<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>o15740exv2.txt
<DESCRIPTION>BYLAWS NO. 5 AND NO. 6
<TEXT>
<PAGE>

                                                                       EXHIBIT 2


                               CAMECO CORPORATION

                                  BYLAW NO. 5



              A BYLAW RESPECTING THE BORROWING OF MONEY, THE GIVING
             OF GUARANTEES, THE GIVING OF SECURITY AND THE SECURING
                      OF LIABILITIES BY CAMECO CORPORATION


<PAGE>


                               CAMECO CORPORATION

                                   BYLAW NO. 5

A Bylaw respecting the borrowing of money, the giving of guarantees, the giving
of security and the securing of liabilities by Cameco Corporation.

IT IS HEREBY ENACTED as a Bylaw of Cameco Corporation (hereinafter called the
"Corporation") as follows:

         The directors of the Corporation may from time to time:

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

         (b)      issue, reissue, sell or pledge debt obligations of the
                  Corporation, including without limitation, bonds, debentures,
                  notes or other evidences of indebtedness or guarantees of the
                  Corporation, whether secured or unsecured;

         (c)      subject to the provisions of the CANADA BUSINESS CORPORATIONS
                  ACT, give a guarantee on behalf of the Corporation to secure
                  performance of an obligation of any person;

         (d)      mortgage, hypothecate, pledge or otherwise create an interest
                  in or charge on all or any property of the Corporation, owned
                  or subsequently acquired, to secure payment of a debt or
                  performance of any other obligation of the Corporation; and

         (e)      delegate to one or more directors, a committee of directors or
                  one or more officers of the Corporation as may be designated
                  by the directors, all or any of the powers conferred by the
                  foregoing clauses of this Bylaw to such extent and in such
                  manner as the directors shall determine at the time of each
                  such delegation.

2.       This Bylaw shall come into force at, and be effective from, the time
         of its passing by the Board of Directors.

3.       Bylaw No. 2 of the Corporation enacted December 9, 1988, is repealed
         effective when this Bylaw comes into force without prejudice to any
         action taken thereunder prior to such repeal.

ENACTED the 3rd day of May, A.D. 1991

                                         "William A. Gatenby"
                                         --------------------------------------
                                         Chairman

                                         "Gary M.S. Chad"
                                         --------------------------------------
                                         Secretary


<PAGE>

                               CAMECO CORPORATION

                                   BYLAW NO. 6

               A BYLAW RELATING GENERALLY TO THE CONDUCT OF THE
                   BUSINESS AND AFFAIRS OF CAMECO CORPORATION


<PAGE>


                               TABLE OF CONTENTS






<TABLE>
<S>                                                                                                    <C>
PART 1 - GENERAL..................................................................................      1
  1.1 Definitions.................................................................................      1
  1.2 Interpretation..............................................................................      1
  1.3 Subordination...............................................................................      2

PART 2 - CORPORATE SEAL...........................................................................      2

PART 3 - EXECUTION OF CONTRACTS...................................................................      2
  3.1 Execution of Documents......................................................................      2
  3.2 Execution of Documents in Ordinary Course...................................................      2

PART 4 - SHARES AND TRANSFERS.....................................................................      3
  4.1 Certificates................................................................................      3
  4.2 Transfers...................................................................................      3
  4.3 Defaced, Lost or Destroyed Certificates.....................................................      3
  4.4 Dividend Disbursing Agents..................................................................      3
  4.5 Transfer Agent and Registrar................................................................      3

PART 5 - SHAREHOLDERS' MEETINGS...................................................................      3
  5.1 Waiver of Notice............................................................................      3
  5.2 Quorum......................................................................................      3
  5.3 Scrutineers.................................................................................      4
  5.4 Votes to Govern.............................................................................      4
  5.5 Electronic Meeting and Voting...............................................................      4
  5.6 Voting......................................................................................      4
  5.7 Ballot......................................................................................      4
  5.7 Proxy.......................................................................................      5
  5.8 Presiding Officers..........................................................................      5
  5.9 Persons Entitled to be Present..............................................................      5

PART 6 - DIRECTORS................................................................................      5
  6.1 Number......................................................................................      5
  6.2 Vacancies...................................................................................      5
  6.3 Election....................................................................................      5
  6.4 Remuneration and Expenses...................................................................      6

PART 7 - MEETINGS OF DIRECTORS....................................................................      6
  7.1 Convening of Meetings.......................................................................      6
  7.2 Canadian Majority at Meetings...............................................................      6
  7.3 Meetings by Telephone or Electronic Facility................................................      6
  7.4 Notice......................................................................................      6
  7.5 Waiver......................................................................................      7
  7.6 Adjournment.................................................................................      7
  7.7 Quorum......................................................................................      7
  7.8 Voting......................................................................................      7
  7.9 Presiding Officers .........................................................................      7
</TABLE>


<PAGE>


<TABLE>
<S>                                                                                                    <C>
PART 8 - OFFICERS................................................................................       7
  8.1 Appointment of Officers....................................................................       7
  8.2 Chair of the Board.........................................................................       8
  8.3 Chief Executive Officer....................................................................       8
  8.4 President..................................................................................       8
  8.5 Chief Operating Officer....................................................................       8
  8.6 Senior Vice-President......................................................................       8
  8.7 Chief Financial Officer....................................................................       9
  8.8 Secretary..................................................................................       9
  8.9 Duties of Officers may be Delegated........................................................       9

PART 9 - COMMITTEES..............................................................................

