BY-LAW NO. 1

                                           of

                                 GREENSTAR RESOURCES LTD.

                                     TABLE OF CONTENTS

              HEADING                              SECTION             PAGE
              -------                              -------             ----
              INTERPRETATION                          1                   1

              DIRECTORS                             2  -  6               2

              MEETINGS OF DIRECTORS                 7  -  11              4

              RENUMERATION OF DIRECTORS               12                  5

              SUBMISSION OF CONTRACTS OR              13                  5
                TRANSACTIONS TO SHAREHOLDERS
                FOR APPROVAL

              FOR THE PROTECTION OF                14 -  15               6
                DIRECTORS AND OFFICERS

              INDEMNITIES TO DIRECTORS                16                  7
                AND OFFICERS

              OFFICERS                             17 -  30               8

              SHAREHOLDERS' MEETINGS               31 -  40               11

              SHARES                               41 -  42               15

              TRANSFER OF SECURITIES               43 -  46               16

               DIVIDENDS                              47                  17

              VOTING SHARES AND                       48                  18
                SECURITIES IN OTHER COMPANIES

              INFORMATION AVAILABLE TO             49 -  50               18
                SHAREHOLDERS

              NOTICES                              51 -  57               19

              CHEQUES, DRAFTS AND NOTES               58                  20

              CUSTODY OF SECURITIES                   59                  21

              EXECUTION OF INSTRUMENTS                60                  21

              FINANCIAL YEAR                          61                  23


<PAGE>


                                       BY-LAW NO. 1

                          A by-law relating generally to the conduct of the
                          affairs of GREENSTAR RESOURCES LTD.

                          BE IT ENACTED AND IT IS HEREBY ENACTED as a
                          by-law of GREENSTAR RESOURCES LTD.
                          (hereinafter called the *Corporation") as
                          follows:

                                 INTERPRETATION

         1. In this by-law and all other by-laws of the Corporation, unless the
context otherwise specifies or requires:

         (a) "Act" means the Canada Business Corporations Act, S.C. 1985, c.44
as from time to time amended and every statute that may be substituted therefor
and, in the case of such substitution, any references in the by-laws of the
Corporation to provisions of the Act shall be read as references to the
substituted provisions therefor in the new statute or statutes;

         (b) "Regulations" means the Regulations under the Act as published or
from time to time amended and every regulation that may be substituted therefor
and, in the case of such substitution, any references in the by-laws of the
Corporation to provisions of the Regulations shall be read as references to the
substituted provisions therefor in the new regulations;

         (c) "by-laws" means any by-law of the Corporation from time to time in
force and effect;

         (d) all terms which are contained in the by-laws of the Corporation and
which are defined in the Act or the Regulations shall have the meanings given to
such terms in the Act or the Regulations; and

         (e) the singular shall include the plural and the plural shall include
the singular; the masculine shall include the feminine; and the word "person"
shall include bodies corporate, corporations, companies, partnerships,
syndicates, trusts and any number or aggregate of persons.


<PAGE>


                                       -2-

                                    DIRECTORS

         2. Number: Subject to the articles of the Corporation and any unanimous
shareholder agreement, the business and affairs of the Corporation shall be
managed by a board of directors consisting of not less than one nor more than
fifteen directors except if any of the issued securities of the Corporation are
or were a part of a distribution to the public, the board of directors shall
consist of not less than three directors, at least two of whom are not officers
or employees of the Corporation or any affiliate of the Corporation.

         3. Term of Office: A director's term of office (subject to the
provisions, if any, of the articles of the Corporation and to the provisions of
the Act) shall be from the date on which he is elected or appointed until the
annual meeting next following.

         4. Vacation of Office: The office of a director shall ipso facto be
vacated: (a) if he becomes bankrupt or suspends payments of his debts generally
or compounds with his creditors or makes an authorized assignment or is declared
insolvent; (b) if he is found to be a mentally incompetent person; or (c) if by
notice in writing to the Corporation he resigns his office. Any such resignation
shall be effective at the time it is sent to the Corporation or at the time
specified in the notice, whichever is later.

         5. Election and Removal: Directors shall be elected by the shareholders
on a show of hands unless a ballot is demanded in which case such election shall
be by ballot. The whole board shall retire at the annual meeting at which the
yearly election of directors is to take place but, if qualified, any retiring
director shall be eligible for re-election provided always that the shareholders
of the Corporation may, by ordinary resolution passed at a special meeting of
shareholders, remove any director or directors from office and a vacancy created
by the removal of a director may be filled at the meeting of the shareholders at
which the director is removed.

         5(a). Filling a vacancy: Subject to the Act, a quorum of the board may
fill a vacancy in the board, except a vacancy resulting from an increase in the
minimum number of directors or from a failure of the shareholders to elect the
minimum number of directors. In the absence of a quorum of the board, or if the
vacancy has arisen from a failure of the shareholders to elect the minimum
number of directors, the board shall forthwith call a special meeting of
shareholders to fill the vacancy. If the board fails to call such meeting or if
there are no directors then in office, any shareholder may call the meeting.



<PAGE>


                                       -3-


         6. Committee of Directors: The directors may appoint from among their,
number a committee of directors and subject to section 115 of the Act may
delegate to such committee any of the powers of the directors.

