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BY-LAW NO. ________

GENERAL BY-LAWS

OF

________

(hereinafter the "Corporation")

BE IT HEREBY ENACTED AND CONFIRMED BY THE CORPORATION the following general by-law relating generally to the transaction of the business and affairs of the Corporation, enacted pursuant to the provisions of the Canada Business Corporations Act, R.S.C. 1985, c. C-44, together with the regulations made thereunder, as the same may be amended, consolidated, re-enacted or replaced from time to time (hereinafter the "Act"), and subject in all respects to the articles of incorporation of the Corporation and to any unanimous shareholder agreement then in effect (hereinafter, respectively, the "Articles" and the "USA"). In the event of any conflict between the provisions of this by-law and the mandatory provisions of the Act or the Articles, the Act or the Articles, as applicable, shall prevail.

ARTICLE I – INTERPRETATION

§ 1.1 Definitions. In this by-law, unless the context otherwise requires, words and expressions defined in the Act have the same meaning when used herein; words importing the singular include the plural and vice versa; words importing one gender include all genders; and "person" includes an individual, body corporate, partnership, trust, unincorporated organization, personal or other legal representative, and the heirs, executors, administrators and successors thereof.

§ 1.2 Governing Law. This by-law and the affairs of the Corporation shall be governed by and construed in accordance with the laws of the Province of ________ and the federal laws of Canada applicable therein.

ARTICLE II – SHAREHOLDERS

§ 2.1 Meetings.

a) Annual Meetings: the shareholders of the Corporation shall meet annually to receive and review the financial statements; to receive the report of the auditor or accountant, if any; to elect directors; to appoint an auditor or to resolve, by unanimous resolution, to dispense with the appointment of an auditor as permitted by section 163 of the Act; and to transact such other business as may properly come before the meeting. The annual meeting shall be held not later than fifteen (15) months after the holding of the last preceding annual meeting and in any event not later than six (6) months after the end of the Corporation's preceding financial year.

b) Special Meetings: a meeting of shareholders called for any purpose other than the annual business described above constitutes a special meeting. The directors of the Corporation may at any time call a special meeting, and the holders of not less than five percent (5%) of the issued voting shares may requisition a meeting in accordance with section 143 of the Act. Special resolutions are required for fundamental changes, including any change of name, amendment of the Articles, or alteration of the authorized capital or share provisions.

c) Notice of Meetings: notice of the time and place of a meeting of shareholders shall be sent not less than twenty-one (21) days and not more than sixty (60) days before the meeting to (i) each shareholder entitled to vote thereat, (ii) each director, and (iii) the auditor, if any, of the Corporation. Any shareholder may waive notice of, and otherwise consent to, a meeting. Notice of a special meeting, or of a meeting at which special business is to be transacted, shall state the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment thereon and shall set out the text of any special resolution to be submitted.

d) Place of Meetings: meetings of shareholders shall be held at the registered office of the Corporation or at such other place within the Province of ________, or elsewhere as the directors may determine, or, if the Articles so provide, outside Canada, as the directors may determine from time to time. A meeting may be held entirely by telephonic, electronic or other communication facility that permits all participants to communicate adequately with one another, where the Corporation makes such a facility available.

§ 2.2 Resolutions.

a) Resolutions in Lieu of Meetings: a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of shareholders, in satisfaction of section 142 of the Act.

b) Ordinary Resolutions: an ordinary resolution is a resolution passed by a majority of the votes cast by the shareholders who voted in respect of that resolution.

c) Special Resolutions: a special resolution is a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast by the shareholders who voted in respect of that resolution.

d) Sole Shareholder: where the Corporation has only one shareholder, that shareholder may transact all business by way of written resolution, which shall be entered in the minute book of the Corporation.

§ 2.3 Quorum. A quorum of shareholders is present at a meeting of shareholders if the holders of not less than ________ of the shares entitled to vote at the meeting are present in person or represented by proxy. A quorum need not be present throughout the meeting provided that a quorum was present at the opening of the meeting.

§ 2.4 Proxies. Every shareholder entitled to vote at a meeting of shareholders may appoint one or more proxyholders, who need not be shareholders, to attend and act at the meeting in the manner, to the extent and with the authority conferred by the proxy. A proxy shall be in writing, executed by the shareholder or the shareholder's attorney duly authorized in writing, in such form as the directors may approve from time to time, and shall be deposited with the Corporation not later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the time of the meeting or any adjournment thereof.

