Exhibit 3.11


                                     BYLAWS
                                       OF
                            CITY CAPITAL CORPORATION

                                    ARTICLE I
                                     OFFICES

     Section 1.1 Registered Office: The initial registered office of the
corporation shall be the address set forth in the Articles of Incorporation. The
corporation, by resolution of its Board of Directors, may change the location of
its registered office as designated in the Articles of Incorporation to any
other place in Nevada. By like resolution, the registered agent at such
registered office may be changed to any other person or corporation, including
itself.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

     Section 2.1 Annual Meeting: The annual meeting of shareholders for the
election of directors shall be held on the 2nd Tuesday of each January of each
year, if not a legal holiday, and if a legal holiday, then on the next
succeeding day not a legal holiday, or on such other dates or at such other time
as the Board of Directors may determine by resolution. The shareholders may
transact any other proper business at the annual meeting.

     Section 2.2 Special Meetings: Special meetings of shareholders for any
purpose or purposes may be held at any time upon call of the entire Board of
Directors, any two (2) directors or the President. A special meeting of
shareholders shall be called by the President or the Secretary upon the written
request of shareholders who together own of record a majority (51%) of the
outstanding stock of all classes entitled to vote at such meeting.

     Section 2.3 Place and Time of Meetings: Meetings of the shareholders for
the election of directors, and all other meetings of the shareholders, shall be
held at such place or places, within or without the State of Nevada, and at such
time as may be fixed by the Board of Directors, and shall be specified in the
notices or waivers of notice of the meetings; provided, however, that at least
ten days' notice be given to the shareholders of the place and time so fixed. In
the event no place shall be fixed for any such meeting, such meeting shall be
held at the corporation's registered office.

     Section 2.4 Notice of Meetings: Written notice of shareholders meetings,
stating the place, date, and hour of the meetings, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be given
by the Chairman of the Board, if any, the President, any Vice President, the
Secretary or an Assistant Secretary to each shareholder entitled to vote at the
meeting at least ten (10) days but not more than sixty (60) days before the date
of the meeting, unless a different period is prescribed by law.


<PAGE>

     When mailed, written notice is deemed to have occurred when deposited in
the United States mail, postage prepaid, directed to the shareholders at the
address that appears on the records of the corporation. Any shareholder may
waive notice of any meeting. Attendance of a shareholder at any meeting shall
constitute waiver of notice of such meeting except where such shareholder
attends such meeting for the express purpose of objecting to the transaction of
any business because the meeting is lawfully called or convened.

     Section 2.5 Quorum: At each meeting of shareholders, except where otherwise
provided by law, the Articles of Incorporation, or these Bylaws, the holders of
a majority of the outstanding shares of stock entitled to vote at the meeting,
present in person or by proxy, shall constitute a quorum for the transaction of
any shareholder business. In the absence of a quorum, the shareholders so
present, by majority vote, or the chairman of the meeting, may adjourn the
meeting from time to time in the manner provided in Section 2.6 of these Bylaws
until a quorum shall attend.

     Section 2.6 Adjournment: Any meeting of shareholders, annual or special,
may adjourn from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting the corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting.

     Section 2.7 Organization: The Chairman of the Board, if any, or in his
absence the President, or in their absence any Vice President, shall call to
order meetings of shareholders and shall act as chairman of such meetings. The
Board of Directors, or, if the board fails to act, the shareholders, may appoint
any shareholder, director, or officer of the corporation to act as chairman of
any meeting in the absence of the Chairman of the Board, the President and all
Vice Presidents.

     The Secretary of the corporation shall act as Secretary of all meetings of
shareholders, but, in the absence of the Secretary, the chairman of the meeting
may appoint any other person to act as secretary of the meeting.

     Section 2.8 Votes Per Share: Unless the Articles of Incorporation otherwise
provides, each shareholder entitled to vote at any meeting of shareholders shall
be entitled to one vote for each share of stock held by him which has voting
power upon the matter in question.