         6(a). Alternate Directors. Any Director may by instrument in writing
delivered to the Corporation appoint any person to be his alternate to act in
his place at meetings of the Directors at which he is not present unless the
Directors shall have reasonably disapproved the appointment of such person as an
alternate Director and shall have given notice to that effect to the Director
appointing the alternate Director within a reasonable time after delivery of
such instrument to the Corporation. Every such alternate shall be entitled to
notice of meetings of the Directors and to attend and vote as a Director at a
meeting at which the person appointing him is not personally present. A person
may be appointed as an alternate Director by more than one Director, and an
alternate Director shall be counted separately in determining the quorum for,
and having a separate vote on behalf of, each Director he is representing, in
addition to being so counted and voting where he is himself a Director. Every
alternate Director, if authorized by the instrument appointing them, may sign in
place of the Director who appointed him resolutions submitted to the Directors
to be consented to in writing as referred to in paragraph 11 of this by-law.
Every alternate Director shall be deemed not to be the agent of a Director
appointing him. An alternate Director shall be deemed to be a Director for all
purposes of this by-Law in the performance of any function authorized under this
paragraph 6(a), but shall not otherwise be deemed to be a Director or to have
power to act as a Director. A Director may at any time by instrument, telegram,
telex or any method of transmitting legibly recorded messages delivered to the
Corporation revoke the appointment of an alternate appointed by him. An
alternate Director may be repaid by the Corporation such expenses as might
properly be repaid to him if he were a Director and he shall be entitled to
receive from the Corporation such proportion, if any, of the remuneration
otherwise payable to the Director appointing him as such Director may from time
to time direct.


<PAGE>


                                       -4-

              
                              MEETINGS OF DIRECTORS

         7. Place of Meeting: Meetings of the board of directors and of the
committee of directors (if any) may be held within or outside Canada.

         8. Notice: A meeting of directors may be convened by the Chairman of
the Board, the Vice-Chairman of the Board, the Managing Director, the President
if he is a director, a Vice-President who is a director or any two directors at
any time, when directed or authorized by any of such officers or any two
directors, shall convene a meeting of directors. Subject to subsection 114(5) of
the Act the notice of any such meeting need not specify the purpose of or the
business to be transacted at the meeting. Notice of any such meeting shall be
served in the manner specified in paragraph 51 of this by-law not less than two
days (exclusive of the day on which the notice is delivered or sent but
inclusive of the day for which notice is given) before the meeting is to take
place; provided always that a director may in any manner waive notice of a
meeting of directors and attendance of a director at a meeting of directors
shall constitute a waiver of notice of the meeting except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business on the grounds that the meeting is not lawfully called.

         For the first meeting of the board of directors to be held immediately
following the election of directors by the shareholders for a meeting of the
board of directors at which a director is appointed to fill a vacancy in the
board, no notice of such meeting shall be necessary to the newly elected or
appointed director or directors in order to legally constitute the meeting,
provided that a quorum of the directors is present.

         9. Quorum: A majority of the directors shall form a quorum for the
transaction of business and, notwithstanding any vacancy among the directors, a
quorum of directors may exercise all the powers of directors. No business shall
be transacted at a meeting of directors, unless a quorum of the board is 
present.


<PAGE>


                                       -5-

         A director may, if all the directors of the Corporation consent,
participate in a meeting of directors or of the committee of directors (if any)
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.

         10. Voting: Questions arising at any meeting of the Board of directors
shall be decided by a majority of votes. In case of an equality of votes the
chairman of the meeting in addition to his original vote shall not have a second
or casting vote.

         11. Resolution in lieu of meeting: Notwithstanding any of the foregoing
provisions of this by-law a resolution in writing signed by all the directors
entitled to vote on that resolution at a meeting of the directors or the
committee of directors (if any) is as valid as if it had been passed at a
meeting of the directors or the committee of directors (if any).

                            REMUNERATION OF DIRECTORS

         12. The remuneration to be paid to the directors shall be such as the
board of directors shall from time to time determine and such remuneration shall
be in addition to the salary paid to any officer or employee of the Corporation
who is also a member of the board of directors. The directors may also award
special remuneration to any director undertaking any special services on the
Corporation's behalf other than the routine work ordinarily required of a
director by the Corporation and the confirmation of any such resolution or
resolutions by the shareholders shall not be required. The directors shall also
be entitled to be paid their travelling and other expenses properly incurred by
them in connection with the affairs of the Corporation.

                     SUBMISSION OF CONTRACTS OR TRANSACTIONS
                          TO SHAREHOLDERS FOR APPROVAL

         13. The board of directors in its discretion may submit any contract,
act or transaction for approval or ratification at any annual meeting of the
shareholders or at any special meeting of the shareholders called for the
purpose of considering the same and, subject to the provisions of section 120 of
the Act, any such contract, act or transaction that shall be approved or
ratified or confirmed by a resolution passed by a majority of the votes cast at
any such meeting (unless any different or additional requirement is imposed by
the Act or by the Corporation's articles or any other by-law) shall be as valid
and as binding upon the Corporation and upon all the shareholders as though it
had been approved, ratified or confirmed by every shareholder of the
Corporation.



