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                                                                     Exhibit 3.2

                                  COMPOSITE OF

                                     BYLAWS

                                       OF

                        AMERICAN CASINO ENTERPRISES, INC.

                                   AS AMENDED

           ----------------------------------------------------------

                                    ARTICLE I

                                  SHAREHOLDERS

         Section 1.01 Annual Meeting. The annual meeting of the shareholders of
the corporation shall be held at such time as determined by the Board of
Directors, for the purpose of electing directors of the corporation to serve
during the ensuing year and for the transaction of such other business as may
properly come before the meeting. If the election of the directors is not held
on the day designated therein for any annual meeting of the shareholders, or at
any adjournment thereof, the president shall cause the election to be held at a
special meeting of the shareholders as soon thereafter as is convenient.

         Section 1.02 Special Meetings. Special meetings of the shareholders may
be called by the president or the Board of Directors and shall be called by the
president or the Board of Directors and shall be called by the president at the
written request of the holders of not less than 51% of the issued and
outstanding shares of capital stock of the corporation.

         All business lawfully to be transacted by the shareholders may be
transacted at any special meeting or at any adjournment thereof. However, no
business shall be acted upon at a special meeting except that referred to in the
notice calling the meeting, unless all of the outstanding capital stock of the
corporation is represented either in person or by proxy. Where all of the
capital stock is represented, any lawful business may be transacted and the
meeting shall be valid for all purposes.

         Section 1.03 Place of Meetings. Any meeting of the shareholders of the
corporation may be held at its principal office in the State of Nevada or at
such other place as the Board of Directors may designate. A waiver of notice
signed by the shareholders entitled to vote may designate any place for the
holding of such meeting.

         Section 1.04 Notice of Meeting.

                  (a) The secretary shall sign and deliver to all shareholders
of record written or printed notice of any meeting at least ten (10) days, but
not more than sixty (60) days, before the date of such meeting; which notice
shall state the place, date, and time of the meeting, the general nature of the
business to be transacted, and, in the case of any meeting at which directors
are to be elected, the names of nominees, if any, to be presented for election.

                  (b) In the case of any meeting, any proper business may be
presented for action, except that the following items shall be valid only if the
general nature of the proposal is stated in the notice or written waiver of
notice:

                           (1) Action with respect to any contract or
transaction between the corporation and one or more of its directors or another
firm, association, or corporation in which one or more of its directors has a
material financial interest;


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                           (2) Adoption of amendments to the Articles of
Incorporation; or

                           (3) Action with respect to the merger, consolidation,
reorganization, partial or complete liquidation, or dissolution of the
corporation.

                  (c) The notice shall be personally delivered or mailed by
first class mail to each shareholder of record at the last known address
thereof, as the same appears on the books of the corporation, and the giving of
such notice shall be deemed delivered the date the same is deposited in the
United States mail, postage prepaid. If the address of any shareholder does not
appear upon the books of the corporation, it will be sufficient to address any
notice to such shareholder at the principal office of the corporation.

                  (d) The written certificate of the person calling any meeting,
duly sworn, setting forth the substance of the notice, the time and place the
notice was mailed or personally delivered to the several shareholders, and the
addresses to which the notice was mailed shall be prima facie evidence of the
manner and fact of giving such notice.

         Section 1.05 Waiver of Notice. If all of the shareholders of the
corporation shall waive notice of a meeting, no notice shall be required, and,
whenever all of the shareholders shall meet in person or by proxy, such meeting
shall be valid for all purposes without call or notice, and at such meeting any
corporate action may be taken.

         Section 1.06 Determination of Shareholders of Record.

                  (a) The Board of Directors may at any time fix a future date
as a record date for the determination of the shareholders entitled to notice of
any meeting or to vote or entitled to receive payment of any dividend or other
distribution or allotment of any rights or entitled to exercise any rights in
respect of any other lawful action. The record date so fixed shall not be more
than sixty (60) days prior to the date of such meeting nor more than sixty (60)
days prior to any other action. When a record date is so fixed, only
shareholders of record on that date are entitled to notice of and to vote at the
meeting or to receive the dividend, distribution or allotment of rights, or to
exercise their rights, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after the record date.

                  (b) If no record date is fixed by the Board of Directors, then
(1) the record date for determining shareholders entitled to notice of or to
vote at a meeting of shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the day next preceding the day on which the
meeting is held; (2) the record date for determining shareholders entitled to
give consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is necessary, shall be the day on which written
consent is given; and (3) the record date for determining shareholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto, or the sixtieth (60th) day
prior to the date of such other action, whichever is later.

