting. If a quorum is not present at the opening of any meeting
of shareholders, the shareholders present or represented by proxy may adjourn
the meeting to a fixed time and place but may not transact any other business.

10.11 RIGHT TO VOTE. -- Subject to the provisions of the Act as to authorized
representatives of any other body corporate or association, at any meeting of
shareholders for which the Corporation has prepared the list referred to in
section 10.05, every person who is named in such list shall be entitled to vote
the shares shown opposite his name except to the extent that, where the
Corporation has fixed a record date in respect of such meeting pursuant to
section 10.06, such person has transferred any of his shares after such record
date and the transferee, having produced properly endorsed certificates
evidencing such shares or having otherwise established that he owns such shares
has demanded not later than 10 days before the meeting that his name be included
in such list. In any such case the transferee shall be entitled to vote the
transferred shares at the meeting. At any meeting of shareholders for which the
Corporation has not prepared the list referred to in section 10.05 , every
person shall be entitled to vote at the meeting who at the time is entered in
the securities register as the holder of one or more shares carrying the right
to vote at such meeting.


<PAGE>

10.12 PROXIES. -- Every shareholder entitled to vote at a meeting of
shareholders may appoint a proxyholder, or one or more alternate proxyholders,
who need not he shareholders, to attend and act at the meeting in the manner and
to the extent authorized and with the authority conferred by the proxy. A proxy
shall be in writing executed by the shareholder or his attorney and shall
conform with the requirements of the Act.

10.13 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, unless it has been received by the secretary of the
Corporation or by the chairman of the meeting or any adjournment thereof prior
to the time of voting.

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

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

10.16 SHOW OF HANDS. -- Subject to the provisions of the Act any question at a
meeting of shareholders shall be decided by a show of hands unless a ballot
thereon is required or demanded as hereinafter provided. Upon a show of hands
every person who is present and entitled to vote shall have one vote. Whenever a
vote by show of hands shall have been taken upon a question, unless a ballot
thereon is so required or demanded, a declaration by the chairman of the meeting
that the vote upon the question has been carried or carried by a particular
majority or not carried and an entry to that effect in the minutes of the
meeting shall be prima facie evidence of the fact without proof of the number or
proportion of the votes recorded in favour of or against any proportion of the
votes recorded in favour of or against any resolution or other proceeding in
respect of the said question, and the result of the vote so taken shall be the
decision of the shareholders upon the said question.

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

10.18 ADJOURNMENT. -- If a meeting of shareholders is adjourned for less than 30
days it shall not be necessary to give notice of the adjourned meeting, other
than by announcement at the earliest meeting that is adjourned. If a meeting or
shareholders is adjourned by one or more adjournments for an aggregate of 30
days or more, notice of the adjourned meeting shall be given as for an original
meeting.

10.19 RESOLUTION IN WRITING. -- A resolution in writing signed by all the
shareholders entitled to vote on that resolution at a meeting of shareholders is
as valid as if it had been passed at a meeting of the shareholders unless a
written statement with respect to the subject matter of the resolution is
submitted by a Director or the auditors in accordance with the Act.


<PAGE>

10.20 ONLY ONE SHAREHOLDER. -- Where the Corporation has only one shareholder or
only one holder of any class or series of shares the shareholder present in
person or by proxy constitutes a meeting.

                                 Section Eleven
                            DIVISIONS AND DEPARTMENTS

11.01 CREATION AND CONSOLIDATION OF DIVISIONS. -- The Board may cause the
business and operations of the Corporation or any part thereof to be divided or
to be segregated into one or more divisions upon such basis, including without
limitation, character or type of operation, geographical territory, product
manufactured or service rendered, as the Board may consider appropriate in each
case. The Board may also cause the business and operations of any such division
to be further divided into sub-units and the business and operations of any such
divisions or sub-units to be consolidated upon such basis as the Board may
consider appropriate in each case.

