<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>ex4-2form_s8.txt
<DESCRIPTION>EXHIBIT 4.2
<TEXT>
                                                                     EXHIBIT 4.2
                                                                     -----------



                                  BY-LAW NO. 1

================================================================================

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

                         PRECISION DRILLING CORPORATION

================================================================================
                                    CONTENTS

         One               - Interpretation
         Two               - Business of the Corporation
         Three             - Borrowing and Securities
         Four              - Directors
         Five              - Committees
         Six               - Officers
         Seven             - Protection of Directors, Officers and Others
         Eight             - Shares
         Nine              - Dividends and Rights
         Ten               - Meetings of Shareholders
         Eleven            - Divisions and Departments
         Twelve            - Notices
         Thirteen          - Effective Date

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


                                  SECTION ONE
                                 INTERPRETATION
                                 --------------

1.01     DEFINITIONS - In the by-laws of the Corporation, unless the context
otherwise requires:

         "Act" means the BUSINESS CORPORATIONS ACT, S.A. 2000. c B-9, and any
         statute that may be substituted therefor, as from time to time amended;

         "appoint" includes "elect" and vice versa;

         "articles" means the articles attached to the certificate of
         amalgamation dated the 1st day of January, 2002 of the Corporation as
         from time to time amended or restated;

         "Board" means the board of directors of the Corporation;

         "by-laws" means this by-law and all other by-laws of the Corporation
         from time to time in force and effect;


<PAGE>
                                       2


         "Corporation" means the corporation incorporated by a certificate of
         amalgamation under the Act and named:

         Precision Drilling Corporation

         "meeting of shareholders" means an annual meeting of shareholders and a
         special meeting of shareholders;

         "non-business day" means Saturday, Sunday and any other day that is a
         holiday as defined in THE INTERPRETATION ACT, RSA 2000 cl-8;

         "recorded address" means in the case of a shareholder that person's
         address as recorded in the securities register of the Corporation; and
         in the case of joint shareholders the address appearing in the
         securities register in respect of such joint holding or the first
         address so appearing if there are more than one; and in the case of a
         director, officer, auditor or member of a committee of the board, that
         person's latest address as recorded in the records of the Corporation;

         "signing officer" means, in relation to any instrument, any person
         authorized to sign the same on behalf of the Corporation by Section
         2.02 or by a resolution passed pursuant thereto;

         "special meeting of shareholders" means a special meeting of all
         shareholders entitled to vote at an annual meeting of shareholders;

save as aforesaid, words and expressions defined in the Act have the same
meanings when used herein; and words importing the singular number include the
plural and vice versa; words importing gender include the masculine, feminine
and neuter genders; and words importing persons include individuals, bodies
corporate, partnerships, trusts and unincorporated organizations.


                                  SECTION TWO
                           BUSINESS OF THE CORPORATION
                           ---------------------------

2.01     REGISTERED OFFICE - Until changed in accordance with the Act, the
registered office of the Corporation shall be at the City of Calgary in the
Province of Alberta and at such location therein as the Board may from time to
time determine.

2.02     EXECUTION OF INSTRUMENTS - Unless determined otherwise by the Directors
of the Corporation, all deeds, transfers, assignments, contracts, obligations,
certificates and other instruments may be signed on behalf of the Corporation by
such officer or officers or other persons as the Board may direct, by
resolution, from time to time. In addition, the Board may from time to time
direct the manner in which the person or persons by whom any particular
instrument or class of instruments may or shall be signed. Any signing officer
may affix the corporate seal to any instrument requiring the same.

2.03     BANKING ARRANGEMENTS - The banking business of the Corporation
including, without limitation, the borrowing of money and the giving of security
therefor, shall be transacted with such banks, trust companies or other bodies
corporate or organizations as may from time to time be designated by or under
the authority of the Board. Such
<PAGE>
                                       3


banking business or any part thereof shall be transacted under such agreements,
instructions and delegations of powers as the Board may from time to time
prescribe or authorize.

2.04     VOTING RIGHTS IN OTHER BODIES CORPORATE - The signing officers of the
Corporation may execute and deliver proxies and arrange for the issuance of
voting certificates or other evidence of the right to exercise the voting rights
attaching to any securities held by the Corporation. Such instruments,
certificates or other evidence shall be in favour of such person or persons as
may be determined by the officers executing such proxies or arranging for the
issuance of voting certificates or such other evidence of the right to exercise
such voting rights. In addition, the Board may from time to time direct the
manner in which and the person or persons by whom any particular voting rights
or class of voting rights may or shall be exercised.

2.05     WITHHOLDING INFORMATION FROM SHAREHOLDERS - Subject to the provisions
of the Act, no shareholder shall be entitled to discovery of any information
respecting any details or conduct of the Corporation's business which, in the
opinion of the Board, would be inexpedient in the interests of the shareholders
or the Corporation to communicate to the public. The Board may from time to time
determine whether and to what extent and at what time and place and under what
conditions or regulations the accounts, records and documents of the Corporation
or any of them shall be open to the inspection of shareholders and no
shareholder shall have any right of inspecting any account, record or document
of the Corporation except as conferred by the Act or authorized by the Board or
by resolution passed at a general meeting of shareholders.


