EXHIBIT 3.2
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                             INDEX TO THE BYLAWS OF

                              ALPHA SPACECOM, INC.

ARTICLE 1 - OFFICES..........................................................  1
             SECTION 1.1  PRINCIPAL OFFICE...................................  1
             SECTION 1.2  REGISTERED OFFICE..................................  1

ARTICLE 2 - SHAREHOLDERS.....................................................  1
             SECTION 2.1  ANNUAL MEETING.....................................  1
             SECTION 2.2  SPECIAL MEETINGS...................................  1
             SECTION 2.3  PLACE OF MEETINGS..................................  2
             SECTION 2.4  NOTICE OF MEETING .................................  2
             SECTION 2.5  MEETING OF ALL SHAREHOLDERS .......................  2
             SECTION 2.6  CLOSING OF TRANSFER BOOKS OR
                  FIXING OF RECORD DATE......................................  2
             SECTION 2.7  VOTING RECORD......................................  3
             SECTION 2.8  QUORUM.............................................  3
             SECTION 2.9  MANNER OF ACTING...................................  3
             SECTION 2.10  PROXIES...........................................  3
             SECTION 2.11  VOTING OF SHARES..................................  3
             SECTION 2.12  VOTING OF SHARES BY CERTAIN SHAREHOLDERS..........  4
             SECTION 2.13  INFORMAL ACTION BY SHAREHOLDERS...................  4
             SECTION 2.14  VOTING BY BALLOT..................................  4
             SECTION 2.15  CUMULATIVE VOTING.................................  5

ARTICLE 3 - BOARD OF DIRECTORS...............................................  5
             SECTION 3.1  GENERAL POWERS.....................................  5
             SECTION 3.2  PERFORMANCE OF DUTIES..............................  5
             SECTION 3.3  NUMBER, TENURE AND QUALIFICATIONS..................  5
             SECTION 3.4  REGULAR MEETINGS...................................  6
             SECTION 3.5  SPECIAL MEETINGS...................................  6
             SECTION 3.6  NOTICE.............................................  6
             SECTION 3.7  QUORUM.............................................  6
             SECTION 3.8  MANNER OF ACTING...................................  6
             SECTION 3.9  INFORMAL ACTION BY DIRECTORS.......................  7
             SECTION 3.10  PARTICIPATION BY ELECTRONIC MEANS.................  7
             SECTION 3.11  VACANCIES.........................................  7
             SECTION 3.12  RESIGNATION.......................................  7
             SECTION 3.13  REMOVAL...........................................  7
             SECTION 3.14  COMMITTEES........................................  7
             SECTION 3.15  COMPENSATION......................................  8
             SECTION 3.16  PRESUMPTION OF ASSENT.............................  8


<PAGE>



ARTICLE 4 - OFFICERS.........................................................  8
             SECTION 4.1  NUMBER.............................................  8
             SECTION 4.2  ELECTION AND TERM OF OFFICE........................  8
             SECTION 4.3  REMOVAL............................................  8
             SECTION 4.4  VACANCIES..........................................  8
             SECTION 4.5  PRESIDENT..........................................  9
             SECTION 4.6  VICE PRESIDENT.....................................  9
             SECTION 4.7  SECRETARY..........................................  9
             SECTION 4.8  TREASURER.......................................... 10
             SECTION 4.9  ASSISTANT SECRETARIES AND ASSISTANT TREASURERS..... 10
             SECTION 4.10  BONDS............................................. 10
             SECTION 4.11  SALARIES.......................................... 10

ARTICLE 5 - CONTRACTS, LOANS, CHECKS AND DEPOSITS............................ 10
             SECTION 5.1  CONTRACTS.......................................... 10
             SECTION 5.2  LOANS.............................................. 10
             SECTION 5.3  CHECKS, DRAFTS, ETC................................ 11
             SECTION 5.4  DEPOSITS........................................... 11

ARTICLE 6 - SHARES, CERTIFICATES FOR SHARES
                  AND TRANSFER OF SHARES..................................... 11
             SECTION 6.1  REGULATION......................................... 11
             SECTION 6.2  CERTIFICATES FOR SHARES............................ 11
             SECTION 6.3  CANCELLATION OF CERTIFICATES....................... 12
             SECTION 6.4  LOST, STOLEN OR DESTROYED CERTIFICATES............. 12
             SECTION 6.5  TRANSFER OF SHARES................................. 12

