EXHIBIT 3.2





                                     BYLAWS

                                       OF

                              AMEXDRUG CORPORATION





<PAGE>



                                TABLE OF CONTENTS


ARTICLE I OFFICE...............................................................1
          ------
         Section 1.1  Office...................................................1
         -------------------

ARTICLE II  SHAREHOLDERS' MEETING..............................................1
            ---------------------
         Section 2.1 Annual Meetings...........................................1
         Section 2.2  Special Meetings.........................................2
         Section 2.3  Notice of Shareholders' Meetings.........................2
         Section 2.4  Waiver of Notice.........................................3
         Section 2.5  Place of Meeting.........................................3
         Section 2.6  Closing of Transfer Books or Fixing Records Date.
                   ............................................................3
         Section 2.7  Quorum of Shareholders...................................4
         Section 2.8  Voting Lists.............................................5
         Section 2.9  Voting...................................................5
         Section 2.10  Proxies.................................................5
         Section 2.11  Informal Action by Shareholders.........................6

ARTICLE III  BOARD OF DIRECTORS................................................6
             ------------------
         Section 3.1  General Powers...........................................6
         Section 3.2  Number, Tenure and Qualifications........................6
         Section 3.3  Election of the Board of Directors.......................6
         Section 3.4  Regular Meetings.........................................6
         Section 3.5  Special Meeting..........................................7
         Section 3.6  Waiver of Notice.........................................7
         Section 3.7  Quorum...................................................7
         Section 3.8  Manner of Acting.........................................8
         Section 3.9  Powers of Directors......................................8
         Section 3.10  Specific Powers of Directors............................8
         Section 3.11  Vacancies..............................................10
         Section 3.12  Removals...............................................10
         Section 3.13  Resignations...........................................11
         Section 3.14  Presumption of Assent..................................11
         Section 3.15  Compensation...........................................11
         Section 3.16  Emergency Power........................................12
         Section 3.17  Chairman. .............................................12

ARTICLE IV  OFFICERS..........................................................12
            --------
         Section 4.1  Number..................................................12
         Section 4.2  Election and Term of Office.............................12
         Section 4.3  Resignation.............................................13
         Section 4.4  Removal.................................................13
         Section 4.5 Vacancies................................................13
         Section 4.6  President...............................................13
         Section 4.7  Vice President..........................................14
         Section 4.8  Secretary...............................................14

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         Section 4.9  Treasurer...............................................15
         Section 4.10  General Manager........................................15
         Section 4.11  Other Officers.........................................16
         Section 4.12  Salaries...............................................16
         Section 4.13  Surety Bonds...........................................16

ARTICLE V  COMMITTEES.........................................................16
           ----------
         Section 5.1  Executive Committee.....................................16
         Section 5.2  Other Committees........................................17

ARTICLE VI  CONTRACTS, LOANS, DEPOSITS AND CHECKS.............................17
            -------------------------------------
         Section 6.1  Contracts...............................................17
         Section 6.2  Loans...................................................17
         Section 6.3  Deposits................................................18
         Section 6.4  Checks and Drafts.......................................18
         Section 6.5  Bonds and Debentures....................................18

ARTICLE VII  CAPITAL STOCK....................................................19
             -------------
         Section 7.1  Certificate of Shares...................................19
         Section 7.2  Transfer of Shares......................................19
         Section 7.3  Transfer Agent and Registrar............................20
         Section 7.4  Lost or Destroyed Certificates..........................20
         Section 7.5  Consideration for Shares................................20
         Section 7.6  Registered Shareholders.................................20

ARTICLE VIII  INDEMNIFICATION.................................................21
              ---------------
         Section 8.1  Indemnification.........................................21
         Section 8.2  Other Indemnification...................................21
         Section 8.3  Insurance...............................................22
         Section 8.4  Settlement by Corporation...............................22

ARTICLE IX  AMENDMENTS........................................................22
            ----------

ARTICLE X  FISCAL YEAR........................................................23
           -----------

ARTICLE XI DIVIDENDS..........................................................23
           ---------

ARTICLE XII  CORPORATE SEAL...................................................23
             --------------

                                       ii

<PAGE>





                                     BYLAWS

                                       OF

                              AMEXDRUG CORPORATION


                                    ARTICLE I

                                     OFFICE

     Section  1.1 Office. The principal  office of the  Corporation  outside the
     -------------------
State of Nevada shall be located at 369 South Doheny Drive,  Suite 326,  Beverly
Hills, California 90211. The Corporation may maintain such other offices, within
or without the State of Nevada,  as the Board of Directors may from time to time
designate.  The location of the principal  office may be changed by the Board of
Directors.

                                   ARTICLE II

                              SHAREHOLDERS' MEETING

     Section 2.1 Annual Meetings. The annual meeting of the  shareholders of the
     ----------------------------
Corporation shall be held at such place within or without the State of Nevada as
shall be set forth in compliance with these Bylaws. The meeting shall be held on
the 1st day of November of each year  beginning with the year 2002 at 10:00 a.m.
If such day is a legal  holiday,  the meeting shall be on the next business day.
This meeting shall be for the election of directors and for the  transaction  of
such other business as may properly come before it.

