Exhibit
3.2





OPTIMAL
GROUP INC.








BY-LAW NO. 1A, AS
AMENDED








being a
by-law relating generally to the transaction


of the
business and affairs of the Corporation








ARTICLE
ONE





INTERPRETATION





SECTION
1.01        DEFINITIONS.  In
the by-laws of the Corporation, unless the context otherwise
requires:





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





"appoint"
includes "elect" and vice versa;





"articles"
means the articles of continuance of the Corporation attached to the certificate
of continuance dated October 17, 1996, as amended, and as from time to time
further 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 continued by certificate of Continuance under the Act and
named OPTIMAL ROBOTICS CORP.;





"meeting
of shareholders" means an annual meeting of shareholders or a special meeting of
shareholders;





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





"recorded
address" means in the case of a shareholder his latest 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 shown in the records of the Corporation; and





"signing
officer" means, in relation to any instrument, any person authorized to sign the
same on behalf of the Corporation by section 2.03, or by a resolution passed
pursuant thereto.





Save as
aforesaid, words and expressions defined in the Act have the same meanings when
used herein or in any other by-law.





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; and a reference to a section means that section in
the by-laws in which such section appears.





In the
case of any conflict between the articles and the provisions of this or any
other by-law of the Corporation, the provisions of the articles shall
prevail.








ARTICLE
TWO





BUSINESS OF THE
CORPORATION





SECTION
2.01       REGISTERED
OFFICE.  Until changed in accordance with the Act, the address
of the registered office of the Corporation will be within the place specified
in the articles or within articles of amendment changing the place in which its
registered office is situated.





SECTION
2.02       CORPORATE RECORDS.
The Corporation shall prepare and maintain at its registered office or the
offices of its attorneys or at any place of business of the Corporation records
containing





(a) the
articles and the by-laws, and all amendments thereto;





(b)
minutes of meetings and resolutions of shareholders; and





(c)
copies of all notices required by the Act.





SECTION
2.03      EXECUTION OF
INSTRUMENTS.  Deeds, documents, bonds, debentures, transfers,
assignments, contracts, obligations, certificates and other instruments may be
signed on behalf of the Corporation by two persons, one of whom holds the office
of chairman of the board, vice-chairman of the board, chairman of the executive
committee, president, chief executive officer, vice-president or director and
the other of whom holds one of the said offices or the office of secretary,
treasurer, assistant-secretary or assistant-treasurer or director or any other
office created by by-law or by resolution of the board.  Where one
person holds more than one office, he may sign any of the above said deeds,
documents, bonds, debentures, transfers, assignments, contracts, obligations,
certificates and other instruments on behalf of the Corporation in one or more
capacities.  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.


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SECTION
2.04       BANKING AND FINANCIAL
ARRANGEMENTS.  The banking and financial 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 and financial
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.





SECTION
2.05       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
2.06     WITHHOLDING INFORMATION FROM
SHAREHOLDERS.  Subject to the provisions of the Act, no
shareholder shall be entitled to discovery of any information respecting any
details or conduct of the Corporation's business which, in the opinion of the
board, it would be inexpedient in the interests of the shareholders or the
Corporation to communicate to the public.  The board may from time to
time determine whether and to what extent and at what time and place and under
what conditions or regulations the accounts, records and documents of the
Corporation or any of them shall be open to the inspection of shareholders and
no shareholder shall have any right of inspecting any account, record or
document of the Corporation except as conferred by the Act or authorized by the
board or by resolution passed at a general meeting of shareholders.





SECTION
2.07       DECLARATIONS.  Any
officer of the Corporation or any other person appointed for the purpose by
resolution of the board is authorized and empowered to appear and make answer
for, on behalf and in the name of the Corporation, to writs, orders and
interrogatories upon articulated facts issued out of any court and to declare
for, on behalf and in the name of the Corporation, any answer to writs of
attachment by way of garnishment or otherwise and to make all affidavits and
sworn declarations in connection therewith or in connection with any and all
judicial proceedings.  Such officers and persons may make demands of
abandonment or petitions for winding-up or bankruptcy orders upon any debtor of
the Corporation, may attend and vote at all meetings of creditors of the
Corporation's debtors and grant proxies in connection therewith, and may
generally do all such things in respect thereof as they deem to be in the best
interests of the Corporation.