         Section 1.07 Quorum; Adjourned Meetings.

                  (a) At any meeting of the shareholders, a majority of the
issued and outstanding shares of the corporation represented in person or by
proxy, shall constitute a quorum.

                  (b) If less than a majority of the issued and outstanding
shares are represented, a majority of shares so represented may adjourn from
time to time at the meeting, until holders of the amount of stock required to
constitute a quorum shall be in attendance. At any such adjourned meeting at
which a quorum shall be present, any business may be transacted which might have
been transacted as originally called. When a shareholder's meeting is adjourned
to another time or place, notice need not be given of the adjourned meeting if
the time and place thereof are announced at the meeting at which the adjournment
is taken, unless the adjournment is for more than ten (10) days in which event
notice thereof shall be given.

         Section 1.08 Voting.


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                  (a) Each shareholder of record, such shareholder's duly
authorized proxy or attorney-in-fact shall be entitled to one (1) vote for each
share of stock standing registered in such shareholder's name on the books of
the corporation on the record date.

                  (b) Except as otherwise provided herein, all votes with
respect to shares standing in the name of an individual on the record date
(including pledged shares) shall be cast only by that individual or such
individual's duly authorized proxy or attorney-in-fact. With respect to shares
held by a representative of the estate of a deceased shareholder, guardian,
conservator, custodian or trustee, votes may be cast by such holder upon proof
of capacity, even though the shares do not stand in the name of such holder. In
the case of shares under the control of a receiver, the receiver may cast votes
carried by such shares even though shares do not stand in the name of the
receiver provided that the order of the court of competent jurisdiction which
appoints the receiver contains the authority to cast votes carried by such
shares. If shares stand in the name of a minor, votes may be cast only by the
duly appointed guardian of the estate of such minor if such guardian has
provided the corporation with written notice and proof of such appointment.

                  (c) With respect to shares standing in the name of a
corporation on the record date, votes may be cast by such officer or agent as
the bylaws of such corporation prescribe or, in the absence of an applicable
bylaw provision, by such person as may be appointed by resolution of the Board
of Directors of such corporation. In the event no person is so appointed, such
votes of the corporation may be cast by any person (including the officer making
the authorization) authorized to do so by the Chairman of the Board of
Directors, President or any Vice-President of such corporation.

                  (d) Notwithstanding anything to the contrary herein contained,
no votes may be cast by shares owned by this corporation or its subsidiaries, if
any. If shares are held by this corporation or its subsidiaries, if any, in a
fiduciary capacity, no votes shall be cast with respect thereto on any matter
except to the extent that the beneficial owner thereof possesses and exercises
either a right to vote or to give the corporation holding the same binding
instructions on how to vote.

                  (e) With respect to shares standing in the name of two or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants
in common, husband and wife as community property, tenants by the entirety,
voting trustees, persons entitled to vote under a shareholder voting agreement
or otherwise and shares held by two or more persons (including proxy holders)
having the same fiduciary relationship respectfully in the same shares, votes
may be cast in the following manner:

                           (1) If only one such person votes, the vote of such
person binds all.

                           (2) If more than one person casts votes, the act of
the majority so voting binds all.

                           (3) If more than one person casts votes, but the vote
is evenly split on a particular matter, the votes shall be deemed cast
proportionately, as split.

                  (f) Any holder of shares entitled to vote on any matter may
cast a portion of the votes in favor of such matter and refrain from casting the
remaining votes or cast the same against the proposal, except in the case of
elections of directors. If such holder entitled to vote fails to specify the
number of affirmative votes, it will be conclusively presumed that the holder is
casting affirmative votes with respect to all shares held.

                  (g) If a quorum is present, the affirmative vote of holders of
a majority of the shares represented at the meeting are entitled to vote on any
matter shall be the act of the shareholders, unless a vote of greater number or
voting by classes is required by the laws of the State of Nevada, the Articles
of Incorporation or these Bylaws.

         Section 1.09 Proxies. At any meeting of the shareholders, any holder of
shares entitled to vote may authorize another person or persons to vote by proxy
with respect to the shares held by an instrument in writing and subscribed to by
the holder of such shares entitled to vote. No proxy shall be valid after the
expiration of six (6) months from the date of execution thereof, unless coupled
with an interest or unless otherwise specified in the


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proxy. In no event shall the term of a proxy exceed seven (7) years from the
date of its execution. Every proxy shall continue in full force and effect until
its expiration or revocation. Revocation may be effected by filing an instrument
revoking the same or a duly executed proxy bearing a later date with the
secretary of the corporation.

