EX-3.5

                                      BY-LAW NO.1

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

CareerTek.org, Inc.

(herein called the "Corporation")

CONTENTS
     1.      Interpretation                       8.  Dividends
     2.      Directors                            9.  Financial Year
     3.      Meetings of Directors                10. Notices
     4.      Remuneration and Indemnification     11. Execution of Documents
     5.      Officers                             12. Effective Date
     6.      Meetings of Shareholders             13. Repeal
     7.      Shares

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

1. INTERPRETATION

        1.01 In this by-law and all other by-laws and resolutions of the
Corporation, unless the context otherwise requires:

                (a) "Act" means the Ontario Business Corporations Act together
                     with the Regulations made pursuant thereto and any statute
                     or regulations that may be substituted therefor, as amended
                     from time to time;

                (b) "articles" means the articles of incorporation of the
                     Corporation as amended or restated from time to time;

                (c) "board" means the board of directors of the Corporation;

                (d) "by-laws" means this by-law and all other by-laws of the
                    Corporation as amended from time to time, and from time to
                    time in force and effect;

                (e) "Corporation" means this Corporation;


                (f) "meeting of shareholders" means any meeting of shareholders,
                    whether annual or special; and "special meeting of
                    shareholders" means a special meeting of all shareholders
                    entitled to vote at an annual meeting of shareholders and a
                    meeting of any class or classes of shareholders entitled to
                    vote on the question at issue;

                (g) "person" includes an individual, sole proprietorship,
                    partnership, unincorporated association, unincorporated
                    syndicate, unincorporated organization, trust, body
                    corporate, and a natural person in his capacity as trustee,
                    executor, administrator, or other legal representative;

                (h) "recorded address" means, in the case of a shareholder, his
                    address as recorded in the shareholders' register; and, in
                    the case of joint shareholders, the address appearing in the
                    shareholders' 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 recorded in
                    the records of the Corporation; and

                (i) "unanimous shareholder agreement" shall have the meaning
                    ascribed to such term under the Act.

        1.02 In this by-law where the context requires, words importing the
singular include the plural and vice versa and words importing gender include
the masculine, feminine and neuter genders.

        1.03 Save as aforesaid, all the words and terms appearing in this by-law
shall have the same definitions and application as in the Act.

2. DIRECTORS

        2.01 Powers - Subject to any unanimous shareholder agreement, the
business and affairs of the Corporation shall be managed or supervised by a
board of directors. Until changed in accordance with the Act, the board shall
consist of a fixed number of directors. not fewer than the minimum number and
not more than the maximum number of directors provided for in the articles.


        2.02 Resident Canadians - Except where the Corporation is a non-resident
Corporation, a majority of the directors shall be resident Canadians but where
the Corporation has only one or two directors, that director or one of the two
directors, as the case may be, shall be a resident Canadian.

        2.03 Qualifications - No person shall be qualified for election as a
director if he is less than 18 years of age; if he is of unsound mind and has
been so found by a court in Canada or elsewhere; if he is not an individual; or
if he has the status of a bankrupt.

        2.04 Election and Term - The election of directors shall take place at
the first meeting of shareholders and at each succeeding annual meeting at which
an election of directors is required. The directors shall hold office for an
expressly stated term, which shall expire not later than the close of the third
annual meeting of shareholders following the election. A director not elected
for an expressly stated term ceases to hold office at the close of the first
annual meeting of shareholders following his election. Incumbent directors, if
qualified, shall be eligible for re-election. If an election of directors is not
held at the proper time, the incumbent directors shall continue in office until
their successors are elected.

        2.05 Resignation - A director who is not named in the articles may
resign from office upon giving a written resignation to the Corporation and such
resignation becomes effective when received by the Corporation or at the time
specified in the resignation, whichever is later. A director named in the
articles shall not be permitted to resign his office unless at the time the
resignation is to become effective a successor is elected or appointed.

        2.06 Removal - Subject to the provisions of the Act, the shareholders
may, by ordinary resolution passed at a meeting of shareholders, remove any
director or directors from office before the expiration of his or their
respective terms and may, by a majority of the votes cast at the meeting, elect
any person in his place for the remainder of his term.

