By-Laws - China Broadband Corp.


                                    BY-LAWS
                                       OF
                             CHINA BROADBAND CORP.

                   AMENDED AND RESTATED AS OF AUGUST 8, 2001



                              ARTICLE I - OFFICES

The principal office of the Corporation in the State of Nevada shall be located
in the City of Reno. The Corporation may have such other offices, either within
or without the State of Nevada as the Board of Directors may designate or as the
business of the Corporation may require from time to time.

The registered office of the Corporation, may be maintained in the State of
Nevada, but need not be identical with the principal office in the State of
Nevada, and the address of the registered office may be changed from time to
time by the Board of Directors.


                      ARTICLE II - MEETING OF SHAREHOLDERS

SECTION 1 - ANNUAL MEETINGS: (SECTION 7.01*)

The annual meeting of the shareholders of the Corporation shall be held on such
day and at such time as shall be fixed by the Board of Directors, for the
purpose of electing directors, and for transacting such other business as may
properly come before the meeting.

Such date and time as shall be fixed by the Board of Directors for the annual
meeting of the shareholders will, however, not contravene any federal, state or
securities law.

Failure to hold an annual meeting at the time stated in or fixed in accordance
with these Bylaws does not affect the validity of such corporate action.

SECTION 2- SPECIAL MEETINGS: (SECTION 7.02)

Special meetings of the shareholders may be called for any purpose or purposes,
unless otherwise prescribed by statute, at any time by the Board of Directors or
by the President, and shall be called by the President or the Secretary at the
written request of the holders of not less than ten per cent (10%) of all shares
of the Corporation then outstanding entitled to vote thereat, so long as such
written request is signed by all shareholders mentioned herein, describes the
purpose or proposes for which it is to be held and is delivered to the
Corporation.

*Note: Unless otherwise stated in these Bylaws, all references to "Section" in 
these Bylaws refers to sections within the Model Business Corporation Act.


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SECTION 3 - PLACE OF MEETINGS: (SECTION 7.01)

The Board of Directors may designate any place, either within or without the
State of Nevada as the place of meeting for any annual or for any special
meeting called by the Board Of Directors. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be the principal
office of the Corporation in the State of Nevada.


SECTION 4 - NOTICE OF MEETINGS: (SECTION 7.05 & 7.06)

a) Written notice of each meeting of shareholders, whether annual or special,
   stating the time, date, hour of the meeting and place where it is to be held,
   and in the case of a special  meeting,  the purpose or purposes for which the
   meeting is called, (only business within the propose or purposes described in
   the notice of such special  meeting may be conducted at any such  shareholder
   meeting)  shall,  unless  otherwise  prescribed  by  law,  be  served  either
   personally  or by mail by or at the  direction of the President or Secretary,
   or the officer or other person or persons calling the meeting,  not less than
   ten or more than sixty days  before the  meeting,  upon each  shareholder  of
   record entitled to vote at such meeting, and to any other shareholder to whom
   the giving of notice may be required by law. If mailed,  such notice shall be
   deemed to be delivered when deposited in the United States mail, addressed to
   the  shareholder at his/her address as it appears on the stock transfer books
   of the Corporation,  with postage thereon prepaid. If, at any meeting, action
   is proposed to be taken that would, if taken, entitle shareholders to receive
   payment for their shares pursuant to the Business Corporation Act, the notice
   of such meeting shall include a statement of that purpose and to that effect.
   If mailed,  such notice  shall be directed  to each such  shareholder  at his
   address, as it appears on the records of the shareholders of the Corporation,
   unless he shall have previously filed with the Secretary of the Corporation a
   written  request  that  notices  intended  for him be  mailed  to some  other
   address,  in which case, it shall be mailed to the address designated in such
   request.

b) Notice of any meeting need not be given to any person who may become a
   shareholder of record after mailing of such notice,  to any  shareholder  who
   submits a signed waiver of notice either before of after such meeting,  or to
   any shareholder who attends such meeting, in person or by proxy, and fails to
   object to lack of notice or defective  notice of the meeting at the beginning
   of such meeting.

c) If an annual or special shareholders' meeting is adjourned to a different
   date,  time,  or place,  notice need not be given of the new date,  time,  or
   place if the new date,  time,  or place is  announced  at the meeting  before
   adjournment.  If a new  record  date for the  adjoined  meeting is or must be
   fixed by law,  however,  notice of the adjourned  meeting must be given under
   this  section of these  Bylaws to person who are  shareholders  as of the new
   record date.