         Section 1.10 Order of Business. At the annual shareholder's meeting,
the regular order of business shall be as follows:

                  1. Determination of shareholders present and existence of
quorum;

                  2. Reports, if any, of the Board of Directors, the president,
treasurer and secretary of the corporation, in the order named;

                  3. Reports of committees, if any;

                  4. Election of directors;

                  5. Unfinished business;

                  6. New business;

                  7. Adjournment.

         Section 1.11 Absentees Consent to Meetings. Transactions of any meeting
of the shareholders are as valid as though had at a meeting duly held after
regular call and notice if a quorum is present, either in person or by proxy,
and if, either before or after the meeting, each of the persons entitled to
vote, not present in person or by proxy (and those who, although present, either
object at the beginning of the meeting to the transaction of any business
because the meeting has not been lawfully called or convened or expressly object
at the meeting to the consideration of matters not included in the notice which
are legally required to be included therein), signs a written waiver of notice
and/or consent to the holding of the meeting or an approval of the minutes
thereof. All such waivers, consents, and approvals shall be filed with the
corporate records and made a part of the minutes of the meeting. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person objects at the beginning of the meeting to the transaction of
any business because the meeting is not lawfully called or convened and except
that attendance at a meeting is not a waiver of any right to object to the
consideration of matters not included in the notice if such objection is
expressly made at the beginning. Neither the business to be transacted at nor
the purpose of any regular or special meeting of the shareholders need be
specified in any written waiver of notice, except as otherwise provided in
Section 1.04(b) of these Bylaws.

         Section 1.12 Action Without Meeting. Any action, except the election of
directors, which may be taken by the vote of the shareholders at a meeting may
be taken without a meeting if consented to by the holders of a majority of the
shares entitled to vote or such greater proportion as may be required by the
laws of the State of Nevada, the Articles of Incorporation, or these Bylaws.
Whenever action is taken by written consent, a meeting of shareholders need not
be called or noticed.

                                   ARTICLE II

                                    DIRECTORS

         Section 2.01 Number, Tenure, and Qualifications. The whole Board of
Directors, consisting of not less than three members, shall be divided into
three classes, as nearly equal in number as possible, which classes are hereby
designated as Class A, Class B and Class C, respectively. The exact number of
directors shall be fixed; from time to time, by the affirmative vote of a
majority of the whole Board of Directors. The term of office of each initial
Class A director shall expire at the third succeeding annual meeting of
stockholders; the term of each initial Class B director at the second succeeding
annual meeting of stockholders; and the term of each initial Class C director at
the first succeeding annual meeting of stockholders. At each annual meeting of
stockholders, directors to succeed those whose terms expire at such annual
meeting shall be elected to hold office for a term expiring at the


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third succeeding annual meeting of stockholders and until their respective
successors are elected and have qualified or until their respective earlier
displacement from office by resignation, removal or otherwise. Article II,
Section 2.05 of these By-Laws notwithstanding, Directors who are appointed by
the Board of Directors to fill vacancies on the Board shall serve out the
balance of the term of the vacating Director. No decrease in the number of
directors constituting the Board of Directors shall shorten the term of any
incumbent director. Notwithstanding the foregoing, and except as otherwise
required by law, whenever the holders of any one or more series of Preferred
Stock shall have the right, voting separately as a class, to elect one or more
directors of the Corporation, the terms of the director or directors elected by
such holder shall expire at the next succeeding annual meeting of stockholders.

         Section 2.02 Resignation. Any director may resign effective upon giving
written notice to the Chairman of the Board of Directors, the president or the
secretary of the corporation, unless the notice specifies a later time for
effectiveness of such resignation. If the Board of Directors accepts the
resignation of a director tendered to take effect at a future date, the Board or
the shareholder may elect a successor to take office when the resignation
becomes effective.

         Section 2.03 Reduction in Number. No reduction of the number of
directors shall have the effect of removing any director prior to the expiration
of his term of office.

         Section 2.04 Removal.

                  (a) The Board of Directors or the shareholders of the
corporation, by majority vote, may declare vacant the office of a director who
has been declared incompetent by an order of a court of competent jurisdiction
or convicted of a felony.