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ARTICLE
THREE





BORROWING AND
SECURITIES





SECTION
3.01       BORROWING
POWER.  Without limiting the borrowing powers of the
Corporation as set forth in the Act or in the articles, the board may from time
to time:





(a)
            borrow
      money upon the credit of the Corporation and limit or increase the amount
      to be borrowed;





(b)
            issue,
      reissue, sell or pledge bonds, debentures, notes or other evidences of
      indebtedness, guarantees, securities, or other debt obligations of the
      Corporation, whether secured or
unsecured;





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





(d)
            mortgage,
      hypothecate, pledge or otherwise create a security interest in all or any
      of the real or personal, moveable or immoveable property of the
      Corporation, currently owned or subsequently acquired, including book
      debts, rights, powers, franchises and undertakings, to secure any present
      or future debt obligations or any money borrowed or other debt or
      liability of the Corporation, including any bonds, debentures, notes,
      debenture stock, other evidences of indebtedness, guarantees or securities
      of the Corporation which it is by law entitled to
  issue.


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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.





SECTION
3.02       DELEGATION.  The
board may from time to time delegate to such one or more of the directors or
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.








ARTICLE
FOUR





DIRECTORS





SECTION
4.01       NUMBER OF DIRECTORS AND
QUORUM.  Until changed in accordance with the Act, the board
shall consist of such fixed number, or minimum and maximum number, of directors
as may be set out in the articles.





The
directors may, from time to time, fix by resolution the quorum for meetings of
directors, but until otherwise fixed, a majority of the directors in office from
time to time shall constitute a quorum.  Subject to the provisions of
section 4.06 hereof, any meeting of directors at which a quorum is present shall
be competent to exercise all or any of the authorities, powers and discretions
by or under the by-laws of the Corporation for the time being vested in or
exercisable by the directors generally.





SECTION
4.02       QUALIFICATION.  No
person shall be qualified for election as a director if he is less than eighteen
(l8) 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.  Twenty
five percent (25%) of the directors shall be resident Canadians unless the Act
permits otherwise.





SECTION
4.03       ELECTION AND
TERM.  The election of directors shall take place at each
annual meeting of shareholders at which time all the directors then in office
shall cease to hold office, but, if qualified, shall be eligible for
re-election.  The number of directors to be elected at any such
meeting shall be the number of directors then in office unless the directors or
the shareholders otherwise determine.  The election shall be by
resolution.  If an election of directors is not held at any such
meeting of shareholders, the incumbent directors shall continue in office until
their successors are elected.


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The
directors may at any time appoint one or more directors who shall hold office
for a term expiring no later than the close of the next annual meeting of the
shareholders, provided that the total number of directors so appointed may not
exceed one third of the number of directors elected at the previous annual
meeting of shareholders.





SECTION
4.04       VACATION OF
OFFICE.  A director ceases to hold office when he dies; when he
is removed from office by the shareholders in accordance with the provisions of
the Act; when he ceases to be qualified for election as a director; or when his
written resignation is received by the Corporation, or if a time is specified in
such resignation, at the time so specified, whichever is later.





SECTION
4.05       VACANCIES.  Subject
to the Act, a quorum of the board may fill a vacancy in the board, except a
vacancy resulting from an increase in the number or minimum number of directors
or from a failure of the shareholders to elect the number or minimum number of
directors.  In the absence of a quorum of the board, or if the vacancy
has arisen from a failure of the shareholders to elect the number or minimum
number of directors, the board may call a special meeting of shareholders to
fill the vacancy.  If the board fails to call such meeting or if there
are no such directors then in office, any shareholder may call the
meeting.  Where there is a vacancy in the board, the remaining
directors may exercise all the authorities, powers and discretions of the board
so long as a quorum remains in office.