                                 SECTION THREE
                            BORROWING AND SECURITIES

3.01     BORROWING POWER - Without limiting the borrowing powers of the
Corporation as set forth in the Act, the Board may from time to time:

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

         (b)   issue, reissue, sell or pledge bonds, debentures, notes or other
               evidence of indebtedness or guarantee of the Corporation, whether
               secured or unsecured;

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

         (d)   mortgage, hypothecate, pledge or otherwise create an interest in
               or charge upon all or any property (including the undertaking and
               rights) of the Corporation, owned or subsequently acquired, by
               way of mortgage, hypothec, pledge or otherwise, to secure payment
               of any such evidence of indebtedness or guarantee of the
               Corporation.

Nothing in this Section limits or restricts the borrowing of money by the
Corporation on bills of exchange or promissory notes made, drawn, accepted or
endorsed by or on behalf of the Corporation.

<PAGE>
                                       4


3.02     DELEGATION - The Board may from time to time delegate to such one or
more of the directors and officers of the Corporation as may be designated by
the Board all or any of the powers conferred on the Board by Section 3.01 or by
the Act to such extent and in such manner as the Board shall determine at the
time of each such delegation.


                                  SECTION FOUR
                                    DIRECTORS

4.01     NUMBER OF DIRECTORS AND QUORUM - Until changed in accordance with the
Act, the Board shall consist of not fewer than three (3) directors. Subject to
Section 4.08, the quorum for the transaction of business at any meeting of the
Board shall consist of a majority of the number of directors then elected or
such greater or lesser number of directors as the Board may from time to time
determine.

4.02     QUALIFICATION - No person shall be qualified for election as a director
if such person (i) is less than 18 years of age; (ii) is a dependent adult as
defined in The Dependent Adults Act or is the subject of a certificate of
incapacity under that Act; (iii) is a formal patient as defined in The Mental
Health Act; (iv) is the subject of an order under The Mentally Incapacitated
Persons Act appointing a committee for that person or that person's estate or
both; (v) has been found to be a person of unsound mind by a court elsewhere
than in Alberta; (vi) is not an individual; or (vii) has the status of a
bankrupt. A director need not be a shareholder. At least half of the directors
shall be resident Canadians.

4.03     ELECTION AND TERM - The election of directors shall take place at the
first meeting of shareholders and at each annual meeting of shareholders and all
the directors then in office shall retire but, if qualified, shall be eligible
for re-election. The number of directors to be elected at any such meeting shall
be the number of directors then in office unless the shareholders otherwise
determine. The election shall be by resolution. If any election of directors is
not held at the proper time, the incumbent directors shall continue in office
until their successors are elected.

4.04     REMOVAL OF DIRECTORS - Subject to the provisions of the Act, the
shareholders may by resolution passed at a special meeting remove any director
from office and the vacancy created by such removal may be filled at the same
meeting failing which it may be filled by the directors.

4.05     VACATION OF OFFICE - A director ceases to hold office when such person
dies, is removed from office by the shareholders, ceases to be qualified for
elector as a director, or such person's written resignation is sent or delivered
to the Corporation, or if a time is specified in such resignation, at the time
so specified, whichever is later.

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

4.07     ACTION BY THE BOARD - Subject to any unanimous shareholder agreement,
the Board shall manage the business and affairs of the Corporation. Subject to
Sections 4.08 and 4.09, the powers of the Board may be exercised by resolution
passed at a meeting at which a quorum is present or by resolution in writing
signed in part or in counterpart by

<PAGE>
                                       5


all the directors entitled to vote on that resolution at a meeting of the Board.
Where there is a vacancy in the Board, the remaining directors may exercise all
the powers of the Board so long as a quorum remains in office.

4.08     RESIDENCE - The Board shall not transact business at a meeting, other
than filling a vacancy in the Board, unless at least half of the directors
present are resident Canadians, except where:

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

         (b)   the number of resident Canadian directors present at the meeting
               together with any resident Canadian director who gives their
               approval under Clause (a), totals at least half of the directors
               present at the meeting.

4.09     MEETINGS BY TELEPHONE - If all the directors consent, a director may
participate in a meeting of the Board or of a committee of the Board by means of
such telephone or other communications facilities as permit all persons
participating in the meeting to hear each other, and a director participating in
such a meeting by such means is deemed to be present at the meeting. Any such
consent shall be effective whether given before or after the meeting to which it
relates and may be given with respect to all meetings of the Board and of
committees of the Board held while a director holds office.

4.10     PLACE OF MEETING - Meetings of the Board may be held at any place in or
outside Canada.

4.11     CALLING OF MEETING - Meetings of the Board shall be held from time to
time and at such place as the chairman of the Board, the managing director, the
president or any two directors may determine.

