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                                                                     EXHIBIT 3.2



                                     BYLAWS

                                       OF

                        COMPOSITE TECHNOLOGY CORPORATION

                           (Revised November 3, 2001)


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


                               INCORPORATED IN THE
                                 STATE OF NEVADA


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                                     BYLAWS
                                       OF
                        COMPOSITE TECHNOLOGY CORPORATION



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                               TABLE OF CONTENTS

ARTICLE I - OFFICE AND REGISTERED AGENT....................................5


ARTICLE II - SHAREHOLDERS' MEETINGS........................................5

   SECTION 2.1    ANNUAL MEETINGS..........................................5

   SECTION 2.2    SPECIAL MEETINGS.........................................5

   SECTION 2.3    NOTICE OF SHAREHOLDERS' MEETINGS.........................6

   SECTION 2.4    WAIVER OF NOTICE.........................................6

   SECTION 2.5    PLACE OF MEETING.........................................6

   SECTION 2.6    CLOSING OF TRANSFER BOOKS OR FIXING RECORD DATE..........6

   SECTION 2.7    QUORUM OF SHAREHOLDERS...................................7

   SECTION 2.8    VOTING LISTS.............................................7

   SECTION 2.9    VOTING...................................................7

   SECTION 2.10   PROXIES..................................................8

   SECTION 2.11   INFORMAL ACTION BY SHAREHOLDERS..........................8


ARTICLE III - BOARD OF DIRECTORS...........................................8

   SECTION 3.1    GENERAL POWERS...........................................8

   SECTION 3.2    NUMBER, TENURE AND QUALIFICATIONS........................8

   SECTION 3.3    ELECTION OF BOARD OF DIRECTORS...........................8

   SECTION 3.4    REGULAR MEETINGS.........................................8

   SECTION 3.5    SPECIAL MEETINGS.........................................9

   SECTION 3.6    WAIVER OF NOTICE.........................................9

   SECTION 3.7    QUORUM...................................................9

   SECTION 3.8    MANNER OF ACTING.........................................9

   SECTION 3.9    POWERS OF DIRECTORS......................................10

   SECTION 3.10   VACANCIES................................................10

   SECTION 3.11   REMOVALS.................................................10

   SECTION 3.12   RESIGNATIONS.............................................11



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   SECTION 3.13   PRESUMPTION OF ASSENT....................................11

   SECTION 3.14   COMPENSATION.............................................11

   SECTION 3.15   EMERGENCY POWER..........................................11

   SECTION 3.16   CHAIRMAN.................................................11


ARTICLE IV - OFFICERS......................................................12

   SECTION 4.1    NUMBER...................................................12

   SECTION 4.2    ELECTION AND TERM OF OFFICE..............................12

   SECTION 4.3    RESIGNATION..............................................12

   SECTION 4.4    REMOVAL..................................................12

   SECTION 4.5    VACANCIES................................................13

   SECTION 4.6    CHIEF EXECUTIVE OFFICER..................................13

   SECTION 4.7    PRESIDENT................................................13

   SECTION 4.8    VICE PRESIDENT...........................................13

   SECTION 4.9    SECRETARY................................................14

   SECTION 4.10   TREASURER................................................14

   SECTION 4.11   OFFICERS.................................................15

   SECTION 4.12   SALARIES.................................................15

   SECTION 4.13   SURETY BONDS.............................................15


ARTICLE V - COMMITTEES.....................................................15

   SECTION 5.1    EXECUTIVE COMMITTEE......................................15

   SECTION 5.2    OTHER COMMITTEES.........................................15


ARTICLE VI - CONTRACTS, LOANS, DEPOSITS AND CHECKS.........................16

   SECTION 6.1    CONTRACTS................................................16

   SECTION 6.2    LOANS....................................................16

   SECTION 6.3    DEPOSITS.................................................16

   SECTION 6.4    CHECKS AND DRAFTS........................................16

   SECTION 6.5    BONDS AND DEBENTURES.....................................16


ARTICLE VII - CAPITAL STOCK................................................17

   SECTION 7.1    CERTIFICATES OF SHARES...................................17

   SECTION 7.2    TRANSFER OF SHARES.......................................17


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                                                                          PAGE
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   SECTION 7.3    TRANSFER AGENT AND REGISTRAR.............................17