SECTION
4.06       ACTION BY THE
BOARD.  The board shall manage, or supervise the management of,
the business and affairs of the Corporation.  Subject to sections 4.08
and 4.09, the powers of the board may be exercised by resolution passed at a
meeting at which a quorum is present or by resolution in writing signed by all
the directors entitled to vote on that resolution at a meeting of the
board.  Where there is a vacancy in the board, the remaining directors
may exercise all the authorities, powers and discretions of the board so long as
a quorum remains in office.





SECTION
4.07       CANADIAN
MAJORITY.  The board shall not transact business at a meeting,
other than filling a vacancy in the board arising otherwise than by an increase
in the number or minimum number of directors or from a failure to elect the
number or minimum number of directors required by the articles, unless
twenty-five percent of the directors present are resident Canadians, except
where


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





(b)
            twenty-five
      percent of resident Canadians would have been present had that director
      been present at the meeting.





SECTION
4.08       MEETINGS BY TELEPHONIC,
ELECTRONIC OR OTHER COMMUNICATION FACILITY. If all the directors consent,
a director may participate in a meeting of the board or of a committee of the
board 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 such a communication facility available. A
director participating in a meeting by such means is deemed for the purposes of
the Act and the by-laws to be present at that meeting. Any such consent shall be
effective whether given before or after the meeting to which it relates and may
be given with respect to all meetings of the board and of committees of the
board held while a director holds office.





SECTION
4.09       PLACE OF
MEETINGS.  Meetings of the board may be held at any place in or
outside Canada.





SECTION
4.10       CALLING OF
MEETINGS.  Meetings of the board shall be held from time to
time and at such place as the board, the chairman of the board, the chairman of
the executive committee, the chief executive officer, the president or any two
directors may determine.





SECTION
4.11       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 twenty-four (24) 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.  A director may in any
manner, whether before, during or after a meeting of the board, waive notice of
or otherwise consent to a meeting of the board.  No action taken at
any meeting of the board shall be invalidated by the accidental failure to give
notice or sufficient notice thereof to any director.





SECTION
4.12       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.


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SECTION
4.13       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.





SECTION
4.14       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.





SECTION
4.15       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, vice-chairman of the board, chairman of
the executive committee, chief executive officer, president or a
vice-president.  If no such officer is present, the directors present
shall choose one of their number to be chairman.





SECTION
4.16       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.





SECTION
4.17       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 and a director interested in a material contract or proposed
material contract referred to the board shall not vote on any resolution to
approve the same except as provided by the Act.





SECTION
4.18       REMUNERATION AND
EXPENSES.  The directors shall be paid such remuneration for
their services as the board may from time to time determine.  The
directors shall also be entitled to be reimbursed for travelling 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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ARTICLE
FIVE





COMMITTEES





SECTION
5.01       COMMITTEES OF
DIRECTORS.  The board may appoint a committee or committees of
directors, however designated, and delegate to such committee or committees any
of the powers of the board except those which, under the Act, a committee of
directors has no authority to exercise.





SECTION
5.02       EXECUTIVE
COMMITTEE.  The board may designate one of the committees
appointed by it as the executive committee.  It shall comprise at
least three (3) members who shall remain in office at the pleasure of the board
and while still directors.  It shall, subject to section 5.01, be
vested with all the powers and authority of the board between meetings
thereof.  All acts and proceedings of the executive committee shall be
reported to the board at the next meeting thereof, but any right granted or
obligation incurred pursuant to the authority of the executive committee shall
be treated as valid and binding upon the Corporation.





SECTION
5.03       AUDIT
COMMITTEE.  The board shall elect from among its number an
audit committee to be composed of at least three (3) directors of whom the
majority shall not be officers or employees of the Corporation or its
affiliates.  Members of the audit committee shall remain in office at
the pleasure of the board and while still directors.