ARTICLE 7 - FISCAL YEAR...................................................... 12

ARTICLE 8 - DIVIDENDS........................................................ 12

ARTICLE 9 - CORPORATE SEAL................................................... 13

ARTICLE 10 - WAIVER OF NOTICE................................................ 13

ARTICLE 11 - AMENDMENTS...................................................... 13

ARTICLE 12 - EXECUTIVE COMMITTEE............................................. 13
             SECTION 12.1  APPOINTMENT....................................... 13
             SECTION 12.2  AUTHORITY......................................... 13
             SECTION 12.3  TENURE AND QUALIFICATIONS......................... 13
             SECTION 12.4  MEETINGS.......................................... 14
             SECTION 12.5  QUORUM............................................ 14
             SECTION 12.6  INFORMAL ACTION BY EXECUTIVE COMMITTEE............ 14
             SECTION 12.7  VACANCIES......................................... 14
             SECTION 12.8  RESIGNATIONS AND REMOVAL.......................... 14
             SECTION 12.9  PROCEDURE......................................... 14

ARTICLE 13 - INDEMNIFICATION................................................. 15
             SECTION 13.1  INDEMNIFICATION................................... 15
             SECTION 13.2  RIGHT TO INDEMNIFICATION.......................... 15
             SECTION 13.3  GROUPS AUTHORIZED TO MAKE INDEMNIFICATION
                  DETERMINATION.............................................. 16
             SECTION 13.4  PAYMENT AND ADVANCE OF EXPENSES................... 16



<PAGE>


                                     BYLAWS

                                       OF

                              ALPHA SPACECOM, INC.


                               ARTICLE 1 - OFFICES

                          SECTION 1.1 PRINCIPAL OFFICE

     The  initial  principal  office of the  corporation  in the state of Nevada
shall be located  in Las Vegas.  The  corporation  may have such other  offices,
either  within or outside of the state of Nevada as the board of  directors  may
designate, or as the business of the corporation may require from time to time.

                          SECTION 1.2 REGISTERED OFFICE

     The  registered  office of the  corporation,  required by Chapter 78 of the
Nevada  Revised  Statutes to be maintained  in the state of Nevada,  may be, 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 2 - SHAREHOLDERS

                           SECTION 2.1 ANNUAL MEETING

     The annual meeting of the  shareholders  shall be held on the first Tuesday
in the month of May of each year,  commencing with the year 2006, at the hour of
10:00  a.m.,  or at such  other  time on such other day as shall be fixed by the
board of directors for the purpose of electing directors and for the transaction
of such other business as may come before the meeting.  If the day fixed for the
annual  meeting  shall be a legal  holiday in the state of Nevada,  such meeting
shall be held on the next succeeding  business day. If the election of directors
shall not be held on the day  designated  herein for any  annual  meeting of the
shareholders,  or at any adjournment thereof, the board of directors shall cause
the  election  to be held  at a  special  meeting  of the  shareholders  as soon
thereafter as may be convenient.

                          SECTION 2.2 SPECIAL MEETINGS

     Special meetings of the shareholders,  for any purpose or purposes,  unless
otherwise  prescribed by statute, may be called by the president or by the board
of directors, and shall be called by the president at the request of the holders
of not less than one-tenth of all outstanding shares of the corporation entitled
to vote at the meeting.


<PAGE>

                          SECTION 2.3 PLACE OF MEETINGS

     The board of directors may designate any place, either within or outside of
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
principal office of the corporation in the state of Nevada.

                          SECTION 2.4 NOTICE OF MEETING

     Written  notice  stating  the  place,  day  and  hour  of  the  meeting  of
shareholders  and, in case of a special  meeting,  the  purpose or purposes  for
which the meeting is called,  shall, unless otherwise  prescribed by statute, be
delivered  not less than ten nor more than  sixty  days  before  the date of the
meeting,  either personally or by mail, by or at the direction of the president,
or the secretary,  or the officer or other persons calling the meeting,  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 or her address as it appears on the stock
transfer books of the corporation, with postage thereon prepaid.

                     SECTION 2.5 MEETING OF ALL SHAREHOLDERS

     Except as provided by law,  if a majority of the  shareholders  meet at any
time and place,  either within or outside of the state of Nevada, and consent to
the  holding of a meeting at such time and place,  such  meeting  shall be valid
without call or notice, and at such meeting any corporate action may be taken.

         SECTION 2.6 CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE

     For the  purpose of  determining  shareholders  entitled to notice of or to
vote at any meeting of shareholders or any adjournment  thereof, or shareholders
entitled to receive payment of any dividend, or in order to make a determination
of shareholders for any other purpose, the board of directors of the corporation
may provide that the share  transfer  books shall be closed for a stated  period
but not to exceed, in any case, sixty days. If the share transfer books shall be
closed for the purpose of determining  shareholders  entitled to notice of or to
vote at a meeting of  shareholders,  such books shall be closed for at least ten
days immediately  preceding such meeting.  In lieu of closing the share 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 days and,  in case of a meeting  of  shareholders,  not less than ten
days  prior  to  the  date  on  which  the  particular  action,  requiring  such
determination of  shareholders,  is to be taken. If the share transfer books are
not closed and no record  date is fixed for the  determination  of  shareholders
entitled to notice of or to vote at a meeting of  shareholders,  or shareholders
entitled  to receive  payment  of a  dividend,  the date on which  notice of the
meeting is mailed or the date on which the  resolution of the board of directors
declaring such dividend is adopted, as the case may be, shall be the record date
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.