<PAGE>


                                       -6-

 
                  FOR THE PROTECTION OF DIRECTORS AND OFFICERS

         14. In supplement of and not by way of limitation upon any rights
conferred upon directors by section 120 of the Act, it is declared that no
director shall be disqualified by his office from, or vacate his office by
reason of, holding any office or place of profit under the Corporation or under
any body corporate in which the Corporation shall be a shareholder or by reason
of being otherwise in any way directly or indirectly interested or contracting
with the Corporation either as vendor, purchaser or otherwise or being concerned
in any contract or arrangement made or proposed to be entered into with the
Corporation in which he is in any way directly or indirectly interested either
as vendor, purchaser or otherwise nor shall any director be liable to account to
the Corporation or any of its shareholders or creditors for any profit arising
from any such office or place of profit; and, subject to the provisions of
section 120 of the Act, no contract or arrangement entered into by or on behalf
of the Corporation in which any director shall be in any way directly or
indirectly interested shall be avoided or voidable and no director shall be
liable to account to the Corporation or any of its shareholders or creditors for
any profit realized by or from any such contract or arrangement by reason of any
fiduciary relationship. Subject to the provisions of section 120 of the Act, no
director or officer shall be obliged to make any declaration of interest in
respect of a contract or proposed contract with the Corporation in which such
director or officer is in any way directly or indirectly interested nor shall
any director be obliged to refrain from voting in respect of any such contract.



<PAGE>


                                       -7-

         15. Except as otherwise provided in the Act, no director or officer for
the time being of the Corporation shall be liable for the acts, receipts,
neglects or defaults of any other director or officer or employee or for joining
in any receipt or act for conformity or for any loss, damage or expense
happening to the Corporation through the insufficiency or deficiency of title to
any property acquired by the Corporation or for or on behalf of the Corporation
or for the insufficiency or deficiency of any security in or upon which any of
the moneys of or belonging to the Corporation shall be placed out or invested or
for any loss or damage arising from the bankruptcy, insolvency or tortious act
of any person, firm or corporation including any person, firm or corporation
with whom or which any moneys, securities or effects shall be lodged or
deposited or for any loss, conversion, misapplication or misappropriation of or
any damage resulting from any dealings with any moneys, securities or other
assets belonging to the Corporation or for any other loss, damage or misfortune
whatever which may happen in the execution of the duties of his respective
office or trust or in relation thereto unless the same shall happen by or
through his failure to exercise the powers and to discharge the duties of his
office honestly and in good faith with a view to the best interests of the
Corporation and in connection therewith to exercise the care, diligence and
skill that a reasonably prudent person would exercise in comparable
circumstances. The directors for the time being of the Corporation shall not be
under any duty or responsibility in respect of any contract, act or transaction
whether or not made, done or entered into in the name or on behalf of the
Corporation, except such as shall have been submitted to and authorized or
approved by the board of directors. If any director or officer of the
Corporation shall be employed by or shall perform services for the Corporation
otherwise than as a director or officer or shall be a member of a firm or a
shareholder, director or officer of a company which is employed by or performs
services for the Corporation, the fact of his being a director or officer of the
Corporation shall not disentitle such director or officer or such firm or
company, as the case may be, from receiving proper remuneration for such
services.

                      INDEMNITIES TO DIRECTORS AND OFFICERS

         16. Subject to section 124 of the Act, every director and officer of
the Corporation and his heirs, executors, administrators and other legal
personal representatives, shall from time to time be indemnified and saved
harmless by the Corporation from and against,

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



<PAGE>

                                      -8-
                  
         (b) all other costs, charges and expenses that he sustains or incurs in
respect of the affairs of the Corporation.

                                    OFFICERS

         17. Appointment: The board of directors shall annually or as often as
may be required appoint a President and a Secretary and, if deemed advisable,
may annually or as often as may be required appoint a Chairman of the Board, a
Vice-Chairman of the Board, a Managing Director, one or more Vice-Presidents,
a Treasurer, one or more Assistant Secretaries and/or one or more Assistant
Treasurers. A Director may be appointed to any office of the Corporation but
none of the officers except the Chairman of the Board, the Vice-Chairman of the
Board and the Managing Director need be a member of the board of directors. Two
or more of the aforesaid offices may be held by the same person. In case and
whenever the same person holds the offices of Secretary and Treasurer he may but
need not be known as the Secretary-Treasurer. The board may from time to time
appoint such other officers and agents as it shall deem necessary who shall have
such authority and shall perform such duties as may from time to time be
prescribed by the board of directors.

         18. Remuneration and Removal: The remuneration of all officers
appointed by the board of directors shall be determined from time to time by
resolution of the board of directors. The fact that any officer or employee is a
director or shareholder of the Corporation shall not disqualify him from
receiving such remuneration as may be determined. All officers, in the absence
of agreement to the contrary, shall be subject to removal by resolution of the
board of directors at any time, with or without cause.

         19. Powers and Duties: All officers shall sign such contracts,
documents or instruments in writing as require their respective signatures and
shall respectively have and perform all powers and duties incident to their
respective offices and such other powers and duties respectively as may from
time to time be assigned to them by the board.



