BYLAWS
                                       OF
                               GOLDTECH MINING CORPORATION
                              a Nevada corporation




                                   1. ARTICLE
                                   DEFINITIONS

1.1  Definitions.  Unless  the  context  clearly  requires  otherwise,  in these
     Bylaws:

(a)      "Board" means the board of directors of the Company.
(b)      "Bylaws" means these bylaws as adopted by the Board and includes
         amendments subsequently adopted by the Board or by the Stockholders.
(c)      "Articles of Incorporation" means the Articles of Incorporation of
         Goldtech Mining Corporation, as filed with the Secretary of State of
         the State of Nevada and includes all amendments thereto and
         restatements thereof subsequently filed.
(d)      "Company" means Goldtech Mining Corporation a Nevada corporation.
(e)      "Section" refers to sections of these Bylaws.
(f)      "Stockholder" means stockholders of record of the Company.

1.2  Offices.  The title of an office refers to the person or persons who at any
     given time perform the duties of that particular office for the Company.

                               2. ARTICLE OFFICES

2.1  Principal  Office.  The Company may locate its  principal  office within or
     without the state of incorporation as the Board may determine.
<PAGE>

2.2  Registered  Office. The registered office of the Company required by law to
     be  maintained in the state of  incorporation  may be, but need not be, the
     same as the  principal  place of  business  of the  Company.  The Board may
     change the address of the registered office from time to time.

2.3  Other  Offices.  The Company may have offices at such other places,  either
     within or without the state of incorporation, as the Board may designate or
     as the business of the Company may require from time to time.

                             3. ARTICLE MEETINGS OF
                                  STOCKHOLDERS

3.1  Annual  Meetings.  The  Stockholders of the Company shall hold their annual
     meetings for the purpose of electing  directors and for the  transaction of
     such other proper  business as may come before such  meetings at such time,
     date and place as the Board shall determine by resolution.

3.2  Special Meetings.  The Board, the Chairman of the Board, the President or a
     committee  of the Board duly  designated  and whose  powers  and  authority
     include  the  power to call  meetings  may  call  special  meetings  of the
     Stockholders  of the  Company  at any time  for any  purpose  or  purposes.
     Special  meetings of the  Stockholders of the Company may also be called by
     the holders of at least 30% of all shares  entitled to vote at the proposed
     special meeting.

3.3  Place of Meetings. The Stockholders shall hold all meetings at such places,
     within or without the State of Nevada,  as the Board or a committee  of the
     Board shall specify in the notice or waiver of notice for such meetings.

3.4  Notice of  Meetings.  Except as  otherwise  required by law, the Board or a
     committee of the Board shall give notice of each  meeting of  Stockholders,
     whether  annual or  special,  not less than 10 nor more than 50 days before
     the date of the  meeting.  The  Board or a  committee  of the  Board  shall
     deliver a notice to each  Stockholder  entitled to vote at such  meeting by
     delivering a typewritten or printed notice thereof to him personally, or by
     depositing  such notice in the United  States  mail,  in a postage  prepaid
     envelope,  directed  to him at his  address as it appears on the records of
     the Company,  or by transmitting a notice thereof to him at such address by
     telegraph,  telecopy,  cable or wireless. If mailed, notice is given on the
     date deposited in the United States mail, postage prepaid,  directed to the
     Stockholder at his address as it appears on the records of the Company.  An
     affidavit of the  Secretary  or an  Assistant  Secretary or of the Transfer
     Agent of the Company  that he has given  notice  shall  constitute,  in the
     absence of fraud, prima facie evidence of the facts stated therein.

     Every notice of a meeting of the Stockholders  shall state the place,  date
and hour of the meeting and, in the case of a special meeting,  also shall state
the  purpose or  purposes  of the  meeting.  Furthermore,  if the  Company  will
maintain the list at a place other than where the meeting will take place, every
notice of a meeting of the  Stockholders  shall  specify  where the Company will
maintain the list of Stockholders entitled to vote at the meeting.