         Section 2.05 Vacancies.

                  (a) A vacancy in the Board of Directors because of death,
resignation, removal, change in number of directors, or otherwise may be filled
by the shareholders at any regular or special meeting or any adjourned meeting
thereof (but not by written consent) or the remaining director(s) by the
affirmative vote of a majority thereof. Each successor so elected shall hold
office until the next annual meeting of shareholders or until a successor shall
have been duly elected and qualified.

                  (b) If, after the filling of any vacancy by the directors, the
directors then in office who have been elected by the shareholders shall
constitute less than a majority of the directors then in office, any holder or
holders of an aggregate of five percent (5%) or more of the total number of
shares entitled to vote may call a special meeting of shareholders to be held to
elect the entire Board of Directors. The terms of office of any director shall
terminate upon such election of a successor.

         Section 2.06 Regular Meetings. Immediately following the adjournment
of, and at the same place as, the annual meeting of the shareholders, the Board
of Directors, including directors newly elected, shall hold its annual meeting
without notice, other than this provision, to elect officers of the corporation
and to transact such further business as may be necessary or appropriate. The
Board of Directors may provide by resolution the place, date, and hour for
holding additional regular meetings.

         Section 2.07 Special Meetings. Special meetings of the Board of
Directors may be called by the chairman and shall be called by the chairman upon
the request of any two (2) directors or the president of the corporation.

         Section 2.08 Place of Meetings. Any meeting of the directors of the
corporation may be held at its principal office in the State of Nevada or at
such other place as the Board of Directors may designate. A waiver of notice
signed by the directors may designate any place for the holding of such meeting.

         Section 2.09 Notice of Meetings. Except as otherwise provided in
Section 2.06, the chairman shall deliver to all directors written or printed
notice of any special meeting, at least three (3) days before the date of such
meeting, by delivery of such notice personally or mailing such notice first
class mail or by telegram. If mailed, the notice shall be deemed delivered two
(2) business days following the date the same is deposited in the United States
mail, postage prepaid. Any director may waive notice of any meeting, and the
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, unless such attendance is for the express purpose of objecting to
the transaction of business thereat because the meeting is not properly called
or convened.


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         Section 2.10 Quorum; Adjourned Meetings.

                  (a) A majority of the Board of Directors in office shall
constitute a quorum.

                  (b) At any meeting of the Board of Directors where a quorum is
not present, a majority of those present may adjourn, from time to time, until a
quorum is present, and no notice of such adjournment shall be required. At any
adjourned meeting where a quorum is present, any business may be transacted
which could have been transacted at the meeting originally called.

         Section 2.11 Action without Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting if a written consent thereto is signed by a
majority of the members of the Board of Directors or of such committee. Such
written consent or consents shall be filed with the minutes of the proceedings
of the Board of Directors or committee. Such action by written consent shall
have the same force and effect as the unanimous vote of the Board of Directors
or committee.

         Section 2.12 Telephonic Meetings. Meetings of the Board of Directors
may he held through the use of a conference telephone or similar communications
equipment so long as all members participating in such meeting can hear one
another at the time of such meeting. Participation in such a meeting constitutes
presence in person at such meeting.

         Section 2.13 Board Decisions. The affirmative vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.

         Section 2.14 Powers and Duties.

                  (a) Except as otherwise provided in the Articles of
Incorporation or the laws of the State of Nevada, the Board of Directors is
invested with the complete and unrestrained authority to manage the affairs of
the corporation, and is authorized to exercise for such purpose as the general
agent of the corporation, its entire corporate authority in such manner as it
sees fit, The Board of Directors may delegate any of its authority to manage,
control or conduct the current business of the corporation to any standing or
special committee or to any officer or agent and to appoint any persons to be
agents of the corporation with such powers, including the power to subdelegate,
and upon such terms as may be deemed fit.

                  (b) The Board of Directors shall present to the shareholders
at annual meetings of the shareholders, and when called for by a majority vote
of the shareholders at a special meeting of the shareholders, a full and clear
statement of the condition of the corporation, and shall, at request, furnish
each of the shareholders with a true copy thereof.