        2.07 Vacation of Office - A director ceases to hold office when he dies,
resigns, is removed from office by the shareholders, or becomes disqualified to
serve as a director.

        2.08 Vacancies - Subject to the provisions of the Act, where a vacancy
occurs on the board, a quorum of the directors then in office may appoint a
person to fill  the vacancy for the remainder of the term. If there is not a
quorum of directors  or if there has been a failure to elect the number of
directors required by the articles or in the case of a variable board as
required by special resolution, the directors then in office shall forthwith
call a special meeting of shareholders to fill the vacancy and, if they fail to
call a meeting or if there are no directors then in office, the meeting may be
called by any shareholder.

3. MEETINGS OF DIRECTORS

        3.01 Place of Meetings - Meetings of the board may be held at any place
within or outside Ontario and it shall not be necessary that, in any financial
year of the Corporation, a majority of the meetings of the board be held at a
place within Canada.

        3.02 Meetings by Telephone - Where all the directors present at or
participating in the meeting have consented thereto, any director may
participate in a meeting of the board or of a committee of the board by means of
conference telephone, electronic or other communication facilities as permit all
persons participating in the meeting to communicate with each other
simultaneously and instantaneously and a director participating in such a
meeting by such means is deemed for the purposes of the Act and these by-laws to
be present at the meeting. If a majority of the directors participating in such
a meeting are then in Canada, the meeting shall be deemed to have been held in
Canada.

        3.03 Calling of Meetings - Meetings of the board shall be held from time
to time at such place, at such time and on such day as the president or a
vice-president who is a director or any two directors may determine, and the
secretary shall call meetings when directed or authorized by the president or by
a vice-president who is a director or by any two directors. Notice of every
meeting so called shall be given to each director not less than 48 hours
(excluding any part of a Sunday and of a holiday as defined by the Ontario
Interpretation Act) before the time when the meeting is to be held, except that
no notice of meeting shall be necessary if all the directors are present or if
those absent have waived notice of or otherwise signified their consent to the
holding of such meeting. 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.


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

        3.05 First Meeting of New Board - Each newly elected board may without
notice hold its first meeting immediately following a meeting of shareholders at
which such board is elected, provided that a quorum of directors is present.

        3.06 Quorum - Where the Corporation has fewer than three directors, all
directors must be present at any meeting of directors to constitute a quorum.
Subject to the articles or by-laws of the Corporation, a majority of the number
of directors or minimum number of directors required by the articles constitutes
a quorum at any meeting of directors but in no case shall a quorum be less than
two-fifths of the number of directors or less than the minimum number of
directors, as the case may be.

        3.07 Resident Canadians - Directors shall not transact business at a
meeting of the board unless a majority of the directors present are resident
Canadians or, where the Corporation has fewer than three directors, one of the
directors present is a resident Canadian. However, directors may transact
business at a meeting of the board where a majority of resident Canadian
directors is not present if

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

                (b) a majority of resident Canadian directors would have been
                    present had the director been present at the meeting.

        3.08 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:

                (a) Chairman of the Board;
                (b) President; or
                (c) a Vice-President.

If no such officer is present, the directors present shall choose one of their
number to be chairman.

        3.09 Votes to Govern - At all meetings of the board, every question
shall be decided by a majority of the votes cast on the question.

        3.10 Casting Vote - In the case of an equality of votes on any question
at a meeting of the board, the chairman of the meeting shall be entitled to a
second or casting vote.

        3.11 Disclosure of Interests in Contracts - Every director or officer of
the Corporation who is a party to a material contract or transaction or proposed
material contract or transaction with the Corporation, or is a director or
officer of or has a material interest in any person who is a party to a material
contract or transaction or proposed material contract or transaction with the
Corporation, shall disclose in writing to the Corporation or request to have
entered in the minutes of the meeting of directors the nature and extent of his
interest at the time and in the manner required by the Act. Any such contract or
proposed contract shall be referred to the board or shareholders for approval
even if such contract is one that in the ordinary course of the Corporation's
business would not require approval by the board or the shareholders, and a
director interested in a contract so referred to the board shall not vote on any
resolution to approve the same except as provided by the Act.