   SECTION 7.4    LOST OR DESTROYED CERTIFICATES...........................18

   SECTION 7.5    CONSIDERATION FOR SHARES.................................18

   SECTION 7.6    REGISTERED SHAREHOLDERS..................................18


ARTICLE VIII - INDEMNIFICATION.............................................18

   SECTION 8.1    INDEMNIFICATION..........................................18

   SECTION 8.2    OTHER INDEMNIFICATION....................................19

   SECTION 8.3    INSURANCE................................................19

   SECTION 8.4    SETTLEMENT BY CORPORATION................................19


ARTICLE IX - AMENDMENTS....................................................19


ARTICLE X - FISCAL YEAR....................................................20


ARTICLE XI - DIVIDENDS.....................................................20


ARTICLE XII - CORPORATE SEAL...............................................20





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                                     BYLAWS

                                       OF

                        COMPOSITE TECHNOLOGY CORPORATION


ARTICLE I - OFFICE AND REGISTERED AGENT

         The principal office of the Corporation shall be located at 237
Berthoud Way, Golden, Colorado 80401. For purposes of service of process, the
Corporation shall also maintain a registered office within the State of Nevada
at the address of its registered agent. The registered agent for the Corporation
in the State of Nevada is Corporate Service Center, Inc., 350 South Center
Street, Suite 500, Reno, Nevada 89501. The Board of Directors in its total
discretion may from time to time change its designate and the location of its
registered office within the State of Nevada.

ARTICLE II - SHAREHOLDERS' MEETINGS

         SECTION 2.1 ANNUAL MEETINGS.

         The annual meeting of the shareholders of the Corporation shall be held
at such place within or without the State of Nevada as shall be designated by
the Board of Directors in compliance with these Bylaws. The meeting shall be
held on the first Tuesday of March of each year beginning with the year 2002 at
10:00 a.m. If such day is a legal holiday, the meeting shall be on the next
business day. This meeting shall be for the election of directors and for the
transaction of such other business as may properly come before it.

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

         SECTION 2.2 SPECIAL MEETINGS.

         Special meetings of shareholders, other than those regulated by
statute, may be called at any time by the Chairman of the Board or the Chief
Executive Officer or by a majority of the directors, and must be called by the



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Chairman upon written request of the holders of not less than 25% of the issued
and outstanding shares entitled to vote at such special meeting.

         SECTION 2.3 NOTICE OF SHAREHOLDERS' MEETINGS.

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

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

         SECTION 2.4 WAIVER OF NOTICE.

         Whenever any notice is required to be given by these Bylaws, or the
Articles of Incorporation, or by any of the Corporation Laws of the State of
Nevada, a shareholder may waive the notice of meeting by attendance at the
meeting, either in person or by proxy, or by so stating in writing, either
before or after such meeting. Attendance at a meeting for the express purpose of
objecting that the meeting was not lawfully called or convened shall not,
however, constitute a waiver of notice.

         SECTION 2.5 PLACE OF MEETING.

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

         SECTION 2.6 CLOSING OF TRANSFER BOOKS OR FIXING RECORD DATE.

         For the purpose of determining shareholders entitled to notice 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 proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
period not to exceed, in any case, 50 days. If the stock 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 10
days immediately preceding the date determined to be the date of record. In lieu
of closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of shareholders, such date in



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any case to be not more than 50 days and in case of a meeting of shareholders
not less than 10 days prior to the date on which the particular action requiring
such determination of shareholders is to be taken. If the stock transfer books
are not closed and no record date is fixed for the determination of shareholders
entitled to notice or to vote at a meeting of shareholders or shareholders 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 deemed the date of record for
such determination of shareholders. When a determination of persons entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment thereof.

         SECTION 2.7 QUORUM OF SHAREHOLDERS.