                  (c) The Board of Directors, in its discretion, may submit any
contract or act for approval or ratification at any annual meeting of the
shareholders or any special meeting properly called for the purpose of
considering any such contract or act, provided a quorum is present. The contract
or act shall be valid and binding upon the corporation and upon all the
shareholders thereof, if approved and ratified by the affirmative vote of a
majority of the shareholders at such meeting,

         Section 2.15 Compensation. The directors shall be allowed and paid all
necessary expenses incurred in attending any meetings of the Board, but shall
not receive any compensation for their services as directors until such time as
the corporation is able to declare and pay dividends on its capital stock, or as
otherwise determined by the Board of Directors.

         Section 2.16 Board Officers.

                  (a) At its annual meeting, the Board of Directors shall elect,
from among its members, a chairman to preside at meetings of the Board of
Directors. The Board of Directors may also elect such other board officers and
for such term as it may, from time to time, determine advisable. However, at no
time may a convicted felon be elected as a board officer.

                  (b) Any vacancy in any board office because of death,
resignation, removal or otherwise may be filled by the Board of Directors for
the unexpired portion of the term of such office.

         Section 2.17 Order of Business. The order of business at any meeting of
the Board of Directors shall be as follows:


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                           1. Determination of members present and existence of
                              quorum;

                           2. Reports of officers and committeemen;

                           3. Election of officers;

                           4. Unfinished business;

                           5. New business;

                           6. Adjournment.


                                   ARTICLE III

                                    OFFICERS

         Section 3.01 Election. The Board of Directors, at its first meeting
following the annual meeting of shareholders, shall elect a president, a
secretary and a treasurer to hold office for one (1) year next coming and until
their successors are elected and qualified. At no time may a convicted felon be
elected as an officer of the corporation. Any person may hold two or more
offices. The Board of Directors may, from time to time, by resolution, appoint
one or more vice-presidents, assistance secretaries, assistant treasurers and
transfer agent of the corporation as it may deem advisable; prescribe their
duties; and fix their compensation.

         Section 3.02 Removal; Resignation. Any officer or agent elected or
appointed by the Board of Directors may be removed by it whenever, in its
judgment, the best interests of the corporation would be served thereby. Any
officer may resign at any time upon written notice to the corporation without
prejudice to the rights, if any, of the corporation under any contract to which
the resigning officer is a party.

         Section 3.03 Vacancies. Any vacancy in any office because of death,
resignation, removal or otherwise may be filled by the Board of Directors for
the unexpired portion of the term of such office.

         Section 3.04 President. The president shall be the general manager and
executive officer of the corporation, subject to the supervision and control of
the Board of Directors, and shall direct the corporate affairs, with full power
to execute all resolutions and orders of the Board of Directors not especially
entrusted to some other officer of the corporation. The president shall preside
at all meetings of the shareholders and shall sign the certificate of stock
issued by the corporation, and shall perform such other duties as shall be
prescribed by the Board of Directors.

         Unless otherwise ordered by the Board of Directors, the president shall
have full power and authority on behalf of the corporation to attend and to act
and to vote at any meetings of the shareholders of any corporation in which the
corporation may hold stock and, at any such meetings, shall possess and may
exercise any and all rights and powers incident to the ownership of such stock.
The Board of Directors, by resolution from time to time, may confer like powers
on any person or persons in place of the president to represent the corporation
for these purposes.

         Section 3.05 Vice-President. The Board of Directors may elect one or
more vice-presidents who shall be vested with all the powers and perform all the
duties of the president whenever the president is absent or unable to act,
including the signing of the certificates of stock issued by the corporation,
and the vice-president shall perform such other duties as shall be prescribed by
the Board of Directors.

         Section 3.06 Secretary. The secretary shall keep the minutes of all
meetings of the shareholders and the Board of Directors in books provided for
that purpose. The secretary shall attend to the giving and service of all
notices of the corporation, may sign with the president in the name of the
corporation all contracts authorized by the Board of Directors or appropriate
committee, shall have the custody of the corporate seal, shall affix the
corporate seal to all certificates of stock duly issued by the corporation,
shall have charge of stock certificate books, transfer books and stock ledgers,
and such other books and papers as the Board of Directors or appropriate
committee may direct, and shall, in general, perform all duties incident to the
office of the secretary. All corporate books kept by the secretary shall be open
for examination by any director at any reasonable time.


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         Section 3.07 Assistant Secretary.The Board of Directors may appoint an
assistant secretary who shall have such powers and perform such duties as may be
prescribed for him by the secretary of the corporation or by the Board of
Directors.