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     No change of the time or place of a meeting for the election of  directors,
as fixed by the Bylaws, shall be made within sixty (60) days before the election
is to be held.  In case of any change in such time or place for such election of
directors,  notice thereof shall be given to each stockholder  entitled to vote,
in person, or by letter mailed to his last known post office address as shown on
the Corporate books, ten (10) days before the election is held.

     In the event that such annual  meeting is omitted by oversight or otherwise
on the date herein  provided  for, the  directors  shall cause a meeting in lieu
thereof to be held as soon  thereafter as  conveniently  may be called,  and any
business  transacted  or elections  held at such meeting shall be as valid as if
transacted or held at the annual meeting. If the election of directors shall not
be held on the date designated herein for an annual meeting of shareholders,  or
at any adjournment  thereof,  the Board of Directors shall cause the election to
be  held  at a  special  meeting  of  shareholders  as  soon  thereafter  as may
conveniently  be called.  Such  subsequent  meetings shall be called in the same
manner as is provided for the annual meeting of shareholders.

     Section 2.2 Special Meetings. Special meetings of shareholders,  other than
     ----------------------------
those regulated by statute, may be called at any time by the President,  or by a
majority of the  directors,  and must be called by the  President  upon  written
request of the

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holders of not less than 10% of the issued and  outstanding  shares  entitled to
vote at such special meeting.

     Section 2.3 Notice of Shareholders' Meetings. The President, Vice President
     --------------------------------------------
and Secretary  shall give written notice stating the place,  day and hour of the
meeting,  and in the case of a special meeting the purpose or purposes for which
the meeting is called,  which shall be delivered not less then ten nor more than
sixty days before the day of the meeting,  either  personally or by mail to each
shareholder of record entitled to vote at such meeting.  If mailed,  such notice
shall be deemed  to be  delivered  when  deposited  in the  United  States  mail
addressed  to the  shareholder  at his address as it appears on the books of the
Corporation, with postage thereon prepaid.

     Any  meeting  of which  all  shareholders  shall at any time  waive or have
waived  notice  in  writing  shall be a legal  meeting  for the  transaction  of
business  notwithstanding  that  notice  has  not  been  given  as  hereinbefore
provided.

     Section 2.4 Waiver of Notice.  Whenever  any notice is required to be given
     ----------------------------
by these Bylaws, or the Articles of Incorporation,  or by any of the Corporation
Laws of the State of Nevada,  a  shareholder  may waive the notice of meeting by
attendance,  either in person or by proxy,  at the meeting,  or by so stating in
writing,  either before or after such  meeting.  Attendance at a meeting for the
express purpose of objecting that

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the meeting was not lawfully called or convened shall not, however, constitute a
waiver of notice.

     Section 2.5 Place of Meeting.  The Board of  Directors  may  designate  any
     ----------------------------
place, either within or without the State of Nevada, as the place of meeting for
any annual meeting 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  office  of the  Corporation,  in the  City of
Clearfield, Utah.

     Section 2.6  Closing of  Transfer  Books or Fixing  Records  Date.  For the
     -----------------------------------------------------------------
purpose of determining shareholders entitled to notice or to vote at any meeting
of shareholders or any adjournment  thereof, or shareholder  entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose,  the Board of Directors of the Corporation may provide
that the stock  transfer  books be closed for a period not to exceed in any case
fifty (50) days. If the stock  transfer books shall be closed for the purpose of
determining shareholders,  such books shall be closed for at least ten (10) days
immediately  preceding the date determined to be the date of record.  In lieu of
closing the stock  transfer  books,  the Board of Directors may fix in advance a
date as the record date for any such determination of shareholders, such date in
any  case to be not more  than  sixty  (60)  days  and in case of a  meeting  of
shareholders not less than ten

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(10)  days  prior to the date on which  the  particular  action  requiring  such
determination  of  shareholders  is to be taken. If the stock transfer books are
not closed and no record  date is fixed for the  determination  of  shareholders
entitled  to notice  or to vote at a meeting  of  shareholders  or  shareholders
entitled to receive  payment of a dividend,  the date on which the resolution of
the Board of Directors  declaring such dividend is adopted,  as the case may be,
shall be deemed  the  record  for such  determination  of  shareholders.  When a
determination  of  shareholders  entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall apply to any
adjournment thereof.

     Section  2.7  Quorum of  Shareholders.  Except as  herein  provided  and as
     -------------------------------------
otherwise provided by law, at any meeting of shareholders a majority in interest
of all the shares issued and  outstanding  represented by shareholders of record
in person or by proxy shall constitute a quorum, but a less interest may adjourn
any meeting and the meeting may be held as  adjourned  without  further  notice;
provided,  however,  that  directors  shall not be  elected  at the  meeting  so
adjourned.

     If notice of such adjourned meeting is sent to the stockholders entitled to
receive the same, such notice also containing a statement for the purpose of the
meeting  and that the  previous  meeting  failed for lack of a quorum,  and that
under the

                                        5

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provisions of this Section it is proposed to hold the  adjourned  meeting with a
quorum of those present, then any number of stockholders, in person or by proxy,
shall constitute a quorum at such meeting unless otherwise  provided by statute.
When a quorum is present at any  meeting,  a majority  in interest of the shares
represented  thereat  shall decide any  question  brought  before such  meeting,
unless the  question  is one upon which the express  provision  of law or of the
Articles  of  Incorporation  or of these  Bylaws a larger or  different  vote is
required,  in which case such  express  provision  shall  govern and control the
decision of such question.