§ 2.5 Shareholder Representatives.

a) Personal Representative: an estate trustee, administrator, executor, committee or other personal representative of a deceased or incapable shareholder, upon depositing with the Corporation a certified copy of the grant of probate, certificate of appointment of estate trustee, letters of administration or other sufficient proof of authority, is entitled to be entered on the securities register and to exercise all rights, privileges, conditions and restrictions attaching to such shares, including the right to vote, subject to the Articles, the will of the deceased or any USA. Where more than one personal representative is acting, any one of them present at a meeting may exercise the rights attaching to the shares; if more than one is present, they shall vote together as one.

b) Attorney under Power of Attorney: where a shareholder has appointed an attorney under a continuing power of attorney for property, the Corporation shall, upon deposit of a copy of the instrument, treat the attorney as entitled to exercise all rights attaching to the shares, including the right to vote, subject to the instrument and any USA. The provisions of subsection a) governing multiple representatives apply mutatis mutandis.

c) Guardian: where there is a guardian of property of a minor or of a person incapable of managing property, the Corporation shall, upon deposit of a copy of the appointing court order, treat the guardian as entitled to exercise all rights attaching to the shares, including the right to vote. The provisions of subsection a) governing multiple representatives apply mutatis mutandis.

d) Corporate Shareholder: a body corporate that is a shareholder of the Corporation may authorize by resolution of its directors or governing body an individual to represent it at meetings of shareholders, and that individual may exercise on its behalf all powers the body corporate could exercise. A certified copy of the authorizing resolution shall be deposited with the Corporation prior to the meeting.

§ 2.6 Voting.

a) Voting Rights: unless the Articles otherwise provide, each share entitles the holder thereof to one (1) vote at a meeting of shareholders, as recorded in the securities register and the Articles, whether voting at a meeting or by resolution in lieu thereof. Where shares are subject to a security interest, the registered holder may exercise all rights attaching to the shares unless the security instrument expressly provides otherwise.

b) Casting Vote: questions arising at a meeting of shareholders shall be decided by a majority of votes cast, save where a special resolution is required. In the case of an equality of votes, the chairperson of the meeting shall not be entitled to a second or casting vote, and the motion shall be deemed defeated.

§ 2.7 Show of Hands.

a) Method: unless a ballot is demanded by the chairperson or by any shareholder or proxyholder, voting at a meeting shall be by a show of hands. A declaration by the chairperson that a resolution has been carried or defeated, and an entry to that effect in the minutes, is conclusive evidence of the fact without proof of the number or proportion of votes recorded.

b) Number of Shares: upon a show of hands, every person present and entitled to vote has one vote regardless of the number of shares held.

§ 2.8 Ballot. A shareholder or proxyholder may demand a ballot at any time before or after a show of hands, in which case voting shall be by ballot, whether in physical or electronic form. Upon a ballot, every person present is entitled to one vote for each share in respect of which that person is entitled to vote.

§ 2.9 Shares Held Jointly.

a) Joint Owners: where two or more persons hold shares jointly, any one of them present at a meeting, in person or by proxy, may vote in the absence of the others; but if more than one are present or represented, they shall vote as one, and in the case of a disagreement the chairperson shall determine the vote.

b) Survivorship: upon the death of a joint holder, and upon sufficient proof of death, the Corporation shall recognize the surviving joint holder or holders as the persons entitled to the shares.

§ 2.10 Adjournment. The chairperson may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place. If a meeting is adjourned for less than thirty (30) days, no notice of the adjourned meeting need be given other than by announcement at the time of adjournment.

ARTICLE III – DIRECTORS

§ 3.1 Number and Responsibilities.

a) Number: the Corporation shall have the number of directors fixed by or determined in accordance with the Articles, being not fewer than ________ and not more than ________ directors.

b) Powers: subject to any USA, the directors shall manage, or supervise the management of, the business and affairs of the Corporation.

c) Qualifications: a director must be an individual who is at least eighteen (18) years of age, who has not been found by a court to be incapable, and who is not an undischarged bankrupt. The residency requirements of section 105 of the Act shall be observed: where prescribed by the Act, at least twenty-five percent (25%) of the directors must be resident Canadians, and where there are fewer than four directors, at least one must be a resident Canadian. Where the Corporation carries on a prescribed business activity (including uranium mining, book publishing or distribution, or film or video distribution), a majority of the directors must be resident Canadians.