<PAGE>

                            SECTION 2.7 VOTING RECORD

     The officer or agent having charge of the stock  transfer  books for shares
of the  corporation  shall  make,  at least  ten days  before  such  meeting  of
shareholders,  a complete  record of the  shareholders  entitled to vote at each
meeting of  shareholders or any  adjournment  thereof,  arranged in alphabetical
order,  with the address of and the number of shares  held by each.  The record,
for a period  of ten days  prior to such  meeting,  shall be kept on file at the
principal office of the  corporation,  whether within or outside of the state of
Nevada,  and shall be subject to inspection by any  shareholder  for any purpose
germane to the  meeting at any time during  usual  business  hours.  Such record
shall be  produced  and kept open at the time and place of the meeting and shall
be subject to the  inspection  of any  shareholder  during the whole time of the
meeting for the purposes thereof.

     The original  stock  transfer books shall be the prima facie evidence as to
who are the shareholders  entitled to examine the record or transfer books or to
vote at any meeting of shareholders.

                               SECTION 2.8 QUORUM

     A majority of the outstanding  shares of the corporation  entitled to vote,
represented in person or by proxy,  shall  constitute a quorum at any meeting of
shareholders,  except as otherwise  provided by Chapter 78 of the Nevada Revised
Statutes  and the Articles of  Incorporation.  In the absence of a quorum at any
such meeting,  a majority of the shares so  represented  may adjourn the meeting
from time to time for a period not to exceed sixty days without  further notice.
At such adjourned meeting at which a quorum shall be present or represented, any
business may be  transacted  which might have been  transacted at the meeting as
originally  noticed.  The shareholders  present at a duly organized  meeting may
continue to transact business until adjournment,  notwithstanding the withdrawal
during such meeting of that number of  shareholders  whose  absence  would cause
there to be less than a quorum.

                          SECTION 2.9 MANNER OF ACTING

     If a quorum is present,  the affirmative vote of the majority of the shares
represented  at the meeting and entitled to vote on the subject  matter shall be
the act of the shareholders,  unless the vote of a greater  proportion or number
or voting by classes is  otherwise  required  by statute or by the  Articles  of
Incorporation or these bylaws.

                              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  a  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
six months  from the date of its  execution,  unless  otherwise  provided in the
proxy.

                          SECTION 2.11 VOTING OF SHARES

     Unless otherwise provided by these bylaws or the Articles of Incorporation,
each outstanding  share entitled to vote shall be entitled to one vote upon each
matter submitted to vote at a meeting of shareholders, and each fractional share
shall be entitled to a corresponding fractional vote on each such matter.


<PAGE>

              SECTION 2.12 VOTING OF SHARES BY CERTAIN SHAREHOLDERS

     Shares  standing  in the name of another  corporation  may be voted by such
officer, agent or proxy as the bylaws of such corporation may prescribe,  or, in
the  absence  of such  provision,  as the  board  of  directors  of  such  other
corporation may determine.

     Shares  standing  in the  name of a  deceased  person,  a minor  ward or an
incompetent person, may be voted by an administrator,  executor, court appointed
guardian or conservator, either in person or by proxy without a transfer of such
shares into the name of such administrator,  executor,  court appointed guardian
or  conservator.  Shares  standing in the name of a trustee may be voted by him,
either in person or by proxy,  but no trustee  shall be  entitled to vote shares
held by him or her without a transfer of such shares into his or her name.

     Shares standing in the name of a receiver may be voted by such receiver and
shares held by or under the control of a receiver may be voted by such  receiver
without the  transfer  thereof  into the trustee  name if  authority so to do be
contained  in an  appropriate  order of the  court by which  such  receiver  was
appointed.

     A  shareholder  whose  shares are  pledged  shall be  entitled to vote such
shares until the shares have been transferred into the name of the pledgee,  and
thereafter the pledgee shall be entitled to vote the shares so transferred.

     Neither shares of its own stock belonging to this  corporation,  nor shares
of its own stock held by it in a fiduciary capacity, nor shares of its own stock
held by another  corporation if the majority of shares  entitled to vote for the
election of directors of such  corporation  is held by this  corporation  may be
voted,  directly  or  indirectly,  at any  meeting  and shall not be  counted in
determining the total number of outstanding shares at any given time.

