EXHIBIT 3.6

By-law No. 1A of Optimal Robotics Corp., as amended and restated.

                             OPTIMAL ROBOTICS CORP.




                                  BY-LAW NO. 1A



              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



                                      -29-
<PAGE>

"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.

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


                                      -30-
<PAGE>

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.


                                  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.

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


                                      -31-
<PAGE>

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.

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.



                                      -32-
<PAGE>

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

      (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 TELEPHONE. 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
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 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.

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.



                                      -33-
<PAGE>

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.


                                  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.


                                   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.



                                      -34-
<PAGE>

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.

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.




                                      -35-
<PAGE>

                                  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

      (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.



                                      -36-
<PAGE>

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.

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.

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.


                                      -37-
<PAGE>

                                  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.

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


                                      -38-
<PAGE>

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.

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.

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.



                                      -39-
<PAGE>

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.

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.


                                 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.



                                      -40-
<PAGE>

                                 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. 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 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.

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.




                                      -41-
<PAGE>

                                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.

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







                                      -42-