BY-LAW NUMBER ONE

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

                               IT STAFFING, LTD.
                              (the "Corporation")

                                   DIRECTORS


1.      CALLING OF AND NOTICE OF MEETINGS - Meetings of the board shall be held
at such time and on such day as the chairman of the board, the president or a
vice-president who is a director may determine.  Notice of meetings of the board
shall be given to each director not less than 48 hours before the time when the
meeting is to be held.  Each newly elected board may without notice hold its
first meeting for the purposes of organization and the election and appointment
of officers immediately following the meeting of shareholders at which such
board was elected.

2.      PLACE OF MEETING - Meetings of the board may be held at any place within
or outside Canada.

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

4.      INTEREST OF DIRECTORS AND OFFICERS GENERALLY IN CONTRACTS - No director
or officer shall be disqualified by his office from contracting with the
Corporation nor shall any contract or arrangement entered into by or on behalf
of the Corporation with any director or officer or in which any director or
officer is in any way interested by liable to be voided nor shall any director
or officer so contracting or being so interested be liable to account to the
Corporation for any profit realized by any such contract or arrangement by
reason of such director or officer holding that office or of the fiduciary
relationship thereby established; provided that the director or officer shall
have complied with the applicable provisions of the Business Corporations Act.



                                   COMMITTEES


5.      COMMITTEES OF THE BOARD - The board may appoint from their number one
or more committees of the board, however designated, and delegate to any such
committee any of the powers of the board except powers to:

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

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

         (c)    issue securities except in the manner and on the terms
                authorized by the board;

         (d)    declare dividends;

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

         (f)    pay a commission in respect of the sale of shares of the
                Corporation;




         (g)    approve a management proxy circular;

         (h)    approve a take-over bid circular or directors' circular.

         (i)    approve any financial statements; or

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

6.      TRANSACTION OF BUSINESS - The powers of a committee of the board may be
exercised by a meeting at which a quorum is present or by resolution in writing
signed by all members of the committee who would have been entitled to vote on
that resolution at a meeting of the committee.  Meetings of this committee may
be held at any place within or outside Canada.

7.      ADVISORY BODIES - The board may from time to time appoint such bodies as
it may deem advisable.

8.      PROCEDURE - Unless otherwise determined by the board, each committee and
advisory body shall have power to fix its quorum at not less than a majority of
its members, to elect its chairman and to regulate its procedure.  To the extend
that a committee or advisory body does not establish rules to regulate its
procedure, the provisions of this by-law applicable to meeting of the board
shall apply MUTATIS MUTANDIS.

                                    OFFICERS

9.      APPOINTMENT - The board shall appoint a chief executive officer and a
president and may appoint a chairman of the board, one or more vice-presidents
(to which title may be added words indicating seniority or function, a chief
financial officers, a treasurer, a controller, a secretary and such other
officers as the board may determine, including one or more assistant or
associates to any of the officers so appointed.

10.     CHIEF EXECUTIVE OFFICER - The board shall designate one of the officers
as the chief executive officer.  The chief executive officer shall have the
general supervision of the business and affairs of the Corporation, subject to
the direction of the board.

11.     CHAIRMAN OF THE BOARD - The chairman of the board, when present, shall
preside at all meetings of the board.  During the absence or inability to act of
the chairman of the board, his powers and duties shall devolve upon the
vice-chairman of the board or, if there is none, upon the president.

12.     PRESIDENT - The president shall have such powers and shall perform such
duties as may from time to time be assigned to him by the Board.

13.     CHIEF FINANCIAL OFFICER -  The board may designate one of the officers
as the chief financial officer and may from time to time revoke any such
designation and designate another officer as the chief financial officer.  The
officer designated as the chief financial officer shall have such duties and
exercise such powers as the board may from time to time prescribe.

14.     VICE PRESIDENTS - Each vice-president shall have such duties and
exercise such powers as the chief executive officers may from time to time
delegate to him or the board may prescribe.  During the absence or disability of
the president, his duties may be performed and his powers may be exercised by an
executive vice-president if one or more has been appointed or by a
vice-president, in order of seniority (as determined by the board), except that
no vice-president shall preside at a meeting of the board or at a meeting of
shareholders who is not otherwise entitled to attend the meeting.  If a vice-
president performs any such duty or exercises any such power, the absence or
disability of the president shall be presumed with reference thereto.