3.5  Stockholder  Notice.   Subject  to  the  Articles  of  Incorporation,   the
     Stockholders  who intend to nominate  persons to the Board of  Directors or
     propose any other action at an annual meeting of  Stockholders  must timely
     notify the  Secretary  of the  Company  of such  intent.  To be  timely,  a
     Stockholder's  notice must be  delivered  to or mailed and  received at the
     principal  executive  offices of the Company not less than 50 days nor more
     than 90 days prior to the date of such meeting; provided,  however, that in
     the  event  that less than 75 days'  notice of the date of the  meeting  is
     given or made to Stockholders,  notice by the Stockholder to be timely must
     be received not later than the close of business on the 15th day  following
     the date on which such notice of the date of the annual meeting was mailed.
     Such notice must be in writing and must  include a (i) a brief  description
     of the business  desired to the brought  before the annual  meeting and the
     reasons for  conducting  such  business at the  meeting;  (ii) the name and
     record address of the Stockholder proposing such business; (iii) the class,
     series  and  number of shares of  capital  stock of the  Company  which are
     beneficially  owned by the Stockholder;  and (iv) any material  interest of
     the Stockholder in such business. The Board of Directors reserves the right
     to refuse to submit any such proposal to  stockholders at an annual meeting
     if, in its judgment,  the information  provided in the notice is inaccurate
     or incomplete.
<PAGE>

3.6  Waiver of Notice.  Whenever these Bylaws require written notice,  a written
     waiver thereof,  signed by the person entitled to notice, whether before or
     after the time stated therein,  shall  constitute the equivalent of notice.
     Attendance of a person at any meeting  shall  constitute a waiver of notice
     of such meeting, except when the person attends the meeting for the express
     purpose of objecting,  at the beginning of the meeting,  to the transaction
     of any business because the meeting is not lawfully called or convened.  No
     written  waiver of notice need specify either the business to be transacted
     at, or the purpose or  purposes  of any  regular or special  meeting of the
     Stockholders, directors or members of a committee of the Board.

3.7  Adjournment of Meeting.  When the Stockholders adjourn a meeting 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.  At the  adjourned  meeting,  the  Stockholders  may
     transact  any  business  which  they may have  transacted  at the  original
     meeting.  If the  adjournment  is for more  than 30 days or,  if after  the
     adjournment,  the Board or a committee of the Board fixes a new record date
     for the adjourned meeting, the Board or a committee of the Board shall give
     notice of the adjourned  meeting to each  Stockholder of record entitled to
     vote at the meeting.

3.8  Quorum.  Except as otherwise  required by law, the holders of a majority of
     all of the shares of the stock entitled to vote at the meeting,  present in
     person or by proxy,  shall  constitute  a quorum  for all  purposes  at any
     meeting of the  Stockholders.  In the absence of a quorum at any meeting or
     any adjournment  thereof,  the holders of a majority of the shares of stock
     entitled to vote who are present, in person or by proxy, or, in the absence
     therefrom of all the  Stockholders,  any officer entitled to preside at, or
     to act as  secretary  of, such  meeting may adjourn such meeting to another
     place, date or time.
<PAGE>

     If the  chairman  of the  meeting  gives  notice of any  adjourned  special
meeting of Stockholders to all  Stockholders  entitled to vote thereat,  stating
that the minimum  percentage of stockholders  for a quorum as provided by Nevada
law shall constitute a quorum,  then, except as otherwise  required by law, that
percentage at such adjourned meeting shall constitute a quorum and a majority of
the votes cast at such meeting shall determine all matters.

3.9  Organization.  Such  person  as the Board  may have  designated  or, in the
     absence of such a person, the highest ranking officer of the Company who is
     present shall call to order any meeting of the Stockholders,  determine the
     presence of a quorum, and act as chairman of the meeting. In the absence of
     the Secretary or an Assistant Secretary of the Company,  the chairman shall
     appoint someone to act as the secretary of the meeting.

3.10 Conduct of  Business.  The  chairman of any meeting of  Stockholders  shall
     determine the order of business and the procedure at the meeting, including
     such  regulations  of the manner of voting and the conduct of discussion as
     he deems in order.

3.11 List  of   Stockholders.   At  least  10  days  before  every   meeting  of
     Stockholders,  the  Secretary  shall  prepare  a list  of the  Stockholders
     entitled to vote at the  meeting or any  adjournment  thereof,  arranged in
     alphabetical order,  showing the address of each Stockholder and the number
     of shares  registered  in the name of each  Stockholder.  The Company shall
     make the list available for  examination by any Stockholder for any purpose
     germane to the meeting,  during ordinary business hours, for a period of at
     least 10 days prior to the meeting, either at a place within the city where
     the meeting will take place or at the place designated in the notice of the
     meeting.
<PAGE>

     The Secretary  shall produce and keep the list at the time and place of the
meeting during the entire  duration of the meeting,  and any  Stockholder who is
present  may  inspect  the  list  at the  meeting.  The  list  shall  constitute
presumptive  proof of the identity of the  Stockholders  entitled to vote at the
meeting and the number of shares each Stockholder holds.