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SECTION 5 - QUORUM: (SECTION 7.25)

a) Except as otherwise provided herein, or by law, or in the Articles of
   Incorporation  (such  Articles and any amendments  thereof being  hereinafter
   collectively  referred  to  as  the  "Articles  of  Incorporation",   at  all
   shareholders'  meetings, a majority of the shares of the Corporation entitled
   to vote thereat and  represented at such meeting either in person or by proxy
   shall constitute a quorum. If less than a majority of the outstanding  shares
   entitled to vote are  represented at a shareholders'  meeting,  a majority of
   the shares so  represented  may adjourn the meeting from time to time without
   further notice.  At such adjourned meeting at which a quorum shall be present
   or presented, any business may be transacted which might have been transacted
   at the  meeting as  originally  notice.  The  shareholders  present at a duly
   organized  meeting  may  continue  to transact  business  until  adjournment,
   notwithstanding  the withdrawal of enough  shareholders  to leave less than a
   quorum.

SECTION 6 - VOTING: (SECTION 7.04, 7.21 & 7.22)

a) Except as otherwise provided by statute or by the Articles of Incorporation,
   any  corporate  action,  other than the  election of directors to be taken by
   vote of the shareholders,  shall be authorized by a majority of votes cast at
   a meeting of shareholders by the holders of shares entitled to vote thereon.

b) Except as otherwise provided by statute or by the Articles of Incorporation,
   at each meeting of shareholders,  each  outstanding  share of the Corporation
   entitled  to vote  thereat,  shall be  entitled  to one  vote for each  share
   registered in his name on the books of the  Corporation  on each matter voted
   on at such shareholders' meeting.

c) Each shareholder entitled to vote or to express consent or dissent without a
   meeting,  may do so in  person  or by  proxy;  provided,  however,  that  the
   instrument  authorizing such proxy to act shall have been executed in writing
   by the shareholder himself, or by his duly authorized  attorney-in-fact which
   is sent to the  Secretary  or  other  officer  or  agent  of the  Corporation
   authorized to tabulate votes. No proxy shall be valid after the expiration of
   eleven months from the date of its execution, unless the persons executing it
   shall have  specified  therein the length of time it is to continue in force.
   Such instrument shall not be valid until received by the Secretary,  or other
   officer or agent  authorized  to  tabulate  votes at the meeting and shall be
   filed with the records of the  Corporation.  The death or  incapacity  of the
   shareholder  appointing a proxy does not affect the right of the  Corporation
   to accept the proxy's  authority  unless notice of the death or incapacity is
   received  by the  secretary  or other  officer  or  agent of the  Corporation
   authorized to tabulate votes before the proxy  exercises his or her authority
   under the appointment.

d) Any action required or permitted to betaken at a meeting of the shareholders
   may be taken  without a meeting if a consent in  writing,  setting  forth the
   action so taken shall be signed by all of the  shareholders  entitled to vote
   with respect to the subject matter thereof.


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                        ARTICLE III - BOARD OF DIRECTORS

SECTION 1 - NUMBER. ELECTION AND TERM OF OFFICE: (SECTION 8.03 & 8.06)

a) The number of the directors of the Corporation shall be determined by
   shareholders  (note:  only one  director is required by law) unless and until
   otherwise determined by vote of a majority of the entire Board of Directors.

b) Except as may otherwise be provided herein or in the Articles of
   Incorporation,  the members of the Board of Directors of the Corporation, who
   need not be  shareholders  or  residents  of the  State of  Nevada,  shall be
   elected by a majority of the votes cast at a meeting of shareholders,  by the
   holders of shares entitled to vote in the election.

c) Each director shall hold office until the next annual meeting of the
   shareholders,  and until his successor is elected and qualified, or until his
   prior death, resignation or removal.

SECTION 2 - DUTIES AND POWERS: (SECTION 8.01)

The business and affairs of the Corporation shall be managed by the Board of
Directors.

SECTION 3 - ANNUAL AND REGULAR MEETINGS: NOTICE: (SECTION 8.20)

a) A regular annual meeting of the Board of Directors shall be held without any
   other notice than this Bylaw,  immediately following and at the same place as
   the annual meeting of the shareholders at the place of such annual meeting of
   shareholders.

b) The Board of Directors, from time o time, may provide by resolution for the
   time and place,  either within or without the State of Nevada for the holding
   of additional regular meetings without other notice than such resolution.

c) The Board of Directors may participate in any meeting of the Board or conduct
   such  meeting  through  the use of any  means of  communication  in which all
   Directors  participating  may  simultaneously  hear  each  other  during  the
   meeting.  Any or all Directors  participating  by this means are deemed to be
   present and in person at such meeting.