     Section 2.8 Voting  Lists.  The officer or agent having charge of the stock
     -------------------------
transfer books for shares of the  Corporation  shall make a complete list of the
shareholders  entitled  to vote  at such  meeting  or any  adjournment  thereof,
arranged  in  alphabetical  order,  with the address of and the number of shares
held by each,  which list shall be produced  and kept open at the time and place
of the meeting and shall be subject to the  inspection of any  shareholder,  for
any purpose  germane to the meeting,  during the whole time of the meeting.  The
original  stock  transfer  books  shall be  prima-  facie  evidence  as to which
shareholders  are entitled to examine such list or transfer  books or to vote at
any meeting of shareholders.

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     Failure to comply with the  requirements  of this section  shall not affect
the validity of any action taken at such meeting of the shareholders.

     Section 2.9 Voting. A holder of an outstanding  share entitled to vote at a
     ------------------
meeting may vote at such meeting in person or by proxy.  Except as may otherwise
be  provided  in the  Articles  of  Incorporation,  every  shareholder  shall be
entitled  to one vote for each  share  outstanding  in his name on the record of
shareholders.  Except as herein or in the  Articles of  Incorporation  otherwise
provided,  all  corporate  action shall be determined by a majority of the votes
cast at a meeting of  shareholders  by the  holders of shares  entitled  to vote
thereon.

     Section 2.10 Proxies.  At all meetings of  shareholders,  a shareholder may
     --------------------
vote in person or by proxy executed in writing by the shareholder or by his duly
authorized attorney in fact. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting.  No proxy shall be valid after
eleven months from the date of its execution,  unless otherwise  provided in the
proxy.

     Section 2.11 Informal  Action by  Shareholders.  Any action  required to be
     ----------------------------------------------
taken at a meeting of the  shareholders,  or any action  which may be taken at a
meeting of the shareholders, may be taken without a meeting of the shareholders,
if a consent in writing,  setting forth the action so taken,  shall be signed by
all

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of the shareholders entitled to vote with respect to the subject matter thereof.


                                   ARTICLE III

                               BOARD OF DIRECTORS
                               ------------------

     Section 3.1 General  Powers.  The business  and affairs of the  Corporation
     ---------------------------
shall be managed by its Board of  Directors.  The Board of  Directors  may adopt
such rules and  regulations for the conduct of their meetings and the management
of the Corporation as they deem proper.

     Section 3.2 Number, Tenure and Qualifications.  The number of directors for
     ---------------------------------------------
the Board of  Directors  of the  Corporation  shall be not less than two (2) nor
more than seven (7).  Each  director  shall hold  office  until the next  annual
meeting of the  shareholders and until his successor shall have been elected and
qualified.   Directors  need  not  be  residents  of  the  State  of  Nevada  or
shareholders of the Corporation.

     Section 3.3  Election  of the Board of  Directors.  The Board of  Directors
     -------------------------------------------------
shall be chosen  by  ballot at the  annual  meeting  of  shareholders  or at any
meeting held in place thereof as provided by law.

     Section 3.4 Regular  Meetings.  A regular meeting of the Board of Directors
     -----------------------------
shall be held without other notice than by this Bylaw, immediately following and
at the same place as the annual meeting of the  shareholders.  The Directors may
hold their meetings and

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have one or more  offices,  and keep the books of the  corporation  outside  the
State of Nevada,  at any office or  offices of the  Corporation  or at any other
place as they may from time to time by resolution determine.

     Members of the Board of Directors may participate in a meeting of the Board
by means of conference  telephone or similar  communications  equipment by which
all persons  participating in the meeting can hear each other and  participation
in a meeting under this subsection  shall  constitute  presence in person at the
meeting, pursuant to Nevada Revised Statute, Section 78.315.

     Section 3.5 Special Meeting. Special meetings of the Board of Directors may
     ---------------------------
be called by order of the Chairman of the Board,  the  President or by one-third
of the directors. The Secretary shall give notice of the time, place and purpose
or purposes of each special meeting by mailing the same at least two days before
the meeting or by telephoning or  telegraphing  the same at least one day before
the meeting to each director.

     Section 3.6 Waiver of Notice. Whenever any notice whatsoever is required to
     ----------------------------
be given by these Bylaws,  or the Articles of  Incorporation of the Corporation,
or by any of the Corporation  Laws of the State of Nevada,  a director may waive
the notice of meeting by attendance  in person at the meeting,  or by so stating
in writing, either before or after such meeting. Attendance at a meeting for the
express purpose of objecting that the meeting was

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not  lawfully  called or convened  shall not,  however,  constitute  a waiver of
notice.

     Section  3.7 Quorum.  A majority  of the members of the Board of  Directors
     -------------------
shall  constitute  a quorum for the  transaction  of  business,  but less than a
quorum  may  adjourn  any  meeting  from  time to time  until a quorum  shall be
present,  whereupon  the  meeting may be held,  as  adjourned,  without  further
notice.  At any meeting at which every  director  shall be present,  even though
without any notice, any business may be transacted.