         Section 3.08 Treasurer. The treasurer shall be the chief financial
officer of the corporation, subject to the supervision and control of the Board
of Directors, and shall have custody of all the funds and securities of the
corporation. When necessary or proper, the treasurer shall endorse on behalf of
the corporation for collection checks, notes, and other obligations, and shall
deposit all monies to the credit of the corporation in such bank or banks or
other depository as the Board of Directors may designate, and shall sign all
receipts and vouchers for payments made by the corporation. Unless otherwise
specified by the Board of Directors, the treasurer shall sign with the president
all bills of exchange and promissory notes of the corporation, shall also have
the care and custody of the stocks, bonds, certificates, vouchers, evidence of
debts, securities, and such other property belonging to the corporation as the
Board of Directors shall designate, and shall sign all papers required by law,
by these Bylaws, or by the Board of Directors to be signed by the treasurer. The
treasurer shall enter regularly in the books of the corporation, to be kept for
that purpose, full and accurate accounts of all monies received and paid on
account of the corporation and, whenever required by the Board of Directors, the
treasurer shall render a statement of any or all accounts. The treasurer shall
at all reasonable times exhibit the books of account to any directors of the
corporation and shall perform all acts incident to the position of treasurer
subject to the control of the Board of Directors.

         The treasurer shall, if required by the Board of Directors, give bond
to the corporation in such sum and with such security as shall be approved by
the Board of Directors for the faithful performance of all the duties of
treasurer and for restoration to the corporation, in the event of the
treasurer's death, resignation, retirement or removal from office, of all books,
records, papers, vouchers, money and other property belonging to the
corporation. The expense of such bond shall be borne by the corporation.

         Section 3.09 Assistant Treasurer. The Board of Directors may appoint an
assistant treasurer who shall have such powers and perform such duties as may be
prescribed by the treasurer of the corporation or by the Board of Directors, and
the Board of Directors may require the assistant treasurer to give a bond to the
corporation in such sum and with such security as it may approve, for the
faithful performance of the duties of assistant treasurer, and for restoration
to the corporation, in the event of the assistant treasurer's death,
resignation, retirement or removal from office, of all books, records, papers,
vouchers, money and other properly belonging to the corporation. The expense of
such bond shall be borne by the corporation.

                                   ARTICLE IV

                                  CAPITAL STOCK

         Section 4.01 Issuance. Shares of capital stock of the corporation shall
be issued in such manner and at such times, and upon such conditions as shall be
prescribed by the Board of Directors.

         Section 4.02 Certificate. Ownership in the corporation shall be
evidenced by certificates for shares of stock in such form as shall be
prescribed by the Board of Directors, shall be under the seal of the corporation
and shall be signed by the president or vice-president and also by the secretary
or an assistant secretary. Each certificate shall contain the name of the record
holder, the number, designation, if any, class or series of shares represented,
a statement of summary of any applicable rights, preferences, privileges or
restrictions thereon, and a statement that the shares are assessable, if
applicable. All certificates shall be consecutively numbered. The name and
address of the shareholder, the number of shares, and the date of issue shall be
entered on the stock transfer books of the corporation.

         Section 4.03 Surrender; Lost or Destroyed Certificates. All
certificates surrendered to the corporation, except those representing shares of
treasury stock, shall be cancelled and no new certificates shall be issued until
the former certificate for a like number of shares shall have been cancelled,
except that in case of a lost, stolen, destroyed or mutilated certificate, a new
one may be issued therefor. However, any shareholder applying for the issuance
of a stock certificate in lieu of one alleged to have been lost, stolen,
destroyed or mutilated shall, prior to the issuance of a replacement, provide
the corporation with his, her or its affidavit of the facts surrounding the
loss, theft, destruction or mutilation and an indemnity bond in an amount and
upon such terms as the treasurer, or the Board of Directors, shall require. In
no case shall the bond be in an amount less than twice the current market value
of the stock and it shall indemnify the corporation against any loss, damage,
cost or inconvenience arising as a consequence of the issuance of a replacement
certificate.


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         Section 4.04 Replacement Certificate. When the Articles of
Incorporation are amended in any way affecting the statements contained in the
certificates for outstanding shares of capital stock of the corporation or it
becomes desirable for any reason, including, without limitation, the merger or
consolidation of the corporation with another corporation or the reorganization
of the corporation, to cancel any outstanding certificate for shares and issue a
new certificate therefor conforming to the rights of the holder, the Board of
Directors may order any holders of outstanding certificates for shares to
surrender and exchange the same for new certificates within a reasonable time to
be fixed by the Board of Directors. The order may provide that a holder of any
certificate(s) ordered to be surrendered shall not be entitled to vote, receive
dividends or exercise any other rights of shareholders until the holder has
complied with the order provided that such order operates to suspend such rights
only after notice and until compliance.