SECTION 4 - SPECIAL MEETINGS: NOTICE: (SECTION 8.22 & 8.23)

a) Special meetings of the Board of Directors may be called by or at the request
   of the  President  or by one of the  directors,  or by any other  officer  or
   individual  so  specified  by the  Board,  at such  time and  place as may be
   specified in the respective notices or waivers of notice thereof.

b) The person or person authorized to call such special meeting may fix any
   places, either within or without the State of Nevada as the place for holding
   any such special meeting called by them.


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c) Notice of special meetings shall be mailed directly to each director,
   addressed to him at his  residence  or usual place of business,  at least two
   days before the day on which the  meeting is to be held,  or shall be sent to
   him at such place by telegram,  radio or cable,  or shall be delivered to him
   personally  or given to him orally,  not later than the day before the day on
   which the meeting is to be held. If mailed, such notice shall be deemed to be
   delivered  when  deposited in the United  States  mail,  so  addressed,  with
   postage thereon prepaid. If notice be given by telegram, such notice shall be
   deemed to be  delivered  when the  telegram  is  delivered  by the  telegraph
   company.  A notice,  or waiver of notice,  except as required by Section 8 of
   this Article III, need not specify the purpose of the meeting.

d) Any Director may waive notice of any meeting. The attendance of a director at
   a meeting shall  constitute a waiver of notice of such meeting except where a
   Director  attends a meeting  for the  express  purpose  of  objecting  to the
   transaction  of any business  because the meeting is not  lawfully  called or
   convened.

SECTION 5 - CHAIRPERSON:

At all meetings of the Board of Directors the Chairperson of the Board, if any
and if present, shall preside. If there shall be no Chairperson, or he shall be
absent, then the President shall preside, and in his absence, a Chairperson
chosen by the Directors shall preside.

SECTION 6 - QUORUM AND ADJOURNMENTS: (SECTION 8.24)

A majority of the number of Directors shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, but if less
than such majority is present a meeting, a majority of the Directors present may
adjourn the meeting from time to time without further notice.

SECTION 7 - MANNER OF ACTING: (SECTION 8.21 & 8.24)

a) At all meetings of the Board of Directors, each director present shall have
   one vote, irrespective of the number of shares of stock, if any, which he may
   hold.

b) If a quorum is present when a vote is taken, the affirmative vote of a
   majority of Directors present is the act of the Board of Directors unless the
   Articles  of  Incorporation  or these  Bylaws  require  the vote of a greater
   number of Directors.

c) A Director who is present at a meeting of the Board of Directors or a
   committee of the Board of Directors when corporate  action is taken is deemed
   to have assented to the action taken unless:

   i) he objects at the beginning of the meeting, or promptly upon his arrival,
      to holding it or  transacting  business  at the  meeting;  

  ii) his dissent or abstention from the action taken is entered in the minutes 
      of the  meeting;  or 


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 iii) he  delivers  written  notice of his  dissent or abstention to the 
      presiding  officer  of  the  meeting  before  it  adjournment  or  to  the
      Corporation  immediately  after  adjournment of the meeting.  The right of
      dissent or abstention is not available to a Director who votes in favor of
      the action taken.

d) Any action required or permitted to be taken by the Board of Directors at a
   meeting may be taken without a meeting if a consent in writing, setting forth
   the action so taken,  shall be signed by all of the Directors and included in
   the minutes or filed with the corporate records  reflecting the action taken.
   Any such action taken  without a meeting shall be deemed  effective  when the
   last  director  signs the consent,  unless the consent  specifies a different
   effective  date and such signed  consent has the affect of a meeting vote and
   may be described as such in any document.

e) A director of the Corporation who is present at a meeting of the Board of
   Directors when a corporate  action is taken is deemed to have assented to the
   action taken unless:

i) he or she objects at the beginning of the meeting, or promptly upon his
arrival, to holding it or transacting business at the meeting; ii) his or her
dissent or abstention from the action taken is entered in the minutes of the
meeting; or iii) he or she delivers written notice of his dissent or abstention
to the presiding officer of the meeting before its adjournment or immediately
after adjournment of the meeting. The right of dissent or abstention is not
available to a Director who votes in favor of the action taken.