4.12     NOTICE OF MEETING - Notice of the time and place of each meeting of the
Board shall be given in the manner provided in Section 12.01 to each director
not less than 24 hours before the time when the meeting is to be held. A notice
of a meeting of directors need not specify the purpose of or the business to be
transacted at the meeting except where the Act requires such purpose or business
to be specified, including any proposal to:

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

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

         (c)   issue securities;

         (d)   declare dividends;

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

         (f)   pay a commission for the sale of shares;

<PAGE>
                                       6


         (g)   approve a prospectus or management proxy circular;

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

         (i)   approve any annual financial statements; or

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

A director may in any manner waive notice of or otherwise consent to a meeting
of the Board.

4.13     FIRST MEETING OF NEW BOARD - Provided a quorum of directors is present,
each newly elected Board may, without notice, hold its first meeting immediately
following the meeting of shareholders at which such Board is elected.

4.14     ADJOURNED MEETING - Notice of an adjourned meeting of the Board is not
required if the time and place of the adjourned meeting is announced at the
original meeting.

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

4.16     CHAIRMAN - The chairman of any meeting of the Board shall be the first
mentioned of such of the following officers as have been appointed and who is a
director and is present at the meeting: chairman of the Board, managing
director, president, or a vice-president who is a director. If no such officer
is present, the directors present shall choose one of their number to be
chairman.

4.17     VOTES TO GOVERN - At all meetings of the Board every question shall be
decided by a majority of the votes cast on the question. In case of an equality
of votes the chairman of the meeting shall not be entitled to a second or
casting vote.

4.18     CONFLICT OF INTEREST - A director or officer who is a party to, or who
is a director or officer of or has a material interest in any person who is a
party to, a material contract or proposed material contract with the Corporation
shall disclose the nature and extent of that person's interest at the time and
in the manner provided by the Act. Any such contract or proposed contract shall
be referred to the Board 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 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.

4.19     REMUNERATION AND EXPENSES - The directors shall be paid such
remuneration for their services as the board may from time to time determine.
The directors shall also be entitled to be reimbursed for travelling and other
expenses properly incurred by them in attending meetings of the Board or any
meetings of the Board or any committee thereof. Nothing herein contained shall
preclude any director from serving the Corporation in any other capacity and
receiving remuneration therefor.

<PAGE>
                                       7


                                  SECTION FIVE
                                   COMMITTEES

5.01     COMMITTEE OF DIRECTORS - The Board may appoint a committee of
directors, however designated, and delegate to such committee any of the powers
of the Board except those which, under the Act, a committee of directors has no
authority to exercise. At least half of the members of such committee shall be
resident Canadians.

5.02     TRANSACTION OF BUSINESS - Subject to the provisions of Section 4.09,
the powers of the committee of directors may be exercised by a meeting at which
a quorum is present or by resolution in writing signed by all the members of
such committee who would have been entitled to vote on that resolution at a
meeting of the committee. Meetings of such committee may be held at any place in
or outside Canada.

5.03     ADVISORY COMMITTEES - The Board may from time to time appoint such
other committee as it may deem advisable, but the functions of any such other
committees shall be advisory only.

5.04     AUDIT COMMITTEE - When required by the Act the Board shall, and at any
other time the Board may, elect annually from among its number an Audit
Committee to be composed of not fewer than three (3) directors of whom a
majority shall not be officers or employees of the Corporation or its
affiliates. The Audit Committee shall have the powers and duties provided in the
Act.

5.05     PROCEDURE - Unless otherwise determined by the Board, each committee
shall have the power to fix its quorum at not less than a majority of its
members, to elect its chairman to regulate its procedure.


                                   SECTION SIX
                                    OFFICERS

6.01     APPOINTMENT - The Board may from time to time appoint a president, a
chief financial officer, one or more vice-presidents (to which title may be
added words indicating seniority or function), a secretary and such other
officers as the Board may determine, including one or more assistants to any of
the officers so appointed. The Board may specify the duties of and, in
accordance with this by-law and subject to the provisions of the Act, delegate
to such officers powers to manage the business and affairs of the Corporation.
Subject to Sections 6.02 and 6.03, an officer may but need not be a director and
one person may hold more than one office.

6.02     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 such person any of the powers and duties that are by any provision of
this by-law assigned to the managing director or to the president; and such
person 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, that person's duties and powers shall be performed and
exercised by the managing director, if any, or by the president.

<PAGE>
                                       8


6.03     MANAGING DIRECTOR - The Board may from time to time appoint a managing
director who shall be a resident Canadian and director. If appointed, that
person 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 that person 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.

6.04     PRESIDENT - If appointed, the president shall be the chief executive
officer and, subject to the authority of the Board, shall have general
supervision of the business of the Corporation; and he shall 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.

6.05     VICE-PRESIDENT - A vice-president shall have such powers and duties as
the Board or the chief executive officer may specify.