PART 10 - PROTECTION AND INDEMNITY OF DIRECTORS, OFFICERS
          AND OTHERS.............................................................................       9
  10.1 Disclosure of Conflict of Interest....................,...................................       9
  10.2 Validity of Agreement and Transactions where Conflict of Interest Exists..................      10
  10.3 Non-Liability for Acts....................................................................      10
  10.4 Approval of Contracts by Shareholders.....................................................      11
  10.5 Indemnification...........................................................................      11
  10.6 No Limitation of Rights...................................................................      11

PART 11 - DIVIDENDS..............................................................................      11
  11.1 Dividends.................................................................................      11
  11.2 Cash Dividends............................................................................      11
  11.3 Record Date for Dividends and other Rights................................................      12

PART 12 - VOTING SECURITIES IN OTHER BODIES CORPORATE............................................      12

PART 13 - NOTICES................................................................................      12
  13.1 Manner of Notice..........................................................................      12
  13.2 Electronic Delivery.......................................................................      13
  13.3 Notice Computation........................................................................      13
  13.4 Returned Notices..........................................................................      13
  13.5 Joint Holders.............................................................................      13
  13.6 Successor Bound...........................................................................      13
  13.7 Deceased Holder...........................................................................      13
  13.8 Signature.................................................................................      14
  13.9 Certificate of Office.....................................................................      14
  13.10 Common Notice............................................................................      14

PART 14 - FISCAL YEAR............................................................................      14

PART 15 - BANKING................................................................................      14

PART 16 - COMING INTO FORCE......................................................................      14

PART 17 - REPEAL.................................................................................      15
</TABLE>



                                       ii
<PAGE>


                               CAMECO CORPORATION

                                   BYLAW NO. 6


A Bylaw relating generally to the conduct of the business and affairs of Cameco
Corporation (hereinafter called the "Corporation").

IT IS HEREBY ENACTED as a Bylaw of the Corporation as follows:


                                PART 1. - GENERAL

   1.1    DEFINITIONS: In this Bylaw and all other Bylaws of the Corporation,
          unless specifically defined herein or the context otherwise specifies
          or requires, all terms which are defined in the Act should have the
          meanings given to such terms in the Act, and in particular:

         (a)      "Act" means the Canada Business Corporations Act, R.S.C. 1985,
                  c. C-44 and the regulations made thereunder;

         (b)      "Articles" means the articles of the Corporation from time to
                  time in force and effect;

         (c)      "Bylaws" means all Bylaws of the Corporation from time to time
                  in force and effect;

         (d)      "the directors", "Board" and "Board of directors" means the
                  Directors of the Corporation from time to time;

         (e)      "in writing" and "written" includes printing, typewriting,
                  lithographing and other modes of representing or reproducing
                  words in visible form; and

         (f)      Reference to any statute or statutory provision shall extend
                  to any amendment thereof or substitution therefor.

   1.2   INTERPRETATION: In this Bylaw and all other Bylaws of the Corporation,
         the following rules of interpretation shall apply:

         (a)      all references to a meeting of shareholders shall, unless the
                  context otherwise requires, include any meeting of only the
                  holders of a particular class or series of shares in the
                  Corporation that is required by the Act, by applicable law or
                  by the Articles;


<PAGE>
                                       2


         (b)      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 bodies corporate, corporations,
                  companies, partnerships, syndicates, trusts and any number or
                  aggregate of persons; and

         (c)      the headings used are inserted for reference purposes only and
                  are not to be considered or taken into account in construing
                  the terms or provisions thereof or to be deemed in any way to
                  clarify, modify or explain the effect of any such terms or
                  provisions.

1.3.     SUBORDINATION: The Bylaws are subordinate to, and should be read
         subject to the Act, the Articles, and any other applicable law.


                            PART 2. - CORPORATE SEAL

2.1.     The corporate seal of the Corporation shall be such as the Board of
         Directors may by resolution from time to time adopt.


                        PART 3. - EXECUTION OF CONTRACTS

3.1      EXECUTION OF DOCUMENTS: Contracts, documents or instruments in writing
         requiring execution by the Corporation may be signed by any two
         officers of the Corporation and all contracts, documents or instruments
         in writing so signed shall be binding upon the Corporation without any
         further authorization or formalities. The Board of Directors is
         authorized to appoint from time to time, by resolution, any officer or
         officers or any other person or persons on behalf of the Corporation
         either to sign contracts, documents or instruments in writing generally
         or to sign specific contracts, documents or instruments in writing.

         The corporate seal of the Corporation may, when required, be affixed to
         contracts, documents or instruments in writing signed as aforesaid by
         an officer or officers or person or persons appointed as aforesaid by
         resolution of the Board of Directors.