     Section 3.8 Manner of Acting.  At all  meetings of the Board of  Directors,
     ----------------------------
each director  shall have one vote.  The act of a majority  present at a meeting
shall be the act of the Board of  Directors,  provided a quorum is present.  Any
action  required  to be taken or which may be taken at a meeting of the Board of
Directors,  may be taken  without a meeting  of the  Directors,  if a consent in
writing  setting forth the action so taken shall be signed by all the directors.
The  directors  may conduct a meeting by means of a conference  telephone or any
similar  communication  equipment  by which  all  persons  participating  in the
meeting can hear each other.

     Section  3.9 Powers of  Directors.  The Board of  Directors  shall have the
     ---------------------------------
responsibility for the entire management of the business of the Corporation.  In
the  management  and  control  of the  property,  business  and  affairs  of the
Corporation,  the Board of  Directors  is hereby  vested  with all of the powers
possessed by the

                                       10

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Corporation  itself so far as this  delegation of authority is not  inconsistent
with the laws of the State of Nevada and with the Articles of  Incorporation  or
with these Bylaws. The Board of Directors shall have the power to determine what
constitutes net earnings,  profits and surplus,  respectively,  and what amounts
shall be reserved for working capital and for any other purpose and what amounts
shall be declared as dividends, and such determination by the Board of Directors
shall be final and conclusive.

     Section  3.10  Specific  Powers of  Directors.  Without  prejudice  to such
general powers,  it is hereby  expressly  declared that the directors shall have
the following powers to-wit:

          (1)  To adopt and alter a common seal of the corporation.

          (2)  To make and  change  regulations,  not  inconsistent  with  these
               By-Laws,  for the  management  of the  corporation's  affairs and
               business.

          (3)  To  purchase  or  otherwise   acquire  for  the  corporation  any
               property,   rights  or  privileges   which  the   corporation  is
               authorized to acquire.

          (4)  To pay for any  property  purchased  for the  corporation  either
               wholly  or partly in money,  stock,  bonds,  debentures  or other
               securities of the corporation.

          (5)  To borrow  money and to make and issue  notes,  bonds,  and other
               negotiable and transferable instruments, mortgages,

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               deeds of trust  and  trust  agreements,  and to do every  act and
               thing necessary to effectuate the same.

          (6)  To remove any  officer for cause,  or any officer  other than the
               President summarily without cause, and in their discretion,  from
               time to time,  to develop  the  powers and duties of any  officer
               upon any other person for the time being.

          (7)  To  appoint  and  remove or suspend  such  subordinate  officers,
               agents or factors  as they may deem  necessary  and to  determine
               their duties and fix, and from time to time change their salaries
               or  remuneration,  and to require security as and when they think
               fit.

          (8)  To  confer  upon any  officer  of the  corporation  the  power to
               appoint,  remove and  suspend  subordinate  officers,  agents and
               factors.

          (9)  To determine who shall be authorized on the corporation's  behalf
               to make and sign bills, notes, acceptances, endorsements, checks,
               releases, receipts, contracts and other instruments.

          (10) To determine who shall be entitled to vote in the name and behalf
               of the  corporation,  or to assign  and  transfer,  any shares of
               stock,  bonds, or other securities of other  corporations held by
               this corporation.

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          (11) To  delegate  any of the powers of the Board in  relation  to the
               ordinary  business of the  corporation to any standing or special
               committee,   or  to  any   officer  or  agent   (with   power  to
               sub-delegate), upon such terms as they think fit.

          (12) To call special  meetings of the  stockholders for any purpose or
               purposes.

          (13) The  directors  shall have the right and the power to propose any
               amendment  to the  By-Laws  of this  corporation  at any  meeting
               whether  called for that purpose or not and to submit to the next
               regular  meeting of directors  said  proposal or amendment to the
               By-Laws of this corporation.

     Section 3.11 Vacancies. A vacancy in the Board of Directors shall be deemed
     ----------------------
to exist in case of death,  resignation  or removal of any  director,  or if the
authorized number of directors be increased,  or if the shareholders fail at any
meeting of  shareholders  at which any  director is to be elected,  to elect the
full authorized number to be elected at that meeting.

     Any  vacancy  occurring  in the  Board of  Directors  may be  filled  by an
affirmative  vote of the majority of the remaining  directors though less than a
quorum  of the  Board of  Directors,  unless  otherwise  provided  by law or the
Articles of Incorporation. A director elected to fill a vacancy shall be elected
for the unexpired term of his predecessor in office. Any directorship to

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be filled by reason of an increase in the number of directors shall be filled by
election at the annual meeting or at a special  meeting of  shareholders  called
for that purpose.

     Section 3.12  Removals.  Directors may be removed at any time, at a meeting
     ----------------------
called  expressly  for that  purpose  by a vote of the  shareholders  holding  a
majority of the shares issued and outstanding and entitled to vote. Such vacancy
shall be filled by the directors then in office,  though less than a quorum,  to
hold office until the next annual meeting or until his successor is duly elected
and qualified, except that any directorship to be filled by reason of removal by
the shareholders may be filled by election, by the shareholders,  at the meeting
at which the  director is removed.  No  reduction  of the  authorized  number of
directors shall have the effect of removing any director prior to the expiration
of his term of office.