     Redeemable  shares  which  have been  called  for  redemption  shall not be
entitled to vote on any matter and shall not be deemed outstanding shares on and
after  the date on which  written  notice  of  redemption  has  been  mailed  to
shareholders  and a sum sufficient to redeem such shares has been deposited with
a bank or trust company with  irrevocable  instruction  and authority to pay the
redemption  price to the holders of the shares upon  surrender  of  certificates
therefore.

                  SECTION 2.13 INFORMAL ACTION BY SHAREHOLDERS

         Except as provided by law, any action required or permitted to be taken
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 a majority of the
shareholders entitled to vote with respect to the subject matter thereof.

                          SECTION 2.14 VOTING BY BALLOT

     Voting on any  question or in any  election may be by voice vote unless the
presiding  officer shall order or any shareholder shall demand that voting be by
ballot.


<PAGE>

                         SECTION 2.15 CUMULATIVE VOTING

     Cumulative  voting  shall not be  permitted  in the election of officers or
directors, or in any other matter.


                         ARTICLE 3 - BOARD OF DIRECTORS

                           SECTION 3.1 GENERAL POWERS

     The business and affairs of the  corporation  shall be managed by its board
of directors.

                        SECTION 3.2 PERFORMANCE OF DUTIES

     A  director  of the  corporation  shall  perform  his or  her  duties  as a
director,  including his or her duties as a member of any committee of the board
upon which he or she may serve,  in good faith, in a manner he or she reasonably
believes to be in the best interests of the  corporation,  and with such care as
an  ordinarily  prudent  person  in a like  position  would  use  under  similar
circumstances.  In performing his or her duties, a director shall be entitled to
rely on  information,  opinions,  reports,  or statements,  including  financial
statements  and other  financial  data,  in each case  prepared or  presented by
persons and groups  listed in paragraphs A, B, and C of this Section 3.2; but he
or she shall  not be  considered  to be  acting  in good  faith if he or she has
knowledge concerning the matter in question that would cause such reliance to be
unwarranted.  A person  who so  performs  his or her  duties  shall not have any
liability by reason of being or having been a director of the corporation. Those
persons and groups on whose  information,  opinions,  reports,  and statements a
director is entitled to rely upon are:

     A. One or more officers or employees of the  corporation  whom the director
reasonably believes to be reliable and competent in the matter presented;

     B. Counsel,  public  accountants,  or other persons as to matters which the
director reasonably  believes to be within such persons'  professional or expert
competence; or

     C. A  committee  of the board  upon  which he or she does not  serve,  duly
designated in accordance with the provision of the Articles of  Incorporation or
the bylaws, as to matters within its designated  authority,  which committee the
director reasonably believes to merit confidence.

                  SECTION 3.3 NUMBER, TENURE AND QUALIFICATIONS

     The number of directors of the corporation shall be fixed from time to time
by resolution of the board of directors,  but in no instance shall there be less
than one director or that number otherwise  required by law. Each director shall
hold office until the next annual  meeting of  shareholders  or until his or her
successor shall have been elected and qualified. Directors need not be residents
of the state of Nevada nor shareholders of the corporation.

     There shall be a chairman of the board, who has been elected from among the
directors.  He or she shall preside at all meetings of the  stockholders  and of
the board of directors. He or she shall have such other powers and duties as may
be prescribed by the board of directors.



<PAGE>

                          SECTION 3.4 REGULAR MEETINGS

     A regular  meeting of the board of directors  shall be held  without  other
notice than this bylaw  immediately  after, and at the same place as, the annual
meeting of shareholders.  The board of directors may provide, by resolution, 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.

                          SECTION 3.5 SPECIAL MEETINGS

     Special  meetings  of the  board of  directors  may be  called by or at the
request of the president or any two directors.  The person or persons authorized
to call  special  meetings of the board of directors  may fix any place,  either
within or without  the state of Nevada,  as the place for  holding  any  special
meeting of the board of directors called by them.

                               SECTION 3.6 NOTICE

     Written  notice  of any  special  meeting  of  directors  shall be given as
follows:

     By mail to each director at his or her business address at least three days
prior to the meeting; or

     By personal  delivery or telegram at least  twenty-four  hours prior to the
meeting to the business address of each director, or in the event such notice is
given on a  Saturday,  Sunday  or  holiday,  to the  residence  address  of each
director.  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 to the telegraph company. Any director may waive notice of
any meeting.  The  attendance  of a director at any 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.  Neither  the  business  to be
transacted  at, nor the purpose of, any regular or special  meeting of the board
of  directors  need be  specified  in the  notice  or  waiver  of notice of such
meeting.

                               SECTION 3.7 QUORUM

     A majority of the number of  directors  fixed by or pursuant to Section 3.2
of this Article 3 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
at a meeting,  a majority of the directors  present may adjourn the meeting from
time to time without further notice.