     A  determination  of  Stockholders  entitled  to  vote  at any  meeting  of
Stockholders pursuant to this Section shall apply to any adjournment thereof.

3.12 Fixing of Record Date. For the purpose of determining Stockholders entitled
     to notice of or to vote at any meeting of  Stockholders  or any adjournment
     thereof, or Stockholders entitled to receive payment of any dividend, or in
     order to make a determination of Stockholders for any other proper purpose,
     the Board or a  committee  of the  Board  may fix in  advance a date as the
     record date for any such determination of Stockholders.  However, the Board
     shall not fix such  date,  in any case,  more than 60 days nor less than 10
     days prior to the date of the particular action.

     If the Board or a committee of the Board does not fix a record date for the
determination  of Stockholders  entitled to notice of or to vote at a meeting of
Stockholders,  the record date 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 or
the date on which the Board adopts the resolution declaring a dividend.

3.13 Voting of Shares.  Each Stockholder  shall have one vote for every share of
     stock having  voting  rights  registered in his name on the record date for
     the meeting. The Company shall not have the right to vote treasury stock of
     the Company, nor shall another corporation have the right to vote its stock
     of the Company if the Company holds, directly or indirectly,  a majority of
     the shares  entitled  to vote in the  election of  directors  of such other
     corporation.  Persons holding stock of the Company in a fiduciary  capacity
     shall have the right to vote such  stock.  Persons who have  pledged  their
     stock of the Company  shall have the right to vote such stock unless in the
     transfer on the books of the Company the pledgor  expressly  empowered  the
     pledgee to vote such stock. In that event, only the pledgee,  or his proxy,
     may represent such stock and vote thereon.
<PAGE>

                  A plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote shall determine all
elections and, except when the law or Articles of Incorporation requires
otherwise, the affirmative vote of a majority of the shares present in person or
represented by proxy at the meeting and entitled to vote shall determine all
other matters.
                  Where a separate vote by a class or classes is required, a
majority of the outstanding shares of such class or classes, present in person
or represented by proxy, shall constitute a quorum entitled to take action with
respect to that vote on that matter and the affirmative vote of the majority of
shares of such class or classes present in person or represented by proxy at the
meeting shall be the act of such class.

                  The Stockholders may vote by voice vote on all matters. Upon
demand by a Stockholder entitled to vote, or his proxy, the Stockholders shall
vote by ballot. In that event, each ballot shall state the name of the
Stockholder or proxy voting, the number of shares voted and such other
information as the Company may require under the procedure established for the
meeting.

3.14 Inspectors.  At any meeting in which the Stockholders  vote by ballot,  the
     chairman may appoint one or more inspectors.  Each inspector shall take and
     sign an oath to execute the duties of inspector at such meeting faithfully,
     with strict  impartiality,  and  according to the best of his ability.  The
     inspectors shall ascertain the number of shares  outstanding and the voting
     power of each;  determine  the  shares  represented  at a  meeting  and the
     validity of proxies and ballots; count all votes and ballots; determine and
     retain  for a  reasonable  period  a  record  of  the  disposition  of  any
     challenges made to any  determination by the inspectors;  and certify their
     determination of the number of shares represented at the meeting, and their
     count of all votes and ballots.  The  certification  required  herein shall
     take the form of a subscribed,  written  report  prepared by the inspectors
     and delivered to the Secretary of the Company.  An inspector  need not be a
     Stockholder  of the  Company,  and any  officer  of the  Company  may be an
     inspector  on any  question  other than a vote for or against a proposal in
     which he has a material interest.
<PAGE>

 3.15 Proxies. A Stockholder may
exercise any voting rights in person or by his proxy appointed by an instrument
in writing, which he or his authorized attorney-in-fact has subscribed and which
the proxy has delivered to the secretary of the meeting pursuant to the manner
prescribed by law.

                  A proxy is not valid after the expiration of 13 months after
the date of its execution, unless the person executing it specifies thereon the
length of time for which it is to continue in force (which length may exceed 12
months) or limits its use to a particular meeting. Each proxy is irrevocable if
it expressly 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.

                  The attendance at any meeting of a Stockholder who previously
has given a proxy shall not have the effect of revoking the same unless he
notifies the Secretary in writing prior to the voting of the proxy.