     Section 3.13 Resignations.  A director may resign at any time by delivering
     -------------------------
written  notification  thereof to the President or Secretary of the Corporation.
Such  resignation  shall become  effective  upon its  acceptance by the Board of
Directors;  provided,  however,  that if the  Board of  Directors  has not acted
thereon  within ten days from the date of its delivery,  the  resignation  shall
upon the tenth day be deemed accepted.

     Section 3.14  Presumption of Assent.  A director of the  Corporation who is
     -----------------------------------
present at a meeting of the Board of Directors

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at which  action on any  corporate  matter is taken  shall be  presumed  to have
assented to the action taken unless his dissent  shall be entered in the minutes
of the meeting or unless he shall file his  written  dissent to such action with
the person acting as the Secretary of the meeting before the adjournment thereof
or shall  forward  such  dissent  by  registered  mail to the  Secretary  of the
Corporation  immediately  after the  adjournment  of the meeting.  Such right to
dissent shall not apply to a director who voted in favor of such action.

     Section 3.15  Compensation.  By resolution  of the Board of Directors,  the
     --------------------------
directors shall be paid their 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  or a stated  salary as  director.  No such
payment shall  preclude any director from serving the  Corporation  in any other
capacity and receiving compensation therefor.

     Section 3.16 Emergency Power.  When, due to a national disaster or death, a
     ----------------------------
majority of the directors are  incapacitated  or otherwise  unable to attend the
meetings  and  function  as  directors,  the  remaining  members of the Board of
Directors  shall have all the powers  necessary to function as a complete  Board
and, for the purpose of doing business and filling vacancies, shall constitute a
quorum until such time as all  directors  can attend or vacancies  can be filled
pursuant to these Bylaws.

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     Section 3.17 Chairman. The Board of Directors may elect from its own number
     ---------------------
a Chairman  of the Board,  who shall  preside  at all  meetings  of the Board of
Directors, and shall perform such other duties as may be prescribed from time to
time by the Board of Directors.


                                   ARTICLE IV

                                    OFFICERS
                                    --------

     Section 4.1 Number.  The officers of the Corporation  shall be a President,
     ------------------
one or more Vice Presidents, a Secretary and a Treasurer,  each of whom shall be
elected  by a  majority  of the Board of  Directors.  Such  other  officers  and
assistant officers as may be deemed necessary may be elected or appointed by the
Board of Directors. In its discretion, the Board of Directors may leave unfilled
for any such period as it may determine any office except those of President and
Secretary.  Pursuant to Nevada Revised  Statute,  Section 78.130 any two or more
offices may be held by the same person,  including  the offices of the President
and  Secretary.  Officers  may or may not be directors  or  shareholders  of the
Corporation.

     Section 4.2  Election and Term of Office.  The officers of the  Corporation
     -----------------------------------------
are to be elected by the Board of Directors at the first meeting of the Board of
Directors held after each annual meeting of the shareholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon

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thereafter  as  convenient.  Each officer  shall hold office until his successor
shall  have been duly  elected  and shall have  qualified  or until his death or
until he shall  resign or shall  have been  removed  in the  manner  hereinafter
provided.

     Section 4.3 Resignation. Any officer may resign at any time by delivering a
     -----------------------
written  resignation  either  to  the  President  or to  the  Secretary.  Unless
otherwise specified therein, such resignation shall take effect upon delivery.

     Section  4.4  Removal.  Any officer or agent may be removed by the Board of
     ---------------------
Directors whenever in its judgment the best interests of the Corporation will be
served  thereby but such  removal  shall be without  prejudice  to the  contract
rights, if any, of the person so removed.  Election or appointment of an officer
or agent shall not of itself  create  contract  rights.  Any such removal  shall
require a majority vote of the Board of  Directors,  exclusive of the officer in
question if he is also a director.

     Section  4.5  Vacancies.   A  vacancy  in  any  office  because  of  death,
     -----------------------
resignation, removal, disqualification or otherwise, or if a new office shall be
created,  may be filled by the Board of Directors for the  unexpired  portion of
the term.

     Section 4.6  President.  The  President  shall be the chief  executive  and
     ----------------------
administrative  officer of the Corporation.  He shall preside at all meetings of
the  shareholders  and, in the absence of the Chairman of the Board, at meetings
of the Board of Directors.

                                       17

<PAGE>



He shall exercise such duties as customarily  pertain to the office of President
and shall have general and active  supervision  over the property,  business and
affairs  of the  Corporation  and  over its  several  officers.  He may  appoint
officers,  agents  or  employees  other  than  those  appointed  by the Board of
Directors.  He may sign,  execute  and  deliver in the name of the  Corporation,
powers of attorney,  certificates of stock,  contracts,  bonds, deeds, mortgages
and other  obligations  and shall perform such other duties as may be prescribed
from time to time by the Board of Directors or by the Bylaws.

     Section 4.7 Vice  President.  The Vice President shall have such powers and
     ---------------------------
perform  such duties as may be assigned to him by the Board of  Directors or the
President.  In the absence or disability of the  President,  the Vice  President
designated by the board or the  President  shall perform the duties and exercise
the powers of the President.  In the event there is more than one Vice President
and the Board of Directors has not designated  which Vice President is to act as
President, then the Vice President who was elected first shall act as President.
A Vice President may sign and execute contracts and other obligations pertaining
to the regular course of his duties.