15.     SECRETARY - The secretary shall attend and be the secretary of all
meeting 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 directors, shareholders, 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 duties as the board or the chief executive
officer may prescribe or as usually pertain to the office of the secretary.

16.     TREASURER - The treasurer, under the direction of the board, shall
control the deposit of money, the safekeeping of securities and the
disbursements of the funds of the Corporation.  He shall render to the board
whenever required an account of all his transactions as treasurer and report to
and advise the board on the financial position and requirements of the
Corporation, and he shall have such other duties as the board or the chief
executive officer may prescribe or as usually pertain to the office of
treasurer.

17.     CONTROLLER - The controller shall have charge of and cause to be kept
the accounting records of the Corporation in accordance with all statutory
requirements and shall, when requested, advise the audit committee and the
board on the accounting procedures and methods used by the Corporation, and he
shall have such other duties as the board or the chief executive officer may
prescribe or as usually pertain to the office of controller.

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

19.     VARIATION OF DUTIES - Notwithstanding the foregoing, from time to time
the board may vary, add to or limit the powers and duties of an office or of an
officer occupying any office.

20.    TERM OF OFFICE -The board, in its discretion, may remove any officer and
the chief executive officer in his discretion, may remove any officer who is not
a member of the board. Otherwise, each officer appointed by the board shall hold
office until his successor is appointed or until his earlier resignation.

21.     AGENTS AND ATTORNEYS - The Corporation, by or under the authority of the
board, shall have the power from time to time to appoint agents or attorney of
the Corporation in or outside Canada with such powers (including the power to
subdelegate) of management, administration or otherwise as may be thought fit.

22.     CONFLICT OF INTEREST - An officer shall disclose his interest in any
material contract or transaction or proposed material contract or transaction
with the Corporation in accordance with paragraph 4.




                             SHAREHOLDERS MEETINGS

23.     QUORUM - At any meeting of shareholders, a quorum shall be two persons
present in person and each entitled to vote thereat.

24.     CASTING VOTE - In the case of an equality of votes at any meeting of
shareholders, the chairman of the meeting shall be entitled to a second or
casting vote.

25.     CHAIRMAN - The chairman of any meeting of shareholders shall be the
first mentioned of such of the following officers as have been appointed, who is
present at the meeting and who has not declined to act as chairman: chairman of
the board, president, or (subject to paragraph 14) a vice-president.  If so such
officer is present within 30 minutes from the time fixed for holding the
meeting, the persons present and entitled to vote shall choose one of their
number to be chairman.


                                INDEMNIFICATIO

26.    INDEMNIFICATION OF DIRECTORS AND OFFICERS - The Corporation shall
indemnify a director or officer, a former director or officer or a person who
acts or acted at the Corporation's request as a director or officer of a
corporation of which the Corporation is or was a shareholder or creditor, and
his heirs and legal representatives, to the extend permitted by the Business
Corporations Act.

27.    INDEMNITY OF OTHERS - Except as otherwise required by the Business
Corporations Act and subject to paragraph 26, the Corporation may from time to
time indemnify and save harmless any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was an employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee,
agent of or participant in another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including legal fees and
disbursements), judgments, fines and any amount actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted honestly
and in good faith with a view to the best interests of the Corporation and, with
respect to any criminal or administrative action or proceeding that is enforced
by a monetary penalty, had reasonable grounds for believing that his conduct was
lawful. The termination of any action, suit or proceeding by judgement, order,
settlement or conviction shall not, of itself, create a presumption that the
person did not act honestly and in good faith with a view to the best interests
of the Corporation and, with respect to any criminal or administrative action or
proceeding that is enforced by a monetary penalty, had no reasonable grounds for
believing that his conduct was lawful.

28.     RIGHT OF INDEMNITY NOT EXCLUSIVE - The provisions of indemnification
contained in the by-laws of the Corporation shall not be deemed exclusive of any
other rights to which any person seeking indemnification may be entitled under
any agreement, vote of shareholders or directors or otherwise, both as to action
in his official capacity and as to action in another capacity, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall enure to the benefit of the heirs and legal representatives of
such a person.