6.06     SECRETARY - The secretary shall attend and be the secretary of all
meetings of the Board, shareholders and committees of the Board and shall enter
or cause to be entered in records kept for that purpose minutes of all
proceedings thereat; he shall give or cause to be given, as and when instructed,
all notices to shareholders, directors, officers, auditors and members of
committees of the board; he shall be the custodian of the stamp or mechanical
device generally used for affixing the corporate seal of the Corporation and all
books, papers, records, documents and instruments belonging to the Corporation,
except when some other officer or agent has been appointed for that purpose; and
he shall have such other powers and duties as the Board or the chief executive
officer may specify.

6.07     CHIEF FINANCIAL OFFICER - The chief financial officer shall be
responsible for proper accounting records in compliance with the Act and shall
be responsible for the deposit of money, the safekeeping of securities and the
disbursement of the funds of the Corporation; that person shall render to the
board whenever required an account of all that person's transactions as
treasurer and of the financial position of the Corporation; and that person
shall have such other powers and duties as the Board or the chief executive
officer may specify.

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

6.09     VARIATION OF POWERS AND DUTIES - The Board may from time to time and
subject to the provisions of the Act, vary, add to or limit the powers and
duties of any officer.

6.10     TERM OF OFFICE - The Board, in its discretion, may remove any officer
of the Corporation, without prejudice to such officer's rights under any
employment contract. Otherwise, each officer appointed by the Board shall hold
office until that officer's successor is appointed.

6.11     TERMS OF EMPLOYMENT AND REMUNERATION - The terms of employment and the
remuneration of officers appointed by the Board shall be settled by the Board
from time to time.

<PAGE>
                                       9


6.12     CONFLICT OF INTEREST - An officer shall disclose their interest in any
material contract or proposed material contract with the Corporation in
accordance with Section 4.18.

6.13     AGENTS AND ATTORNEYS - The Board shall have power from time to time to
appoint agents or attorneys for the Corporation in or outside Canada with such
powers of management or otherwise (including the power to sub-delegate) as may
be thought fit.

6.14     FIDELITY BONDS - The Board may require such officers, employees and
agents of the Corporation as the Board deems advisable to furnish bonds for the
faithful discharge of their powers and duties, in such form and with such surety
as the Board may from time to time determine.


                                 SECTION SEVEN
                  PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

7.01     LIMITATION OF LIABILITY - 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 moneys 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 moneys, securities or effects of the Corporation shall be
deposited, or for any loss occasioned by any error of judgment or oversight on
that person's part, or any other loss, damage or misfortune whatever which shall
happen in the execution of the duties of that person's office or in relation
thereto, unless the same are occasioned by that person's own wilful neglect or
default; provided that nothing herein shall relieve any director or officer from
the duty to act in accordance with the Act and the regulations thereunder or
from liability for any breach thereof.

7.02     INDEMNITY - Subject to the limitations contained in the Act, the
Corporation shall indemnify a director, or a former director or officer, or a
person who acts or acted at the Corporation's request as a director or officer
of a body corporate of which the Corporation is or was a shareholder or creditor
(or a person who undertakes or has undertaken any liability on behalf of the
Corporation or any such body corporate) and that person's heirs and legal
representatives (together the "Indemnified Person") against all costs, charges
and expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by that person in respect of any civil, criminal
or administrative action or proceeding to which the indemnified Person is made a
party by reason of being or having been a director or officer of the Corporation
or such body corporate, if

         (a)   the Indemnified Person 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, the Indemnified Person
               had reasonable grounds for believing that their conduct was
               lawful.

<PAGE>
                                       10


7.03     INSURANCE - Subject to the limitations contained in the Act, the
Corporation may purchase and maintain such insurance for the benefit of its
directors and officers as such, as the Board may from time to time determine.


                                 SECTION EIGHT
                                     SHARES

8.01     ALLOTMENT - 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 times 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 prescribed by the Act.

8.02     COMMISSIONS - The Board may from time to time authorize the Corporation
to pay a commission to any person in consideration of that person purchasing or
agreeing to purchase shares of the Corporation, whether from the Corporation or
from any other person, or procuring or agreeing to procure purchasers for any
such shares.

8.03     TRANSFER AGENTS AND REGISTRARS - The Board may from time to time
appoint a registrar to maintain the securities register and a transfer agent to
maintain the register of transfers and may also appoint one or more branch
registrars to maintain branch securities registers and one or more branch
transfer agents to maintain branch registers of transfers, but one person may be
appointed both registrar and transfer agent. The Board may at any time terminate
any such appointment.

8.04     NON-RECOGNITION OF TRUSTS - Subject to the provisions of the Act, the
Corporation shall treat as absolute owner of any share the person in whose name
the share is registered in the securities register as if that person had full
legal capacity and authority to exercise all rights of ownership, irrespective
of any indication to the contrary through knowledge or notice or description on
the Corporation's records or on the share certificate.