3.16 Action by Consent. Any action required to be taken at any annual or special
     meeting of  stockholders of the Company or any action which may be taken at
     any annual or special meeting of such stockholders,  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 the
     holders of  outstanding  stock  having not less than the minimum  number of
     votes that would be necessary to authorize or take such action at a meeting
     at which all shares  entitled to vote  thereon  were  present and voted and
     shall be delivered to the Company by delivery to its registered office, its
     principal  place of business,  or an officer or agent of the Company having
     custody of the book in which  proceedings of meetings of  stockholders  are
     recorded. Delivery made to the Company's registered office shall be by hand
     or by certified or registered mail, return receipt requested.
<PAGE>

                  Every written consent shall bear the date of signature of each
stockholder who signs the consent, and no written consent shall be effective to
take the corporate action referred to therein unless, within 50 days of the
earliest dated consent delivered in the manner required by this section to the
Company, written consents signed by a sufficient number of holders to take
action are delivered to the Company by delivery to its registered office, its
principal place of business or an officer or agent of the Company having custody
of the book in which proceedings of meetings of stockholders are recorded.
Delivery made to the Company's registered office shall be by hand or by
certified or registered mail, return receipt requested.

                  Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                              4. ARTICLE BOARD OF
                                    DIRECTORS

4.1  General Powers.  The Board shall manage the property,  business and affairs
     of the Company.

4.2  Number.  The number of directors who shall constitute the Board shall equal
     not less than 1 nor more than 10, as the Board or majority stockholders may
     determine by resolution from time to time.

4.3  Election of Directors and Term of Office.  The  Stockholders of the Company
     shall elect the directors at the annual or adjourned annual meeting (except
     as otherwise  provided herein for the filling of vacancies).  Each director
     shall hold office until his death,  resignation,  retirement,  removal,  or
     disqualification,  or until  his  successor  shall  have been  elected  and
     qualified.
<PAGE>

4.4  Resignations.  Any director of the Company may resign at any time by giving
     written  notice  to the  Board  or to the  Secretary  of the  Company.  Any
     resignation  shall take effect upon receipt or at the time specified in the
     notice.  Unless the notice specifies  otherwise,  the  effectiveness of the
     resignation shall not depend upon its acceptance.

4.5  Removal.  Stockholders  holding 2/3 of the  outstanding  shares entitled to
     vote at an  election  of  directors  may remove any  director or the entire
     Board of Directors at any time, with or without cause.

4.6  Vacancies. Any vacancy on the Board, whether because of death, resignation,
     disqualification,  an  increase  in the number of  directors,  or any other
     cause  may be filled  by a  majority  of the  remaining  directors,  a sole
     remaining director, or the majority  stockholders.  Any director elected to
     fill a vacancy shall hold office until his death, resignation,  retirement,
     removal,  or  disqualification,  or until  his  successor  shall  have been
     elected and qualified.

4.7  Chairman of the Board. At the initial and annual meeting of the Board,  the
     directors may elect from their number a Chairman of the Board of Directors.
     The Chairman  shall  preside at all meetings of the Board and shall perform
     such other duties as the Board may direct.  The Board also may elect a Vice
     Chairman  and other  officers of the Board,  with such powers and duties as
     the Board may designate from time to time.

4.8  Compensation. The Board may compensate directors for their services and may
     provide for the payment of all  expenses the  directors  incur by attending
     meetings of the Board or otherwise.
<PAGE>


                             5. ARTICLE MEETINGS OF
                                    DIRECTORS

5.1  Regular Meetings. The Board may hold regular meetings at such places, dates
     and times as the Board shall establish by resolution.  If any day fixed for
     a meeting falls on a legal holiday, the Board shall hold the meeting at the
     same place and time on the next succeeding business day. The Board need not
     give notice of regular meetings.

5.2  Place of Meetings.  The Board may hold any of its meetings in or out of the
     State of Nevada, at such places as the Board may designate,  at such places
     as the notice or waiver of notice of any such meeting may designate,  or at
     such places as the persons calling the meeting may designate.

5.3  Meetings by Telecommunications. The Board or any committee of the Board may
     hold   meetings   by   means   of    conference    telephone   or   similar
     telecommunications  equipment that enable all persons  participating in the
     meeting to hear each other. Such participation shall constitute presence in
     person at such meeting.

5.4  Special Meetings. The Chairman of the Board, the President,  or one-half of
     the directors then in office may call a special  meeting of the Board.  The
     person or persons  authorized to call special meetings of the Board may fix
     any  place,  either  in or out of the  State of Nevada as the place for the
     meeting.