<PAGE>


                                       -9-

         20. Duties may be delegated: In case of the absence or inability to act
of any officer of the Corporation except the Managing Director or for any other
reason that the board of directors may deem sufficient the board of directors
may delegate all or any of the powers of such officer to any other officer or to
any director for the time being.

         21. Chairman of the Board: The Chairman of the Board (if any) shall,
when present, preside at all meetings of the board of directors, the committee
of directors (if any) and the shareholders.

         22. Vice-Chairman of the Board: If the Chairman of the Board is absent
or is unable or refuses to act, the Vice-Chairman of the Board (if any) shall,
when present, preside at all meetings of the board of directors, the committee
of directors (if any) and the shareholders.

         23. Managing Director: The Managing Director shall be a resident
Canadian and shall exercise such powers and have such authority as may be
delegated to him by the board of directors in accordance with the provisions of
section 115 of the Act.

         24. President: The President shall be the chief executive officer of
the Corporation. He shall be vested with and may exercise all the powers and
shall perform all the duties of the Chairman of the Board and/or Vice-Chairman
of the Board if none be appointed or if the Chairman of the Board and the
Vice-Chairman of the Board are absent or are unable or refuse to act; provided,
however, that unless he is a director he shall not preside as chairman at any
meeting of directors or of the committee of directors (if any) or, subject to
paragraph 37 of this by-law, at any meeting of shareholders.

         25. Vice-President: The Vice-President or, if more than one, the
Vice-Presidents, in order of seniority, shall be vested with all the powers and
shall perform all the duties of the President in the absence or inability or
refusal to act of the President; provided, however, that a Vice-President who is
not a director shall not preside as chairman at any meeting of directors or of
the committee of directors (if any) or, subject to paragraph 37 of this by-law,
at any meeting of shareholders.

         26. Secretary: The Secretary shall give or cause to be given notices
for all meetings of the board of directors, the committee of directors (if any)
and the shareholders when directed to do so and shall have charge of the minute
books of the Corporation and, subject to the provisions of paragaph 43 of this
by-law, of the records (other than accounting records) referred to in section 20
of the Act.



<PAGE>


                                      -10-

 
         27. Treasurer: Subject to the provisions of any resolution of the board
of directors, the Treasurer shall have the care and custody of all the funds and
securities of the Corporation and shall deposit the same in the name of the
Corporation in such bank or banks or with such other depositary or depositories
as the board of directors may direct. He shall keep or cause to be kept the
accounting records referred to in section 20 of the Act. He may be required to
give such bond for the faithful performance of his duties as the board of
directors in its uncontrolled discretion may require but no director shall be
liable for failure to require any such bond or for the insufficiency of any such
bond or for any loss by reason of the failure of the Corporation to receive any
indemnity thereby provided.

         28. Assistant Secretary and Assistant Treasurer: The Assistant
Secretary or, if more than one, the Assistant Secretaries in order of seniority,
and the Assistant Treasurer or, if more than one, the Assistant Treasurers in
order of seniority, shall respectively perform all the duties of the Secretary
and the Treasurer, respectively, in the absence or inability or refusal to act
of the Secretary or the Treasurer, as the case may be.

         29. General Manager or Manager: The board of directors may from time to
time appoint one or more General Managers or Managers and may delegate to him or
them full powers to manage and direct the business and affairs of the
Corporation (except such matters and duties as by-law must be transacted or
performed by the board of directors and/or by the shareholders) and to employ
and discharge agents and employees of the Corporation or may delegate to him or
them any lesser authority. A General Manager or Manager shall conform to all
lawful orders given to him by the board of directors of the Corporation and
shall at all reasonable times give to the directors or any of them all
information they may require regarding the affairs of the Corporation. Any agent
or employee appointed by a General Manager or Manager shall be subject to
discharge by the board of directors.




<PAGE>

                                      -11-

         30. Vacancies: If the office of any officer of the Corporation shall be
or become vacant by reason of death, resignation, disqualification or otherwise,
the directors by resolution shall, in the case of the President or the
Secretary, and may, in the case of any other office, appoint a person to fill
such vacancy.

                             SHAREHOLDERS' MEETINGS

         31. Annual Meeting: Subject to the provisions of section 132 of the
Act, the annual meeting of the shareholders shall be held on such day in each
year and at such time as the directors may by resolution determine at any place
within Canada or, if all the shareholders entitled to vote at such meeting so
agree, outside Canada.

         32. Special Meetings: Special meetings of the shareholders may be
convened by order of the Chairman of the Board, the Vice-Chairman of the Board,
the Managing Director, the President if he is a director, a Vice-President who
is a director or by the board of directors at any date and time and at any place
within Canada or, if all the shareholders entitled to vote at such meeting so
agree, outside Canada.

         33. Notice: A printed, written or typewritten notice stating the day,
hour and place of meeting shall be given by serving such notice on each
shareholder entitled to vote at such meeting, on each director and on the
auditor of the Corporation in the manner specified in paragraph 51 of this
by-law, not less than twenty-one days or more than fifty days (in each case
exclusive of the day on which the notice is delivered or sent and of the day for
which notice is given) before the date of the meeting. Notice of a meeting at
which special business is to be transacted shall state (a) the nature of that
business in sufficient detail to permit the shareholder to form a reasoned
judgment thereon, and (b) the text of any special resolution to be submitted to
the meeting.