SECTION
5.04      TRANSACTION OF
BUSINESS.  Subject to the provisions of section 4.08, 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 the members of such
committee who would have been entitled to vote on that resolution at a meeting
of the committee.  Meetings of a committee of directors may be held at
any place in or outside Canada.





SECTION
5.05       PROCEDURE.  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 chairman and
to regulate its procedure.


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ARTICLE
SIX





OFFICERS





SECTION
6.01       APPOINTMENT.  The
board may from time to time appoint a chairman of the board, a vice-chairman of
the board, a chairman of the executive committee, a chief executive officer, a
president, one or more vice-presidents (to which title may be added words
indicating seniority or function), a secretary 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 section 6.02, an officer may but need not be
a director and one person may hold more than one office.





SECTION
6.02      CHAIRMAN OF THE BOARD,
VICE-CHAIRMAN OF THE BOARD, CHAIRMAN OF THE EXECUTIVE COMMITTEE, CHIEF EXECUTIVE
OFFICER AND PRESIDENT.  The chairman of the board,
vice-chairman of the board, chairman of the executive committee, chief executive
officer and the president shall each be chosen from among the directors and, if
appointed, shall have such powers and duties as the board may
specify.  The board may assign to them such powers and duties as the
board may specify.





SECTION
6.03       VICE-PRESIDENT OR
VICE-PRESIDENTS.  The vice-president or vice-presidents shall
have such powers and duties as the board may specify.





SECTION
6.04       SECRETARY.  Except
as may be otherwise determined from time to time by the board, 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.





SECTION
6.05       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.


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SECTION
6.06       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.





SECTION
6.07       TERM OF
OFFICE.  The board, in its discretion, may remove and discharge
any or all the officers of the Corporation either with or without cause at any
meeting called for that purpose and may elect or appoint others in their place
or places.  Any officer or employee of the Corporation, not being a
member of the board, may also be removed and discharged, either with or without
cause, by the chairman of the board, chairman of the executive committee, chief
executive officer or president.  If, however, there be a contract with
an officer or employee derogating from the provisions of this section such
removal or discharge shall be subject to the provisions of such
contract.  Otherwise each officer appointed by the board shall hold
office until his successor is appointed.





SECTION
6.08      TERMS OF EMPLOYMENT AND
REMUNERATION.  The terms of employment and the remuneration of
officers appointed by the board shall be settled by it from time to
time.





SECTION
6.09       CONFLICT OF
INTEREST.  An officer shall disclose his interest in any
material contract or proposed material contract with the Corporation in
accordance with section 4.17.





SECTION
6.10       AGENTS AND
ATTORNEYS.  The board, the chairman of the board, the chairman
of the executive committee, the chief executive officer or the president or any
person delegated by any of them 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 power to sub-delegate) as may be thought
fit.





SECTION
6.11      FIDELITY
BONDS.  The board, the chairman of the board, the chairman of
the executive committee, the chief executive officer or the president or any
person delegated by any of them 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.


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ARTICLE
SEVEN





PROTECTION OF DIRECTORS,
OFFICERS AND OTHERS





SECTION
7.01       LIMITATION OF
LIABILITY.  No director or officer shall be liable for the
acts, receipts, neglects or defaults of any other person including any director
or officer or employee or agent, or for joining in any receipt or acts for
conformity, or for any loss, damage or expense happening to the Corporation
through the insufficiency or deficiency of title to any property acquired by 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,
delictual, quasi-delictual or tortious acts of any person with whom any of the
moneys, securities or other property of the Corporation shall be deposited or
for any loss occasioned by an error of judgment or oversight on his part, or for
any other loss, damage or misfortune whatever which may arise out of the
execution of the duties of his office or in relation thereto, unless the same
are occasioned by his own wilful neglect or default; provided that nothing
herein shall relieve any director or officer from the duty to act in accordance
with the mandatory provisions of the Act and the regulations thereunder or from
liability for any breach thereof.