<PAGE>

     Section 2.9 Proxies: Each shareholder entitled to vote at a meeting of
shareholders may authorize another person or persons to act for him by proxy,
but no such proxy shall be voted or acted upon after six (6) months from its
date, unless the proxy provides for a longer period which shall not exceed seven
(7) years. A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A shareholder may revoke any
proxy which is not irrevocable by attending the meeting and voting in person or
by filing a written revocation of the proxy or another duly executed proxy
bearing a later date with the Secretary of the corporation.

     Section 2.10 Vote Required for Shareholder Action: Except as otherwise
provided by law or in the Articles of Incorporation or these Bylaws, at any
meeting duly called and held at which a quorum is present, a majority of the
votes cast at such meeting upon a given question by the holders of outstanding
shares of stock of all classes of stock of the corporation entitled to vote
thereon who are present in person or by proxy shall decide such question,
including the election of directors.

     Section 2.11 Determination of Shareholders Entitled to Notice of or to Vote
at Shareholders Meeting: In order that the corporation may determine the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, the Board of Directors may fix a record date which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting. If no record date is fixed by the board of directors, 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 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. A determination of
shareholders of record entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
The Board of Directors must fix a new record date if the meeting is adjourned to
a date more than sixty (60) days later than the date set for the original
meeting.

     Section 2.12 List of Shareholders Entitled to Vote: The Secretary of the
corporation shall prepare and make, at least ten days before every meeting of
shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
shareholder and the number of shares registered in the name of each shareholder.
Such list shall be open to the examination of any shareholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any shareholder who is
present. The stock ledger shall be the only evidence as to which shareholders
are entitled to examine the stock ledger, the list of shareholders entitled to
vote at a meeting, or the books of the corporation, or entitled to vote in
person or by proxy at any meeting of shareholders.



<PAGE>

     Section 2.13 Voting of Shares by Certain Shareholders: Persons who hold
their stock in a fiduciary capacity shall be entitled to vote the shares so
held. Persons who have pledged their stock shall be entitled to vote, unless in
the transfer by the pledgors on the books of the corporation they have expressly
empowered the pledgees to vote on the stock, in which case only the pledgees or
their proxies may vote on the stock.

     Section 2.14 Action by Consent of Shareholders: Unless otherwise restricted
by the Articles of Incorporation, any action required or permitted to be taken
at any annual or special meeting of the shareholders may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof. Such
consents may be signed either before or after the action so taken, and shall
have the same force and effect as a unanimous vote of the shareholders at a
meeting duly held and may be stated as such on any certificate or document. The
Secretary shall file the consents with the minutes of the meeting of the
shareholders.

     Section 2.15 Conduct of Meetings: The Board of Directors, or the chairman
of the meeting may adopt, by resolution, such rules and regulations for the
conduct of the meeting of shareholders as it shall deem appropriate. Such rules
and regulations, whether adopted by the Board of Directors or prescribed by the
chairman of the meeting, may include, without limitation, the following: (i) the
establishment of an agenda or order of business for the meeting; (ii) rules and
procedures for maintaining order at the meeting and the safety of those present;
(iii) limitations on attendance at or participation in the meeting to
shareholders of record, their duly authorized and constituted proxies, and such
other persons as the chairman of the meeting shall determine; (iv) restrictions
on entry to the meeting after the time fixed for the commencement thereof; and
(v) limitations on the time allotted to questions or comments by participants.
Unless the Board indicates otherwise, meetings are not required to be held in
accordance with parliamentary procedure.

                                   ARTICLE III
                               BOARD OF DIRECTORS

     Section 3.1 Qualifications; Numbers; Term of Office: The business,
property, and affairs of the corporation shall be managed by or under the
direction of a Board of Directors. The number of Directors constituting the
Board of Directors shall be fixed by it, provided, however, that the number of
Directors shall at no time be less than one (1) nor greater than three (3)
persons, unless by amendment of these Bylaws. Any change in the number of
Directors shall be reported to the Secretary of State of the State of Nevada
within thirty (30) calendar days of such change. Each director shall be elected
by the shareholders entitled to vote on the election of directors at the annual
meeting of shareholders, to serve (subject to the provisions of Section 3.2)
until the next succeeding annual meeting of shareholders and until his or her
respective successor has been elected and qualified.