§ 3.2 Meetings.

a) First Meeting: after the issue of the certificate of incorporation, the first directors named in the articles of incorporation or notice of directors may, until the first meeting of shareholders, transact the following business upon not less than five (5) days' notice (which may be waived) to each director:

• make by-laws;
• adopt forms of corporate records and security certificates;
• appoint officers;
• make banking arrangements; and
• transact any other business.

b) Annual Meetings: the directors shall meet annually to approve the financial statements before they are placed before the shareholders at the annual meeting. Immediately following the election or re-election of directors at the annual meeting of shareholders, the directors may hold a meeting for the principal purpose of appointing or re-appointing officers.

c) Regular Meetings: the directors may hold meetings at any time to transact business, provided a quorum is present.

d) Notice of Meetings: notice of the time and place of each meeting of directors shall be given to each director not less than ________ days before the meeting. A director may in any manner waive notice of a meeting, and attendance at a meeting is a waiver except where the director attends for the express purpose of objecting to the transaction of business on the ground that the meeting is not lawfully called.

e) Place of Meetings: meetings of directors may be held at any place within or outside Canada, as the directors determine from time to time. A director may, if all the directors consent and subject to the Act, participate by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately, and a director so participating is deemed present at the meeting.

§ 3.3 Resolutions. A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of directors or a committee of directors is as valid as if it had been passed at such a meeting, in satisfaction of section 117 of the Act. A copy of every such resolution shall be kept with the minutes of the proceedings of the directors. An entry in the records of the Corporation that a resolution has been passed or defeated is sufficient evidence thereof without proof of the number of votes recorded.

§ 3.4 Director Consent. A person elected or appointed a director who was not present at the meeting at which the election or appointment took place, and who did not consent in writing to act, becomes a director only if that person consents in writing within ten (10) days after the election or appointment, or acts as a director after the election or appointment.

§ 3.5 Quorum.

a) Quorum: a majority of the number of directors constitutes a quorum at any meeting of directors; provided that where the Corporation has fewer than three (3) directors, all of the directors must be present to constitute a quorum. Where the Act requires resident Canadian directors, the directors shall not transact business unless the prescribed proportion of resident Canadian directors is present, save as permitted by section 114(4) of the Act.

b) Vacancy: where there is a vacancy on the board, the remaining directors may exercise all the powers of the board so long as a quorum remains in office.

§ 3.6 Voting.

a) Meetings: every question at a meeting of directors shall be decided by a majority of the votes cast.

b) Casting Vote: in the case of an equality of votes, the chairperson of the meeting shall not have a second or casting vote, and the motion shall be deemed defeated.

§ 3.7 Meeting Chairperson. The chairperson of the board, if any, or, in the chairperson's absence, the President if a director, or, failing either, a director chosen by those present, shall preside at meetings of directors.

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§ 3.9 Cessation of Office.

a) Removal: the shareholders may by ordinary resolution at a special meeting remove any director or directors before the expiration of their term and may elect a successor; provided that, where the holders of any class or series of shares have an exclusive right to elect one or more directors, such director may be removed only by ordinary resolution of the shareholders of that class or series.

b) Resignation: a director may resign by written notice, which becomes effective when received by the Corporation or at the time specified in the notice, whichever is later; provided that no resignation by a director named in the articles shall be effective before the first meeting of shareholders unless a successor has been elected.

c) Disqualification: a director ceases to hold office upon becoming disqualified under the Act or under § 3.1(c) hereof.

d) Death: a director ceases to hold office upon death. If such director also held shares, § 2.5 hereof shall govern.

§ 3.10 Remuneration. Subject to any USA, the directors shall be paid such reasonable remuneration as the board may determine from time to time and shall be entitled to reimbursement of reasonable expenses incurred in the performance of their duties. Such remuneration is in addition to any compensation earned in any other capacity.