5.5  Notice of Special Meetings. The person or persons calling a special meeting
     of the Board shall give written notice to each director of the time, place,
     date and purpose of the meeting of not less than three  business days if by
     mail and not less than 24 hours if by  telegraph  or in person  before  the
     date of the meeting.  If mailed,  notice is given on the date  deposited in
     the United States mail, postage prepaid,  to such director.  A director may
     waive notice of any special  meeting,  and any meeting  shall  constitute a
     legal meeting  without  notice if all the directors are present or if those
     not  present  sign either  before or after the meeting a written  waiver of
     notice,  a consent to such  meeting,  or an  approval of the minutes of the
     meeting.  A notice or waiver of notice need not specify the purposes of the
     meeting or the business which the Board will transact at the meeting.

5.6  Waiver by Presence.  Except when  expressly for the purpose of objecting to
     the  legality  of a  meeting,  a  director's  presence  at a meeting  shall
     constitute a waiver of notice of such meeting.

5.7  Quorum.  A majority of the  directors  then in office  shall  constitute  a
     quorum for all  purposes at any  meeting of the Board.  In the absence of a
     quorum,  a majority  of  directors  present at any  meeting may adjourn the
     meeting to another place,  date or time without further notice.  No proxies
     shall be given by  directors  to any  person  for  purposes  of  voting  or
     establishing a quorum at a directors meetings.

5.8  Conduct of Business.  The Board shall  transact  business in such order and
     manner as the Board may  determine.  Except as the law requires  otherwise,
     the Board  shall  determine  all  matters by the vote of a majority  of the
     directors present at a meeting at which a quorum is present.  The directors
     shall act as a Board,  and the individual  directors shall have no power as
     such.

5.9  Action  by  Consent.  The  Board or a  committee  of the Board may take any
     required or permitted  action without a meeting if all members of the Board
     or  committee  consent  thereto in writing and file such  consent  with the
     minutes of the proceedings of the Board or committee.

                             6. ARTICLE COMMITTEES

6.1  Committees of the Board.  The Board may designate,  by a vote of a majority
     of the directors  then in office,  committees of the Board.  The committees
     shall serve at the pleasure of the Board and shall  possess  such  lawfully
     delegable powers and duties as the Board may confer.
<PAGE>

6.2  Selection  of  Committee  Members.  The  Board  shall  elect by a vote of a
     majority of the  directors  then in office a director or directors to serve
     as the member or members of a  committee.  By the same vote,  the Board may
     designate other  directors as alternate  members who may replace any absent
     or  disqualified  member at any meeting of a  committee.  In the absence or
     disqualification of any member of any committee and any alternate member in
     his place,  the member or members of the  committee  present at the meeting
     and not  disqualified  from voting,  whether or not he or they constitute a
     quorum, may appoint by unanimous vote another member of the Board to act at
     the meeting in the place of the absent or disqualified member.

6.3  Conduct of Business.  Each committee may determine the procedural rules for
     meeting and conducting its business and shall act in accordance  therewith,
     except as the law or these Bylaws require  otherwise.  Each committee shall
     make adequate  provision for notice of all meetings to members.  A majority
     of the  members of the  committee  shall  constitute  a quorum,  unless the
     committee  consists of one or two members.  In that event, one member shall
     constitute a quorum. A majority vote of the members present shall determine
     all  matters.  A  committee  may take  action  without a meeting if all the
     members  of the  committee  consent  in  writing  and file the  consent  or
     consents with the minutes of the proceedings of the committee.

6.4  Authority.  Any committee, to the extent the Board provides, shall have and
     may exercise all the powers and authority of the Board in the management of
     the business and affairs of the Company,  and may authorize the  affixation
     of the Company's  seal to all  instruments  which may require or permit it.
     However,  no  committee  shall have any power or  authority  with regard to
     amending the Articles of Incorporation,  adopting an agreement of merger or
     consolidation, recommending to the Stockholders the sale, lease or exchange
     of  all  or  substantially  all  of  the  Company's  property  and  assets,
     recommending  to  the  Stockholders  a  dissolution  of  the  Company  or a
     revocation of a dissolution of the Company, or amending these Bylaws of the
     Company.  Unless a resolution of the Board expressly provides, no committee
     shall have the power or authority to declare a dividend,  to authorize  the
     issuance of stock, or to adopt a certificate of ownership and merger.

6.5  Minutes.  Each committee  shall keep regular minutes of its proceedings and
     report the same to the Board when required.

                                   7. ARTICLE
                                    OFFICERS

7.1  Officers of the  Company.  The officers of the Company  shall  consist of a
     President,  a Secretary and such Vice  Presidents,  Assistant  Secretaries,
     Assistant  Treasurers,  and other  officers as the Board may  designate and
     elect from time to time.  The same person may hold at the same time any two
     or more offices.