                          SECTION 3.8 MANNER OF ACTING

     Except as otherwise  required by law or by the  Articles of  Incorporation,
the act of the majority of the directors  present at a meeting at which a quorum
is present shall be the act of the board of directors.


<PAGE>

                    SECTION 3.9 INFORMAL ACTION BY DIRECTORS

     Any action  required or  permitted to be taken by the board of directors or
by a committee  thereof 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 or all of the committee  members  entitled to vote with respect to the
subject matter thereof.

                 SECTION 3.10 PARTICIPATION BY ELECTRONIC MEANS

     Any members of the board of directors or any  committee  designated by such
board may  participate  in a meeting of the board of  directors  or committee by
means of telephone conference or similar  communications  equipment by which all
persons  participating in the meeting can hear each other at the same time. Such
participation shall constitute presence in person at the meeting.

                             SECTION 3.11 VACANCIES

     Any  vacancy  occurring  in the  board of  directors  may be  filled by the
affirmative  vote of a majority of the  remaining  directors  though less than a
quorum of the board of directors.  A director elected to fill a vacancy shall be
elected  for  the  unexpired  term  of his or her  predecessor  in  office.  Any
directorship  to be filled by reason of an increase  in the number of  directors
may be  filled  by  election  by the  board of  directors  for a term of  office
continuing only until the next election of directors by the shareholders.

                            SECTION 3.12 RESIGNATION

     Any director of the  corporation  may resign at any time by giving  written
notice to the president or the secretary of the corporation.  The resignation of
any director  shall take effect upon receipt of notice  thereof or at such later
time as shall be specified  in such  notice;  and,  unless  otherwise  specified
therein,  the acceptance of such  resignation  shall not be necessary to make it
effective.  When one or more directors shall resign from the board, effective at
a future date, a majority of the directors then in office,  including  those who
have so resigned,  shall have power to fill such vacancy or vacancies,  the vote
thereon to take  effect  when such  resignation  or  resignations  shall  become
effective.

                              SECTION 3.13 REMOVAL

     Any director or directors  of the  corporation  may be removed at any time,
with or  without  cause,  in the  manner  provided  in  Chapter 78 of the Nevada
Revised Statutes.

                             SECTION 3.14 COMMITTEES

     By  resolution  adopted  by a  majority  of the  board  of  directors,  the
directors may designate two or more directors to constitute a committee,  any of
which shall have such  authority in the  management  of the  corporation  as the
board of directors  shall  designate and as shall be prescribed by Chapter 78 of
the Nevada Revised Statutes.


<PAGE>

                            SECTION 3.15 COMPENSATION

     By resolution of the board of directors  and  irrespective  of any personal
interest of any of the members,  each  director may be paid his or her expenses,
if any, of attendance at each meeting of the board of directors, and may be paid
a stated salary as director or a fixed sum for attendance at each meeting of the
board of directors or both.  No such payment  shall  preclude any director  from
serving  the  corporation  in any  other  capacity  and  receiving  compensation
therefor.

                       SECTION 3.16 PRESUMPTION OF ASSENT

     A director of the  corporation  who is present at a meeting of the board of
directors at which action on any corporate  matter is taken shall be presumed to
have  assented to the action taken unless his or her dissent shall be entered in
the  minutes of the  meeting  or unless he or she shall file his or her  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.

                              ARTICLE 4 - OFFICERS

                               SECTION 4.1 NUMBER

     The officers of the  corporation  shall be a president,  a secretary  and a
treasurer,  each of whom shall be elected by 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.  Any two or more offices may be held by the
same person.

                     SECTION 4.2 ELECTION AND TERM OF OFFICE

     The  officers of the  corporation  to be elected by the board of  directors
shall be elected  annually by the board of directors at the first meeting of the
board of directors  held after the annual  meeting of the  shareholders.  If the
election of officers  shall not be held at such meeting,  such election shall be
held as soon thereafter as practicable. Each officer shall hold office until his
or her successor  shall have been duly elected and shall have qualified or until
his or her death or until he or she shall  resign or shall have been  removed in
the manner hereinafter provided.

                               SECTION 4.3 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.

                              SECTION 4.4 VACANCIES

     A  vacancy  in  any  office   because  of  death,   resignation,   removal,
disqualification  or otherwise,  may be filled by the board of directors for the
unexpired portion of the term.


