GANDALF TECHNOLOGIES INC.
(the "Company")

BY-LAW A3

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

THAT  Section  7.10 of  By-Law A of the  Corporation  be and the same is  hereby
amended to provide as follows:

     A quorum for the  transaction  of business  at any meeting of  shareholders
     shall be two (2) persons present or represented by proxy,  holding not less
     than thirty  percent (30%) of issued and  outstanding  common shares of the
     Company.



Passed and  adopted by the  Shareholders  of the  Company at the Annual  General
Meeting held August 10, 1995.