SECTION
7.02       INDEMNITY.  Without
in any manner derogating from or limiting the mandatory provisions of the Act
but subject to the conditions contained therein, the Corporation shall indemnify
a director or officer of the Corporation, a former director or officer of the
Corporation, 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 (or a person who undertakes or has undertaken any
liability on behalf of the Corporation or any such body corporate), and his
heirs and legal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgement, 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 (including, but
without limiting the generality of the foregoing, all losses, liabilities,
costs, charges and expenses (including an amount paid to settle an action or
satisfy a judgment) incurred by him in respect of any action or proceeding for
the recovery of claims of employees or former employees of the Corporation or
such body corporate (including, without limitation, claims for wages, salaries
and other remuneration or benefits) or in respect of any claim based upon the
failure of the Corporation to deduct, withhold, remit or pay any amount for
taxes, assessments and other charges of any nature whatsoever as required by
law), if


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(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.





SECTION
7.03       INSURANCE.  Subject
to the limitations contained in the Act, the Corporation may purchase and
maintain such insurance for the benefit of its directors and officers as such,
as the board may from time to time determine.








ARTICLE
EIGHT





SHARES





SECTION
8.01       ALLOTMENT.  Subject
to the articles, shares of the Corporation may be issued at such times and to
such persons and for such consideration as the board may determine and the board
may from time to time allot or grant options or other rights to purchase any of
the shares of the Corporation at such times and to such persons and for such
consideration as the board shall determine.





SECTION
8.02      COMMISSIONS.  Subject
to the provisions of the Act 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.





SECTION
8.03       REGISTRATION OF
TRANSFER.  Subject to the provisions of the Act, no transfer of
shares shall be registered in a securities register except upon
presentation  of the certificate representing such shares with a
transfer endorsed thereon or delivered therewith duly executed by the registered
holder or by his attorney or successor duly appointed, together with such
reasonable assurance or evidence of signature, identification and authority to
transfer as the board may from time to time prescribe, and upon payment of all
applicable taxes and any fees prescribed by the board.





SECTION
8.04       TRANSFER AGENTS, REGISTRARS
AND DIVIDEND DISBURSING AGENTS.  The board 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 agents to maintain branch registers of transfers.  The board
may also from time to time appoint a dividend disbursing agent to disburse
dividends.  One person may be appointed to any number of the aforesaid
positions.  The board may at any time terminate any such
appointment.


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SECTION
8.05      CONCLUSIVENESS OF SECURITIES
REGISTER.  Subject to the provisions of the Act, the
Corporation shall treat the person in whose name any share is registered in the
securities register as absolute owner of such share with 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.





SECTION
8.06       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 acknowledgement of his right to obtain a share
certificate, stating the number and class or series of shares held by him as
shown on the securities register.  Share certificates and
acknowledgements 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 2.03, 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 or electronically reproduced upon share
certificates and every such printed or mechanically or electronically reproduced
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.





SECTION
8.07       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 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 upon payment of such fee, if any, and on such
terms as to indemnity, reimbursement of expenses and evidence of loss and of
title as the board may from time to time prescribe, whether generally or in any
particular case.


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SECTION
8.08       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.





SECTION
8.09       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 or other distributions in respect thereof except upon
production of all such documents as may be required by law and upon compliance
with the reasonable requirements of the Corporation and its transfer
agent.








ARTICLE
NINE





DIVIDENDS AND
RIGHTS





SECTION
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 interests
in the Corporation.  Dividends may be paid in money or property or by
issuing fully paid shares of the Corporation.





SECTION
9.02      DIVIDEND
CHEQUES.  A dividend payable in cash shall be paid by cheque
drawn on the Corporation's bankers or one of them or those of its dividend
disbursing agent 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 pre-paid
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 on or after the applicable dividend payment date,
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.





SECTION
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.


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SECTION
9.04       UNCLAIMED
DIVIDENDS.  Subject to applicable law, any dividend unclaimed
after a period of six (6) years from the date on which the same has been
declared to be payable shall be forfeited and shall revert to the
Corporation.