<PAGE>

     Section 3.2 Resignation: Removal, Vacancies:

     Subsection 3.2.a. Resignations: Any director, or any member of a committee
of directors, may resign at any time by giving written notice to the Board of
Directors, the President, or the Secretary of the corporation. Any such
resignation shall take effect at the time specified in the resignation, or, if
the time is not specified in the resignation, then upon receipt of the
resignation. The acceptance of such resignation shall not be necessary to make
it effective.

     Subsection 3.2.b. Removals: The holders of not less than two-thirds of the
shares entitled at the time to vote at an election of directors may remove any
director with or without cause; provided, however, that if less than the entire
Board is to be removed, no director may be removed without cause if the votes
cast against such director's removal would be sufficient to elect such director
if voted cumulatively at an election of the entire Board, or if there be classes
of directors, at an election of the class of directors of which he is a part.

     Subsection 3.2.c. Vacancies: Any vacancy in the office of any director
through death, resignation, removal, disqualification, or other cause, and any
additional directorship resulting from any increase in the number of directors,
may be filled at any time by the majority of the directors then in office
elected by the shareholders which elected the director who previously held such
office or would be entitled to elect the director to fill such newly created
directorship, as the case may be (even though less than a quorum), or, by the
sole remaining director so elected. Subject to the provisions of Section 3.2,
persons so chosen shall hold office until the next election of the class for
which such directors shall have been chosen, and until their successors shall
have been elected and qualified. Unless otherwise provided in the Articles of
Incorporation or these Bylaws, when a director resigns from the Board, effective
at a future date, such director may participate in the filling of the vacancies,
the vote to take effect when the resignation becomes effective.

     Section 3.3 Meetings of Directors: Regular meeting of the Board of
Directors may be held without notice at such time and place, within or without
the State of Nevada, as shall from time to time be determined by the Board.
Unless otherwise specified in a written notice to the Directors, annual meetings
of the Directors shall be held immediately following the annual meeting of the
shareholders at the same place of the shareholders' meeting.

     Special meetings of the Board of Directors shall be held at such time and
place, within or without the State of Nevada, as shall be designated in the
notice of the meeting whenever called by the President or by a majority of the
directors then in office.

     Section 3.4 Notice of Special Meetings: The Secretary, or in his absence
any other officers of the corporation, shall give each director notice of the
time and place of holding of special meetings of the Board of Directors by mail
at least thirty (30) days before the meeting, or by telegram, cable radiogram,
or personal service at least ten (10) days before the meeting. Unless otherwise
stated in the notice thereof, any and all business may be transacted at any
meeting without specification of such business in the notice.



<PAGE>
     Section 3.5 Telephonic Meetings: Members of the Board of Directors, or any
committee designated by the Board, may participate in a meeting of such Board or
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this bylaw shall constitute presence
in person at such meeting.

     Section 3.6 Quorum: A majority of the total number of members of the Board
of Directors as constituted from time to time shall constitute a quorum for the
transaction of business, but, if at any meeting of the Board of Directors
(whether or not adjourned from a previous meeting) there shall be less than a
quorum present, a majority of those present may adjourn the meeting to another
time and place, and the meeting may be held as adjourned without further notice
or waiver. Except as otherwise provided by law or in the Articles of
Incorporation or these Bylaws, a majority of the directors present at any
meeting at which a quorum is present may decide any question brought before such
meeting.

     Section 3.7 Organization: Meetings shall be presided over by the Chairman
of the Board, if any, or in his or her absence by the President, or, in the
absence of both, by such other person as the directors may select. The Secretary
of the corporation shall act as secretary of the meeting, but in his or her
absence the chairman of the meeting may appoint any person to act as secretary
of the meeting.

     Section 3.8 Action by Consent of Directors: Unless otherwise restricted by
the Articles of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof, may be taken without a meeting if all members of the Board or such
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

     Section 3.9 Compensation of Directors: Unless otherwise restricted by the
Articles of Incorporation or these Bylaws, the Board of Directors shall have the
authority to fix the compensation of directors.