3.2      EXECUTION OF DOCUMENTS IN ORDINARY COURSE: Nothing contained herein
         shall restrict or in any way limit the authority of the directors,
         officers and employees of the Corporation to sign contracts, documents
         or instruments in writing on behalf of the Corporation in the ordinary
         course of business and such contracts, documents or instruments in
         writing when so signed shall be binding on the Corporation.



<PAGE>
                                       3

                         PART 4. - SHARES AND TRANSFERS

4.1      CERTIFICATES: Security certificates (and the transfer form on the
         reverse side thereof) shall be in such form as the Board of Directors
         may from time to time by resolution adopt.

4.2      TRANSFERS: No transfer shall be recorded or registered unless and until
         compliance has been made with any conditions of transfer stated in the
         Act and the Articles and unless or until the certificate representing
         the security to be transferred has been surrendered and cancelled or,
         if no certificate has been issued by the Corporation in respect of such
         security, unless or until a duly executed security transfer in respect
         thereof has been presented for registration.

4.3      DEFACED, LOST OR DESTROYED CERTIFICATES: If a security certificate is
         defaced, lost or destroyed, it may be replaced on payment of such fee,
         if any, and on such terms, if any, as to evidence and indemnity as the
         Board may determine.

4.4      DIVIDEND DISBURSING AGENTS: The Board may from time to time appoint a
         dividend disbursing agent to disburse dividends.

4.5      TRANSFER AGENT AND REGISTRAR: The Board may appoint or remove a
         transfer agent or a registrar and one or more branch transfer agents or
         registrars for the shares of the Corporation.

                         PART 5. - SHAREHOLDERS' MEETINGS

5.1      WAIVER OF NOTICE: Notice of any meeting of shareholders or any
         irregularity in any such meeting or in the notice thereof may be waived
         by any shareholder, the duly appointed proxy of any shareholder and any
         other person entitled to attend the meeting of shareholders, in any
         manner, and such waiver may be validly given either before or after the
         meeting to which such waiver relates. Attendance of any shareholder,
         any duly appointed proxy of any shareholder or any other person
         entitled to attend the meeting of shareholders is a waiver of notice of
         the meeting, except where that 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.

5.2      QUORUM: A quorum for any meeting of shareholders shall be a person or
         persons present and holding or representing by proxy not less than five
         (5) percent of the total number of issued and outstanding shares of the
         Corporation having voting rights at such meeting. No business shall be
         transacted at any meeting unless the requisite quorum shall be present
         at the commencement of such meeting, provided that if a quorum is
         present at the commencement of a meeting a quorum shall be deemed to be
         present during the remainder of the meeting.


<PAGE>
                                       4


5.3      SCRUTINEERS: At any meeting of shareholders, the chair of the meeting
         may with the consent of the meeting appoint one or more persons, who
         may be shareholders, to serve as scrutineers.

5.4      VOTES TO GOVERN: At any meeting of shareholders, unless a special
         resolution or some other special majority is required by the Act,
         applicable law or the Articles, all questions shall be decided by the
         majority of votes cast on the question. In case of an equality of
         votes, either upon a show of hands or its functional equivalent or by
         ballot, the chair of the meeting shall be entitled to a second or
         casting vote.

5.5      ELECTRONIC MEETING AND VOTING: Electronic Meeting and Voting: If the
         directors call a meeting of shareholders, they may determine that the
         meeting of shareholders shall be held entirely by means of a
         telephonic, electronic or other communication facility that permits all
         participants to communicate adequately with each other during the
         meeting, and any vote at that meeting of shareholders shall be held
         entirely by means of that communication facility. A meeting of
         shareholders may also be held at which some, but not all, persons
         entitled to attend may participate and vote by means of such a
         communication facility, if the Corporation makes one available. A
         person participating in a meeting by such means is deemed to be present
         at the meeting. Any vote at a meeting of shareholders may be also held
         entirely by means of a telephonic, electronic or other communication
         facility, if the Corporation makes one available, even if none of the
         persons entitled to attend otherwise participates in the meeting by
         means of a communication facility. For the purpose of voting, a
         communication facility that is made available by the Corporation must
         enable the votes to be gathered in a manner that permits their
         subsequent verification and permits the tallied votes to be presented
         to the Corporation without it being possible for the Corporation to
         identify how each shareholder or group of shareholders voted.

5.6      VOTING: Subject to the Act, applicable law and the Articles, and unless
         a ballot is demanded or required, voting at a meeting of shareholders
         shall be by way of a show of hands or the functional equivalent of a
         show of hands by means of electronic, telephonic or other communication
         facility. Upon a show of hands, or its functional equivalent, each
         person present and entitled to vote at a meeting shall have one vote
         and a declaration by the chair of the meeting that any question has
         been carried, carried by a particular majority or not carried and an
         entry to that effect in the minutes of the meeting shall be conclusive
         evidence of the fact without proof of the number or proportion of votes
         recorded in favour of or against the motion and the result of the vote
         so taken and declared shall be the decision of the shareholders upon
         the said question.