7.2  Election and Term. The Board shall elect the officers of the Company.  Each
     officer shall hold office until his death, resignation, retirement, removal
     or  disqualification,  or until his  successor  shall have been elected and
     qualified.

7.3  Compensation  of  Officers.  The Board  shall fix the  compensation  of all
     officers of the  Company.  No officer  shall serve the Company in any other
     capacity  and  receive  compensation,   unless  the  Board  authorizes  the
     additional compensation.

7.4  Removal of Officers  and Agents.  The Board may remove any officer or agent
     it has elected or appointed at any time, with or without cause.

7.5  Resignation  of  Officers  and  Agents.  Any officer or agent the Board has
     elected or appointed may resign at any time by giving written notice to the
     Board,  the Chairman of the Board,  the President,  or the Secretary of the
     Company.  Any such resignation shall take effect at the date of the receipt
     of such notice or at any later time specified.  Unless otherwise  specified
     in the  notice,  the  Board  need not  accept  the  resignation  to make it
     effective.

7.6  Bond. The Board may require by resolution any officer,  agent,  or employee
     of the  Company  to give  bond to the  Company,  with  sufficient  sureties
     conditioned  on the faithful  performance  of the duties of his  respective
     office or agency.  The Board also may require by  resolution  any  officer,
     agent or  employee to comply  with such other  conditions  as the Board may
     require from time to time.

7.7  President.  The  President  shall be the  chief  operating  officer  of the
     Company and, subject to the Board's control, shall supervise and direct all
     of the  business and affairs of the Company.  When  present,  he shall sign
     (with or  without  the  Secretary,  an  Assistant  Secretary,  or any other
     officer  or agent of the  Company  which the Board has  authorized)  deeds,
     mortgages,  bonds,  contracts  or other  instruments  which  the  Board has
     authorized  an officer or agent of the  Company to  execute.  However,  the
     President shall not sign any instrument which the law, these Bylaws, or the
     Board expressly  require some other officer or agent of the Company to sign
     and execute. In general, the President shall perform all duties incident to
     the office of President  and such other  duties as the Board may  prescribe
     from time to time.

7.8  Vice  Presidents.  In the absence of the  President  or in the event of his
     death,  inability  or refusal to act, the Vice  Presidents  in the order of
     their  length of service as Vice  Presidents,  unless the Board  determines
     otherwise,  shall perform the duties of the  President.  When acting as the
     President,  a Vice President shall have all the powers and  restrictions of
     the  Presidency.  A Vice  President  shall perform such other duties as the
     President or the Board may assign to him from time to time.

7.9  Secretary.  The Secretary shall (a) keep the minutes of the meetings of the
     Stockholders  and of the Board in one or more books for that  purpose,  (b)
     give all  notices  which  these  Bylaws or the law  requires,  (c) serve as
     custodian of the records and seal of the Company, (d) affix the seal of the
     corporation to all documents  which the Board has  authorized  execution on
     behalf of the Company under seal, (e) maintain a register of the address of
     each  Stockholder  of the Company,  (f) sign,  with the  President,  a Vice
     President, or any other officer or agent of the Company which the Board has
     authorized,  certificates for shares of the Company, (g) have charge of the
     stock transfer  books of the Company,  and (h) perform all duties which the
     President or the Board may assign to him from time to time.

7.10 Assistant  Secretaries.  In the absence of the Secretary or in the event of
     his death,  inability or refusal to act, the Assistant  Secretaries  in the
     order of their length of service as Assistant  Secretary,  unless the Board
     determines  otherwise,  shall  perform  the duties of the  Secretary.  When
     acting as the Secretary,  an Assistant  Secretary shall have the powers and
     restrictions  of the Secretary.  An Assistant  Secretary shall perform such
     other duties as the  President,  Secretary or Board may assign from time to
     time.

7.11 Treasurer.  The Treasurer shall (a) have  responsibility  for all funds and
     securities of the Company, (b) receive and give receipts for moneys due and
     payable to the  corporation  from any source  whatsoever,  (c)  deposit all
     moneys in the name of the Company in depositories  which the Board selects,
     and (d)  perform  all of the duties  which the  President  or the Board may
     assign to him from time to time.

7.12 Assistant  Treasurers.  In the absence of the  Treasurer or in the event of
     his death,  inability or refusal to act, the  Assistant  Treasurers  in the
     order of their length of service as Assistant  Treasurer,  unless the Board
     determines  otherwise,  shall  perform  the duties of the  Treasurer.  When
     acting as the Treasurer,  an Assistant  Treasurer shall have the powers and
     restrictions  of the Treasurer.  An Assistant  Treasurer shall perform such
     other duties as the Treasurer,  the  President,  or the Board may assign to
     him from time to time.