         34. Waiver of Notice: A shareholder and any other person entitled to
attend a meeting of shareholders may in any manner waive notice of a meeting of
shareholders and attendance of any such person at a meeting of shareholders
shall constitute a waiver of notice of the meeting except where such person
attends a meeting for the express purpose of objecting to the transaction of any
business on the grounds that the meeting is not lawfully called.



<PAGE>


                                      -12-

         35. Omission of Notice: The accidental omission to give notice of any
meeting or any irregularity in the notice of any meeting or the non-receipt of
any notice by any shareholder or shareholders, director or directors or the
auditor of the Corporation shall not invalidate any resolution passed or any
proceedings taken at any meeting of shareholders.

         36. Votes: Every question submitted to any meeting of shareholders
shall be decided in the first instance by a show of hands unless a person
entitled to vote at the meeting has demanded a ballot and in the case of an
equality of votes the chairman of the meeting shall neither on a show of hands
nor on a ballot have a second or casting vote in addition to the vote or votes
to which he may be otherwise entitled.

         At any meeting unless a ballot is demanded, a declaration by the
chairman of the meeting that a resolution has been carried or carried
unanimously or by a particular majority or lost or not carried by a particular
majority shall be conclusive evidence of the fact.

         In the event that the Chairman of the Board and the Vice-Chairman of
the Board are absent and the President is absent or is not a director and there
is no Vice-President present who is a director, the persons who are present and
entitled to vote shall choose another director as chairman of the meeting and if
no director is present or if all the directors present decline to take the chair
then the persons who are present and entitled to vote shall choose one of their
number to be chairman.

         A ballot may be demanded either before or after any vote by show of
hands by any person entitled to vote at the meeting. If at any meeting a ballot
is demanded on the election of a chairman or on the question of adjournment it
shall be taken forthwith without adjournment. If at any meeting a ballot is
demanded on any other question or as to the election of directors, the vote
shall be taken by ballot in such manner and either at once, later in the meeting
or after adjournment as the chairman of the meeting directs. The result of a
ballot shall be deemed to be the resolution of the meeting at which the ballot
was demanded. A demand for a ballot may be withdrawn.

         Where two or more persons hold the same share or shares jointly one of
those holders present at a meeting of shareholders may, in the absence of the
other or others, vote the share or 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
share or shares jointly held by them.



<PAGE>


                                      -13-

                        
         37. Proxies: Votes at meetings of shareholders may be given either
personally or by proxy or, in the case of a shareholder who is a body corporate
or association, by an individual authorized by a resolution of the board of
directors or governing body of the body corporate or association to represent it
at meetings of shareholders of the Corporation. At every meeting at which he is
entitled to vote, every shareholder and/or person appointed by proxy and/or
individual so authorized to represent a shareholder who is present in person
shall have one vote on a show of hands. Upon a ballot at which he is entitled to
vote, every shareholder present in person or represented by proxy or by an
individual so authorized shall (subject to the provisions, if any, of the
articles of the Corporation) have one vote for every share held by him.

         A proxy shall be executed by the shareholder or his attorney authorized
in writing and is valid only at the meeting in respect of which it is given or
any adjournment thereof.

         A person appointed by proxy need not be a shareholder.

         Subject to the provisions of Part IV of the Regulations, a proxy may be
in the following form:

                    The undersigned shareholder of...............
                    ............................................. hereby
                    appoints.............................. of
                    ........................., or failing him,
                    .......................................... of
                    .......................................... as the nominee
                    of the undersigned to attend and act for the undersigned
                    and on behalf of the undersigned at the
                    .......................... ..............................
                    meeting of the shareholders of the said Corporation to be
                    held on the ...... day of............ 19 ... and at any
                    adjournment or adjournments thereof in the same manner, to
                    the same extent and with the same powers as if the
                    undersigned were present at the said meeting or such
                    adjournment or adjournments thereof.

                    DATED this .............  day of ...........,  19 ...

                                         .............................
                                         Signature of Shareholder


<PAGE>


                                      -14-

         The directors may from time to time make regulations regarding the
lodging of proxies at some place or places other than the place at which a
meeting or adjourned meeting of shareholders is to be held and for particulars
of such proxies to be cabled or telegraphed or sent by telex or in writing
before the meeting or adjourned meeting to the Corporation or any agent of the
Corporation for the purpose of receiving such particulars and providing that
proxies so lodged may be voted upon as though the proxies themselves were
produced at the meeting or adjourned meeting and votes given in accordance with
such regulations shall be valid and shall be counted. The chairman of any
meeting of shareholders may, subject to any regulations made as aforesaid, in
his discretion accept telegraphic or cable or telex or written communication as
to the authority of any person claiming to vote on behalf of and to represent a
shareholder notwithstanding that no proxy conferring such authority has been
lodged with the Corporation, and any votes given in accordance with such
telegraphic or cable or telex or written communication accepted by the chairman
of the meeting shall be valid and shall be counted.