5.7      BALLOT: The chair of the meeting or any shareholder or proxy entitled
         to vote thereat may require or demand a ballot upon any question,
         either before or after any vote by show of hands, but such requirement
         or demand may be withdrawn at any time prior to the taking of the
         ballot. Any ballot shall be taken in such manner as the chair of the
         meeting shall direct or as provided by the electronic, telephonic or
         other communication facility through which votes may be cast. On a
         ballot, each shareholder present in person or by proxy shall be
         entitled, in respect of the shares which such shareholder is entitled
         to vote



<PAGE>
                                       5


         at the meeting upon the question, to the number of votes provided by
         the Articles and the result of the ballot so taken shall be the
         decision of the shareholders upon the said question.

5.7      PROXY: An instrument of proxy shall be in writing executed by the
         shareholder or the shareholder's attorney and shall conform with the
         requirements of the Act and any requirements established by the Board
         or shall be otherwise acceptable to the chair of the meeting at which
         the instrument of proxy is to be used.

5.8      PRESIDING OFFICERS: The chair of any meeting of shareholders shall be
         the first mentioned of such of the following persons who is also a
         director, and is present at the meeting; the Chair of the Board, the
         Chief Executive Officer or the President. In the absence of any such
         persons, the shareholders shall choose one of their number to chair the
         meeting. The secretary of the meeting shall be the Secretary of the
         Corporation, or if the Secretary is not present, any Assistant
         Secretary of the Corporation. Notwithstanding the above, the chair of
         the meeting, at the chair's sole discretion, may appoint a person, who
         need not be a shareholder, to act as secretary of the meeting.

5.9      PERSONS ENTITLED TO BE PRESENT: The only persons entitled to be present
         at a meeting of shareholders shall be those entitled to vote thereat,
         the directors and auditors of the Corporation and others who, although
         not entitled to vote, are entitled or required by the Act, applicable
         law, the Articles or the Bylaws to be present. Any other person may be
         admitted only with the consent of the chair of the meeting or with the
         consent of the meeting.

                               PART 6. - DIRECTORS

6.1      NUMBER: The number of directors shall be the number fixed by the
         Articles, or where the Articles specify a variable number, the number
         shall not be less than the minimum and not more than the maximum number
         so specified and shall be determined from time to time within such
         limits by resolution of the Board of Directors. A majority of the
         directors of the Corporation shall be resident Canadians.

6.2      VACANCIES: Where there is a vacancy or vacancies in the Board of
         Directors, the remaining directors may exercise all the powers of the
         Board so long as a quorum of the Board remains in office. Subject to
         the Act, where a vacancy occurs in the Board of Directors, and a quorum
         of directors remains, the directors remaining in office may appoint a
         qualified person to fill the vacancy for the remainder of the term.

6.3      ELECTION: A director may be elected for an expressly stated term, and
         if so elected ceases to hold office at the expiration of such term. A
         director not elected for an expressly stated term of office shall hold
         office from the date of the meeting at which he is elected until the
         annual meeting next following; provided that a retiring director shall
         retain office until the adjournment or termination of the meeting at
         which his successor is elected or appointed unless such meeting was
         called for the purpose of removing him from office as a director in
         which case the director so removed shall vacate office



<PAGE>
                                       6


         forthwith upon the passing of the resolution for his removal. Retiring
         directors, if qualified, are eligible for re-election or reappointment.

6.4      REMUNERATION AND EXPENSES: The directors shall be paid such
         remuneration for their services as the Board may from time to time
         determine. The directors shall also be paid their reasonable
         out-of-pocket expenses incurred in attending meetings of the directors,
         shareholders or committees of the Board or otherwise in the performance
         of their duties.

                         PART 7. - MEETINGS OF DIRECTORS

7.1      CONVENING OF MEETINGS: A meeting of the Board of Directors may be
         convened by the Chair of the Board, the Chief Executive Officer, the
         President or any two (2) directors at any time and the Secretary shall,
         upon direction of any of the foregoing, convene a meeting of the Board
         of Directors. A meeting of any committee may be convened by the chair
         of the committee or any two (2) members of the committee and the
         Secretary shall, upon the direction of either of the foregoing, convene
         a meeting of the said committee. Except as otherwise provided by the
         Act and the Bylaws, the directors, either as a Board or as a committee
         thereof, may convene, adjourn and otherwise regulate their meetings as
         they think fit.

7.2      CANADIAN MAJORITY AT MEETINGS: The directors shall not transact
         business at a meeting, other than filling a vacancy in the board,
         unless a majority of the directors present are resident Canadians or if
         a resident Canadian director who is unable to be present approves in
         writing or by telephonic, electronic or other communication facility,
         the business transacted at the meeting and a majority of resident
         Canadian directors would have been present had that director been
         present.

7.3      MEETINGS BY TELEPHONIC OR ELECTRONIC FACILITY: Subject to the
         requirements of the Act, any director may participate in a meeting of
         the Board or any committee by means of a telephonic, electronic or
         other communication facility that permits all persons participating in
         the meeting to communicate adequately with each other. Each director so
         participating shall be deemed to be present at such meeting and such
         meeting shall be deemed to be held at the place specified in the notice
         calling such meeting.