         Except as herein provided and as otherwise provided by law, at any
meeting of shareholders a thirty percent (30%) majority in interest of all the
shares issued and outstanding represented by shareholders of record in person or
by proxy shall constitute a quorum, but a less interest may adjourn any meeting
and the meeting may be held as adjourned without further notice; provided;
however, that directors shall not be elected at the meeting so adjourned. When a
quorum is present at any meeting, a majority in interest of the shares
represented shall be the act of the shareholders, unless the matter voted upon
is one upon which the express provision of law or of the Articles of
Incorporation or of these Bylaws a larger or different vote is required, in
which case such express provision shall govern and control the decision of such
question.

         SECTION 2.8 VOTING LISTS.

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

         SECTION 2.9 VOTING.

         A holder of an outstanding share entitled to vote at a meeting may vote
at such meeting in person or by proxy. Except as may otherwise be provided in
the Articles of Incorporation, every shareholder shall be entitled to one vote
for each share standing in his name on the record of shareholders. Except as



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herein or in the Articles of Incorporation otherwise provided, all corporate
action shall be determined by a majority of the votes cast at a meeting of
shareholders at which a quorum is present, by the holders of shares entitled to
vote thereon.

         SECTION 2.10 PROXIES.

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

         SECTION 2.11 INFORMAL ACTION BY SHAREHOLDERS.

         Any action required to be taken at a meeting of the shareholders, or
any action which may be taken at a meeting of the shareholders, may be taken
without a meeting 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, provided that if any greater proportion and
voting power is required for such action, then such greater proportion of
written consents shall be required.

ARTICLE III - BOARD OF DIRECTORS

         SECTION 3.1 GENERAL POWERS.

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

         SECTION 3.2 NUMBER, TENURE AND QUALIFICATIONS.

         The number of directors for the Board of Directors of the Corporation
shall be not less than one nor more than seven. Each director shall hold office
until the next annual meeting of shareholders and until his successor shall have
been elected and qualified. Directors need not be residents of the State of
Nevada or shareholders of the Corporation.

         SECTION 3.3 ELECTION OF BOARD OF DIRECTORS.

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

         SECTION 3.4 REGULAR MEETINGS.

         A regular meeting of the Board of Directors shall be held without other
notice than by this Bylaw, immediately following and at the same place as the
annual meeting of the shareholders. The Board of Directors may provide by



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resolution the time and place for the holding of additional regular meetings
without other notice than such resolution.

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

         SECTION 3.5 SPECIAL MEETINGS.

         Special meetings of the Board of Directors may be called by order of
the Chairman of the Board, the Chief Executive Officer or by one-third of the
directors. Those calling the special meeting shall give notice of the time,
place and purpose or purposes of each special meeting by mailing the same at
least ten days before the meeting or by telephoning or faxing or wiring the same
at least five days before the meeting to each director.

         SECTION 3.6 WAIVER OF NOTICE.

         Whenever any notice whatever is required to be given by these Bylaws,
or the Articles of Incorporation of the Corporation, or by any of the
Corporation Laws of the State of Nevada, a director may waive the notice of
meeting by attendance in person at the meeting, or by so stating in writing,
either before or after such meeting. Attendance at a meeting for the express
purpose of objecting that the meeting was not lawfully called or convened shall
not, however, constitute a waiver of notice.

         SECTION 3.7 QUORUM.

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

         SECTION 3.8 MANNER OF ACTING.

         At all meetings of the Board of Directors, each director shall have one
vote. The act of a majority present at a meeting shall be the act of the Board
of Directors, provided a quorum is present. Any action required to be taken or
which may be taken at a meeting of the directors may be taken without a meeting


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if a consent in writing setting forth the action so taken shall be signed by all
the directors. The directors may conduct a meeting by means of a conference
telephone or any similar communication equipment by which all persons
participating in the meeting can hear each other.

         SECTION 3.9 POWERS OF DIRECTORS.

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

         SECTION 3.10 VACANCIES.

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

         Any vacancy occurring in the Board of Directors, whether arising from
death, resignation, removal (with or without cause), any increase in the number
of directors or any other reason, may be filled by an affirmative vote of the
majority of the remaining directors, though less than a quorum of the Board of
Directors, by a sole remaining director, or by the shareholders at the next
annual meeting thereof or at a special meeting thereof, and each director so
elected to fill a vacancy shall be elected for the un-expired term of his
predecessor in office.