     Section 3.10 Committees: The Board of Directors may establish committees
for the performance of delegated or designated functions to the extent permitted
by law. The Board of Directors may provide, by resolution or amendment to the
Bylaws, such powers, limitations, and procedures for committees as the Board of
Directors deems advisable.


<PAGE>

                                   ARTICLE IV
                                    OFFICERS

     Section 4.1 Executive Officers; Election; Qualifications; Term of Office:
The Board of Directors shall choose a President, Secretary, Treasurer and it
may, if it so determines, choose a Chairman of the Board and a Vice Chairman of
the Board from among its members. The Board of Directors may also choose one or
more Vice Presidents, one or more Assistant Secretaries, and one or more
Assistant Treasurers. Any number of offices may be held by the same person,
unless these Bylaws or the Articles of Incorporation otherwise directs. Each
such officer shall hold office until the first meeting of the Board of Directors
after the annual meeting of shareholders next succeeding his election, and until
his or her successor is elected and qualified or until his or her earlier
resignation or removal.

     Section 4.2 Powers and Duties of Executive Officers: The officers of the
corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors shall appoint one
of the officers to record all meetings of shareholders and directors in a book
kept for that purpose. The Board of Directors may require any officer, agent or
employee to give security for the faithful performance of his duties.

                              Chairman of the Board

     The directors may elect one of their members to be Chairman of the Board of
Directors, and that person shall be subject to the control of and may be removed
from that position by the Board of Directors. The Chairman of the Board shall
perform such duties as may from time to time be assigned to him or her by the
Board. It shall be the Chairman's duty to preside at all meetings of
shareholders and directors.

                                    President

     The President shall be the chief executive officer of the corporation. In
the absence of the Chairman of the Board, it shall be the President's duty to
preside at all meetings of the shareholders and directors. It shall also be the
President's duty to have general and active management of the business of the
corporation; to see that all orders and resolutions of the Board of Directors
are carried into effect; and to execute contracts, agreements, deeds, bonds,
mortgages and other obligations and instruments, in the name of the corporation.

     The President shall have the general supervision and direction of the other
officers of the corporation and shall see that their duties are properly
performed. The President shall submit a report of the operations of the
corporation for the year to the shareholders at their annual meeting. The
President shall have the general duties and powers of supervision and management
usually vested in the office of president of a corporation.


<PAGE>
                                 Vice President

     The Vice President or Vice Presidents, in the order designated by the Board
of Directors, shall be vested with all the powers and required to perform all
the duties of the President in the absence or disability of the President and
shall perform such other duties as may be prescribed by the Board of Directors.

                                    Secretary

     The Secretary shall attend all meetings of the shareholders, the Board of
Directors and the executive committee; shall act as clerk thereof and shall
record all of the proceedings of such meetings in a book kept for that purpose;
shall give proper notice of meetings of shareholders and directors; shall keep
an account of stock registered and transferred in such manner and subject to
such regulations as the Board of Directors may prescribe; and shall perform such
other duties as shall be assigned to the office of Secretary by the President or
the Board of Directors.

                                    Treasurer

     The Treasurer shall have custody of the funds and securities of the
corporation; shall keep full and accurate accounts of receipts and disbursements
in books belonging to the corporation; and shall deposit all moneys and other
valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the Board of Directors.

     The Treasurer shall disburse the funds of the corporation as may be ordered
by the Board of Directors, executive committee or President, taking proper
vouchers for such disbursements, and shall render to the President and
directors, whenever they may require it, an account of all the transactions of
Treasurer and of the financial condition of the corporation.

                   Assistant Secretary and Assistant Treasurer

     The Assistant Secretary shall assist the Secretary and the Assistant
Treasurer shall assist the Treasurer in the performance of their respective
duties and shall perform all such duties in their absence or disability and
shall perform such other duties as may be prescribed by the Board of Directors,
the executive committee and the President.