7.4      NOTICE: Notice of the time and place of each meeting of the Board and
         of any committee of the Board shall be given in the manner provided in
         Part 13 to each director or member, as the case may be. If notice is
         given by personal delivery, by electronic mail, facsimile or other like
         form of electronic communication, it must be given not less than
         forty-eight (48) hours before the time when the meeting is to be held.
         If notice is given by mail, it must be given not less than ninety-six
         (96) hours before the time when the meeting is to be held.
         Notwithstanding the foregoing, meetings of the Board or of any
         committee of the Board may be held at any time without formal notice if
         all the directors are present (including being present by way of any of
         the means specified in Section 7.3) or if all of the absent directors
         waive notice.


<PAGE>
                                       7


         For the first meeting of the Board of Directors or of any committee of
         the Board to be held immediately following the election of directors at
         an annual or general meeting of the shareholders or for a meeting of
         the Board of Directors or a committee thereof at which a director or
         member is appointed to fill a vacancy in the Board or committee, no
         notice need be given to the newly elected or appointed directors or
         members in order for the meeting to be duly constituted, provided a
         quorum is present.

7.5      WAIVER: Notice of any meeting of the Board of Directors or of any
         committee of the Board of Directors or any irregularity in any meeting
         or in the notice thereof may be waived by any director in any manner,
         and such waiver may be validly given either before or after the meeting
         to which such waiver relates.

7.6      ADJOURNMENT: Any meeting of the Board of Directors or of any
         committee of the Board of Directors may be adjourned from time to time
         by the chair of the meeting, with the consent of the meeting, to an
         announced time and place and no notice of the time and place for the
         holding of the adjourned meeting need be given to any director. Any
         adjourned meeting shall be duly constituted if held in accordance with
         the terms of the adjournment and if a quorum is present thereat. The
         directors who formed a quorum at the original meeting are not required
         to form the quorum at the adjourned meeting. If there is no quorum
         present at the adjourned meeting, the original meeting shall be deemed
         to have terminated forthwith after its adjournment.

7.7      QUORUM: A quorum for any meeting of the Board of Directors of the
         Corporation shall consist of a majority of the directors of the
         Corporation or such other number as the directors may by resolution
         from time to time determine. Notwithstanding any vacancy among the
         directors, a quorum of directors may exercise all the powers of the
         directors.

7.8      VOTING: Questions arising at any meeting of directors shall be
         determined by a majority of votes of the directors present, and in the
         case of an equality of votes the chair of the meeting shall not have a
         second or casting vote.

7.9      PRESIDING OFFICERS: The chair of any meeting of the Board shall be the
         Chair of the Board. If he is not present at the meeting, the directors
         shall choose one of their number to chair the meeting.

                               PART 8. - OFFICERS

8.1      APPOINTMENT OF OFFICERS: The directors shall from time to time appoint
         a Chief Executive Officer, a President, and a Secretary. The directors
         may from time to time, as deemed advisable, appoint a Chair of the
         Board, a Chief Operating Officer, one or more Senior Vice-Presidents, a
         Chief Financial Officer, a Vice-Chair, and one or more Assistant
         Secretaries. The directors may additionally from time to time designate
         other offices and appoint persons to such offices, as deemed necessary.
         Subject to the provisions of the Act, the directors may by resolution
         designate, vary, add to or limit the duties and powers of any officer.


<PAGE>
                                       8


         A director may be appointed to any office of the Corporation; but none
         of the officers except the Chair of the Board need be a director of the
         Corporation. Two or more offices of the Corporation may be held by the
         same person. In addition to the Chair of the Board, only the Chief
         Executive Officer and the President shall be eligible to be elected to
         the Board.

8.2      CHAIR OF THE BOARD: The Chair of the Board shall, if present, preside
         as chair at all meetings of the Board of Directors and of shareholders.
         He shall sign such contracts, documents and instruments in writing as
         require his signature and shall have such other powers and shall
         perform such other duties as may from time to time be assigned to him
         by resolution of the Board of Directors.

8.3      CHIEF EXECUTIVE OFFICER: The Chief Executive Officer shall report to
         the directors and shall exercise overall management and direction of
         the Corporation. In the absence of the Chair of the Board, the Chief
         Executive Officer shall, when present, preside as chair at all meetings
         of shareholders. He shall sign such contracts, documents or instruments
         in writing as require his signature and shall have such other powers
         and shall perform such other duties as may from time to time be
         assigned to him by resolution of the directors or as are incident to
         his office.

8.4      PRESIDENT: The President shall report to the Chief Executive Officer
         and shall, subject to the direction of the Chief Executive Officer,
         have general supervision and control over the business and affairs of
         the Corporation. In the absence of the Chair of the Board and the Chief
         Executive Officer, the President shall, when present, preside as chair
         at all meetings of shareholders. He shall sign such contracts,
         documents or instruments in writing as require his signature and shall
         have such other powers and shall perform such other duties as may from
         time to time be assigned to him by resolution of the directors or as
         are incident to his office.

8.5      CHIEF OPERATING OFFICER: If the Chief Operating Officer is not also the
         President he shall report to the President and shall, subject to the
         direction of the President, have the general supervision of the
         operations of the Corporation.