ARTICLE
TEN





MEETINGS OF
SHAREHOLDERS





SECTION
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
or failing it, the chairman of the board, the chairman of the executive
committee, the chief executive officer or the president may from time to time
determine, for the purpose of considering the financial statements and reports
required by the Act to be placed before the annual meeting, electing directors,
appointing auditors and for the transaction of such other business as may
properly be brought before the meeting.





SECTION
10.02     SPECIAL
MEETINGS.  The board, the chairman of the board, the chairman
of the executive committee, the chief executive officer or the president shall
have power to call a special meeting of shareholders at any time.





SECTION
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 situated or, if the board shall so determine, at some
other place in Canada.





SECTION
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 twenty-one (21) nor more than fifty (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.  A shareholder may in any manner either before, during or
after a meeting of shareholders waive notice of or otherwise consent to a
meeting of shareholders.





SECTION
10.05     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:  chairman of the board,
vice-chairman of the board, chairman of the executive committee, chief executive
officer, president or a vice-president who is a shareholder.  If no
such officer is present within fifteen (15) minutes after the time fixed for
holding the meeting, the persons present and entitled to vote shall choose one
of their number to be chairman.  If the secretary and/or each
assistant-secretary of the Corporation are absent, the chairman 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 a resolution or by the chairman of the
meeting.


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SECTION
10.06     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
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 chairman of the meeting or with the consent of the
meeting.





SECTION
10.07     QUORUM.  Subject
to the articles, a quorum for the transaction of business at any meeting of
shareholders shall be two persons present in person, each being a shareholder
entitled to vote thereat or a duly appointed proxy for an absent shareholder so
entitled, and holding or representing the holder or holders of shares carrying
not less than ten percent (10%) of the total number of votes attached to the
issued shares of the Corporation for the time being enjoying voting rights at
such meeting.  If a quorum is present at the opening of a meeting of
shareholders, the shareholders present 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 a meeting of shareholders, the
shareholders present in person and entitled to be counted for the purpose of
forming a quorum shall have power to adjourn the meeting from time to time to a
fixed time and place without notice other than announcement at the meeting until
a quorum shall be present, subject to the provisions of the Act, the articles
and section 10.15 of this by-law.  At any such adjourned meeting,
provided a quorum is present, any business may be transacted which might have
been transacted at the meeting adjourned.





SECTION
10.08     RIGHT TO
VOTE.  The shareholders entitled to vote at any meeting of
shareholders shall be determined in accordance with the provisions of the Act
and the articles.


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SECTION
10.09     PROXIES.  Every
shareholder entitled to vote at a meeting of shareholders may appoint a
proxyholder, or one or more alternate proxyholders, who need not be
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.





SECTION
10.10     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
forty-eight (48) hours exclusive of non-business days, before which time proxies
to be used at such meeting and the multiple proxy tabulations regarding the
voting instructions of non-registered shareholders must be
deposited.  A proxy and the voting instructions of non-registered
shareholders, shall be acted upon only if, prior to the time so specified, the
signed original thereof 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 the signed original thereof 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.





SECTION
10.11     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 who are present, in person or by proxy, vote, they
shall vote as one on the shares jointly held by them.





SECTION
10.12     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
the 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.





SECTION
10.13     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 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.


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SECTION
10.14    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 of the meeting 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.





SECTION
10.15     ADJOURNMENT.  Subject
to the articles, if a meeting of shareholders is adjourned for less than thirty
(30) days, it shall not be necessary to give notice of the adjourned meeting,
other than by announcement at the meeting that is adjourned.  If a
meeting of shareholders is adjourned by one or more adjournments for an
aggregate of thirty (30) days or more, notice of the adjourned meeting shall be
given as required by the Act.





SECTION
10.16     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.