         SECTION 3.11 REMOVALS.

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



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         SECTION 3.12 RESIGNATIONS.

         A director may resign at any time by delivering written notification
thereof to the Chairman of the Board, Chief Executive Officer, President or
Secretary of the Corporation or by verbal notification to the majority of
directors present in a meeting. Such resignation shall become effective upon its
acceptance by the Board of Directors; provided, however, that if the Board of
Directors has not acted thereon within ten days from the date of its delivery,
the resignation shall upon the tenth day be deemed accepted.

         SECTION 3.13 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 dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the Secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.

         SECTION 3.14 COMPENSATION.

         By resolution of the Board of Directors, the directors shall be paid
their expenses, if any, of attendance at each meeting of the Board of Directors,
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefore.

         SECTION 3.15 EMERGENCY POWER.

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

         SECTION 3.16 CHAIRMAN.

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




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ARTICLE IV - OFFICERS

         SECTION 4.1 NUMBER.

         The officers of the Corporation shall be a Chief Executive Officer,
President, Chief Operating Officer, one or more Vice Presidents, a Secretary,
Assistant-Secretary, and a Treasurer. The Chief Executive Officer and President
shall be elected by a majority of the Board of Directors. The other
aforementioned officers shall be appointed by the Chief Executive Officer or in
the event that there is no one holding the position of Chief Executive Officer,
then by the President. Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of Directors. In its
discretion, the Board of Directors may leave unfilled for any such period as it
may determine any office except those of Chief Executive Officer or President
and Secretary. Any two or more offices may be held by the same person. Officers
may or may not be directors or shareholders of the Corporation.

         SECTION 4.2 ELECTION AND TERM OF OFFICE.

         The officers of the Corporation are to be elected by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as convenient. Each
officer shall hold office until his successor shall have been duly elected and
shall have qualified or until his death or until he shall resign or shall have
been removed in the manner hereinafter provided.

         SECTION 4.3 RESIGNATION.

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

         SECTION 4.4 REMOVAL.

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




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         SECTION 4.5 VACANCIES.

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

         SECTION 4.6 CHIEF EXECUTIVE OFFICER.

         The Chief Executive Officer shall be the chief executive and
administrative officer of the Corporation. He shall preside at all meetings of
the shareholders and, in the absence of the Chairman of the Board, at meetings
of the Board of Directors. He shall exercise such duties as customarily pertain
to the office of Chief Executive Officer and shall have exclusive management of
the business of the Corporation and all of its dealings, and its several
officers, but at all times subject to the control of the Board of Directors. He
shall appoint all officers, agents or employees other than those appointed by
the Board of Directors. He shall employ all employees of the Corporation, or
delegate such employment to subordinate officers, or such division officers, or
such division chiefs, and shall have authority to discharge any person so
employed. He shall report to the Board of Directors as often as required and
shall perform such other duties as the Board of Directors shall require. He may
sign, execute and deliver in the name of the Corporation, powers of attorney,
certificates of stock, contracts, bonds, deeds, mortgages and other obligations
and shall perform such other duties as may be prescribed from time to time by
the Board of Directors or by the Bylaws.

         SECTION 4.7 PRESIDENT.

         The President shall be the chief executive and administrative officer
of the Corporation in the absence of someone holding the position of Chief
Executive Officer, and in that event shall assume the responsibilities described
in Section 4.6. Normally the President shall report to the Chief Executive
Officer and shall exercise such duties as customarily pertain to the office of
President. The President shall be designated various duties that fall under the
responsibility of the Chief Executive Officer and such duties would generally
include active supervision over the property, business and affairs of the
Corporation and over its several officers. He may sign, execute and deliver in
the name of the Corporation, certificates of stock, contracts, deeds, mortgages
and other obligations and shall perform such other duties as may be prescribed
from time to time by the Chief Executive Officer and/or the Board of Directors
or by the Bylaws.

         SECTION 4.8 VICE PRESIDENT.