8.6      SENIOR VICE-PRESIDENT: The Senior Vice-President or, if more than one,
         the Senior Vice-Presidents in order of their appointment, or as
         otherwise determined by the directors, 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 as the President. The Senior
         Vice-President or, if more than one, the Senior Vice-Presidents shall
         sign such contracts, documents or instruments in writing as shall
         require his or their signatures and shall also have such other powers
         and shall perform such other duties as may from time to time be
         assigned to him or them by resolution of the directors.


<PAGE>
                                       9


8.7      CHIEF FINANCIAL OFFICER: The Chief Financial Officer shall report to
         the President and shall, subject to the direction of the President,
         have the general supervision of the financial affairs of the
         Corporation. In addition, subject to the provisions of any resolution
         of the directors, the Chief Financial Officer 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 depositaries as the directors may by
         resolution direct. He shall prepare and maintain adequate accounting
         records. He shall sign such contracts, documents or instruments in
         writing as require his signature and shall have such other powers and
         shall perform such other duties as may from time to time be assigned to
         him by resolution of the directors or as are incident to his office.

8.8      SECRETARY: The Secretary shall give or cause to be given notices for
         all meetings of directors, any committee of directors and shareholders
         when directed to do so and shall, subject to the provisions of the Act,
         maintain the records, documents and registers of the Corporation. He
         shall sign such contracts, documents or instruments in writing as
         require his signature and shall have such other powers and shall
         perform such other duties as may from time to time be assigned to him
         by resolution of the directors or as are incident to his office.

8.9      DUTIES OF OFFICERS MAY BE DELEGATED: In case of the absence or
         inability or refusal to act of any officer of the Corporation or for
         any other reason that the Board may deem sufficient, the directors may
         delegate all or any of the powers of such officer to any other officer
         or to any director for the time being.

                              PART 9. - COMMITTEES

9.1      The Board may create, and prescribe the duties and terms of reference
         of, such committee or committees of directors as it may from time to
         time determine necessary to more effectively permit the efficient
         direction of the business and affairs of the Corporation. The Board may
         delegate to such committee or committees any of the powers of the Board
         except those which under the Act must be exercised by the Board itself,
         provided that any such delegation shall not limit the ability of the
         Board to make decisions on any subject matter so delegated. The
         procedures of any such committee or committees of the Board shall,
         except as otherwise determined by the Board, be those applicable to the
         Board, as set out in Part 7 of these Bylaws.

                PART 10. - PROTECTION AND INDEMNITY OF
                           DIRECTORS, OFFICERS AND OTHERS

10.1     DISCLOSURE OF CONFLICT OF INTEREST: A director or officer of the
         Corporation who is a party to a material contract or material
         transaction, whether made or proposed, with the Corporation, or is a
         director or an officer or an individual acting in a similar capacity of
         a party to a material contract or material transaction, whether made or
         proposed, with the Corporation, or has a material interest in any
         person who is a party to a material contract or material transaction,
         whether made or proposed, with the Corporation shall disclose



<PAGE>
                                       10


          the nature and extent of his interest at the time and in the manner
          provided in the Act. Except as provided in the Act, no such director
          of the Corporation shall vote on any resolution to approve such
          contract or transaction.

10.2      VALIDITY OF AGREEMENTS AND TRANSACTIONS WHERE CONFLICT OF INTEREST
          EXISTS: A contract or transaction for which the disclosure in section
          10.1 is required is not invalid, and the director or officer is not
          accountable to the Corporation or its shareholders for any profit
          realized from the contract or transaction, because of the director's
          or officer's interest in the contract or transaction or because the
          director was present at or was counted to determine the presence of a
          quorum at a meeting of directors or committee of directors that
          considered the contract or transaction, if:

          A.       the director or officer disclosed his interest in accordance
                   with the provisions of the Act;

          B.       the contract or transaction was approved by the directors;
                   and

          C.       the contract or transaction was reasonable and fair to the
                   Corporation at the time it was approved.

          Even if the conditions of A to C above are not met, a director or
          officer, acting honestly and in good faith, is not accountable to the
          Corporation or to its shareholders for any profit realized from a
          contract or transaction for which the disclosure in section 10.1 is
          required and the contract or transaction is not invalid by reason only
          of the interest of the director or officer in the contract or
          transaction, if:

          A.       the contract or transaction is approved or confirmed by
                   special resolution at a meeting of the shareholders;

          B.       disclosure of the interest was made to the shareholders in a
                   manner sufficient to indicate its nature before the contract
                   or transaction was approved or confirmed; and

          C.       the contract was reasonable and fair to the Corporation at
                   the time it was approved or confirmed.

10.3      NON-LIABILITY FOR ACTS: Subject to the Act, no director or officer
          shall be liable for the acts, receipts, neglects or defaults of any
          other person 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,
          for or on behalf of the Corporation or for the insufficiency or
          deficiency of any security in or upon which any moneys of the
          Corporation are invested or for any loss or damages arising from the
          bankruptcy, insolvency or tortious act of any person with whom any
          moneys, securities or other properties of the Corporation are lodged
          or deposited or for any other loss, damage or misfortune whatever
          which may arise out of the execution of the duties of his office or in
          relation thereto.
<PAGE>
                                       11


10.4     APPROVAL OF CONTRACTS BY SHAREHOLDERS: Subject to the Act, any contract
         entered into or action taken or omitted by or on behalf of the
         Corporation shall, if approved by a resolution of the shareholders, be
         deemed for all purposes to have had the prior authorization of all the
         shareholders.