<PAGE>

                              SECTION 4.5 PRESIDENT

     The president shall be the chief 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 or she shall,
when  present,  and in the  absence of a chairman  of the board,  preside at all
meetings of the shareholders and of the board of directors.  He or 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, excepted in cases 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 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 4.6 VICE PRESIDENT

     If elected or appointed by the board of directors,  the vice  president (or
in the event there be more than one vice  president,  the vice presidents in the
order  designated  at the  time of  their  election,  or in the  absence  of any
designation,  then in the order of their election)  shall, in the absence of the
president  or in the event of his or her  death,  inability  or  refusal to act,
perform  all 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  treasurer  or an  assistant  treasurer  or 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
or her by the president or by the board of directors.

                              SECTION 4.7 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  which  shall  be  furnished  to the
secretary by such  shareholder;  (e) sign with the chairman or vice  chairman of
the board of directors, or 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 or her by the president or by the board of directors.


<PAGE>


                              SECTION 4.8 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  depositories  as shall be selected in  accordance  with the
provisions of Article 5 of these bylaws;  and (c) in general  perform all of the
duties incident to the office of treasurer and such other duties as from time to
time  may  be  assigned  to him or her  by  the  president  or by the  board  of
directors.

           SECTION 4.9 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS

     The assistant secretaries,  when authorized by the board of directors,  may
sign  with the  chairman  or vice  chairman  of the  board of  directors  or 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 secretaries and assistant treasurers, in general, shall
perform  such  duties  as  shall be  assigned  to them by the  secretary  or the
treasurer, respectively, or by the president or the board of directors.

                               SECTION 4.10 BONDS

     If the board of directors by  resolution  shall so require,  any officer or
agent of the  corporation  shall give bond to the corporation in such amount and
with such surety as the board of directors may deem sufficient, conditioned upon
the faithful performance of their respective duties and offices.

                              SECTION 4.11 SALARIES

     The salaries of the officers  shall be fixed from time to time by the board
of directors and no officer  shall be prevented  from  receiving  such salary by
reason of the fact that he or she is also a director of the corporation.


                ARTICLE 5 - CONTRACTS, LOANS, CHECKS AND DEPOSITS

                              SECTION 5.1 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 5.2 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.


<PAGE>

                        SECTION 5.3 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 5.4 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.


                   ARTICLE 6 - SHARES, CERTIFICATES FOR SHARES
                             AND TRANSFER OF SHARES

                             SECTION 6.1 REGULATION

     The board of directors may make such rules and  regulations  as it may deem
appropriate  concerning the issuance,  transfer and registration of certificates
for shares of the corporation,  including the appointment of transfer agents and
registrars.

                       SECTION 6.2 CERTIFICATES FOR SHARES

     Certificates  representing  shares of the corporation shall be respectively
numbered  serially  for each class of  shares,  or series  thereof,  as they are
issued,  shall be impressed with the corporate seal or a facsimile thereof,  and
shall be signed by the chairman or vice-chairman of the board of directors or by
the president or a vice president and by the treasurer or an assistant treasurer
or by the secretary or an assistant secretary; provided that such signatures may
be  facsimile if the  certificate  is  counter-signed  by a transfer  agent,  or
registered  by a registrar  other than the  corporation  itself or its employee.
Each  certificate  shall  state the name of the  corporation,  the fact that the
corporation is organized or incorporated  under the laws of the state of Nevada,
the name of the person to whom issued,  the date of issue,  the class (or series
of any class), the number of shares represented thereby and the par value of the
shares  represented  thereby or a  statement  that such  shares are  without par
value.   A  statement   of  the   designations,   preferences,   qualifications,
limitations,  restrictions  and special or relative rights of the shares of each
class  shall  be set  forth  in full or  summarized  on the  face or back of the
certificates  which  the  corporation  shall  issue,  or in  lieu  thereof,  the
certificate  may set forth that such a statement or summary will be furnished to
any shareholder upon request without charge. Each certificate shall be otherwise
in such form as may be prescribed by the board of directors and as shall conform
to the rules of any stock exchange on which the shares may be listed.

     The corporation shall not issue certificates representing fractional shares
and shall not be obligated to make any transfers creating a fractional  interest
in a share of stock.  The corporation  may, but shall not be obligated to, issue
scrip in lieu of any fractional shares,  such scrip to have terms and conditions
specified by the board of directors.


<PAGE>

                    SECTION 6.3 CANCELLATION OF CERTIFICATES

     All  certificates  surrendered  to the  corporation  for transfer  shall be
canceled  and no new  certificates  shall be  issued in lieu  thereof  until the
former  certificate for a like number of shares shall have been  surrendered and
canceled,  except as herein  provided with respect to lost,  stolen or destroyed
certificates.