        3.12 Resolution in Lieu of Meeting - A resolution in writing, signed by
alt the directors entitled to vote on that resolution at a meeting of directors
or committee of directors, is as valid as if it had been passed at a meeting of
directors or committee of directors. A copy of every such resolution shall be
kept with the minutes of the proceedings of the directors or committee of
directors.

        3.13 Delegation - Directors may appoint from their number a managing
director who is a resident Canadian or a committee of directors and delegate to
such managing director or committee any of the powers of the directors. If the
directors appoint a committee of directors, a majority of the members of the
committee must be resident Canadians. Unless otherwise determined by the board
and subject to the Act, 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.

4. REMUNERATION AND INDEMNIFICATION

        4.01 Remuneration - Subject to the provisions of the Act, the articles,
and the by-laws of the Corporation or any unanimous shareholder agreement, the
board may fix the remuneration of the directors. Nothing contained herein shall
preclude any director from serving the Corporation in any other capacity and
receiving remuneration therefor. In addition, directors shall be paid such sums
in respect of their out-of-pocket expenses incurred in attending board,
committee or shareholders' meetings or otherwise in respect of the performance
by them of their duties as the board may from time to time determine.

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


        4.03 Indemnity of Directors and Officers - Subject to the provisions of
the Act, 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, and his
heirs and legal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of such Corporation or body corporate if (a) he acted
honestly and in good faith with a view to the best interests of the Corporation;
and (b) in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, he had reasonable grounds for believing that his
conduct was lawful.

        4.04 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.


5. OFFICERS

        5.01 Appointment - Subject to the provisions of the Act, the articles or
any unanimous shareholder agreement, the board may from time to time appoint a
president, one or more vice-presidents (to which title may be added words
indicating seniority or function), a secretary, a treasurer and such other
officers as the board may determine, including one or more assistants to any of
the officers so appointed. The board may specify the duties of and, in
accordance with this by-law and subject to the provisions of the Act, delegate
to such officers powers to manage the business and affairs of the Corporation.
Save for the chairman of the board and the managing director, an officer may but
need not be a director and one person may hold more than one office.

        5.02 Term, Remuneration and Removal - The terms of employment and
remuneration of all officers elected or appointed by the board (including the
president) shall be determined - 9 - from time to time by resolution of the
board. 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 at any time with or without cause.

        5.03 Chairman of the Board - The board may from time to time also
appoint a chairman of the board who shall be a director. If appointed, the board
may assign to him any of the powers and duties that are by any provisions of
this by-law capable of being assigned to the president; and he shall, subject to
the provisions of the Act, have such other powers and duties as the board may
specify. During the absence or disability of the chairman of the board, his
duties shall be performed and his powers exercised by the president.

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


        5.05 President - The board may from time to time appoint a president.
The president shall be the chief operating officer of the Corporation and, if no
managing director has been appointed, and subject to the authority of the board,
shall have the general supervision of the business and affairs of the
Corporation and he shall have such other powers and duties as the board may
specify. During the absence or disability of the managing director, or if no
managing director has been appointed, the president shall also have the powers
and the duties of that office.

        5.06 Vice-President - The board may from time to time appoint one or
more vice-presidents. A vice-president so appointed shall have such powers and
such duties as the board or the chief executive officer may prescribe.

        5.07 Secretary - The board may from time to time appoint a secretary.
The secretary shall attend all meetings of the directors, shareholders and
committees of the board and shall enter or cause to be entered in books kept for
that purpose, minutes of all proceedings at such meetings; he shall give, or
cause to be given, when instructed, notices required to be given to
shareholders, directors, auditors and members of committees; 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 other instruments belonging to the Corporation; and he shall perform such
other duties as may from time to time be prescribed by the board.