SECTION 8 - VACANCIES: (SECTION 8.10)

a) Unless the Articles of Incorporation of the Corporation or these Bylaws
   provide otherwise, if a vacancy occurs on the Board of Directors, including a
   vacancy resulting from any increase in the number of Directors:

   i) the shareholders may fill the vacancy;
  ii) the Board of Directors may fill the vacancy; or
 iii) if the Directors remaining in office constitute fewer than a quorum of the
      Board,  they may fill the vacancy by the affirmative vote of a majority of
      all the Directors remaining in office.

b) If the vacant office was held by a Director elected by a voting group of
   shareholders, only the shareholders of that voting group are entitled to vote
   to fill the vacancy if it is filled by the shareholders.

c) A vacancy that will occur at a specific later date may be filled before the
   vacancy  occurs,  but the new  Director may not take office until the vacancy
   occurs.


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SECTION 9 - RESIGNATION: (SECTION 8.07)

Any director may resign at any time by delivering written notice to the
Corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date.

SECTION 10 - REMOVAL OF DIRECTORS BY SHAREHOLDERS AND DIRECTORS: (SECTION 8.08)

a) Any director may be removed with or without cause at any time by the
   shareholders  of the  Corporation at a special meeting called for the purpose
   of removing him and the meeting notice must state that the purpose, or one of
   the purposes, of the meeting is removal of the director.

b) Any director elected by a voting group of shareholders may be removed only by
   the shareholders of that voting group.

c) Any director may be removed for cause by action of the Board.

SECTION 11 - SALARY: (SECTION 8.11)

By resolution of the Board of Directors, each Director may be paid his/her
expenses, if any, of attendance at each meeting of the Board of Directors, and
may be paid a fixed sum for attendance at each meeting of the Board of
Directors. No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation thereof.

SECTION 12 - CONTRACTS: (SECTION 8.31)

No contract or other transaction between this Corporation and any other
Corporation shall be voidable by the Corporation solely because of a director or
directors' interest in a transaction if:

  i. the material facts of the transaction and the director or directors' 
     interest was disclosed or known to the Board of Directors or a committee 
     of the Board of Directors and the Board or Directors or committee 
     authorized or approved, or ratified the transaction; 
 ii. the material facts of the transaction and the director or directors' 
     interest were disclosed or known to the shareholders entitled to vote and 
     they authorized, approved, or ratified the transaction; or
iii. the transaction was fair to the Corporation.

Such interested Director or Directors may be counted in determining the presence
of a quorum at such meeting. However, such interested director or directors may
not be counted in determining a vote by the Board of Directors to ratify such
contract or transaction in which such director or directors is/are interested.


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SECTION 13 - COMMITTEES: (SECTION 8.25)

The Board of Directors may, by resolution, authorize one or more committees and
appoint members of the Board of Directors to serve on such committees with such
powers and authority, to the extent permitted by law, as may be provided in such
resolution. Sections 2, 3, 4, 6, and 7 of these Bylaws, governing authority of
the Board of Directors, meetings, action without meetings, notice and quorum and
voting requirements shall apply to committees and their members as well.

SECTION 14 - CONTRACTS:

The Board of Directors may authorize any Officer or Officers, agent or agents,
to enter into any contract or execute and deliver any instrument in the name of
and on behalf of the Corporation, and such authority may be general or confined
to specific instances.

SECTION 15 - LOANS:

No loans shall be contracted on behalf of the Corporation and no evidences of
indebtedness shall be issued in its name unless authorized by a resolution of
the Board of Directors. Such authority may be general or confined to specific
instances.

SECTION 16 - CHECKS, DRAFTS, ETC.:

All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation shall be signed
by such Officer or Officers, agent or agents of the Corporation and in such
manner as shall from time to time be determined by resolution of the Board of
Directors.

SECTION 17 - DEPOSITS:

All funds of the Corporation not otherwise employed shall be deposited from time
to time to the credit of the Corporation in such banks, trust companies or other
depositaries as the Board of Directors may select.

                             ARTICLE IV - OFFICERS

SECTION 1 - NUMBER. QUALIFICATIONS. ELECTION AND TERM OF OFFICE: (SECTION 8.40)

(a) The officers of the Corporation shall consist of a President, one or more
   Vice-Presidents  (the  number  thereof  to be  determined  by  the  Board  of
   Directors),  a Secretary, a Treasurer,  and such other officers,  including a
   Chairperson of the Board,  as the Board from time to time may deem necessary,
   each of which is elected by the Board of Directors. Any Officer need not be a
   Director or  shareholder of the  Corporation.  Any two or more offices may be
   held by the same person.