     Section 4.3 Resignation; Removal; Vacancies: Any officer may resign at any
time upon written notice to the corporation. The Board of Directors may remove
any officer with or without cause at any time, but such removal shall be without
prejudice to the contractual rights of such officer, if any, with the
corporation. Any vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise may be filled for the unexpired portion of the
term by majority vote of the whole Board of Directors at any regular or special
meeting.



<PAGE>
     Section 4.4 Absence or Disability: In case of the absence or disability of
any officer of the corporation or for any other reason deemed sufficient by a
majority of the Board of Directors, the Board of Directors may delegate the
power or duties of the absent or disabled officer to any other officer or to any
director for the time being.

     Section 4.5 Powers and Duties Regarding the Corporation's Ownership of
Securities of Other Corporations or Entities: Unless otherwise ordered by the
Board of Directors, the President, the Secretary, and such attorneys or agents
of the corporation as may be from time to time authorized by the Board of
Directors or the President, shall have full power and authority on behalf of
this corporation to attend and to act and vote in person or by proxy at any
meeting of the holders of securities of any corporation or other entity in which
this corporation may own or hold shares or other securities, and at such
meetings shall possess and may exercise all rights and powers incident to the
ownership of such shares or other securities which this corporation, as the
owner or holder thereof, might have possessed and exercised if present. The
President, the Secretary, or such attorneys or agents, may also execute and
deliver on behalf of the corporation powers of attorney, proxies, consents,
waivers, and other instruments relating to the shares or securities owned or
held by this corporation.

                                    ARTICLE V
                                 INDEMNIFICATION

     Section 5.1 Indemnification and Advancement of Expenses: The directors and
officers of this corporation shall be indemnified to the maximum extent
permitted by law for expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement incurred by a director or officer of this corporation
in defending a civil or criminal action, suit or proceeding. Such expenses shall
be paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount if it is ultimately determined that the
director or officer is not entitled to be indemnified by the corporation as
authorized by Nevada law. The foregoing right of indemnification and advancement
of expenses shall in no way be exclusive of any other rights of indemnification
and advancement of expenses to which any such director or officer may be
entitled by bylaw, agreement, vote of shareholders or of disinterested directors
or otherwise.

     Section 5.2 Continuation of Rights: All rights of indemnification and
advancement of expenses under Article V of these Bylaws and under Nevada law
shall continue as to a person who has ceased to be an officer or director and
shall inure to the benefit of the heirs, executors and administrators of such a
director or officer.

     Section 5.3 Indemnification Insurance: The corporation may maintain
insurance, at its expense, to protect itself and any director, officer, employee
or agent of the corporation or another corporation, partnership, joint venture,
trust or other enterprise against any such expense, liability or loss, whether
or not the corporation would have the power to indemnify such person against
such expense, liability or loss under Nevada law.

     Section 5.4 Determination of Rights: Unless ordered by a court, the
corporation may not make the indemnifications under this Article V or Nevada law
until its shareholders, its Board of Directors, by a majority vote of a quorum
of disinterested directors, or written opinion of independent counsel, if a
quorum of disinterested directors is not available or such a quorum directs,
determine(s) that the person to be indemnified acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation.



<PAGE>
                                   ARTICLE VI
                                  CAPITAL STOCK

     Section 6.1 Stock Certificates: The Certificates for shares of the capital
stock of the corporation shall be in such form as shall be prescribed by law and
approved, from time to time, by the Board of Directors. Shareholders shall be
entitled to have a Certificate signed by the Chairman or Vice Chairman of the
Board of Directors, or the President or Vice President, and by the Treasurer or
Assistant Treasurer, or the Secretary or Assistant Secretary, certifying the
number of shares held. The signatures may be a facsimile. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed on a Certificate shall have ceased to be such officer, transfer
agent, or registrar before such Certificate is issued, it may be issued by the
corporation with the same effect as if he or she were such officer, transfer
agent, or registrar at the date of issue.