8.05     SHARE CERTIFICATES - Every holder of one or more shares of the
Corporation shall be entitled, at that person's option, to a share certificate,
or to a non-transferable written acknowledgement of that person's right to
obtain a share certificate, stating the number and class or series of shares
held by that person as shown on the securities register. Share certificates and
acknowledgements of a shareholder's right to a share certificate, respectively,
shall be in such form as the Board shall from time to time approve. Any share
certificate shall be signed in accordance with Section 2.02 and need not be
under the corporate seal; provided that, unless the Board otherwise determines,
certificates representing shares in respect of which a transfer agent and/or
registrar has been appointed shall not be valid unless countersigned by or on
behalf of such transfer agent and/or registrar. The signature of one of the
signing officers, in the case of share certificates which are not valid unless
countersigned by or on behalf of the transfer agent and/or registrar the
signatures of both signing officers, may be printed or mechanically reproduced
in facsimile upon share certificates and every such facsimile signature shall
for all purposes be deemed to be the signature of the officer whose signature it
reproduces and shall be binding upon the Corporation. A share certificate
executed as aforesaid shall be valid notwithstanding that one or both of the
officers whose facsimile signature appear thereon no longer holds office at the
date of issue of the certificate.

8.06     REPLACEMENT OF SHARE CERTIFICATES - The Board or any officer or agent
designated by the Board may in its or their discretion direct the issue of a new
share

<PAGE>
                                       11


certificate in lieu of and upon cancellation of a share certificate that has
been mutilated or in substitution for a share certificate claimed to have been
lost, destroyed or wrongfully taken on payment of such fee and on such terms as
to indemnity, reimbursement of expenses and evidence of loss and of title as the
Board may from time to time prescribe, whether generally or in any particular
case.

8.07     JOINT SHAREHOLDERS - If two or more persons are registered as joint
holders of any share, the Corporation shall not be bound to issue more than one
certificate in respect thereof, and delivery of such certificate to one of such
persons shall be sufficient delivery to all of them. Any one of such persons may
give effectual receipts for the certificate issued in respect thereof or for any
dividend, bonus, return of capital or other money payable or warrant issuable in
respect of such share.

8.08     DECEASED SHAREHOLDER - In the event of the death of a holder, or of one
of the joint holders, of any share, the Corporation shall not be required to
make any entry in the securities register in respect thereof or to make payment
of any dividends thereon except upon production of all such documents as may be
required by law and upon compliance with the reasonable requirements of the
Corporation and its transfer agents.


                                  SECTION NINE
                              DIVIDENDS AND RIGHTS

9.01     DIVIDENDS - Subject to the provisions of the Act, the Board may from
time to time declare dividends payable to the shareholders according to their
respective rights and interests in the Corporation. Dividends may be paid in
money or property or by issuing fully paid shares of the Corporation.

9.02     DIVIDEND CHEQUES - 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 or series in respect of which it has
been declared and mailed by prepaid ordinary mail to such registered holder at
that person's recorded address, unless such holder otherwise directs. In the
case of joint holders the cheque shall, unless such joint holders otherwise
direct, be made payable to the order of all of such joint holders and mailed to
them at their recorded address. The mailing of such cheque as aforesaid, unless
the same is not paid on due presentation, 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.

9.03     NON-RECEIPT OF CHEQUES - in the event of non-receipt of any dividend
cheque by the person to whom it is sent as aforesaid, the Corporation shall
issue to such person a replacement cheque for a like amount on such terms as to
indemnity, reimbursement of expenses and evidence of non-receipt and of title as
the Board may from time to time prescribe, whether generally or in any
particular case.

9.04     RECORD DATE FOR DIVIDENDS AND RIGHTS - The Board may fix in advance a
date, preceding by not more than 50 days the date for the payment of any
dividend or the date for the issue of any warrant or other evidence of right to
subscribe for securities of the Corporation, as a record date for the
determination of persons entitled to receive payment of such dividend or to
exercise the right to subscribe for such securities, provided that notice of any
such record date is given, not less than 14 days before such record date, in the
manner provided in the Act. Where no record date is fixed in advance as
aforesaid,

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                                       12

the record date for the determination of the persons entitled to receive payment
of any dividend or to exercise the right to subscribe for securities of the
Corporation shall be at the close of business on the day on which the resolution
relating to such dividend or right to subscribe is passed by the Board.

9.05     UNCLAIMED DIVIDENDS - Any dividend unclaimed after a period of 6 years
from the date on which the same has been declared payable shall be forfeited and
shall revert to the Corporation.


                                  SECTION TEN
                            MEETINGS OF SHAREHOLDERS

10.01    ANNUAL MEETING - The annual meeting of shareholders shall be held at
such time in each year and, subject to Section 10.03, at such place as the
Board, the chairman of the Board, the managing director or the president may
from time to time determine, for the purpose of considering the financial
statements and reports required by the Act to be placed before the annual
meeting, electing directors, appoint auditors and for the transaction of such
other business as may properly be brought before the meeting.

10.02    SPECIAL MEETINGS - The Board, the chairman of the Board, the managing
director or the president shall have power to call a special meeting of
shareholders at any time.