         The Vice President shall have such powers and perform such duties as
may be assigned to him by the Chief Executive Officer or the President. In the
absence or disability of the President, the Vice President designated by the
board shall perform the duties and exercise the powers of the President. In the




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event there is more than one Vice President and the Board of Directors has not
designated which Vice President is to act as President, then the Vice President
who was elected first shall act as President. A Vice President may sign and
execute contracts and other obligations pertaining to the regular course of his
duties.

         SECTION 4.9 SECRETARY.

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

         SECTION 4.10 TREASURER.

         The Treasurer shall have general custody of the collection and
disbursement of funds of the Corporation, for collection of checks, notes, and
other obligations, and shall deposit the same to the credit of the Corporation
in such bank or banks or depositories as the Board of Directors may designate.
He shall report to the Chief Executive Officer and shall also deliver any
financial information of the Corporation called for by the Board of Directors.
He may sign, with the Chief Executive Officer and/or President, or such other
persons as may be designated for the purpose by the Board of Directors, all
bills of exchange or promissory notes of the Corporation. He shall enter or
cause to be entered regularly in the books of the Corporation full and accurate
accounts of all monies received and paid by him on account of the Corporation,
shall at all reasonable times exhibit his books and accounts to any director of
the Corporation upon application at the office of the Corporation during
business hours and, whenever required by the Board of Directors or the Chief
Executive Officer, shall render a statement of his accounts. He shall perform
such other duties as may be prescribed from time to time by the Board of
Directors or by the Bylaws.



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         SECTION 4.11 OFFICERS.

         Other officers shall perform such duties and have such powers as may be
assigned to them by the Chief Executive Officer.

         SECTION 4.12 SALARIES.

         The salaries or other compensation of the officers of the Corporation
shall be fixed from time to time by the Board of Directors and with the
exception of the Chief Executive Officer by the Chief Executive. No officer
shall be prevented from receiving any such salary or compensation by reason of
the fact that he is also a director of the Corporation.

         SECTION 4.13 SURETY BONDS.

         In case the Board of Directors shall so require, any officer or agent
of the Corporation shall execute to the Corporation a bond in such sums and with
sureties as the Board of Directors may direct, conditioned upon the faithful
performance of his duties to the Corporation, including responsibility for
negligence and for the accounting for all property, monies or securities of the
Corporation which may come into his hands.

ARTICLE V - COMMITTEES

         SECTION 5.1 EXECUTIVE COMMITTEE.

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

         SECTION 5.2 OTHER COMMITTEES.

         The Board of Directors may also appoint from among its own members such
other committees as the Board may determine, which shall in each case consist of
not less than two directors, and which shall have such powers and duties as
shall from time to time be prescribed by the Board. The Chief Executive Officer
shall be a member EX OFFICIO of each committee appointed by the Board of
Directors. A majority of the members of any committee may fix its rules of
procedure.



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ARTICLE VI - CONTRACTS, LOANS, DEPOSITS AND CHECKS

         SECTION 6.1 CONTRACTS.

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

         SECTION 6.2 LOANS.

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

         SECTION 6.3 DEPOSITS.

         All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation in such banks, trust
companies or other depositories as the Board of Directors may select, or as may
be selected by any officer or agent authorized to do so by the Board of
Directors.

         SECTION 6.4 CHECKS AND DRAFTS.

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

         SECTION 6.5 BONDS AND DEBENTURES.

         Every bond or debenture issued by the Corporation shall be evidenced by
an appropriate instrument that shall be signed by the Chief Executive Officer or
President and by the Treasurer or by the Secretary, and sealed with the seal of
the Corporation. The seal may be facsimile, engraved or printed. Where such bond
or debenture is authenticated with the manual signature of an authorized officer
of the Corporation or other trustee designated by the indenture of trust or
other agreement under which such security is issued, the signature of any of the
Corporation's officers named thereon may be facsimile. In case any officer who



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signed, or whose facsimile signature has been used on any such bond or
debenture, shall cease to be an officer of the Corporation for any reason before
the same has been delivered by the Corporation, such bond or debenture may
nevertheless be adopted by the Corporation and issued and delivered as though
the person who signed it or whose facsimile signature has been used thereon had
not ceased to be such officer.