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(b) The officers of the Corporation shall be elected annually by the Board of
   Directors at the first meeting of the Board  following each annual meeting of
   shareholders.  If the election of Officers shall not be held at such meeting,
   such  election  shall  be held  as soon  thereafter  as  conveniently  may be
   possible.

(c) Each officer shall hold office until the annual meeting of the Board of
   Directors next  succeeding his election,  and until his/her  successor  shall
   have been duly elected and shall have been qualified, or until his/her death,
   resignation or removal.

SECTION 2 - RESIGNATION: (SECTION 8.43)

Any officer may resign at any time by delivering written notice of such
resignation to the Corporation. Such resignation shall become effective when
delivered to the Corporation, unless such resignation specifies a later
effective date. If such resignation is made effective a later date and the
Corporation accepts the future effective date, the Corporations Board of
Directors may fill the pending vacancy before the effective date if the Board of
Directors provides that the successor does not take office until the effective
date.

SECTION 3 - REMOVAL: (SECTION 8.43)

The Board of Directors may remove any officer at any time with or without cause.

SECTION 4 - VACANCIES: (SECTION 8.43)

A vacancy in any office by reason of death, resignation, inability to act,
disqualification, or otherwise, may at any time be filled for the unexpired
portion of the term by the Board of Directors.

SECTION 5 - DUTIES OF OFFICERS: (SECTION 8.41)

Each officer has the authority and shall perform the duties set forth in these
Bylaws, and to the extent consistent with these Bylaws, the duties prescribed by
the Board of Directors or by the direction of an officer or officers authorized
by the Board of Directors to prescribe the duties of officers.

SECTION 6 - PRESIDENT:

The President shall be the Principal Executive Officer of the Corporation and,
subject to the control of the Board of Directors, shall in general supervise and
control all of the business and affairs of the Corporation. He/she shall, when
present, preside at all meetings of the shareholders of the Corporation and of
the Board of Directors. He/She may sign, with the Secretary or any other proper
Officer of the Corporation thereunto authorized by the Board of Directors,
certificates for shares of the Corporation and deeds, mortgages, bonds,
contracts, or other instruments which the Board of Directors has authorized to
be executed, except incases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these Bylaws to some other
Officer or agent of the Corporation, or shall be required by law to be 


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otherwise signed or executed, and in general shall perform all duties incident 
to the office of President and such other duties as may be prescribed by the 
Board of Directors from time to time.

SECTION 7 - VICE-PRESIDENTS:

In the absence of the President or in the event of his/her death, inability or
refusal to act, the Vice-President or Vice-Presidents, in the order designated
at the time of their election, or in the absence of any designation, in the
order of their election, shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President. Any Vice-President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation, and shall perform such
other duties as from time to time may be assigned to him/her by the President or
by the Board of Directors.

SECTION 8 - SECRETARY:

The Secretary shall:

(a) keep the minutes of the proceedings of the shareholders and of the Board of
   Directors in one or more books provided for that purpose;
(b) see that all notices are duly given in accordance with the provisions of 
   these Bylaws or as required by law;
(c) be custodian of the corporate records and of the seal of the Corporation 
   and see that the seal of the  Corporation  is  affixed to all  documents  the
   execution  of which  on  behalf  of the  Corporation  under  its seal is duly
   authorized;
(d) keep a register of the post office address of each shareholder of the 
Corporation which shall be furnished to the Secretary by such shareholder.
(e) sign with the President, or a Vice-President, certificates for shares of the
   Corporation,  the issuance of which shall have been  authorized by resolution
   of the Board of Directors;
(f) have general charge of the stock transfer books of the Corporation; and 
(g) in general perform all duties incident to the office of Secretary and such 
   other duties as from time to time may be assigned to him/her by the President
   or by the Board of Directors.

SECTION 9 - TREASURER:

The Treasurer shall:
(a) have charge and custody of and be responsible for all funds and securities 
    of the Corporation;
(b) receive and give receipts for moneys due and payable to the Corporation from
   any  source  whatsoever,  and  deposit  all  such  moneys  in the name of the
   Corporation in such banks, trust companies or other depositaries and shall be
   authorized by the Board of Directors; and
(c) in general perform all the duties incident to the office of Treasurer and 
   such other duties as from time to time may be assigned by the President or by
   the Board of Directors. If required by the Board of Directors,  the Treasurer
   shall give a bond for the faithful  


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   discharge  of his/her  duties in such sum and with such surety or sureties 
   as the Board of Directors shall determine.