         38. Adjournment: The chairman of any meeting may with the consent of
the meeting adjourn the same from time to time to a fixed time and place and no
notice of such adjournment need to given to the shareholders unless the meeting
is adjourned by one or more adjournments for an aggregate of thirty days or more
in which case notice of the adjourned meeting shall be given as for an original
meeting. Any business may be brought before or dealt with at any adjourned
meeting for which no notice is required which might have been brought before or
dealt with at the original meeting in accordance with the notice calling the
same.

         39. Quorum: A quorum at any meeting of shareholders (unless a greater
number of persons are required to be present or a greater number of shares are
required to be represented by the Act or by the articles or any other by-law)
shall be persons present not being less than two in number and holding or
representing not less than five per cent of the total number of the issued
shares of the Corporation for the time being enjoying voting rights at such
meeting. No business shall be transacted at any meeting unless the requisite
quorum be present at the time of the transaction of such business. If a quorum
is not present at the opening of a meeting of shareholders, the persons present
and entitled to vote may adjourn the meeting to a fixed time and place but may
not transact any other business.



<PAGE>

                                      -15-


                 
         40. Resolution in lieu of meeting: Notwithstanding any of the foregoing
provisions of this by-law a resolution in writing signed by all the shareholders
entitled to vote on that resolution at a meeting of the shareholders is, subject
to section 142 of the Act, as valid as if it had been passed at a meeting of the
shareholders.

                                     SHARES

         41. Allotment and Issuance: Subject to the provisions of section 25 of
the Act, shares in the capital of the Corporation may be allotted and issued by
resolution of the board of directors at such times and on such terms and
conditions and to such persons or class of persons as the board of directors
determines.

         42. Certificates: Share certificates and the form of stock transfer
power on the reverse side thereof shall (subject to section 49 of the Act) be in
such form as the board of directors may by resolution approve and such
certificates shall be signed by the Chairman of the Board or the Vice-Chairman
of the Board or the Managing Director or the President or a Vice-President and
the Secretary or an Assistant Secretary holding office at the time of signing.

         The signature of the Chairman of the Board, the Vice-Chairman of the
Board, the Managing Director, the President or a Vice-President may be printed,
engraved, lithographed or otherwise mechanically reproduced upon certificates
for shares of the Corporation. Certificates so signed shall be deemed to have
been manually signed by the Chairman of the Board, the Vice-Chairman of the
Board, the Managing Director, the President or the Vice-President whose
signature is so printed, engraved, lithographed or otherwise mechanically
reproduced thereon and shall be as valid to all intents and purposes as if they
have been signed manually. Where the Corporation has appointed a registrar,
transfer agent or branch transfer agent for the shares (or for the shares of any
class or classes) of the Corporation the signature of the Secretary or Assistant
Secretary may also be printed, engraved, lithographed or otherwise mechanically
reproduced on certificates representing the shares (or the shares of the class
or classes in respect of which any such appointment has been made) of the
Corporation and when countersigned by or on behalf of a registrar, transfer
agent or branch transfer agent such certificates so signed shall be as valid to
all intents and purposes as if they had been signed manually. A share
certificate containing the signature of a person which is printed, engraved,
lithographed or otherwise mechanically reproduced thereon may be issued
notwithstanding that the person has ceased to be an officer of the Corporation
and shall be as valid as if he were an officer at the date of its issue.


<PAGE>


                                      -16-

                      

         42(a). If a share certificate

         (i) is worn out or defaced, the Directors shall, upon production to
them of the said certificate and upon such other terms, if any, as they may
think fit, order the said certificate to be cancelled and shall issue a new
certificate in lieu thereof;

         (ii) is lost, stolen or destroyed, then, upon proof thereof to the
satisfaction of the Directors and upon such indemnity, if any, as the Director
deem adequate being given, a new share certificate in lieu thereof shall be
issued to the person entitled to such lost, stolen or destroyed certificate; or

         (iii) represents more than one share and the registered owner thereof
surrenders it to the Corporation with a written request that the Corporation
issue in his name two or more certificates each representing a specified number
of shares and in the aggregate representing the same number of shares as the
certificate so surrendered, the Corporation shall cancel the certificate so
surrendered and issue in lieu thereof certificates in accordance with such
request.

         Such sum as the Directors may from time to time fix shall be paid to
the Corporation for each certificate to be issued as aforesaid.




<PAGE>


                                      -17-

                             TRANSFER OF SECURITIES

         43. Transfer Agent and Registrar: The directors may from time to time
by resolution appoint or remove one or more transfer agents and/or branch
transfer agents and/or registrars and/or branch registrars (which may or may not
be the same individual or body corporate) for the securities issued by the
Corporation in registered form (or for such securities of any class or classes)
and may provide for the registration of transfers of such securities (or such
securities of any class or classes) in one or more places and such transfer
agents and/or branch transfer agents and/or registrars and/or branch registrars
shall keep all necessary books and registers of the Corporation for the
registering of such securities (or such securities of the class or classes in
respect of which any such appointment has been made). In the event of any such
appointment in respect of the shares (or the shares of any class or classes) of
the Corporation, all share certificates issued by the Corporation in respect of
the shares (or the shares of the class or classes in respect of which and such
appointment has been made) of the Corporation shall be countersigned by or on
behalf of one of the said transfer agents and/or branch transfer agents and by
or on behalf of one of the said registrars and/or branch registrars, if any.