               SECTION 6.4 LOST, STOLEN OR DESTROYED CERTIFICATES

     Any  shareholder  claiming that his or her  certificate for shares is lost,
stolen or destroyed may make an affidavit or  affirmation of that fact and lodge
the  same  with  the  secretary  of the  corporation,  accompanied  by a  signed
application  for  a  new  certificate.  Thereupon,  and  upon  the  giving  of a
satisfactory bond of indemnity to the corporation not exceeding an amount double
the value of the shares as  represented by such  certificate  (the necessity for
such  bond  and the  amount  required  to be  determined  by the  president  and
treasurer of the corporation), a new certificate may be issued of the same tenor
and representing the same number, class and series of shares as were represented
by the certificate alleged to be lost, stolen or destroyed.

                         SECTION 6.5 TRANSFER OF SHARES

     Subject to the terms of any shareholder  agreement relating to the transfer
of  shares  or  other  transfer  restrictions   contained  in  the  Articles  of
Incorporation  or  authorized  therein,  shares  of  the  corporation  shall  be
transferable  on the books of the corporation by the holder thereof in person or
by his or her duly authorized attorney, upon the surrender and cancellation of a
certificate or certificates for a like number of shares.  Upon  presentation and
surrender of a certificate for shares properly endorsed and payment of all taxes
therefor,  the transferee shall be entitled to a new certificate or certificates
in lieu thereof.  As against the  corporation,  a transfer of shares can be made
only on the books of the corporation and in the manner hereinabove provided, and
the corporation  shall be entitled to treat the holder of record of any share as
the owner  thereof and shall not be bound to  recognize  any  equitable or other
claim to or interest in such share on the part of any other  person,  whether or
not it shall have express or other notice thereof, save as expressly provided by
the statutes of the state of Nevada.


                             ARTICLE 7 - FISCAL YEAR

     The fiscal year of the corporation shall end on the last day of December in
each calendar  year.  The fiscal year of the  corporation  may be changed by the
affirmative vote of a majority of the board of directors.


                              ARTICLE 8 - DIVIDENDS

     The board of directors may from time to time declare,  and the  corporation
may pay,  dividends on its  outstanding  shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation.



<PAGE>

                           ARTICLE 9 - CORPORATE SEAL

     The board of  directors  shall  provide a  corporate  seal  which  shall be
circular in form and shall have  inscribed  thereon the name of the  corporation
and the state of incorporation and the words "CORPORATE SEAL."


                          ARTICLE 10 - WAIVER OF NOTICE

     Whenever any notice is required to be given under the  provisions  of these
bylaws or under the  provisions  of the Articles of  Incorporation  or under the
provisions of the Chapter 78 of the Nevada  Revised  Statutes,  or otherwise,  a
waiver  thereof in  writing,  signed by the person or persons  entitled  to such
notice,  whether before or after the event or other circumstance  requiring such
notice, shall be deemed equivalent to the giving of such notice.

                             ARTICLE 11 - AMENDMENTS

     These  bylaws may be  altered,  amended or  repealed  and new bylaws may be
adopted by a majority  of the  directors  present at any meeting of the board of
directors of the corporation at which a quorum is present.


                        ARTICLE 12 - EXECUTIVE COMMITTEE

                            SECTION 12.1 APPOINTMENT

     The board of  directors  by  resolution  adopted by a majority  of the full
board,  may  designate  two or more of its members to  constitute  an  executive
committee.  The  designation  of such  committee and the  delegation  thereto of
authority  shall not  operate to relieve the board of  directors,  or any member
thereof, of any responsibility imposed by law.

                             SECTION 12.2 AUTHORITY

     The  executive  committee,  when the board of  directors is not in session,
shall  have and may  exercise  all of the  authority  of the board of  directors
except to the  extent,  if any,  that such  authority  shall be  limited  by the
resolution appointing the executive committee and except also that the executive
committee shall not have the authority of the board of directors in reference to
amending  the  Articles  of   Incorporation,   adopting  a  plan  of  merger  or
consolidation,  recommending  to the  shareholders  the  sale,  lease  or  other
disposition  of all or  substantially  all of the  property  and  assets  of the
corporation  otherwise  than in the usual and  regular  course of its  business,
recommending to the shareholders a voluntary dissolution of the corporation or a
revocation thereof, or amending the bylaws of the corporation.

                     SECTION 12.3 TENURE AND QUALIFICATIONS

     Each member of the  executive  committee  shall hold office  until the next
regular  annual  meeting  of  the  board  of  directors  following  his  or  her
designation  and until his or her  successor  is  designated  as a member of the
executive committee and is elected and qualified.

<PAGE>

                              SECTION 12.4 MEETINGS

     Regular  meetings of the executive  committee may be held without notice at
such time and  places as the  executive  committee  may fix from time to time by
resolution.  Special  meetings of the  executive  committee may be called by any
member thereof upon not less than one day's notice  stating the place,  date and
hour of the meeting,  which notice may be written or oral, and if mailed,  shall
be deemed to be delivered  when deposited in the United States mail addressed to
the member of the executive committee at his or her business address. Any member
of the executive  committee may waive notice of any meeting and no notice of any
meeting need be given to any member thereof who attends in person. The notice of
a meeting of the executive  committee need not state the business proposed to be
transacted at the meeting.