10.03    PLACE OF MEETINGS - Meetings of shareholders shall be held at the
registered office of the Corporation or elsewhere in the municipality in which
the registered office is situate or, if the Board shall so determine, at some
other place within Alberta or, if all the shareholders entitled to vote at the
meeting so agree, at some place outside the Province of Alberta.

10.04    NOTICE OF MEETINGS - Notice of the time and place of each meeting of
shareholders shall be given in the manner provided in Section 12.01 not less
than 21 nor more than 50 days before the date of the meeting to each director,
to the auditor and to each shareholder who at the close of business on the
record date for notice, if any, is entered in the securities register as the
holder of one or more shares carrying the right to vote at the meeting. Notice
of a meeting of shareholders called for any purpose other than consideration of
the financial statements and auditors report, election of directors and
reappointment of the incumbent auditor shall state the nature of such business
in sufficient detail to permit the shareholder to form a reasoned judgment
thereon and shall state the text of any special resolution to be submitted to
the meeting. A shareholder may in any manner waive notice of or otherwise
consent to a meeting of shareholders.

10.05    LIST OF SHAREHOLDERS ENTITLED TO NOTICE - For every meeting of
shareholders, the Corporation shall prepare a list of shareholders entitled to
receive notice of the meeting, arranged in alphabetical order and showing the
number of shares entitled to vote at the meeting held by each shareholder. If a
record date for the meeting is fixed pursuant to Section 10.06, the shareholders
listed shall be those registered at the close of business on a day not later
than 10 days after such record date. If no record date is fixed, the
shareholders listed shall be those registered at the close of business on the
day immediately preceding the day of which notice of the meeting is given, or
where no such notice is given the day on which the meeting is held. The list
shall be available for examination by any shareholder during usual business
hours at the registered office of the

<PAGE>
                                       13


Corporation or at the place where the securities register is kept and at the
place where the meeting is held.

10.06    RECORD DATE FOR NOTICE - The Board may fix in advance a record date,
preceding the date of any meeting of shareholders by not more than 50 days and
not less than 21 days, for the determination of the shareholders entitled to
notice of the meeting, provided that notice of any such record date is given,
not less than 7 days before such record date, by newspaper advertisement in the
manner provided in the Act. If no record date is so fixed, the record date for
the determination of the shareholders entitled to notice of the meeting shall be
the close of business on the last business day immediately preceding the day on
which the notice is sent, or, if no notice is sent, the day on which the meeting
is held.

10.07    MEETINGS WITHOUT NOTICE - A meeting of shareholders may be held without
notice at any time and place permitted by the Act (a) if the shareholders
entitled to vote thereat are present in person or represented by proxy or if
those not present or represented by proxy waive notice of or otherwise consent
to such meeting being held, and (b) if the auditors and the directors are
present or waive notice of or otherwise consent to such meeting being held. At
such a meeting any business may be transacted which the Corporation at a meeting
of shareholders may transact. If the meeting is held at a place outside Alberta,
shareholders not present or represented by proxy, but who have waived notice of
or otherwise consented to such meeting, shall also be deemed to have consented
to the meeting being held at such place.

10.08    CHAIRMAN, SECRETARY AND SCRUTINEERS - The chairman of any meeting of
shareholders shall be the first mentioned of such of the following officers as
have been appointed and who is present at the meeting: president, managing
director, chairman of the Board, or a vice-president who is a shareholder. If no
such officer is present within 15 minutes after the time fixed for the
commencement of the meeting, the persons present and entitled to vote shall
choose one of their number to be chairman. If the secretary of the Corporations
is absent, the chairman shall appoint some person, who need not be a
shareholder, to act as secretary of the meeting. If desired, one or more
scrutineers, who need not be shareholders, may be appointed by a resolution or
by the chairman with the consent of the meeting.

10.09    PERSONS ENTITLED TO BE PRESENT - The only persons entitled to be
present at a meeting of shareholders shall be those entitled to vote thereat,
the directors and auditors of the Corporation and others who, although not
entitled to vote, are entitled or required under any provision of the Act or the
articles or by-laws to be present at the meeting. Any other person may be
admitted only on the invitation of the chairman of the meeting or with the
consent of the meeting.

10.10    QUORUM - A quorum at any meeting of shareholders (unless a greater
number of persons are required to be present or a greater number of shares are
required to be represented by the Act or by the Articles or by any other By-Law)
shall be persons present not being less than two (2) in number and holding or
representing not less than five (5) percent of the shares entitled to be voted
at the meeting. If a quorum is present at the opening of any meeting of
shareholders, the shareholders present or represented may proceed with the
business of the meeting notwithstanding that a quorum is not present throughout
the meeting. If a quorum is not present at the opening of the meeting of
shareholders, the shareholders present or represented may adjourn the meeting to
a fixed time and place but may not transact any other business.