     Section 4.8 Secretary. The Secretary shall keep the minutes of all meetings
     ---------------------
of the  shareholders  and of the Board of Directors and to the extent ordered by
the Board of Directors or the

                                       18

<PAGE>



President,  the minutes of meetings of all committees.  He shall cause notice to
be given of the  meetings of  shareholders,  of the Board of  Directors  and any
committee  appointed by the Board.  He shall have custody of the corporate  seal
and general charge of the records,  documents and papers of the  Corporation not
pertaining  to the  performance  of the duties vested in other  officers,  which
shall at all reasonable times be open to the examination of any director. He may
sign or  execute  contracts  with  the  President  or Vice  President  thereunto
authorized in the name of the  Corporation and affix the seal of the Corporation
thereto.  He shall perform such other duties as may be  prescribed  from time to
time by the  Board  of  Directors  or by the  Bylaws.  He  shall be sworn to the
faithful  discharge  of his  duties.  Assistant  Secretaries  shall  assist  the
Secretary  and shall  keep and  record  such  minutes  of  meetings  as shall be
directed by the Board of Directors.

     Section 4.9  Treasurer.  The  Treasurer  shall have general  custody of the
     ----------------------
collection and  disbursement of funds of the Corporation for collection  checks,
notes,  and other  obligations,  and shall deposit the same to the credit of the
Corporation in such bank or banks or  depositories as the Board of Directors may
designate.  He may sign,  with the  President,  or such other  persons as may be
designated  for the purpose by the Board of Directors,  all bills of exchange or
promissory  notes  of the  Corporation.  He shall  enter or cause to be  entered
regularly in the books of the

                                       19

<PAGE>



Corporation full and accurate accounts of all monies received and paid by him on
account of the Corporation;  shall at all reasonable times exhibit his books and
accounts to any director of the  Corporation  upon  application at the office of
the Corporation  during business hours;  and,  whenever required by the Board of
Directors  or the  President,  shall render a statement  of his  accounts.  Upon
request by the Board of Directors,  he shall give the corporation a bond for the
faithful  discharge  of his duties in such  amount  and with such  surety as the
Board shall  prescribe.  He shall perform such other duties as may be prescribed
from time to time by the Board of Directors or by the Bylaws.

     Section 4.10 General Manager. The Board of Directors may employ and appoint
     ----------------------------
a General  Manager who may, or may not, be one of the  officers or  directors of
the  Corporation.  If employed by the Board of  Directors  he shall be the chief
operating officer of the Corporation and, subject to the directions of the Board
of  Direction,  shall have  general  charge of the  business  operations  of the
Corporation and general supervision over its employees and agents. He shall have
the exclusive  management of the business of the  Corporation  and of all of its
dealings,  but at all times  subject to the  control of the Board of  Directors.
Subject to the approval of the Board of Directors or the executive committee, he
shall employ all employees of the  Corporation,  or delegate such  employment to
subordinate officers, or such division officers, or

                                       20

<PAGE>



such  division  chiefs,  and shall have  authority  to  discharge  any person so
employed.  He shall make a quarterly  report to the President and directors,  or
more often if  required  to do so,  setting  forth the result of the  operations
under his charge,  together  with  suggestions  looking to the  improvement  and
betterment of the condition of the Corporation, and to perform such other duties
as the Board of Directors shall require.

     Section 4.11 Other  Officers.  Other officers shall perform such duties and
     ----------------------------
have such powers as may be assigned to them by the Board of Directors.

     Section 4.12 Salaries.  The salaries or other  compensation of the officers
     ---------------------
of the  Corporation  shall be fixed from time to time by the Board of  Directors
except  that the  Board of  Directors  may  delegate  to any  person or group of
persons the power to fix the salaries or other  compensation  of any subordinate
officers or agents. No officer shall be prevented from receiving any such salary
or  compensation  by  reason  of the  fact  that  he is also a  director  of the
Corporation.

     Section 4.13 Surety Bonds. In case the Board of Directors shall so require,
     -------------------------
any officer or agent of the Corporation  shall execute to the Corporation a bond
in such sums and with sureties as the Board of Directors may direct, conditioned
upon the  faithful  performance  of his  duties  to the  Corporation,  including
responsibility for negligence and for the accounting for all

                                       21

<PAGE>



property, monies or securities of the Corporation which may come into his hands.


                                    ARTICLE V

                                   COMMITTEES
                                   ----------

     Section 5.1  Executive  Committee.  The Board of Directors may appoint from
     ---------------------------------
among its members an Executive  Committee of not less than two (2) nor more than
five (5) members, one of whom shall be the President, and shall designate one or
more of its  members  as  alternates  to  serve as a member  or  members  of the
Executive Committee in the absence of a regular member or members.  The Board of
Directors reserves to itself alone the power to declare dividends,  issue stock,
recommend  to  shareholders  any action  requiring  their  approval,  change the
membership of any committee at any time, fill vacancies  therein,  and discharge
any committee either with or without cause at any time. Subject to the foregoing
limitations, the Executive Committee shall possess and exercise all other powers
of the Board of Directors during the intervals between meetings.

     Section 5.2 Other Committees.  The Board of Directors may also appoint from
     ----------------------------
among its own members such other  committees as the Board may  determine,  which
shall in each case consist of not less than two directors,  and which shall have
such  powers and duties as shall from time to time be  prescribed  by the Board.
The President shall be a member ex officio of each committee appointed


                                       22

<PAGE>



by the Board of  Directors.  A majority of the members of any  committee may fix
its rules of procedure.