SECTION 10 - ASSISTANT SECRETARIES AND ASSISTANT TREASURERS:

The Assistant Secretaries, when authorized by the Board of Directors, may sign
with the President or a Vice-President, certificates for shares of the
Corporation the issuance of which shall have been authorized by a resolution of
the Board of Directors. The Assistant Treasurers shall respectively, if required
by the Board of Directors, give bonds for the faithful discharge of their duties
in such sums and such sureties as the Board of Directors shall determine. The
Assistant Secretaries and Assistant Treasurers, in general shall perform such
duties a shall be assigned to them by the Secretary or Treasurer, respectively,
or by the President or the Board of Directors.

SECTION 11 - SALARIES:

The salaries of the Officers shall be fixed from time to time by the Board of
Directors.

SECTION 12 - CONTRACTS:

The Board of Directors may authorize any Officer or Officers, agent or agents,
to enter into any contract or execute and deliver any instrument in the name of
and on behalf of the Corporation, and such authority may be general or confined
to specific instances.

SECTION 13 - LOANS:

No loans shall be contracted on behalf of the Corporation and no evidence of
indebtedness shall be issued in its name unless authorized by the Board of
Directors.

SECTION 14 - CHECKS, DRAFTS, ETC.:

All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation shall be signed
by such Officer or Officers, agent or agents of the Corporation and in such
manner as shall from time to time be determined by resolution of the Board of
Directors.

SECTION 15 - SHARES OF OTHER CORPORATIONS: (SECTION 6.11)

The President, any Vice-President, or such other person as the Board of
Directors may authorize may execute any proxy, consent, or right to vote
possessed by the Corporation in shares of stock owned by the Corporation subject
to the direction of the Board of Directors.


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                          ARTICLE V - SHARES OF STOCK

SECTION 1 - CERTIFICATE OF STOCK: (SECTION 6.25 & 6.26)

(a) The Board of Directors may authorize the Corporation to issue some or all of
   its shares with or without certificates. The certificates representing shares
   of the Corporation  shall be in such form as shall be adopted by the Board of
   Directors,  and shall be numbered and  registered in the order  issued.  They
   shall bear the  holder's  name and the number of shares,  and shall be signed
   by:

    (i) the Chairman of the Board or the President or a Vice President; and

   (ii) the Secretary or any Assistant Secretary, and may bear the corporate 
        seal or a facsimile  thereof.  The  signatures  of such  Officers upon a
        certificate  may be facsimiles if the  certificate is manually signed on
        behalf of a transfer  agent or a registrar,  other than the  Corporation
        itself or one of is employees and such  certificates  shall remain valid
        if the person who signed such  certificate  no longer  holds office when
        the  certificate  is issued.  The name and address of the person to whom
        the shares represented thereby are issued, with the number of shares and
        date of  issue,  shall be  entered  on the stock  transfer  books of the
        Corporation.   All  certificates  surrendered  to  the  Corporation  for
        transfer shall be canceled and no new certificate  shall be issued until
        the  former  certificate  for a like  number of shares  shall  have been
        surrendered  and  canceled,  except that incase of a lost,  destroyed or
        mutilated certificate, a new one may be issued therefore upon such terms
        and  indemnity  to  the  Corporation  as  the  Board  of  Directors  may
        prescribe.

(b) No certificate, if any, representing shares shall be issued until the full
   amount  of  consideration  therefore  has  been  paid,  except  as  otherwise
   permitted by law.

(c) The Board of Directors may authorize the issuance of certificates for
   fractions of a share,  either represented by a certificate or uncertificated,
   which shall entitle the holder to exercise voting rights,  receive  dividends
   and participate in any assets of the Corporation in the event of liquidation,
   in proportion to the fractional holdings;  or it may authorize the payment in
   cash of the fair  value of  fractions  of a share as of the time  when  those
   entitled to receive such  fractions are  determined;  or it may authorize the
   issuance,  subject to such conditions as may be permitted by law, of scrip in
   registered  or bearer form over the  signature  of an officer or agent of the
   Corporation, exchangeable as therein provided for full shares, but such scrip
   shall not  entitle  the  holder to any  rights  of a  shareholder,  except as
   therein provided.

(d) The Board of Directors, from time to time, may authorize the issuance of
   some or all of the shares of the  Corporation of any or all of its classes or
   series without  certificates.  (Such shares shall be known as "uncertificated
   shares"). Such authorization by the Board of Directors does not affect shares
   of  the  Corporation   already   represented   certificates  until  they  are
   surrendered to the  Corporation.  Within a reasonable time after the issue or


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   transfer  of such  uncertificated  shares,  the  Corporation  shall  send the
   shareholder a written statement of the information  required by law and these
   Bylaws on certificates of shares of the Corporation.