         Section 4.05 Transfer of Shares. No transfer of stock shall be valid as
against the corporation except on surrender and cancellation of the certificates
therefor, accompanied by an assignment or transfer by the registered owner made
either in person or under assignment. Whenever any transfer shall be expressly
made for collateral security and not absolutely, the collateral nature of the
transfer shall be reflected in the entry of transfer on the books of the
corporation.

         Section 4.06 Transfer Agent. The Board of Directors may appoint one or
more transfer agents and registrars of transfer and may require all certificates
for shares of stock to bear the signature of such transfer agent and such
registrar or transfer.

         Section 4.07 Stock Transfer Books. The stock transfer books shall be
closed for a period of ten (10) days prior to all meetings of the shareholders
and shall be closed for the payment of dividends as provided in Article V hereof
and during such periods as, from time to time, may be fixed by the Board of
Directors, and, during such periods, no stock shall be transferable.

         Section 4.08 Miscellaneous. The Board of Directors shall have the power
and authority to make such rules and regulations not inconsistent herewith as it
may deem expedient concerning the issue, transfer, and registration of
certificates for shares of the capital stock of the corporation.

                                    ARTICLE V

                                    DIVIDENDS

         Section 5.01 Dividends may be declared, subject to the provisions of
the laws of the State of Nevada and the Articles of Incorporation, by the Board
of Directors at any regular or special meeting and may be paid in cash,
property, shares of corporate stock, or any other medium. The Board of Directors
may fix in advance a record date, as provided in Section 1.06 of these Bylaws,
prior to the dividend payment for the purpose of determining shareholders
entitled to receive payment of any dividend. The Board of Directors may close
the stock transfer books for such purpose for a period of not more than ten (10)
days prior to the payment date of such dividend.

                                   ARTICLE VI

             OFFICES; RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS

         Section 6.01 Principal Office.The principal office of the corporation
in the State of Nevada shall be as determined by the Board of Directors, and the
corporation may have an officer in any other state or territory as the Board of
Directors may designate.

         Section 6.02 Records. The stock transfer books and a certified copy of
the Bylaws, Articles of Incorporation, any amendments thereto, and the minutes
of the proceedings of shareholders, the Board of Directors, and committees of
the Board of Directors shall be kept at the principal office of the corporation
for the inspection of all who have the right to see the same and for the
transfer of stock. All other books of the corporation shall be kept at such
places as may be prescribed by the Board of Directors.

         Section 6.03 Financial Report on Request. Any shareholder or
shareholders holding at least five percent (5%) of the outstanding shares of any
class of stock may make a written request for an income statement of the
corporation for the three (3) month, six (6) month, or nine (9) month period of
the current fiscal year ended more than thirty (30) days prior to the date of
the request and a balance sheet of the corporation as of the end of such period.
In addition, if no annual report for the last fiscal year has been sent to the
shareholders, such


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shareholder or shareholders may make a request for a balance sheet as of the end
of such fiscal year and an income statement and statement of changes in
financial position for such fiscal year. The statements shall be delivered or
mailed to the person making the request within thirty (30) days thereafter. A
copy of the statements shall be kept on file in the principal office of the
corporation for twelve (12) months, and such copies shall be exhibited at all
reasonable times to any shareholder demanding an examination of them or a copy
shall be mailed to each shareholder. Upon request by any shareholder, there
shall be mailed to the shareholder a copy of the last annual, semiannual, or
quarterly income statement which it has prepared and a balance sheet as of the
end of the period. The financial statements referred to in this Section 6.03
shall be accompanied by the report thereon, if any, of any independent
accountants engaged by the corporation or the certificate of an authorized
officer of the corporation that such financial statements were prepared without
audit from the books and records of the corporation.

         Section 6.04 Right of Inspection.

                  (a) The accounting books and records and minutes of
proceedings of the shareholders and the Board of Directors and committees of the
Board of Directors shall be open to inspection upon the written demand of any
shareholder or holder of a voting trust certificate at any reasonable time
during usual business hours for a purpose reasonably related to such holder's
interest as a shareholder or as the holder of such voting trust certificate.
This right of inspection shall extend to the records of the subsidiaries, if
any, of the corporation. Such inspection may be made in person or by agent or
attorney, and the right of inspection includes the right to copy and make
extracts.