         44. Securities Registers: A central securities register of the
Corporation shall be kept at the registered office of the Corporation or at such
other office or place in Canada as may from time to time be designated by
resolution of the board of directors and a branch securities register or
registers may be kept at such office or offices of the Corporation or other
place or places, either in or outside Canada, as may from time to time be
designated by resolution of the directors.

         45. Surrender of Certificates: Subject to subparagraph 42(a)(ii) of
this by-law no transfer of shares shall be recorded or registered unless or
until the certificate representing the shares to be transferred has been
surrendered and cancelled.

         46. Shareholder indebted to the Corporation: If so provided in the
articles of the Corporation, the Corporation has a lien on a share registered in
the name of a shareholder or his legal representative for a debt of that
shareholder to the Corporation. By way of enforcement of such lien the directors
may refuse to permit the registration of a transfer of such share.

                                    DIVIDENDS

         47. The directors may from time to time by resolution declare and the
Corporation may pay dividends on the issued and outstanding shares in the
capital of the Corporation subject to the provisions (if any) of the articles of
the Corporation.


<PAGE>

                                      -18-

         In case several persons are registered as the joint holders of any
shares, any one of such Persons may give effectual receipts for all dividends
and payments on account of dividends and/or redemption of shares (if any)
subject to redemption.

                 VOTING SHARES AND SECURITIES IN OTHER COMPANIES

         48. All of the shares or other securities carrying voting rights of
any other body corporate held from time to time by the Corporation may be voted
at any and all meetings of shareholders, bondholders, debenture holders or
holders of other securities (as the case may be) of such other body corporate
and in such manner and by such person or persons as the board of directors of
the Corporation shall from time to time determine. The proper signing officers
of the Corporation may also from time to time execute and deliver for and on
behalf of the Corporation proxies and/or arrange for the issuance of voting
certificates and/or other evidence of the right to vote in such names as they
may determine without the necessity of a resolution or other action by the board
of directors.

                      INFORMATION AVAILABLE TO SHAREHOLDERS

         49. Except as provided by 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 directors it would be
inexpedient in the interests of the Corporation to communicate to the public.

         50. The directors may from time to time, subject to rights conferred by
the Act, determine whether and to what extent and at what time and place and
under what conditions or regulations the documents, books and registers and
accounting records of the Corporation or any of them shall be open to the
inspection of shareholders and no shareholder shall have any right to inspect
any document or book or register or accounting record of the Corporation except
as conferred by statute or authorized by the board of directors or by a
resolution of the shareholders.


<PAGE>


                                      -19-

                                     NOTICES

         51. Service: Any notice or other document required by the Act, the
Regulations, the articles or the by-laws to be sent to any shareholder or
director or to the auditor shall be delivered personally or sent by prepaid mail
or by telegram or cable or telex to any such shareholder at his latest address
as shown in the records of the Corporation or its transfer agent and to any such
director at his latest address as shown in the records of the Corporation or in
the last notice filed under section 106 or 113 of the Act, and to the auditor at
his business address; provided always that notice may be waived or the time for
the notice may be waived or abridged at any time with the consent in writing of
the person entitled thereto. If a notice or document is sent to a shareholder by
prepaid mail in accordance with this paragraph and the notice or document is
returned on three consecutive occasions because the shareholder cannot be found
it shall not be necessary to send any further notices or documents to the
shareholder until he informs the Corporation in writing of his new address.

         52. Shares registered in more than one name: All notices or other
documents with respect to any shares registered in more than one name shall be
given to whichever of such persons is named first in the records of the
Corporation and any notice or other document so given shall be sufficient notice
or delivery to all the holders of such shares.

         53. Persons becoming entitled to operation of law: Subject to section
51 of the Act, every person who by operation of law, transfer or by any other
means whatsoever shall become entitled to any share or shares shall be bound by
every notice or other document in respect of such share or shares which,
previous to his name and address being entered in the records of the
Corporation, shall be duly given to the person or persons from whom he derives
his title to such share or shares.

         54. Deceased Shareholders: Subject to section 51 of the Act, any notice
or other document delivered or sent by post, telegram or telex or left at the
address of any shareholder as the same appears in the records of the Corporation
shall, notwithstanding that such shareholder be then deceased, and whether or
not the Corporation has notice of his decease, be deemed to have been duly
served in respect of the shares held by such shareholder (whether held solely or
with any other person or persons) until some other person be entered in his
stead in the records of the Corporation as the holder or one of the holders
thereof and such sevice shall for all purposes be deemed a sufficient service of
such notice or document on his heirs, executors or administrators and on all
persons, if any, interested with him in such shares.



<PAGE>


                                      -20-


         55. Signature to notices: The signature of any director or officer of
the Corporation to any notice or document to be given by the Corporation may be
written, stamped, typewritten or printed or partly written, stamped, typewritten
or printed.

         56. Computation of time: Where a given number of days' notice or notice
extending over a period is required to be given under any provisions of the
articles or by-laws of the Corporation the day of service or posting of the
notice or document shall, unless it is otherwise provided, be counted in such
number of days or other period.