SECTION
10.17     MEETINGS BY TELEPHONIC,
ELECTRONIC OR OTHER COMMUNICATION FACILITY. A shareholder or any other
person entitled to attend a meeting of shareholders may 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 such a communication facility available. A
person participating in a meeting by such means is deemed for the purposes of
the Act and the by-laws to be present at the meeting.





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


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SECTION
10.23     ELECTRONIC
VOTING.  Any vote at a meeting of the shareholders may be held,
in accordance with the Act and any relevant regulations, partially or entirely
by means of a telephonic, electronic or other communication facility, if the
Corporation makes such a communication facility available; and





Any
person participating in a meeting of shareholders under section 10.17 and
entitled to vote at the meeting may vote, in accordance with the Act, any
relevant regulations and the by-laws, by means of the telephonic, electronic or
other communication facility that the Corporation has made available for such
purpose.








ARTICLE
ELEVEN





DIVISIONS AND
DEPARTMENTS





SECTION
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 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.





SECTION
11.02     NAME OF
DIVISIONS.  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, enter into contracts, sign cheques and other documents of any kind and
do all acts and things under such name.


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ARTICLE
TWELVE





NOTICES





SECTION
12.01     METHOD
OF GIVING NOTICES.Any
notice (which term includes any communication or document) to be given (which
term includes sent, delivered or served) pursuant to the Act, the regulations
thereunder, the articles, the by-laws or otherwise to a shareholder, director,
officer, auditor or member of a committee of the board shall be sufficiently
given if delivered personally to the person to whom it is to be given or if
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, or if provided in the
form of an electronic document so long as the shareholder, director, officer,
auditor or member of a committee of the board has consented to receive the
notice in such form. 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; and a notice sent in the form of an electronic
document shall be deemed to have been given when transmitted. The secretary or
assistant-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.





SECTION
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.  The address to be used for the purpose of giving notices shall
be the recorded address.





SECTION
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.





SECTION
12.04     UNDELIVERED
NOTICES.  If any notice given to a shareholder pursuant to
section 12.01 is returned on three (3) consecutive occasions because he cannot
be found, the Corporation shall not be required to give any further notices to
such shareholder until he informs the Corporation in writing of his new
address.


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SECTION
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.





SECTION
12.06     PERSONS ENTITLED TO SHARES
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 as
provided in the Act.





SECTION
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 abridgement shall cure any
default in the giving or in the time of such notice, 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 or committee
thereof which may be given in any manner.








ARTICLE
THIRTEEN





FISCAL
YEAR





SECTION
13.01     FISCAL
YEAR.  The fiscal period of the Corporation shall terminate on
such day in each year as the board of directors may from time to time
determine.








ARTICLE
FOURTEEN





EFFECTIVE
DATE





SECTION
14.01     EFFECTIVE
DATE.  This by-law is effective from the date of the resolution
of the directors adopting same and shall continue to be effective unless amended
by the directors until the next meeting of shareholders of the Corporation,
whereat if same is confirmed or confirmed as amended, this by-law shall continue
in effect in the form in which it was so confirmed.


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SECTION
14.02    REPEAL.   Upon
the date of this by-law coming into force, any and all by-laws of the
Corporation relating generally to the transaction of the business and affairs of
the Corporation, enacted prior to the continuance of the Corporation, including,
without limitation, By-Law Number 1 enacted on May 29, 1984, shall be repealed,
provided that such repeal shall not 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 appointed under the provisions of this by-law
and all resolutions of the shareholders or board or committee thereof with
continuing effect passed under any repealed by-law shall continue to be valid
except to the extent inconsistent with this by-law and until amended or
repealed.








ENACTED
ON FEBRUARY 7, 1997


CONFIRMED
ON JUNE 26, 1997





AMENDED
ON APRIL 26, 2000


CONFIRMED
ON JUNE 22, 2000





AMENDED
ON MAY 2, 2002


CONFIRMED
ON JUNE 20, 2002





AMENDED
ON MARCH 5, 2009


CONFIRMED
ON AUGUST 7, 2009







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