        5.08 Treasurer - The board may from time to time appoint a treasurer.
The treasurer shall keep, or cause to be kept, proper accounting records as
required by the Act; he shall deposit, or cause to be deposited, all monies
received by the Corporation in the Corporation's bank account; he shall, under
the direction of the board, supervise the safekeeping of securities and the
disbursement of the funds of the Corporation; he shall render to the board,
whenever required, an account of all his transactions as treasurer and of the
financial position of the Corporation; and he shall perform such other duties as
may from time to time be prescribed by the board.

        5.09 Other Officers - The duties of all other officers of the
Corporation shall be such as the terms of their engagement call for or the board
requires of them. 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 otherwise directs.

        5.10 Variation of Duties - From time to time and subject to the
provisions of the Act, the board may vary, add to or limit the powers and duties
of any officer.

        5.11 Agents and Attorneys - The board shall have power from time to time
to appoint agents or attorneys for the Corporation in or outside of Ontario with
such powers of management or otherwise (including the power to sub-delegate) as
may be thought fit.


        5.12 Fidelity Bonds - The board may require such officers, employees and
agents of the Corporation, as it deems advisable, to furnish bonds for the
faithful performance of their duties, in such form and with such surety as the
board may from time to time prescribe.

        5.13 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 Section 3.11 herein.

6. MEETINGS OF SHAREHOLDERS

        6.01 Annual Meetings - Subject to Section 6.16 herein, the directors
shall call the first annual meeting of shareholders not later than eighteen
months after the Corporation comes into existence and, subsequently, not later
than fifteen months after holding the last preceding annual meeting. The annual
meeting of shareholders of the Corporation shall be held at such time and on
such day in each year as the board may from time to time determine, for the
purposes of receiving the reports and statements required by the Act to be laid
before the annual meeting, electing directors, appointing auditors and fixing or
authorizing the board to fix their remuneration, and for the transaction of such
other business as may properly be brought before the meeting.

        6.02 Special Meetings - The board may at any time call a special meeting
of shareholders for the transaction of any business which may properly be
brought before such meeting of shareholders. All business transacted at an
annual meeting of shareholders, except consideration of the financial
statements, auditor's report, election of directors and reappointment of the
incumbent auditor, is deemed to be special business.

        6.03 Place of Meetings - Meetings of shareholders shall be held at the
registered office of the Corporation, or at such other place within or outside
of Ontario as the board from time to time determines.


        6.04 Notice of Meetings - Notice of the time and place of each meeting
of shareholders shall be sent not less than 10 days and not more than 50 days
before the date of the meeting to the auditor of the Corporation, to each
director, and to each person whose name appears on the records of the
Corporation at the close of business on the day next preceding the giving of the
notice as a shareholder entitled to vote at the meeting. Notice of a special
meeting of shareholders shall state: (a) the nature of the business to be
transacted at the meeting in sufficient detail to permit the shareholders to
form a reasoned judgment thereon; and (b) the text of any special resolution or
by-law to be submitted to the meeting. A shareholder and any other person
entitled to attend a meeting of shareholders may in any manner and at any time
waive notice of or otherwise consent to a meeting of shareholders.

        6.05 Persons Entitled To Be Present - The only persons entitled to
attend a meeting of shareholders shall be those entitled to vote thereat, the
directors and the auditor of the Corporation and others who although not
entitled to vote are entitled or required under any provision of the Act or
by-laws of the Corporation to be present at the meeting. Any other persons may
be admitted only on the invitation of the chairman of the meeting or with the
consent of the meeting.

        6.06 Quorum - Subject to the provisions of the Act, the holders of a
majority of the shares entitled to vote at a meeting of shareholders present in
person or by proxy constitute a quorum for the transaction of business at any
meeting of shareholders.

        6.07 One-Shareholder Meeting - If the Corporation has only one
shareholder, or only one holder of any class or series of shares, the
shareholder present in person or by proxy constitutes a meeting.

        6.08 Right to Vote - At any meeting of shareholders, unless the articles
otherwise provide, each share of the Corporation entitles the holder thereof to
one vote at a meeting of shareholders, subject to the provisions of the Act.