10.5     INDEMNIFICATION: To the fullest extent permitted by the Act or
         otherwise by law, the Corporation shall indemnify a director or officer
         of the Corporation, a former director or officer of the Corporation, or
         another individual who acts or acted at the Corporation's request as a
         director or officer or an individual acting in a similar capacity of
         another entity, against all costs, charges and expenses, including an
         amount paid to settle an action or satisfy a judgment, reasonably
         incurred by the individual in respect of any civil, criminal,
         administrative, investigative or other proceeding in which the
         individual is involved because of that association with the Corporation
         or other entity, provided the individual:

         A.       acted honestly and in good faith with a view to the best
                  interests of the Corporation, or, as the case may be, to the
                  best interests of the other entity for which the individual
                  acted as director or officer or in a similar capacity at the
                  Corporation's request; and

         B.       in the case of a criminal or administrative action or
                  proceeding that is enforced by a monetary penalty, the
                  individual had reasonable grounds for believing that the
                  individual's conduct was lawful.


         The Corporation shall advance moneys to a director, officer or other
         individual for the costs, charges and expenses of such proceedings. The
         individual shall repay the moneys if the individual does not fulfill
         the conditions of A and B above.

10.6     NO LIMITATION OF RIGHTS: The foregoing provisions of this Part 10 shall
         be in amplification of and in addition to, and not by way of limitation
         of or substitution for, any rights, immunities or protection conferred
         upon by any director, officer or other person by any statute, law,
         matter or thing whatsoever.

                              PART 11. - DIVIDENDS

11.1     DIVIDENDS: The Board may from time to time declare and the Corporation
         may pay dividends on its issued shares to its shareholders according to
         their respective shareholdings in the Corporation as they appear from
         the Corporation's register.

11.2     CASH DIVIDENDS: A dividend payable in cash shall be paid by cheque
         drawn either on the bankers of the Corporation or the bankers of its
         dividend disbursing agent to the order of each registered holder of
         shares of the class or series in respect of which the dividend has been
         declared, and mailed by pre-paid ordinary mail to such registered
         holder at his recorded address or to such other address as the holder
         directs. In the case of joint holders, the cheque shall, unless such
         joint holders otherwise direct, be made payable to



<PAGE>
                                       12


         the order of all such joint holders. The mailing of such cheque as
         aforesaid, unless the same is not paid on due presentation, shall
         satisfy and discharge the liability for the dividend to the extent of
         the sum represented thereby plus the amount of any tax which the
         Corporation is required to and does withhold. All dividends unclaimed
         for six (6) years after the date of declaration shall be forfeited to
         the Corporation.

11.3     RECORD DATE FOR DIVIDENDS AND OTHER RIGHTS: For the purpose of
         determining the person entitled to receive payment of any dividend or
         for any other purpose, except the right to receive notice of or to vote
         at a meeting of shareholders, the Board may fix in advance a date
         preceding the date for the particular action by not more than sixty
         (60) days for the determination of such persons. Notice of such date
         shall be given not less than seven (7) days prior to such date:

         A.       by advertisement in a newspaper distributed in the place where
                  the Corporation has its registered office and in each place in
                  Canada where it has a transfer agent or where a transfer of
                  its shares may be recorded; and

         B.       by written notice to each stock exchange in Canada on which
                  the shares of the Corporation are listed for trading.

                PART 12. - VOTING SECURITIES IN OTHER BODIES CORPORATE

12.1     All securities of any other body corporate carrying voting rights held
         from time to time by the Corporation may be voted at all meetings of
         shareholders, bondholders, debenture holders or holders of such
         securities, as the case may be, of such other body corporate, in such
         manner and by such person or persons as the Board of Directors of the
         Corporation shall from time to time determine by resolution. Any two
         officers of the Corporation may also from time to time execute and
         deliver for and on behalf of the Corporation instruments of proxy
         and/or arrange for the issuance of voting certificates and/or other
         evidences of the right to vote in such names as may determine without
         the necessity of a resolution or other action by the Board of
         Directors.

                                PART 13. - NOTICES

13.1     MANNER OF NOTICE: Any notice (which includes any communication or
         document) to be given (which term includes sent, delivered or served)
         pursuant to the Act, applicable law, the Articles, the Bylaws, or
         otherwise to a shareholder, director, officer, auditor or member of a
         committee of the Board shall be sufficiently given, if delivered
         personally to the person to whom it is to be given or if delivered to
         his latest address as shown on the records of the Corporation, or if
         mailed to him at his said address by prepaid ordinary or air mail, or
         if sent to him by facsimile at his said address. A notice so delivered
         shall be deemed to have been given when it is delivered personally or
         to the said address as aforesaid; a notice so mailed shall be deemed to
         have been given when deposited in a



<PAGE>
                                       13


         post office or public letter box, a notice so sent by facsimile shall
         be deemed to have been given when dispatched. The Secretary may change
         or cause to be changed the recorded address of any shareholder,
         director, officer, auditor or member of a committee of the Board in
         accordance with any information believed by the Secretary to be
         reliable.