§ 3.11 Disclosure of Interest.

a) Disclosure: a director 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 transaction or proposed material contract or transaction with the Corporation shall disclose in writing to the Corporation, or request to have entered in the minutes of meetings of directors, the nature and extent of that interest, in accordance with section 120 of the Act.

b) Timing: such disclosure shall be made at the meeting at which the proposed contract or transaction is first considered, or, if the director was not then interested, at the first meeting after becoming interested, or, if the director becomes a director after a contract is made, at the first meeting after becoming a director.

c) Approval: where all the directors are required to make disclosure and are precluded from voting, the contract or transaction may be approved by the shareholders.

d) Accountability: a director who has made disclosure in accordance with the Act is not accountable to the Corporation or its shareholders for any profit realized from a material contract or transaction, and the contract or transaction is neither void nor voidable, where the disclosure was made, the director acted honestly and in good faith, and the contract or transaction was reasonable and fair to the Corporation or was approved by special resolution of the shareholders.

e) Voting Restriction: an interested director shall not vote on any resolution to approve the contract or transaction unless the contract or transaction relates primarily to the director's remuneration, to indemnity or insurance, or to a contract with an affiliate. Where the exclusion of an interested director's vote reduces the number below a quorum, the remaining directors are deemed to constitute a quorum for the purpose of that resolution.

§ 3.12 Liability and Indemnity.

a) Standard of Care: every director and officer of the Corporation in exercising their powers and discharging their duties shall act honestly and in good faith with a view to the best interests of the Corporation and shall exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

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c) Insurance: the Corporation may purchase and maintain insurance for the benefit of any such individual against any liability incurred in the said capacity, to the extent permitted by the Act.

ARTICLE IV – OFFICERS

§ 4.1 Appointment. Subject to any USA, the directors may from time to time appoint such officers of the Corporation as they consider necessary and may specify their duties and delegate to them powers to manage the business and affairs of the Corporation, except powers that the Act requires the directors to exercise. A director may be appointed to any office, and one person may hold more than one office. The directors may at any time vary, add to or limit the powers and duties of any officer.

§ 4.2 Offices.

a) President: the President shall be the chief executive officer and shall, subject to the authority of the directors, have general supervision of the business and affairs of the Corporation.

b) Vice-President: in the absence or disability of the President, the Vice-President, if any, shall perform the duties and exercise the powers of the President and shall otherwise assist the President.

c) Secretary: the Secretary shall give or cause to be given all required notices, shall attend to the convening of meetings, the keeping of minutes and the custody of the corporate records and seal (if any), and shall perform such other duties as the directors may prescribe.

d) Treasurer: the Treasurer shall have charge of the financial affairs of the Corporation, including the keeping of accounting records, the deposit of monies with the Corporation's bankers, and, when required, the rendering of accounts of receipts and disbursements, and shall perform such other duties as the directors may prescribe. The Treasurer may delegate financial functions to an accountant or other advisor as the directors approve.

e) Chairperson of the Board: the directors may appoint a chairperson from among their number, who shall preside at meetings of the board and of shareholders and shall perform such other duties as the directors may prescribe. In the absence of an appointed chairperson, the President, if a director, shall be deemed chairperson.

f) Other Officers: any other officer shall have such powers and duties as are prescribed by law or by the directors.

§ 4.3 Term. Subject to the right of removal of the directors, officers shall be appointed annually by the directors. Each officer shall hold office for a term of ________, and until a successor is appointed.

§ 4.4 Removal. The directors may at any time remove any officer of the Corporation by resolution, with or without cause, without prejudice to the officer's rights under any employment or service contract.

§ 4.5 Vacancy. Upon any vacancy in the office of President, Secretary or Treasurer, whether by reason of removal, resignation, disqualification or death, the directors shall by resolution appoint a person to fill the vacancy.

§ 4.6 Remuneration. Subject to any USA, the directors may fix from time to time the remuneration of the officers and employees of the Corporation. Such remuneration is in addition to any compensation earned in any other capacity.