        6.09 Joint Shareholders - Where two or more persons hold the same share
or shares jointly, any one of such persons present at a meeting of shareholders
may in the absence of the other vote the shares but, if two or more of such
persons who are present in person or by proxy, vote, they shall vote as one on
the shares jointly held by them

        6.10 Proxies - Every shareholder entitled to vote at a meeting of
shareholders may, by means of a proxy, appoint a proxy holder or one or more
alternate proxy holders who are not required to be shareholders to attend and
act at the meeting in the manner and to the extent authorized by the proxy and
with the authority conferred by the proxy. A proxy shall be in writing and
executed by the shareholder or by his attorney authorized in writing and shall
conform with the requirements of the Act. The board may by resolution fix a time
not exceeding 48 hours, excluding Saturdays and holidays, preceding any meeting
or adjourned meeting of shareholders, before which time proxies to be used at
that meeting must be deposited with the Corporation or an agent thereof, and any
period of time so fixed shall be specified in the notice calling the meeting. A
proxy shall be acted upon only if, prior to the time so specified, it shall have
been deposited with the Corporation or an agent thereof specified in such notice
or, where no time is specified in such notice, the proxy 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.

        6.11 Scrutineers - At each meeting of shareholders one or more
scrutineers may be appointed by a resolution of the meeting or by the chairman
with the consent of the meeting to serve at the meeting. Such scrutineers need
not be shareholders of the Corporation.

        6.12 Votes to Govern - Subject to the provisions of the Act, the
articles and the by-laws of the Corporation or any unanimous shareholder
agreement, all questions proposed for the consideration of the shareholders at a
meeting shall be decided by a majority of the votes cast thereon. In case of an
equality of votes either on a show of hands or on a po11, the chairman of the
meeting shall shall not be entitled to a second or casting vote.


        6.13 Show of Hands - Subject to the provisions of the Act, at all
meetings of share- holders every question shall be decided by a show of hands
unless a ballot thereon be required by the chairman or be demanded by a
shareholder or proxyholder present and entitled to vote. Upon a show of hands,
every person present and entitled to vote has one vote regardless of the number
of shares he represents. After a show of hands has been taken upon any question,
the chairman may require, or any shareholder or proxyholder present and entitled
to vote may demand, a ballot thereon. Whenever a vote by show of hands shall
have been taken  upon a question, unless a ballot thereon be so required or
demanded, a  declaration by the chairman 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  the question. The result of the vote so taken and declared shall
be the decision  of the Corporation on the question. A demand for a ballot may
be withdrawn at  any time prior to the taking of the ballot.

        6.14 Ballots - If a ballot is required by the chairman of the meeting or
is demanded and the demand is not withdrawn, a ballot upon the question shall be
taken in such manner as the chairman of the meeting directs.

        6.15 Adjournment - The chairman of a meeting of shareholders may, with
the consent of the meeting and subject to such conditions as the meeting may
decide, adjourn the meeting from time to time and from place to place.

        6.16 Resolution in Lieu of Meeting - Except where 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, (a) 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; and

                (b) a resolution in writing dealing with any matter required by
                    the Act to be dealt with at a meeting of shareholders, and
                    signed by all the shareholders entitled to vote at that
                    meeting, satisfies all the requirements of the Act relating
                     to that meeting of shareholders.

7.  SHARES

        7.01 Allotment - Subject to the provisions of the Act, the articles
and any unanimous shareholder agreement, the board may from time to time allot
or grant options to purchase the whole or any part of the authorized and
unissued shares of the Corporation at such time and to such persons and for such
consideration as the board shall determine, provided that no share shall be
issued until it is fully paid as provided by the Act. - 15 -

        7.02 Lien for Indebtedness - Subject to the provisions of the Act, the
Corporation shall have a lien on shares registered in the name of a shareholder
indebted to the Corporation. Such lien may be enforced, subject to any other
provision of the articles and to any unanimous shareholder agreement, by the
sale of the shares thereby affected or by any other action, suit, remedy or
proceeding authorized or permitted by law or by equity and, pending such
enforcement, the Corporation may refuse to register a transfer of the whole or
any part of such shares.