                                   ARTICLE VI

                      CONTRACTS, LOANS, DEPOSITS AND CHECKS
                      -------------------------------------

     Section 6.1 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 6.2 Loans. No loan or advances shall be contracted on behalf of the
     -----------------
Corporation,  no negotiable paper or other evidence of its obligations under any
loan or advance shall be issued in its name, and no property of the  Corporation
shall be mortgaged,  pledged,  hypothecated  or  transferred as security for the
payment of any loan,  advance,  indebtedness  or  liability  of the  Corporation
unless  and  except  as  authorized   by  the  Board  of  Directors.   Any  such
authorization may be general or confined to specific instances.

     Section 6.3 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  depositories  as the Board of  Directors  may
select, or as may be selected by any officer or agent authorized to do so by the
Board of Directors.

                                       23

<PAGE>



     Section  6.4 Checks and Drafts.  All notes,  drafts,  acceptances,  checks,
     ------------------------------
endorsements and evidences of indebtedness of the Corporation shall be signed by
such officer or officers of such agent or agents of the  Corporation and in such
manner as the Board of Directors from time to time may  determine.  Endorsements
for  deposit  to the  credit of the  Corporation  in any of its duly  authorized
depositories shall be made in such manner as the Board of Directors from time to
time may determine.

     Section 6.5 Bonds and  Debentures.  Every bond or  debenture  issued by the
     ---------------------------------
Corporation  shall be  evidenced  by an  appropriate  instrument  which shall be
signed by the  President  or a Vice  President  and by the  Treasurer  or by the
Secretary,  and  sealed  with  the  seal of the  Corporation.  The  seal  may be
facsimile,  engraved or printed.  Where such bond or debenture is  authenticated
with the manual  signature of an authorized  officer of the Corporation or other
trustee designated by the indenture of trust or other agreement under which such
security is issued,  the signature of any of the  Corporation's  officers  named
thereon may be facsimile.  In case of any officer who signed, or whose facsimile
signature  has been used on any such  bond or  debenture,  shall  cease to be an
officer of the  Corporation for any reason before the same has been delivered by
the  Corporation,  such bond or  debenture  may  nevertheless  be adopted by the
Corporation and issued and delivered

                                       24

<PAGE>



as though the person who signed it or whose  facsimile  signature  has been used
thereon had not ceased to be such officer.


                                       25

<PAGE>



                                   ARTICLE VII

                                  CAPITAL STOCK
                                  -------------

     Section 7.1 Certificate of Shares.  The shares of the Corporation  shall be
     ---------------------------------
represented by certificates prepared by the Board of Directors and signed by the
President  or  the  Vice  President,  and  by  the  Secretary,  or an  Assistant
Secretary,  or the Treasurer,  and sealed with the seal of the  Corporation or a
facsimile.  The signatures of such officers upon a certificate may be facsimiles
if the  certificate  is  countersigned  by a transfer  agent or  registered by a
registrar  other  than  the  Corporation  itself  or one of its  employees.  All
certificates for shares shall be consecutively numbered or otherwise identified.
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 cancelled  and no new  certificate  shall be
issued until the former  certificate for a like number of shares shall have been
surrendered and cancelled, except that in case of a lost, destroyed or mutilated
certificate  a new one may be issued  therefor  upon such terms and indemnity to
the Corporation as the Board of Directors may prescribe.

     Section 7.2 Transfer of Shares. Transfer of shares of the Corporation shall
     ------------------------------
be made only on the stock transfer books of the


                                       26

<PAGE>



Corporation by the holder of record thereof or by his legal representative,  who
shall  furnish  proper  evidence of authority  to  transfer,  or by his attorney
thereunto  authorized  by power of  attorney  duly  executed  and filed with the
Secretary  of  the  Corporation,  and  on  surrender  for  cancellation  of  the
certificate for such shares.  The person in whose name shares stand on the books
of the  Corporation  shall be deemed by the  Corporation to be the owner thereof
for all purposes.

     Section 7.3 Transfer Agent and Registrar. The Board of Directors shall have
     ----------------------------------------
power to appoint one or more transfer agents and registrars for the transfer and
registration of  certificates of stock of any class,  and may require that stock
certificates  shall  be  countersigned  and  registered  by one or  more of such
transfer agents and registrars.

     Section 7.4 Lost or Destroyed Certificates. The Corporation may issue a new
     ------------------------------------------
certificate to replace any certificate  theretofore issued by it alleged to have
been lost or  destroyed.  The Board of Directors may require the owner of such a
certificate or his legal  representatives to give the Corporation a bond in such
sum and with such sureties as the Board of Directors may direct to indemnify the
Corporation and its transfer agents and registrars,  if any, against claims that
may be  made  on  account  of the  issuance  of  such  new  certificates.  A new
certificate may be issued without requiring any bond.

                                       27

<PAGE>



     Section 7.5 Consideration for Shares.  The capital stock of the Corporation
     ------------------------------------
shall be issued for such consideration, but not less than the par value thereof,
as shall be fixed from time to time by the Board of Directors. In the absence of
fraud,  the  determination  of the  Board of  Directors  as to the  value of any
property or  services  received  in full or partial  payment of shares  shall be
conclusive.