SECTION 2 - LOST OR DESTROYED CERTIFICATES: (SECTION 6.25)

The Board of Directors may direct a new certificate or certificates to be issued
in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the owner claiming the certificate or shares to be
lost, stolen or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificate, or his/her legal representative, to
advertise the same in such manner as it shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.

SECTION 3 - TRANSFERS OF SHARES: (SECTION 6.27)

Upon surrender to the Corporation or the transfer agent of the Corporation a
certificate, when such shares are certificated shares, for shares duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto and to cancel the old certificate and record the
transaction upon its books.

SECTION 4 - RECORD DATE: (SECTION 7.07)

In lieu of closing the share records of the Corporation, the Board of Directors
may fix, in advance, a date not exceeding seventy days, nor less than ten days,
as the record date for the determination of shareholders entitled to receive
notice of, or to vote at, any meeting of shareholders, or to consent to any
proposal without a meeting, or for the purpose of determining shareholders
entitled to receive payment of any dividends, or allotment of any rights, or for
the purpose of any other action. If no record date is fixed, the record date for
the determination of shareholders entitled to notice of or to vote at a meeting
of shareholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if no notice is given, the day on which the
meeting is held, the record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the resolution of
the directors relating thereto is adopted. A determination of shareholders of
record entitled to notice of or to vote at a shareholders' meeting is effective
for any adjournment thereof, unless the directors fix a new record date for the
adjourned meeting, which it must do if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting. If a court orders a
meeting adjourned to a date more than 120 days after the date fixed for the
original meeting, it may provide that the original record date continues in
effect or it may fix a new record date. The record date for determining
shareholders entitled to demand a special meeting or to act without a meeting is
the date the first shareholder signs the demand.


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SECTION 5 - SHAREHOLDERS' LIST: (SECTION 7.20)

The Corporation shall prepare an alphabetical list of the names of all
shareholders who are entitled to notice of a shareholders' meeting, arranged by
voting group, (and within each voting group by class or series of shares), and
show the address of and number of shares held by each shareholder. Such
shareholders' list must be available for inspection by any shareholder beginning
two business days after notice of the meeting is given for which the list was
prepared and continuing through the meeting, and any adjournment thereof at the
Corporation's principal office or a place identified in the meeting notice in
the city where the meeting will be held. A shareholder, his agent or attorney
may, on written demand submitted to the Corporation inspect and copy such list
during regular business hours and at his expense, during the period it is
available for inspection.

                     ARTICLE VI - DIVIDENDS (Section 6.40)

Subject to applicable law, dividends may be declared and paid out of any funds
available therefore, as often, in such amounts, and at such time or times as the
Board of Directors may determine so long as the Corporation is able to pay its
debts as they become due in the usual course of business and the Corporation's
total assets exceed its liabilities once such dividend has been declared and
paid.

                            ARTICLE VII- FISCAL YEAR

The fiscal year of the Corporation shall be fixed, and altered if necessary, by
the Board of Directors from time to time, subject to applicable law.


                  ARTICLE VIII- CORPORATE SEAL (Section 3.02)

The corporate seal, if any, shall be in such form as shall be approved from time
to time by the Board of Directors.

              ARTICLE IX - WAIVER OF NOTICE (Section 7.06 & 8.23)

Whenever any notice is required to be given to any shareholder or Director of
the Corporation under these Bylaws or under the law, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice.

                     ARTICLE X - AMENDMENTS (Section 10.20)

SECTION 1 - BY SHAREHOLDERS:

All Bylaws of the Corporation shall be subject to amend or repeal, and new
by-laws may be made, by a majority vote of the shareholders at the time entitled
to vote in the election of Directors even though these Bylaws may also be
amended or repeated by the Board of Directors.


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SECTION 2 - BY DIRECTORS:

The Board of Directors shall have power to make, adopt, alter, amend and repeal,
from time to time, Bylaws of the Corporation; provided, however, that the
shareholders entitled to vote with respect thereto as in this Article IX
above-provided may alter, amend or repeal Bylaws made by the Board of Directors,
except that the Board of Directors shall have no power to change the quorum for
meetings of shareholders or of the Board of Directors, or to change any
provisions of the Bylaws with respect to the removal of directors or the filling
of vacancies in the Board resulting from the removal by the shareholders or to
amend or repeal a particular Bylaw which the shareholders stated, when passing
such Bylaw, was not subject to amendment or repeal by the Board of Directors. If
any Bylaw regulating an impending election of directors is adopted, amended or
repealed by the Board of Directors, there shall be set forth in the notice of
the next meeting of shareholders for the election of directors, the Bylaw so
adopted, amended or repealed, together with a concise statement of the changes
made.