        7.03 Share Certificates - Every holder of one or more shares of the
Corporation is entitled, at his option, to a share certificate, or to a
non-transferable written acknowledgment of his right tin obtain a share
certificate, stating the number and class or a series of shares held by him as
shown on the records of the Corporation. Share certificates and acknowledgments
of a shareholder's right to a share certificate shall be in such form as the
board shall from time to time approve. Any share certificate shall be signed in
accordance with Section 11.01 herein and need not be under the corporate seal.

        7.04 Replacement of Share Certificates - Subject to the provisions of
the Act, the directors may by resolution prescribe, either generally or in a
particular case, the conditions upon which a new share certificate may be issued
to replace a share certificate which has been defaced, lost, stolen or
destroyed.

        7.05 Transfer Agent and Registrar - 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 security registers and one or more branch transfer
agents to maintain branch registers of transfers, but one person may be
appointed both registrar and transfer agent. The board may at any time terminate
any such appointment.

        7.06 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
dividends, bonus, return of capital or other money payable or warrant issuable
in respect of such share.

8. DIVIDENDS

        8.01 Declaration - Subject to the provisions of the Act the articles and
to any unanimous shareholder agreement, the board may declare and the
Corporation may pay dividends to the shareholders according to their respective
rights and interests in the Corporation. Dividends may be paid by issuing fully
paid shares of the Corporation or options or rights to acquire fully paid shares
of the Corporation or, subject to the provisions of the Act, may be paid in
money or property.

        8.02. Payment - A dividend payable in cash shall be paid by cheque drawn
on the Corporation's bankers or one of them to the order of each registered
holder of shares of the class in respect of which it has been declared, and
mailed by ordinary mail postage prepaid 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 addresses. The mailing of such cheque as aforesaid shall satisfy and
discharge all 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, unless such cheque be not paid on due presentation.


        8.03 Non-Receipt of Cheque - In the event of the non-receipt of any
cheque for a dividend by the person to whom it is so 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 a particular case.

9. FINANCIAL YEAR

        9.01 Financial Year - The financial year of the Corporation shall end on
the 30 the 30th day of June in each year, until changed by a resolution of the
board.

10. NOTICES

        10.01 Method of Giving Notice - Any notice, communication or other
document required by the Act, the regulations, the articles or the by-laws to be
given by the Corporation to a shareholder, director, officer, or auditor or
member of a committee of the board of the Corporation under any provision of the
Act, the articles or by-laws or otherwise 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 mail or if sent to him at his recorded address by any means of any
prepaid transmitted or recorded communication. A notice so delivered shall be
deemed to have been given when it is delivered personally or delivered to the
recorded address as aforesaid; a notice so mailed shall be deemed to have been
received on the fifth day after mailing; and a notice so sent by any means of
transmitted or recorded communication shall be deemed to have been given when
dispatched or delivered to the appropriate communication company or agency or
its representative for dispatch. The secretary may change or cause to be changed
the recorded address of any shareholder, director, officer or auditor of the
Corporation in accordance with any information believed by him to be reliable.
The recorded address of a director shall be his latest address as shown in the
records of the Corporation or in the most recent notice filed under the Ontario
Corporations Information Act, whichever is the more current.

        10.02 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, "day" means a clear day and a period of days shall be
deemed to commence on the day following the event that began the period and
shall be deemed to terminate at midnight of the last day of the period except
that if the last day of the period falls on a Sunday or holiday the period shall
terminate at midnight of the day next following that is not a Sunday or holiday.

        10.03 Omissions and Errors - The accidental omission to give any notice
to any shareholder, director, officer or auditor, or the non-receipt of any
notice by any shareholder, director, officer or auditor 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.

        10.04 Notice to Joint Shareholders - All notices with respect to any
shares registered in more than one name may, if more than one address appears on
the records of the Corporation in respect of such joint holding, be given to
such joint shareholders at the first address so appearing, and notice so given
shall be sufficient notice to all the holders of such shares.

        10.05 Persons Entitled by Death or Operation of Law - Every person who
by operation of law, by transfer or the death of a shareholder or otherwise
becomes entitled to shares is bound by every notice in respect of such shares
which has been duly given to the registered holder from whom he derives title
prior to his name and address being entered on the records of the Corporation
(whether such notice was given before or after the happening of the event upon
which he became so entitled) and prior to his furnishing to the Corporation the
proof of authority or evidence of his entitlement prescribed by the Act.