13.2     ELECTRONIC DELIVERY: Provided the addressee has consented in writing or
         electronically in accordance with the Act, the Corporation may satisfy
         the requirement to send any notice or document referred to in section
         13.1 by creating and providing an electronic document in compliance
         with the Act. An electronic document is deemed to have been received
         when it enters the information system designated by the addressee or,
         if the document is posted on or made available through a generally
         accessible electronic source, when the addressee receives notice in
         writing of the availability and location of that electronic document,
         or, if such notice is sent electronically, when it enters the
         information system designated by the addressee.

13.3     NOTICE COMPUTATION: In computing the time when notice must be given
         under any provision requiring a specified number of hours notice of any
         meeting or other event, the hour of giving the notice and the hour of
         commencement of the meeting shall be excluded, and in computing the
         date when notice must be given under any provision requiring a
         specified number of days' notice of any meeting or other event, the
         date of giving the notice shall be excluded and the date of the meeting
         or other event shall be included.

13.4     RETURNED NOTICES: Where notices or other documents required to be given
         by the Corporation to its shareholders have been mailed to a
         shareholder at the shareholder's latest address as shown on the records
         of the Corporation and where, on two (2) consecutive occasions, notices
         or other documents have been returned, the Corporation is not required
         to send to the shareholder any further notices or other documents until
         such time as the Corporation receives written notice from the
         shareholder requesting that notices and other documents be sent to the
         shareholder at a specified address.

13.5     JOINT HOLDERS: All notices or other documents shall, with respect to
         any shares in the capital of the Corporation registered in more than
         one name, 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 of such document to all the
         holders of such shares.

13.6     SUCCESSOR BOUND: Every person who by operation of law, transfer or by
         any other means whatsoever shall become entitled to any shares in the
         capital of the Corporation shall be bound by every notice or other
         document in respect of such shares which prior to his name and address
         being entered on the records of the Corporation shall have been duly
         given to the person or persons from whom he derives his title to such
         shares.

13.7     DECEASED HOLDER: Any notice or other document given by mail shall,
         notwithstanding that such shareholder be then deceased and whether or
         not the Corporation has notice of his death, be deemed to have been
         duly served in respect of the shares held by such shareholder (whether
         held solely or with other persons) until some other person be entered
         in his stead in the records of the Corporation as the holder or one of
         the holders
<PAGE>
                                       14


         thereof and such service shall for all purposes be deemed a sufficient
         service of such notice or other document on his heirs, executors or
         administrators and all persons (if any), interested with him is such
         shares.

13.8     SIGNATURE: The signature of any director or officer of the Corporation
         to any notice may be written, stamped, typewritten or printed, or
         partly written, stamped, typewritten or printed.

13.9     CERTIFICATE OF OFFICE: A certificate of any officer of the Corporation
         holding office at the time of the making of the certificate or of a
         transfer officer or any transfer agent or branch transfer agent of
         shares of any class of the Corporation as to facts in relation to the
         mailing or delivery or service of any notice or other document to any
         shareholder, director, officer, auditor or member of any committee of
         the Board 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 or member of any
         committee of the Board, as the case may be.

13.10    COMMON NOTICE: A special meeting and the annual general meeting of
         shareholders of the Corporation may be convened by one and the same
         notice, and it shall be no objection to the said notice that it only
         convenes the second meeting contingently on any resolution being passed
         by the requisite majority at the first meeting.

                             PART 14. - FISCAL YEAR

14.1     The fiscal year of the Corporation shall terminate on such day in each
         year as the Board of Directors may from time to time by resolution
         determine.

                               PART 15. - BANKING

15.1     The bank accounts of the Corporation shall be kept with such banks,
         trust companies, other firms or bodies corporate as the Board may from
         time to time determine. The Board may appoint any person or persons as
         authorized signatories on any such bank accounts as it may from time to
         time determine.

                          PART 16. - COMING INTO FORCE

16.1     This Bylaw shall come into force at, and be effective from, the time of
         its passing by the Board of Directors.



<PAGE>
                                       15


                                PART 17. - REPEAL

17.1     Bylaw No. 4 of the Corporation enacted May 3, 1991 is repealed
         effective when this Bylaw comes into force without prejudice to any
         action taken thereunder prior to such repeal. All directors, officers
         and other persons acting under the repealed Bylaw shall continue to act
         as if elected or appointed under the provisions of this Bylaw. All
         resolutions with continuing effect of the Board, committees of the
         Board and shareholders shall continue in effect except to the extent
         inconsistent with this Bylaw.


ENACTED the 7th day of February, 2002.



                                      "Bernard Michel"
                                      ------------------------------------------
                                      Chair

                                      "Gary M.S. Chad"
                                      ------------------------------------------
                                      Secretary

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</DOCUMENT>