11.02 NAME OF DIVISION. -- Any division or its sub-units may be designated by
such name as the Board may from time to time determine and may transact business
under such name, provided that the Corporation shall set out its name in legible
characters in all contracts, invoices, negotiable instruments and orders for
goods or services issued or made by or on behalf of the Corporation.

11.03 OFFICERS OF DIVISION. -- From time to time the Board or, if authorized by
the Board, the chief executive officer, may appoint one or more officers for any
division, prescribe their powers and duties and settle their terms of employment
and remuneration. The Board or, if authorized by the Board, the chief executive
officer, may remove at its or his pleasure any officer so appointed, without
prejudice to such officer's rights under any employment contract. Officers of
divisions or their sub-units shall not, as such, be officers of the Corporation.

                                 Section Twelve
                                     NOTICES

12.01 METHOD OF GIVING NOTICE. -- Any notice (which term includes any
communication or document) to be given (which term includes sent, delivered or
served) pursuant to the Act, the regulations thereunder, the Articles, the
By-laws or otherwise to a shareholder, Director, officer, auditor or member of a
committee of the Board shall be sufficiently given if delivered personally to
the person to whom it is to be given or if delivered to his recorded address or
if mailed to him at his recorded address by prepaid ordinary or air mail or if
sent to him at his recorded address by any means of prepaid transmitted or
recorded communication. A notice so delivered shall be deemed to have been given
when it is delivered personally or to the recorded address as aforesaid; a
notice so mailed shall be deemed to have been given when deposited in a post
office or public letter box; and a notice so sent by any means of transmitted or
recorded communication shall be deemed to have been given when dispatched or
delivered to the appropriate communication company or agency or its
representative for dispatch. The secretary may change or cause to be changed the
recorded address of any shareholder, Director, officer, auditor or member of a
committee of the Board in accordance with any information believed by him to be
reliable.

12.02 NOTICE TO JOINT SHAREHOLDERS. -- If two or more persons are registered as
joint holders of any share, any notice shall be addressed to all of such joint
holders but notice to one of such persons shall be sufficient notice to all of
them.


<PAGE>

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

12.04 UNDELIVERED NOTICES. -- If any notice given to a shareholder pursuant to
section 12.01 is returned on three consecutive occasions because he cannot be
found, the Corporation shall not be required to give any further notice to such
shareholder until he informs the Corporation in writing of his new address.

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

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

12.07 WAIVER OF NOTICE. -- Any shareholder (or his duly appointed proxyholder),
Director, officer, auditor or member of a committee of the Board may at any time
waive any notice, or waive or abridge the time for any notice, required to be
given to him under any provision of the Act, the regulations thereunder, the
Articles, the By-laws or otherwise and such waiver or abridgment, whether given
before or after the meeting or other event of which notice is required to be
given, shall cure any default in the giving or in the time of such notice, as
the case may be. Any such waiver or abridgment shall be in writing except a
waiver of notice of a meeting of shareholders or of the Board or of a committee
of the Board which may be given in any manner.

                                        4

                                Section Thirteen
                                 EFFECTIVE DATE

13.01 EFFECTIVE DATE. -- This By-law shall come into force when confirmed by the
shareholders in accordance with the Act.

13.02 REPEAL. -- All previous By-laws and Articles of association of the
corporation are repealed as of the coming into force of this By-law provided
that such repeal shall not affect the previous operation of any By-law so
repealed or affect the validity of any act done or right, privilege, obligation
or liability acquired or incurred under or the validity of any contract or
agreement made pursuant to any such By-law prior to its repeal. All officers and
persons acting under any By-law so repealed shall continue to act as if
appointed under the provisions of this By-law and all resolutions of the
shareholders or Board with continuing effect passed under any repealed By-law
shall continue good and valid except to the extent inconsistent with this By-law
and until amended or repealed.

MADE by the Board effective July 7, 1995.

                                        President:        Paul Kelly
                                                  ------------------------------


<PAGE>

                                        Secretary:        Glen Beeby
                                                  ------------------------------


CONFIRMED by the sole shareholder in accordance with the Act effective July 7,
1995.

                                        Secretary:        Glen Beeby
                                                  ------------------------------