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By-Law No. 1 (cont'd)

whatsoever made, done or permitted by him or 
her in or about the execution of the duties of his
or her office; and
              (b)      all costs, charges and expenses that he or she
                        sustains or incurs in or about or in relation to the
                        affairs of Kanata Theatre except such costs,
                        charges or expenses are occasioned by his or her
                        own willful neglect or default


11.    No act or proceeding of any Director or Board of Directors
               shall be deemed invalid or ineffective by reason of the
               subsequent ascertainment of any irregularity in regard
               to such act or proceeding or the qualification or such
               Director or Board of Directors.


12.     Directors may rely upon the accuracy of any statement
            or report prepared by Kanata Theatre’s auditors and shall
            not be responsible for any loss or damage resulting from
            acting upon such statement or report.


(Last amended: March 8, 2000)