        10.06 Waiver of Notice - Any shareholder (or his duly appointed proxy),
director, officer or auditor may waive any notice or abridge the time required
for any notice required to be given under any provision of the Act, the articles
or by-laws of the Corporation or other- wise, and such waiver or abridgement,
whether given before or after the meeting or other event of which notice is
required to be given, shall cure any default in the giving or in the time of
such notice, as the case may be. Any such waiver or abridgement shall be in
writing except a waiver of notice of a meeting of shareholders or of the board
or a committee of the board which may be given in any manner.

        10.07 Signatures to Notices - The signatures to any notice to be given
by the Corporation may be written, stamped, typewritten or printed or partly
written, stamped, typewritten or printed.

11. EXECUTION OF DOCUMENTS


        11.01 Signing Officers - Deeds, transfers, assignments, contracts and
obligations of the Corporation may be signed by the president or a
vice-president or a director together with the secretary or treasurer or an
assistant secretary or assistant treasurer or another director. Notwithstanding
this, the board may at any time and from time to time direct the manner in which
and the person or persons by whom any particular deed, transfer, contract or
obligation or any class of deeds, transfers, contracts or obligations may be
signed.

        11.02 Seal - Any person authorized to sign any document may affix the
corporate seal thereto.

12. EFFECTIVE DATE

        12.01 Effective Date - This by-law shall come into force when enacted by
the directors, subject to the provisions of the Act.

13. REPEAL

        13.01 Repeal - Upon this by-law c6rping into force, By-law Number of the
Corporation is repealed provided that such repeal shall not affect the previous
operation of such by-law so repealed or affect the validity of any act done or
right, privilege, obligation or liability acquired or incurred under the
validity of any contract or agreement made pursuant to any such by-law prior to
its repeal.

        ENACTED by the board the   day of  (year)

        President       Secretary

        CONFIRMED by the shareholders the   day of    (year)

                        Secretary

(Corporate Seal)


Resolved that the foregoing by-law is hereby enacted by the directors of the
Corporation, pursuant to the Ontario Business Corporations Act as evidenced by
the respective signatures hereto of all the directors. Dated the day of (year)



In lieu of confirmation at a general meeting of the shareholders, we the
undersigned, being all of the shareholders of the Corporation entitled to vote
at a meeting of shareholders, hereby confirm in writing the above by-law in
accordance with the Ontario Business Corporations Act.

Dated the day of (year)



                                  BY-LAW NO.2

A by-law respecting the borrowing of money and the issuing of securities by:

(herein called the "Corporation")


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

        1. Without limiting the borrowing powers of the Corporation as set forth
in the Ontario Business Corporations Act (the "Act"), the Directors of the
Corporation may, from time to time without the authorization of the
Shareholders:

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

                (b) issue, re-issue, sell or pledge debt obligations of the
                    Corporation;

                (c) subject to Section 20 of the Act, give a guarantee on behalf
                    of the Corporation to secure performance of an obligation of
                    any person; and

                (d) charge, mortgage, hypothecate, pledge or otherwise create a
                    security interest in all or any property of the Corporation,
                    owned or subsequently acquired, to secure any obligation of
                    the Corporation.

        2. The Directors may, from time to time, by resolution delegate any or
all of the powers referred to in paragraph 1 of this by-law to a director, a
committee of directors or one or more officers of the Corporation.

ENACTED by the Directors and sealed with the Corporation's seal the day of
(year)

President

Secretary

Resolved that the foregoing by-law is hereby enacted by the directors of the
Corporation, pursuant to the Ontario Business Corporations Act as evidenced by
the respective signatures hereto of all the directors.

Dated the day of (year)


In lieu of confirmation at a general meeting of the shareholders, we the
undersigned, being all of the shareholders of the Corporation entitled i6 vote
at a meeting of shareholders, hereby confirm in writing the foregoing by-law in
accordance with the Ontario Business Corporations Act. Dated the day of (year)