<PAGE>
                                       14


10.11    RIGHT TO VOTE - Subject to the provisions of the Act as to authorized
representatives of any other body corporate, at any meeting of shareholders in
respect of which the Corporation has prepared the list referred to in Section
10.05, every person who is named in such list shall be entitled to vote the
shares shown thereon opposite that person's name except, where the Corporation
has fixed a record date in respect of such meeting pursuant to Section 10.06, to
the extent that such person has transferred any of that person's shares after
such record date and the transferee, upon producing properly endorsed
certificates evidencing such shares or otherwise establishing that he owns such
shares, demands not later than 10 days before the meeting that that person's
name be included to vote the transferred shares at the meeting. In the absence
of a list prepared as aforesaid in respect of a meeting of shareholders, every
person shall be entitled to vote at the meeting who at the time is entered in
the securities register as the holder of one or more shares carrying the right
to vote at such meeting.

10.12    PROXIES - Every shareholder entitled to vote at a meeting of
shareholders may appoint a proxyholder, or one or more alternate proxyholders,
who need not be shareholders, to attend and act at the meeting in the manner and
to the extent authorized and with the authority conferred by the proxy. A proxy
shall be in writing executed by the shareholder or that person's attorney and
shall confirm with the requirements of the Act. In addition, a proxy may be sent
electronically via e-mail if applicable legislation allows for proxies to be
sent in such a manner and if so, such proxy shall confirm to all applicable
legislation.

10.13    TIME FOR DEPOSIT OF PROXIES - The Board may specify in a notice calling
a meeting of shareholders a time, preceding the time of such meeting by not more
than 48 hours exclusive of non-business days, before which time the proxies to
be used at such meeting must be deposited. 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, if no such time is
specified in such notice, unless it 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. The method of deposit may also include via e-mail, if all
applicable legislation allows for such deposit.

10.14    JOINT SHAREHOLDERS - If two or more persons hold shares jointly, any
one of them present in person or represented by proxy at a meeting of
shareholders may, in the absence of the other or others, vote the shares; but if
two or more of those persons are present in person or represented by proxy and
vote, they shall vote as one on the shares jointly held by them.

10.15    VOTES TO GOVERN - At any meeting of shareholders every question shall,
unless otherwise required by the articles or by-laws or by-law, be determined by
the majority of the votes cast on the question. In case of an equality of votes
either upon a show of hands or upon a poll, the chairman of the meeting shall
not be entitled to a second or casting vote.

10.16    SHOW OF HANDS - Subject to the provisions of the Act, any question at a
meeting of shareholders shall be decided by a show of hands unless a ballot
thereon is required or demanded as hereinafter provided. Upon a show of hands
every person who is present and entitled to vote shall have one vote. Whenever a
vote by show of hands shall have been taken upon a question, unless a ballot
thereon is so required or demanded, a declaration by the chairman of the meeting
that the vote upon the question has been carried

<PAGE>
                                       15


or carried by a particular majority or not carried and an entry to that effect
in the minutes of the meeting shall be prima facie evidence of the fact without
proof of the number or proportion of the votes recorded in favour of or against
any resolution or other proceeding in respect of the said question, and the
result of the vote so taken shall be the decision of the shareholders upon the
said question.

10.17    BALLOTS - On any question proposed for consideration at a meeting of
shareholders, and whether or not a show of hands has been taken thereon, any
shareholder or proxyholder entitled to vote at the meeting may require or demand
a ballot. A ballot so required or demanded shall be taken in such manner as the
chairman shall direct. A requirement or demand for a ballot may be withdrawn at
any time prior to the taking of the ballot. If a ballot is taken each person
present shall be entitled, in respect of the shares which he is entitled to vote
at the meeting upon the question, to that number of votes provided by the Act or
the articles, and the result of the ballot so taken shall be the decision of the
shareholders upon the said question.

10.18    ADJOURNMENT - If a meeting of shareholders is adjourned for less than
30 days, it shall not be necessary to give notice of the adjourned meeting,
other than by announcement at the earliest meeting that it is adjourned. If a
meeting of shareholders is adjourned by one or more adjournments for an
aggregate of 30 days or more, notice of the adjourned meeting shall be given as
for an original meeting.

10.19    RESOLUTION IN WRITING - A resolution in writing signed in counterpart
or in one instrument by all the shareholders entitled to vote on that resolution
at a meeting of shareholders is as valid as if it had been passed at a meeting
of the shareholders unless a written statement with respect to the subject
matter of the resolution is submitted by a director or the auditors in
accordance with the Act.

10.20    ONLY ONE SHAREHOLDER - Where 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.

10.21    MEETINGS BY TELEPHONE - If all the shareholders entitled to vote at the
meeting consent, a shareholder or any other person entitled to attend a meeting
of shareholders may participate in the meeting by means of telephone or other
communication facilities that permit all persons participating in the meeting to
hear each other, and a person participating in such a meeting by those means is
deemed, for the purposes of the by-laws or the Act, to be present at the
meeting. Any such consent shall be effective whether given before or after the
meeting to which it relates. A meeting where all persons participate in the
meeting by means of telephone or other telecommunication facilities shall be
deemed to have been held at the Corporation's registered office unless otherwise
determined by such meeting.