7.13 Delegation of Authority.  Notwithstanding  any provision of these Bylaws to
     the contrary, the Board may delegate the powers or duties of any officer to
     any other officer or agent. 7.14 Action with Respect to Securities of Other
     Corporations.  Unless the Board directs otherwise, the President shall have
     the power to vote and otherwise act on behalf of the Company,  in person or
     by proxy,  at any meeting of  stockholders of or with respect to any action
     of  stockholders  of any  other  corporation  in which  the  Company  holds
     securities.  Furthermore, unless the Board directs otherwise, the President
     shall exercise any and all rights and powers which the Company possesses by
     reason of its ownership of securities in another corporation.

7.15 Vacancies.  The Board may fill any vacancy in any office  because of death,
     resignation,  removal,  disqualification  or any other  cause in the manner
     which these Bylaws prescribe for the regular appointment to such office.

                          8. ARTICLE CONTRACTS, LOANS,
                                     DRAFTS,
                              DEPOSITS AND ACCOUNTS

8.1  Contracts.  The Board may  authorize  any  officer  or  officers,  agent or
     agents, to enter into any contract or execute and deliver any instrument in
     the  name  and  on  behalf  of  the  Company.   The  Board  may  make  such
     authorization general or special.

8.2  Loans.  Unless the Board has authorized such action, no officer or agent of
     the Company shall contract for a loan on behalf of the Company or issue any
     evidence of indebtedness in the Company's name.

8.3  Drafts.  The President,  any Vice President,  the Treasurer,  any Assistant
     Treasurer,  and such other persons as the Board shall determine shall issue
     all checks,  drafts and other  orders for the  payment of money,  notes and
     other  evidences  of  indebtedness  issued in the name of or payable by the
     Company.

8.4  Deposits.  The  Treasurer  shall  deposit  all  funds  of the  Company  not
     otherwise employed in such banks, trust companies, or other depositories as
     the Board may select or as any officer, assistant, agent or attorney of the
     Company  to whom the Board has  delegated  such power may  select.  For the
     purpose of deposit  and  collection  for the  account of the  Company,  the
     President  or the  Treasurer  (or any other  officer,  assistant,  agent or
     attorney of the Company whom the Board has authorized) may endorse,  assign
     and  deliver  checks,  drafts  and other  orders  for the  payment of money
     payable to the order of the Company.

8.5  General and Special Bank Accounts.  The Board may authorize the opening and
     keeping of  general  and  special  bank  accounts  with such  banks,  trust
     companies, or other depositories as the Board may select or as any officer,
     assistant, agent or attorney of the Company to whom the Board has delegated
     such  power  may  select.  The  Board  may  make  such  special  rules  and
     regulations with respect to such bank accounts,  not inconsistent  with the
     provisions of these Bylaws, as it may deem expedient.

                       9. ARTICLE CERTIFICATES FOR SHARES
                               AND THEIR TRANSFER

9.1  Certificates for Shares. Every owner of stock of the Company shall have the
     right to receive a certificate  or  certificates,  certifying to the number
     and class of shares of the stock of the  Company  which he owns.  The Board
     shall determine the form of the certificates for the shares of stock of the
     Company.  The Secretary,  transfer agent, or registrar of the Company shall
     number the certificates  representing shares of the stock of the Company in
     the order in which the  Company  issues  them.  The  President  or any Vice
     President  and the  Secretary  or any  Assistant  Secretary  shall sign the
     certificates  in the  name  of the  Company.  Any or all  certificates  may
     contain  facsimile  signatures.  In case any officer,  transfer  agent,  or
     registrar  who has  signed  a  certificate,  or whose  facsimile  signature
     appears on a certificate,  ceases to serve as such officer, transfer agent,
     or registrar  before the Company  issues the  certificate,  the Company may
     issue the certificate  with the same effect as though the person who signed
     such certificate,  or whose facsimile signature appears on the certificate,
     was such officer,  transfer agent,  or registrar at the date of issue.  The
     Secretary,  transfer agent, or registrar of the Company shall keep a record
     in the stock  transfer  books of the  Company of the names of the  persons,
     firms or corporations owning the stock represented by the certificates, the
     number and class of shares  represented by the  certificates  and the dates
     thereof and, in the case of cancellation,  the dates of  cancellation.  The
     Secretary,  transfer  agent, or registrar of the Company shall cancel every
     certificate surrendered to the Company for exchange or transfer.  Except in
     the  case  of a lost,  destroyed,  stolen  or  mutilated  certificate,  the
     Secretary,  transfer  agent,  or registrar of the Company shall not issue a
     new  certificate  in  exchange  for an  existing  certificate  until he has
     canceled the existing certificate.