                          ARTICLE XI - INDEMNIFICATION

SECTION 1- INDEMNIFICATION

The corporation shall, unless prohibited by Nevada Law, indemnify any person (an
"Indemnitee") who is or was involved in any manner (including, without
limitation, as a party or a witness) or is threatened to be so involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, arbitrative or investigative, including without
limitation, any action, suit or proceeding brought by or in the right of the
corporation to procure a judgment in its favor (collectively, a "Proceeding"),
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other entity or enterprise, against all
Expenses and Liabilities actually and reasonably incurred by him in connection
with such Proceeding. The right to indemnification conferred in this Article
shall be presumed to have been relied upon by the directors, officers, employees
and agents of the corporation and shall be enforceable as a contract right and
inure to the benefit of heirs, executors and administrators of such individuals.

SECTION 2 - INDEMNIFICATION CONTRACTS

The Board of Directors is authorized on behalf of the corporation, to enter
into, deliver and perform agreements or other arrangements to provide any
Indemnitee with specific rights of indemnification in addition to the rights
provided hereunder to the fullest extent permitted by Nevada Law. Such
agreements or arrangements may provide (i) that the Expenses of officers and
directors incurred in defending a civil or criminal action, suit or proceeding,
must be paid by the corporation as they are incurred and in advance of the final
disposition of any such action, suit or proceeding provided that, if required by
Nevada Law at the time of such advance, the officer or director provides an
undertaking to repay such amounts if it is ultimately determined by a court of
competent jurisdiction that such individual is not entitled to be indemnified
against such Expenses, (ii) that the Indemnitee shall be presumed to be entitled
to indemnification under this 


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Article or such agreement or arrangement and the corporation shall have the 
burden of proof to overcome that presumption, (iii) for procedures to be 
followed by the corporation and the Indemnitee in making any determination of 
entitlement to indemnification or for appeals therefrom, and (iv) for insurance
or such other Financial Arrangements described in Section 3 of this Article, 
all as may be deemed appropriate by the Board of Directors at the time of 
execution of such agreement or arrangement.

SECTION 3 - INSURANCE AND FINANCIAL ARRANGEMENTS

The corporation may, unless prohibited by Nevada Law, purchase and maintain
insurance or make other financial arrangements ("Financial Arrangements") on
behalf of any Indemnitee for any liability asserted against him and liability
and expenses incurred by him in his capacity as a director, officer, employee or
agent, or arising out of his status as such, whether or not the corporation has
the authority to indemnify him against such liability and expenses. Such other
Financial Arrangements may include (i) the creation of a trust fund, (ii) the
establishment of a program of self-insurance, (iii) the securing of the
corporation's obligation of indemnification by granting a security interest or
other lien on any assets of the corporation, or (iv) the establishment of a
letter of credit, guaranty or surety.

SECTION 4 - DEFINITIONS

For purposes of this Article:

Expenses. The word "Expenses" shall be broadly construed and, without
limitation, means (i) all direct and indirect costs incurred, paid or accrued,
(ii) all attorneys' fees, retainers, court costs, transcripts, fees of experts,
witness fees, travel expenses, food and lodging expenses while traveling,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service, freight or other transportation fees and expenses, (iii) all
other disbursements and out-of-pocket expenses, (iv) amounts paid in settlement,
to the extent permitted by Nevada Law, and (v) reasonable compensation for time
spent by the Indemnitee for which he is otherwise not compensated by the
corporation or any third party, actually and reasonably incurred in connection
with either the appearance at or investigation, defense, settlement or appeal of
a Proceeding or establishing or enforcing a right to indemnification under any
agreement or arrangement, this Article, the Nevada Law or otherwise; provided,
however, that "Expenses" shall not include any judgments or fines or excise
taxes or penalties imposed under the Employee Retirement Income Security Act of
1974, as amended ("ERISA") or other excise taxes or penalties.

Liabilities. "Liabilities" means liabilities of any type whatsoever, including,
but not limited to, judgments or fines, ERISA or other excise taxes and
penalties, and amounts paid in settlement.

Nevada Law. "Nevada Law" means Chapter 78 of the Nevada Revised Statutes as
amended and in effect from time to time or any successor or other statutes of
Nevada having similar import and effect.

This Article. "This Article" means Sections 1 through 4 of Articles 11 of these 
By-Laws or any portion of them.