                               SECTION 12.5 QUORUM

     A majority of the members of the  executive  committee  shall  constitute a
quorum for the transaction of business at any meeting thereof, and action of the
executive  committee must be authorized by the affirmative vote of a majority of
the members present at a meeting at which a quorum is present.

               SECTION 12.6 INFORMAL ACTION BY EXECUTIVE COMMITTEE

     Any action required or permitted to be taken by the executive  committee 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  entitled to vote
with respect to the subject matter thereof.

                             SECTION 12.7 VACANCIES

     Any  vacancy  in the  executive  committee  may be filled  by a  resolution
adopted by a majority of the full board of directors.

                      SECTION 12.8 RESIGNATIONS AND REMOVAL

     Any member of the  executive  committee  may be removed at any time with or
without  cause  by  resolution  adopted  by a  majority  of the  full  board  of
directors.  Any member of the executive  committee may resign from the executive
committee at any time by giving  written notice to the president or secretary of
the corporation,  and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

                             SECTION 12.9 PROCEDURE

     The executive  committee  shall elect a presiding  officer from its members
and may fix its own rules of  procedure  which  shall not be  inconsistent  with
these bylaws.  It shall keep regular  minutes of its  proceedings and report the
same to the board of directors for its  information at the meeting  thereof held
next after the proceedings shall have been taken.


<PAGE>

                          ARTICLE 13 - INDEMNIFICATION

                          SECTION 13.1 INDEMNIFICATION

     The  corporation  may  indemnify  any  person  who was or is a party  or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal,  administrative,  or investigative,
except an action  by or in the right of the  corporation,  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 or
other enterprise,  against expenses, including attorneys' fees, judgments, fines
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection with the action,  suit or proceeding if he acted in good faith and in
a manner  which  he  reasonably  believed  to be in or not  opposed  to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause to believe his conduct as  unlawful.  The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction  or upon a plea of nolo  contendere or its  equivalent,  does not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests of the  corporation,  and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe his conduct was unlawful.

     The  corporation  may  indemnify  any  person  who was or is a party  or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor 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 or other enterprise against expenses,  including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection  with the defense or  settlement of the action or suit if he acted in
good faith and in a manner which he reasonably  believed to be in or not opposed
to the best interest of the corporation. Indemnification may not be made for any
claim,  issue or matter as to which such person has been  adjudged by a court of
competent jurisdiction,  after exhaustion of all appeals therefrom, to be liable
to the corporation or for amounts paid in settlement to the corporation,  unless
and only to the extent that the court in which the action or suit was brought or
other competent jurisdiction determines upon application that in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity for such expenses as the court deems proper.

                      SECTION 13.2 RIGHT TO INDEMNIFICATION

     To  the  extent  that  a  director,  officer,  employee  or  agent  of  the
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit or  proceeding  referred to in  subsections  13.1 and 13.2 of this
Article 13, or in defense of any claim, issue or matter therein, the corporation
shall indemnify him against expenses,  including  attorneys' fees,  actually and
reasonably incurred by him in connection with the defense.


<PAGE>

      SECTION 13.3 GROUPS AUTHORIZED TO MAKE INDEMNIFICATION DETERMINATION

     Any indemnification  under Sections 13.1 or 13.2 of this Article 13, unless
ordered by a court or  advanced  pursuant  to Section  13.2,  may be made by the
corporation  only as authorized in the specific case upon a  determination  that
indemnification  of the  director,  officer,  employee or agent is proper in the
circumstances.  The determination must be made: (a) by the stockholders;  (b) by
the Board of Directors by a majority  vote of a quorum  consisting  of directors
who were not parties to the action,  suit or proceeding;  (c) if a majority vote
of a quorum consisting of directors who were not parties to the action, suite or
proceeding so orders, by independent legal counsel in a written opinion;  or (d)
if a quorum consisting of directors who were not parties to the action,  suit or
proceeding  cannot  be  obtained,  by  independent  legal  counsel  in a written
opinion.

                  SECTION 13.4 PAYMENT AND ADVANCE OF EXPENSES

     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 such  action,  suit or
proceeding,  upon receipt of an  undertaking  by or on behalf of the director or
officer  to  repay  the  amount  if it is  ultimately  determined  by a court of
competent  jurisdiction  that  he is  not  entitled  to be  indemnified  by  the
corporation.  The  provisions  of this  Section  do not  affect  any  rights  to
advancement  of expenses to which  corporate  personnel  other than directors or
officers may be entitled under any contract or otherwise by law.