         57. Proof of service: With respect to every notice or other document
sent by post it shall be sufficient to prove that the envelope or wrapper
containing the notice or other document was properly addressed as provided in
paragraph 51 of this by-law and put into a post office or into a letter box. A
certificate of an officer of the Corporation in office at the time of the making
of the certificate or of a transfer officer of any transfer agent or branch
transfer agent of shares of any class of the Corporation as to facts in relation
to the sending or delivery of any notice or other document to any shareholder,
director, officer or auditor or publication of any notice or other document
shall be conclusive evidence thereof and shall be binding on every shareholder,
director, officer or auditor of the Corporation as the case may be.

                            CHEQUES, DRAFTS AND NOTES

         58. All cheques, drafts or orders for the payment of money and all
notes and acceptances and bills of exchange shall be signed by such officer or
officers or person or persons, whether or not officers of the Corporation, and
in such manner as the board of directors may from time to time designate by
resolution.


<PAGE>


                                      -21-

                              CUSTODY OF SECURITIES

         59. All shares and securities owned by the Corporation shall be lodged
(in the name of the Corporation) with a chartered bank or trust company or in a
safety deposit box or, if so authorized by resolution of the board of directors,
with such other depositaries or in such other manner as may be determined from
time to time by the board of directors.

         All share certificates, bonds, debentures, notes or other obligations
belonging to the Corporation may be issued or held in the name of a nominee or
nominees of the Corporation (and if issued or held in the names of more than one
nominee shall be held in the names of the nominees jointly with the right of
survivorship) and shall be endorsed in blank with endorsement guaranteed in
order to enable transfer to be completed and registration to be effected.

                            EXECUTION OF INSTRUMENTS

         60. Contracts, documents or instruments in writing requiring the
signature of the Corporation may be signed by:

         (a) The Chairman of the Board, the Vice-Chairman of the Board, the
Managing Director, the President or a Vice-President together with the Secretary
or the Treasurer, or

         (b) any two directors

and all contracts, documents and instruments in writing so signed shall be
binding upon the Corporation without any further authorization or formality.
The board of directors shall have power from time to time by resolution to
appoint any officer or officers, or any person or persons, on behalf of the
Corporation either to sign contracts, documents and instruments in writing
generally or to sign specific contracts, documents or instruments in writing.

         The corporate seal (if any) of the Corporation may be affixed to
contracts, documents and instruments in writing signed as aforesaid or by any
officer or officers, person or persons, appointed as aforesaid by resolution of
the board of directors, but any such contract, document or instrument is not
invalid merely because the corporate seal is not affixed thereto.



<PAGE>


                                      -22-

 
         The term "contracts, documents or instruments in writing" as used in
this by-law shall include deeds, mortgages, hypothecs, charges, conveyances,
transfers and assignments of property real or personal, immovable or movable,
agreements, releases, receipts and discharges for the payment of money or other
obligations, conveyances, transfers and assignments of shares, share warrants,
stocks, bonds, debentures or other securities and all paper writings.

         In particular without limiting the generality of the foregoing

         (a) The Chairman of the Board, the Vice-Chairman of the Board, the
Managing Director, the President or a Vice-President together with the Secretary
or the Treasurer, or

         (b) any two directors

shall have authority to sell, assign, transfer, exchange, convert or convey
any and all shares, stocks, bonds, debentures, rights, warrants or other
securities owned by or registered in the name of the Corporation and to sign and
execute (under the seal of the Corporation or otherwise) all assignments,
transfers, conveyances, powers of attorney and other instruments that may be
necessary for the purpose of selling, assigning, transferring, exchanging,
converting or conveying any such shares, stocks, bonds, debentures, rights,
warrants or other securities.




<PAGE>


                                      -23-

         The signature or signatures of the Chairman of the Board, the
Vice-Chairman of the Board, the Managing Director, the President, a
Vice-President, the Secretary, the Treasurer, an Assistant Secretary or an
Assistant Treasurer or any director of the Corporation and/or of any other
officer or officers, person or persons, appointed as aforesaid by resolution of
the board of directors may, if specifically authorized by resolution of the
directors, be printed, engraved, lithographed or otherwise mechanically
reproduced upon any contracts, documents or instruments in writing or bonds,
debentures or other securities of the Corporation executed or issued by or on
behalf of the Corporation and all contracts, documents or instruments in writing
or bonds, debentures or other securities of the Corporation on which the
signature or signatures of any of the foregoing officers or persons authorized
as aforesaid shall be so reproduced pursuant to special authorization by
resolution of the directors shall be deemed to have been manually signed by such
officers or persons whose signature or signatures is or are so reproduced and
shall be as valid to all intents and purposes as if they had been signed
manually and notwithstanding that the officers or persons whose signature or
signatures is or are so reproduced may have ceased to hold office at the date of
the delivery or issue of such contracts, documents or instruments in writing or
bonds, debentures or other securities of the Corporation.

                                 FINANCIAL YEAR

         61. The financial year of the Corporation shall terminate on such date
in each year as the directors may from time to time by resolution determine.



         ENACTED this 29th day of April, 1987.

         (WITNESS the corporate seal of the Corporation).

                                    Corporate
                                      Seal

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