                  (b) Every director shall have the absolute right at a any
reasonable time to inspect and copy all books, records, and documents of every
kind and to inspect the physical properties of the corporation and/or its
subsidiary corporations. Such inspection may be made in person or by agent or
attorney, and the right of inspection includes the right to copy and make
extracts.

         Section 6.05 Corporate Seal. The Board of Directors may, by resolution,
authorize a seal, and the seal may be used by causing it, or a facsimile, to be
impressed or affixed or reproduced or otherwise. Except when otherwise
specifically provided herein, any officer of the corporation shall have the
authority to affix the seal to any document requiring it.

         Section 6.06 Fiscal Year. The fiscal year of the corporation shall be
as determined by the Board of Directors.

         Section 6.07 Reserves. The Board of Directors may create, by
resolution, out of the earned surplus of the corporation such reserves as the
directors may, from time to time, in their discretion, think proper to provide
for contingencies, or to equalize dividends or to repair or maintain any
property of the corporation, or for such other purpose as the Board of Directors
may deem beneficial to the corporation, and the directors may modify or abolish
any such reserves in the manner in which they were created.

                                   ARTICLE VII

                                 INDEMNIFICATION

         Section 7.01 In General. Subject to the laws of the State of Nevada,
the corporation shall indemnify any director, officer, employee or agent of the
corporation, or any person serving in any such capacity of any other entity or
enterprise at the request of the corporation, against any and all legal expenses
(including attorney's fees), claims and/or liabilities arising out of any
action, suit or proceeding, except an action by or in the right of the
corporation.

         Section 7.02 Lack of Good Faith; Criminal Conduct. The corporation
shall not be required to indemnify any person unless such person acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, where there was no reasonable cause to believe the conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order
or settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner 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, there was a reasonable cause to believe that the conduct was
unlawful. Moreover, the corporation shall not indemnify any person adjudged to
be liable for negligence or misconduct in the performance of a duty to the
corporation unless and only to the extent that the court in which such action or
suit was brought determines upon application that, despite


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the adjudication of liability, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.

         Section 7.03 Successful Defense of Actions. The corporation shall
reimburse or otherwise indemnify any director, officer, employee, or agent
against legal expenses (including attorneys' fees) actually and reasonably
incurred in connection with defense of any action, suit, or proceeding
hereinabove referred to, to the extent such person is successful on the merits
or otherwise.

         Section 7.04 Authorization. Indemnification shall be made by the
corporation only when authorized in the specific case and upon a determination
that indemnification is proper by:


                  (1) The shareholders;

                  (2) A majority vote of a quorum of the Board of Directors,
consisting of directors who were not parties to the action, suit, or proceeding;
or

                  (3) Independent legal counsel in a written opinion, if a
quorum of disinterested directors orders or if a quorum of disinterested
directors cannot be obtained.

         Section 7.05 Advancing Expenses. Expenses incurred in defending any
action, suit, or proceeding may be paid by the corporation in advance of the
final disposition, when authorized by the Board of Directors, upon receipt of an
undertaking by or on behalf of the person defending to repay such advances if
indemnification is not ultimately available under these provisions.

         Section 7.06 Other Rights; Continuing Indemnification. The
indemnification provided by these Bylaws does not exclude any other rights to
which the person seeking indemnification may be entitled under the law and shall
continue as to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person.

         Section 7.07 Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the corporation or who is or was serving at the request of the
corporation in any capacity against any liability asserted.

                                  ARTICLE VIII

                                     BYLAWS

         Section 8.01 Amendment. These Bylaws may only be altered, amended, or
repealed at a meeting of the shareholders at which a quorum is present by the
affirmative vote of the holders of two-thirds (2/3rds) of the capital stock of
the corporation entitled to vote or by the consent of the shareholders in
accordance with Section 1.12 of these Bylaws.

         Section 8.02 Additional Bylaws. Additional bylaws not inconsistent
herewith may be adopted by the Board of Directors at any meeting of the Board of
Directors at which a quorum is present by an affirmative vote of a majority of
the directors present or by the unanimous consent of the Board of Directors in
accordance with Section 2.11 of these Bylaws. Any bylaws so adopted shall be
presented to the shareholders for alteration, amendment, or repeal in accordance
with Section 8.01 of these Bylaws.


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