ARTICLE VII - CAPITAL STOCK

         SECTION 7.1 CERTIFICATES OF SHARES.

         The shares of the Corporation shall be represented by certificates
authorized to be issued by the Board of Directors, and signed by the Chief
Executive Officer or President, and by the Secretary or an Assistant Secretary,
and sealed with the seal, or a facsimile, of the Corporation. The signatures of
such officers upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar other than the
Corporation itself or one of its employees. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
Corporation. All certificates surrendered to the Corporation for transfer shall
be cancelled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and cancelled, except
that in case of a lost, destroyed or mutilated certificate a new one may be
issued therefore upon such terms and indemnity to the Corporation as the Board
may prescribe.

         SECTION 7.2 TRANSFER OF SHARES.

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

         SECTION 7.3 TRANSFER AGENT AND REGISTRAR.

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




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         SECTION 7.4 LOST OR DESTROYED CERTIFICATES.

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

         SECTION 7.5 CONSIDERATION FOR SHARES.

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

         SECTION 7.6 REGISTERED SHAREHOLDERS.

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

ARTICLE VIII - INDEMNIFICATION

         SECTION 8.1 INDEMNIFICATION.

         No officer or director shall be personally liable for any obligations
arising out of any acts or conduct of said officer or director performed for or
on behalf of the Corporation. The Corporation shall and does hereby indemnify
and hold harmless each person and his heirs and administrators who shall serve
at any time hereafter as a director or officer of the Corporation from and
against any and all claims, judgments and liabilities to which such persons
shall become subject by reason of any action alleged to have been heretofore or
hereafter taken or omitted to have been taken by him as such director or
officer, and shall reimburse each such person for all legal and other expenses
reasonably incurred by him in connection with any such claim of liability;
including power to defend such person from all suits as provided for under the
provisions of the Nevada Corporation Laws; provided, however that no such person
shall be indemnified against, or be reimbursed for, any expense incurred in



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connection with any claim or liability arising out of his own gross negligence
or willful misconduct. The rights accruing to any person under the foregoing
provisions of this section shall not exclude any other right to which he may
lawfully be entitled, nor shall anything herein contained restrict the right of
the Corporation to indemnify or reimburse such person in any proper case, even
though not specifically herein provided for. The Corporation, its directors,
officers, employees and agents shall be fully protected in taking any action or
making any payment or in refusing so to do in reliance upon the advice of
counsel.

         SECTION 8.2 OTHER INDEMNIFICATION.

         The indemnification herein provided shall not be deemed exclusive of
any other rights to which those seeking indemnification may be entitled under
any bylaw, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer or employee and shall inure to the
benefit of the heirs, executors and administrators of such a person.

         SECTION 8.3 INSURANCE.

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

         SECTION 8.4 SETTLEMENT BY CORPORATION.

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

ARTICLE IX - AMENDMENTS

         These Bylaws may be altered, amended, repealed, or added to by the
affirmative vote of the holders of a majority of the shares entitled to vote in
the election of any director at an annual meeting or at a special meeting called
for that purpose, provided that a written notice shall have been sent to each
shareholder of record entitled to vote at such meetings at least ten days before
the date of such annual or special meetings, which notice shall state the
alterations, amendments, additions, or changes which are proposed to be made in




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such Bylaws. Only such changes shall be made as have been specified in the
notice. The Bylaws may also be altered, amended, repealed, or new Bylaws adopted
by a majority of the entire Board of Directors at any regular or special
meeting. Any Bylaws adopted by the Board may be altered, amended, or repealed by
a majority of the shareholders entitled to vote.

ARTICLE X - FISCAL YEAR

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

ARTICLE XI - DIVIDENDS

         The Board of Directors may at any regular or special meeting, as they
deem advisable, declare dividends payable out of the unreserved and unrestricted
earned surplus of the Corporation except the directors may declare dividends in
accordance with the laws of the State of Nevada.

ARTICLE XII - CORPORATE SEAL

         The seal of the Corporation shall be in the form of a circle and shall
bear the name of the Corporation and the year of incorporation.


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