29.     NO LIABILITY OF DIRECTORS OR OFFICERS FOR CERTAIN ACTS, ETC. - To the
extent permitted by law, no director or officer for the time being shall be
liable for the acts, receipts, omissions, failures, 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 money of or belonging to
the Corporation shall be placed out or invested or for which any of the money 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 with whom or which any money, securities or other assets
belonging to the Corporation shall be lodged or deposited or for any loss,
conversion, misapplication or misappropriation of any damage resulting from any
dealings with any money, securities or other assets belonging to the Corporation
or for any other loss, damage or misfortune whatever which may happen in
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 act 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.  If any director or
officer 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 corporation which is employed by or
performs services for the Corporation, the fact of his being a director or
officer shall not disentitle such director or officer or such firm or
corporation, as the case may be, from receiving proper remuneration for such
services.

                     BANKING, ARRANGEMENTS, CONTRACTS, ETC.

30.     BANKING ARRANGEMENTS - The banking business of the Corporation,
or any part thereof, shall be transacted with such banks, trust companies or
other financial institutions as the board may designate, appoint or authorize
from time to time by resolution and all such banking business, or any part
thereof, shall be transacted on the Corporation's behalf by such officer or
other person as the board may designate, direct or authorize from time to time
by resolution and to the extent therein provided; and the board may from time
to time by resolution delegate any power referred to in this paragraph 30 to
any two officers.

31.     EXECUTION OF INSTRUMENTS - Contracts, documents or instruments in
writing requiring execution by the Corporation may be signed by any two
individuals, each of whom is a director and/or officer, so long as at least one
of such signatories is the chairman of the board, the chief executive officer,
the president or a vice-president.  All contract, documents or instruments in
writing so signed shall be binding upon the Corporation without any further
authorization or formality.  The board may from time to time by resolution
appoint an officer or other person on behalf of the Corporation to sign and
deliver either contracts, documents or instruments in writing generally or to
sign either manually or by facsimile signature and deliver specific contracts,
documents or instruments in writing.  Nothwithstanding the foregoing, the
secretary, or any other officer or any director, may sign certificates and
similar instruments (other than share certificates) on the Corporation's behalf
respecting any factual matters relating to the Corporation's business or
affairs, including certificates verifying copies of the articles, by-laws,
resolutions and/or minutes of meetings of directors, committees of directors or
shareholders.  The term "Contracts, documents of instruments in writing" as used
in this by-law shall include, without limitation, deeds, conveyances, transfers,
and other assignments of property of all kinds, certificates, mortgages,
charges, pledges, hypothecs, discharges, releases, main-levees, leases, powers
of attorney and proxies.




32.    AUTHORITY TO ACT FOR CORPORATION - By way of supplement to paragraph 31,
the board may from time to time by resolution and to the extent therein provided
delegate to any two officers of the Corporation the powers to designate, direct
or authorize form time to time such officer or other person on the Corporation's
behalf to sign and deliver contracts, documents or instruments in writing to
acquire, dispose of or take security upon property, whether real or personal,
movable or immovable, on such terms and conditions as such two officers see fit.

                                 MISCELLANEOUS

33.     INVALIDITY OF ANY PROVISIONS OF THIS BY-LAW - The invalidity or
unenforceability of any provision of this by-law shall not affect the validity
or enforceability of the remaining provisions of this by-law.

                                 INTERPRETATION

34.     INTERPRETATION - In this by-law and all other by-laws and resolutions of
the Corporation, unless the context otherwise requires, words importing the
singular number only shall include the plural and vice versa; words importing
the masculine gender shall include the feminine and neuter genders; words
importing persons shall include an individual, partnership, association,
corporation, executor, administrator or legal representative and any number or
aggregate of articles amendment, articles of amalgamation, articles of
continuance, articles of reorganization, articles or arrangement and articles of
revival; "board" shall mean the board of directors of the Corporation; "Business
Corporations Act" shall mean the Business Corporations Act (Ontario), or any act
that may be substituted therefore, as amended from time to time, and "meeting of
shareholders" shall mean and include an annual meeting of shareholders and a
special meeting of shareholders.

ENACTED as of the 10th day of
September, 1998


/s/ Declan A. French
----------------------
Declan A. French
Chairman