     Section 6.2 Transfer of Shares: Shares of the capital stock of the
corporation may be transferred on the books of the corporation only by the
holder of such shares or by his duly authorized attorney, upon the surrender to
the corporation or its transfer agent of the Certificate representing such stock
properly endorsed.

     Section 6.3 Fixing Record Date: In order that the corporation may determine
the shareholders 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 change, conversion, or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix a record date which
shall not precede the date upon which the resolution fixing the record date is
adopted and which shall not be more than sixty (60) days prior to such action.
If no record date is fixed, the record date for determining shareholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating to the above determinations or
purposes.

     Section 6.4 Lost Certificates: The Board of Directors may direct a new
Certificate or Certificates representing stock of the corporation to be issued
in place of any Certificate or Certificates previously issued by the
corporation, alleged to have been lost, stolen, or destroyed, upon the making of
an affidavit of that fact by the person claiming the Certificate to be lost,
stolen, or destroyed.

     When authorizing such issue of a new Certificate or Certificates, the Board
of Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen, or destroyed Certificate or
Certificates, or his legal representative, to give the corporation a bond in
such sum as the Board of Directors shall direct to indemnify the corporation
against any claim that may be made against the corporation with respect to the
Certificate alleged to have been lost, stolen, or destroyed or the issuance of
such new Certificates, and such requirement may be general or confined to
specific instances.



<PAGE>
     Section 6.5 Regulations: The Board of Directors shall have power and
authority to make all such rules and regulations as it may deem expedient
concerning the issue, transfer, registration, cancellation, and replacement of
Certificates representing stock of the corporation.

     Section 6.6 Legends on Shares: All Certificates for shares of stock of the
corporation shall have placed thereon any legend or legends which counsel for
the corporation deems appropriate and desirable for the purpose of compliance
with state and federal securities laws.

     Section 6.7 Holders of Record: The corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any equitable or other
claim to or interest in such share on the part of any other person, whether or
not it shall have express or other notice thereof, save as expressly provided by
the laws of Nevada.

                                   ARTICLE VII
                                    DIVIDENDS

     Dividends upon the capital stock may be declared by the Board of Directors
at any regular or special meeting and may be paid in cash or in property or in
shares of the capital stock. Before paying any dividend or making any
distribution of profits, the directors may set apart out of any of the funds of
the corporation available for dividends a reserve or reserves for any proper
purpose and may alter or abolish any such reserve or reserves.

                                  ARTICLE VIII
                      CONTRACTS, LOANS, CHECK AND DEPOSITS

     Section 8.1 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. Such authority may
be general or confined to specific instances.

     Section 8.2 Loans: No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.



<PAGE>
     Section 8.3 Checks: All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers, agent or agents of the
corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.

     Section 8.4 Deposits: All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.

                                   ARTICLE IX
                                  MISCELLANEOUS

     Section 9.1 Fiscal Year: The fiscal year of the corporation shall be the
calendar year.

     Section 9.2 Books and Records: The books, accounts and records of the
corporation except as otherwise required by the laws of the State of Nevada, may
be kept within or without the State of Nevada, at such place or places as may
from time to time be designated by resolution of the directors.

     Any records maintained by the corporation in the regular course of its
business, including its stock ledger, books of account, and minute books, may be
kept on, or be in the form of, punch cards, magnetic tape, photographs,
microphotographs, or any other information storage device, provided that the
records so kept can be converted into clearly legible written form within a
reasonable time. The corporation shall so convert any records so kept upon the
request of any person entitled to inspect the same.

                                    ARTICLE X
                               AMENDMENT OF BYLAWS

     The Bylaws may be amended, altered, repealed or added to at any regular
meeting of the shareholders or Board of Directors or at any special meeting
called for that purpose, by affirmative vote of a majority of the stock issued
and outstanding and entitled to vote or of a majority of the whole authorized
number of directors, as the case may be.

                                  CERTIFICATION

     The above and foregoing is a true and correct copy of the Bylaws of City
Capital Corporation. approved and accepted as of the 10th day of December, 2004.

                                        /s/ Gary Borglund
                                        ------------------------
                                        Gary Borglund, Secretary


<PAGE>