§ 4.7 Disclosure of Interest.

a) Disclosure: an officer shall disclose in writing to the Corporation, or request to have entered in the minutes of meetings of directors, the nature and extent of any interest in a material contract or transaction with the Corporation, in accordance with section 120 of the Act.

b) Timing: an officer who is not a director shall make disclosure forthwith after becoming aware that the contract or transaction is to be or has been considered at a meeting of directors, or, where the officer becomes interested after the contract is made, immediately after becoming interested, or, where the officer is appointed after acquiring the interest, immediately after appointment.

c) Accountability: an officer who has made disclosure in accordance with the Act is not accountable to the Corporation or its shareholders for any profit realized from the contract or transaction, and the contract or transaction is neither void nor voidable, where the disclosure was made, the officer acted honestly and in good faith, and the contract or transaction was reasonable and fair to the Corporation or was approved by special resolution of the shareholders.

§ 4.8 Liability and Indemnity. Every officer shall act honestly and in good faith with a view to the best interests of the Corporation, and the indemnity provisions of § 3.12 apply to officers mutatis mutandis.

ARTICLE V – GENERAL

§ 5.1 Registered Office. The Corporation shall maintain a registered office in the place within the Province specified in its Articles, and the directors may by resolution change the address of the registered office within that Province, in accordance with section 19 of the Act.

§ 5.2 Financial Year. The financial year-end of the Corporation shall be fixed by resolution of the directors and, once established, shall continue in effect until changed by further resolution of the directors, subject to the Act and to applicable tax legislation. The current financial year-end of the Corporation is ________.

§ 5.3 Banking Arrangements. The banking business of the Corporation shall be transacted with such bank, trust company or other financial institution as the directors may by resolution designate, and shall be transacted on such terms as may be authorized by the directors from time to time.

§ 5.4 Execution of Documents. Deeds, transfers, assignments, contracts, obligations and other instruments may be signed on behalf of the Corporation by the President together with the Secretary or the Treasurer, or by such other person or persons as the directors may from time to time by resolution designate. The corporate seal, if any, may be affixed by any such authorized signing officer.

§ 5.5 Notices. In computing any period of notice under this by-law, the day on which notice is given and the day of the meeting or event shall both be excluded. Notice may be given personally, by mail, by facsimile or by electronic means to the latest recorded address, facsimile number or electronic address of the recipient as shown in the records of the Corporation. Accidental omission to give notice, non-receipt of notice, or any error in a notice not affecting its substance does not invalidate any action taken at a meeting. Where the last day of a notice period falls on a Saturday, Sunday or holiday, the period shall end on the next following business day. Notice may be waived by any shareholder, proxyholder, director, officer or other person entitled thereto.

§ 5.6 Shares.

a) Issuance: subject to the Articles, any USA and the Act, the directors may issue shares from the authorized but unissued capital of the Corporation to such persons and for such consideration as they determine, provided that no share shall be issued until it is fully paid in money, in property or in past services. Where shares are issued for property or past services, the directors shall determine the money value of such consideration, which shall not be less than the amount of money the Corporation would have received had the shares been issued for money. The full consideration shall be added to the stated capital account maintained for the shares of the class or series issued.

b) Certificates: where the Corporation issues certificated securities, the holder is entitled to a share certificate stating the name of the Corporation, the jurisdiction of incorporation, the name of the person to whom issued, and the number and class or series of shares represented. A certificate need not be under corporate seal. Where the Corporation issues uncertificated securities, the holder shall be sent a written notice containing the information required to be stated on a certificate, in accordance with the Act.

§ 5.7 Dividends. Subject to the Act and to any USA, the directors may declare and the Corporation may pay dividends on the issued and outstanding shares; provided that no dividend shall be declared or paid if there are reasonable grounds for believing that the Corporation is, or would after the payment be, unable to pay its liabilities as they become due, or that the realizable value of the Corporation's assets would thereby be less than the aggregate of its liabilities and stated capital of all classes. Dividends may be paid by the issue of fully paid shares, by the transfer of property, or in money by any traceable means recorded for accounting and legal purposes.

§ 5.8 Effective Date. Subject to the Act, this by-law and any amendment, repeal or re-enactment thereof is effective from the date of the resolution of the directors enacting the same until the next meeting of shareholders at which it is confirmed, rejected or amended; and if rejected or not confirmed, it ceases to be effective and any subsequent resolution to the same or like effect shall have no effect until confirmed by the shareholders.

ENACTED by the board of directors of the Corporation on ________.

___________________________________
Name: ________
Title: ________

CONFIRMED by the shareholders of the Corporation by ordinary resolution on ________.

___________________________________
Name: ________
Title: ________