                                 SECTION ELEVEN
                            DIVISIONS AND DEPARTMENTS

11.01    CREATION AND CONSOLIDATION OF DIVISIONS - The Board may cause the
business and operations of the Corporation or any part thereof to be divided or
to be segregated into one or more divisions upon such basis, including without
limitation, character or type of operation, geographical territory, product
manufactured or service rendered, as the Board may consider appropriate in each
case. The Board may also cause the business and operations of any such division,
to be further divided into sub-units and the

<PAGE>
                                       16


business and operations of any such divisions or sub-units to be consolidated
upon such basis as the Board may consider appropriate in each case.

11.02    NAME OF DIVISION - Any division or its sub-units may be designated by
such name as the Board may from time to time determine and may transact
business, enter into contracts, sign cheques and other documents of any kind and
do all acts and things under such name. Any such contract, cheque or document
shall be binding upon the Corporation as if it had been entered into or signed
in the name of the Corporation.

11.03    OFFICERS OF DIVISIONS - From time to time the Board or, if authorized
by the Board, the chief executive officer, may appoint one or more officers for
any division, prescribe their powers and duties and settle their terms of
employment and remuneration. The Board or, if authorized by the Board, the chief
executive officer, may remove at its or their pleasure any officer so appointed,
without prejudice to such officers rights under any employment contract.
Officers of divisions or their sub-units shall not, as such, be officers of the
Corporation.


                                 SECTION TWELVE
                                    NOTICES

12.01    METHOD OF GIVING NOTICES - Any notice (which term includes any
communication or document) to be given (which term includes sent, delivered or
served) pursuant to the Act, the regulations thereunder, the articles, the
by-laws or otherwise to a shareholder, director, officer, auditor or member of a
committee of the Board shall be sufficiently given if delivered personally to
the person to whom it is to be given or if delivered to their recorded address
or if mailed to them at their recorded address by prepaid ordinary or air mail
or if sent to them at their recorded address by any means of prepaid transmitted
or recorded communication including electronic communication such as e-mail via
the internet, subject to the requirements of applicable legislation. A notice so
delivered shall be deemed to have been given when it is delivered personally or
to the recorded address as aforesaid; a notice so mailed shall be deemed to have
been given when deposited in a post office or public letter box; and a notice so
sent by any means of transmitted or recorded communication shall be deemed to
have been given when dispatched or delivered to the appropriate communication
company or agency or its representative for dispatch or if sent by electronic
communication via e-mail, such notice shall be deemed to have been given when
sent. 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 that person to be reliable.

12.02    NOTICE TO JOINT SHAREHOLDERS - If two or more persons are registered as
joint holders of any share, any notice shall be addressed to all of such joint
holders but notice to one of such persons shall be sufficient notice to all of
them.

12.03    COMPUTATION OF TIME - In computing the date when notice must be given
under any provisions 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.

12.04    UNDELIVERED NOTICES - If any notice given to a shareholder pursuant to
Section 12.01 is returned on three consecutive occasions because he cannot be
found, the

<PAGE>
                                       17

Corporation shall not be required to give any further notices to such
shareholder until he informs the Corporation in writing of that person's new
address.

12.05    OMISSIONS AND ERRORS - The accidental omission to give any notice to
any shareholder, director, officer, auditor or member of a committee of the
Board or the non-receipt of any notice by any such person or any error in any
notice not affecting the substance thereof shall not invalidate any action taken
at any meeting held pursuant to such notice or otherwise founded thereon.

12.06    PERSONS ENTITLED BY DEATH OR OPERATION OF LAW - Every person who, by
operation of law, transfer, death of a shareholder or any other means
whatsoever, shall become entitled to any share, shall be bound by every notice
in respect of such share which shall have been duly given to the shareholder
from whom that person derives title to such share prior to that person's name
and address being entered on the securities register (whether such notice was
given before or after the happening of the event upon which that person became
so entitled) and prior to furnishing to the Corporation the proof of authority
or evidence of that person's entitlement prescribed by the Act.

12.07    WAIVER OF NOTICE - Any shareholder (or that person's duly appointed
proxyholder), director, officer, auditor or member of a committee of the Board
may at any time waive any notice, or waive or abridge the time for any notice,
required to be given to that person under any provision of the Act, the
regulations thereunder, the articles, the by-laws or otherwise and such waiver
or abridgement shall cure any default in the giving or in the time of such
notice, as the case may be. Any such waiver or abridgement shall be in writing
except a waiver of notice of a meeting of shareholders or of the Board which may
be given in any manner.


                                SECTION THIRTEEN
                                 EFFECTIVE DATE

13.01    EFFECTIVE DATE - This by-law shall come into force upon the passing of
same by the Board, subject to confirmation of the by-law by the shareholders of
the Corporation as required by the Act.


         May 13, 2003



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