     Section 7.6 Registered  Shareholders.  The Corporation shall be entitled to
     ------------------------------------
treat the holder of record of any share or shares of stock as the holder thereof
in fact,  and shall not be bound to recognize any equitable or other claim to or
on behalf of the  Corporation,  any and all of the rights and powers incident to
the  ownership  of such  stock at any such  meeting,  and shall  have  power and
authority  to  execute  and  deliver  proxies  and  consents  on  behalf  of the
Corporation in connection with the exercise by the Corporation of the rights and
powers  incident to the ownership of such stock.  The Board of  Directors,  from
time to time may confer like powers upon any other person or persons.


                                  ARTICLE VIII

                                 INDEMNIFICATION
                                 ---------------

     Section 8.1  Indemnification.  No officer or director  shall be  personally
     ----------------------------
liable for any obligations arising out of any acts or conduct of said officer or
director  performed for or on behalf of the Corporation.  The Corporation  shall
and does hereby indemnify

                                       28

<PAGE>



and hold harmless each person and his heirs and  administrators  who shall serve
at any time  hereafter  as a director  or officer  of the  Corporation  from and
against any and all claims,  judgments  and  liabilities  to which such  persons
shall become subject by reason of any action alleged to have been  heretofore or
hereafter  taken  or  omitted  to have  been  taken by him as such  director  or
officer,  and shall  reimburse each such person for all legal and other expenses
reasonably  incurred  by him in  connection  with any such  claim or  liability;
including power to defend such person from all suits as provided,  however, that
no such person shall be indemnified  against,  or be reimbursed for, any expense
incurred  in  connection  with any  claim or  liability  arising  out of his own
negligence or willful  misconduct.  The rights  accruing to any person under the
foregoing provisions of this section shall not exclude any other rights to which
he may lawfully be entitled,  nor shall anything herein  contained  restrict the
right of the  Corporation  to indemnify  or reimburse  such person in any proper
case, even though not  specifically  herein provided for. The  Corporation,  its
directors, officers, employees and agents shall be fully protected in taking any
action or making any payment or in refusing so to do in reliance upon the advice
of counsel.

     Section 8.2 Other  Indemnification.  The  indemnification  herein  provided
     ----------------------------------
shall  not be  deemed  exclusive  of any other  rights  to which  those  seeking
indemnification may be entitled under any

                                       29

<PAGE>



bylaw, agreement, vote of shareholders or disinterested directors, or otherwise,
both as to action in his official  capacity and as to action in another capacity
while holding such office,  and shall  continue as to a person who has ceased to
be a director,  officer or employee and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     Section 8.3 Insurance.  The Corporation may purchase and maintain insurance
     ---------------------
on behalf of any person who is or was a  director,  officer or  employee  of the
Corporation,  or is or  was  serving  at the  request  of  another  corporation,
partnership,  joint  venture,  trust or other  enterprise  against any liability
asserted  against him and incurred by him in any liability in any  capacity,  or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against  liability under the provisions of this Article 8
or the laws of the State of Nevada.

     Section  8.4  Settlement  by  Corporation.  The  right of any  person to be
     -----------------------------------------
indemnified shall be subject always to the right of the Corporation by its Board
of Directors,  in lieu of such indemnity, to settle any such claim, action, suit
or proceeding at the expense of the  Corporation by the payment of the amount of
such settlement and the costs and expenses incurred in connection therewith.


                                       30

<PAGE>



                                   ARTICLE IX

                                   AMENDMENTS
                                   ----------

     These  Bylaws  may  be  altered,  amended,  repealed,  or  added  to by the
affirmative  vote of the holders of a majority of the shares entitled to vote in
the election of any director at an annual meeting or at a special meeting called
for that purpose,  provided  that a written  notice shall have been sent to each
shareholder  of record  entitled to vote at such meetings at least ten (10) days
before the date of such annual or special meetings, which notice shall state the
alterations,  amendments, additions, or changes which are proposed to be made in
such  Bylaws.  Only such  changes  shall be made as have been  specified  in the
notice. The Bylaws may also be altered, amended, repealed, or new Bylaws adopted
by a  majority  of the  entire  Board of  Directors  at any  regular  or special
meeting. Any Bylaws adopted by the Board may be altered, amended, or repealed by
a majority of the shareholders entitled to vote.


                                    ARTICLE X

                                   FISCAL YEAR
                                   -----------

     The fiscal year of the  Corporation  shall be December 31 and may be varied
by resolution of the Board of Directors.


                                   ARTICLE XI

                                    DIVIDENDS
                                    ---------

     The Board of Directors may at any regular or special meeting,  as they deem
advisable, declare dividends payable out of the



                                       31

<PAGE>



unreserved and unrestricted earned surplus of the Corporation, such declaration
shall be made in accord with Nevada Revised Statutes Section 78.288 thru 78.300.


                                   ARTICLE XII

                                 CORPORATE SEAL
                                 --------------

     The corporate  seal may be used by causing it or a facsimile  thereof to be
impressed affixed or reproduced or otherwise.

     Adopted by resolution of the Board of Directors  this 10th day of December,
2001.



                                              /S/ Jack Amin
                                             -----------------------
                                             Jack Amin, President



                                       32