9.2  Transfer of Shares. A holder of record of shares of the Company's stock, or
     his  attorney-in-fact  authorized  by power of attorney  duly  executed and
     filed with the Secretary,  transfer agent or registrar of the Company,  may
     transfer his shares only on the stock transfer  books of the Company.  Such
     person shall furnish to the Secretary,  transfer agent, or registrar of the
     Company  proper  evidence of his  authority  to make the transfer and shall
     properly endorse and surrender for cancellation his existing certificate or
     certificates for such shares.  Whenever a holder of record of shares of the
     Company's  stock makes a transfer of shares for  collateral  security,  the
     Secretary,  transfer  agent,  or registrar of the Company  shall state such
     fact in the entry of transfer if the transferor and the transferee request.

9.3  Lost Certificates.  The Board may direct the Secretary,  transfer agent, or
     registrar of the Company to issue a new certificate to any holder of record
     of  shares  of  the  Company's   stock  claiming  that  he  has  lost  such
     certificate,  or that  someone  has stolen,  destroyed  or  mutilated  such
     certificate,  upon the  receipt of an  affidavit  from such  holder to such
     fact. When  authorizing the issue of a new  certificate,  the Board, in its
     discretion  may require as a condition  precedent to the issuance  that the
     owner of such certificate give the Company a bond of indemnity in such form
     and amount as the Board may direct.
<PAGE>

9.4  Regulations.   The  Board  may  make  such  rules  and   regulations,   not
     inconsistent with these Bylaws, as it deems expedient concerning the issue,
     transfer and  registration of  certificates  for shares of the stock of the
     corporation.  The Board may appoint or authorize any officer or officers to
     appoint one or more transfer  agents,  or one or more  registrars,  and may
     require all  certificates  for stock to bear the signature or signatures of
     any of them.

9.5  Holder of Record.  The Company  may treat as absolute  owners of shares the
     person in whose name the shares  stand of record as if that person had full
     competency,  capacity and  authority  to exercise all rights of  ownership,
     despite  any  knowledge  or  notice  to the  contrary  or  any  description
     indicating a  representative,  pledge or other fiduciary  relation,  or any
     reference  to any other  instrument  or to the  rights of any other  person
     appearing  upon its  record or upon the  share  certificate.  However,  the
     Company  may treat any  person  furnishing  proof of his  appointment  as a
     fiduciary as if he were the holder of record of the shares.

9.6  Treasury  Shares.  Treasury  shares of the Company  shall consist of shares
     which the  Company has issued and  thereafter  acquired  but not  canceled.
     Treasury shares shall not carry voting or dividend rights.

                                  10. ARTICLE
                                 INDEMNIFICATION

10.1     Definitions.   In this Article:

(a)      "Indemnitee" means (i) any present or former Director, advisory
         director or officer of the Company, (ii) any person who while serving
         in any of the capacities referred to in clause (i) hereof served at the
         Company's request as a director, officer, partner, venturer,
         proprietor, trustee, employee, agent or similar functionary of another
         foreign or domestic corporation, partnership, joint venture, trust,
         employee benefit plan or other enterprise, and (iii) any person
         nominated or designated by (or pursuant to authority granted by) the
         Board of Directors or any committee thereof to serve in any of the
         capacities referred to in clauses (i) or (ii) hereof.

(b)      "Official Capacity" means (i) when used with respect to a Director, the
         office of Director of the Company, and (ii) when used with respect to a
         person other than a Director, the elective or appointive office of the
         Company held by such person or the employment or agency relationship
         undertaken by such person on behalf of the Company, but in each case
         does not include service for any other foreign or domestic corporation
         or any partnership, joint venture, sole proprietorship, trust, employee
         benefit plan or other enterprise.

(c)      "Proceeding" means any threatened, pending or completed action, suit or
         proceeding, whether civil, criminal, administrative, arbitrative or
         investigative, any appeal in such an action, suit or proceeding, and
         any inquiry or investigation that could lead to such an action, suit or
         proceeding.

10.2 Indemnification. The Company shall indemnify every Indemnitee against all
judgments, penalties (including excise and similar taxes), fines, amounts paid
in settlement and reasonable expenses actually incurred by the Indemnitee in
connection with any Proceeding in which he was, is or is threatened to be named
defendant or respondent, or in which he was or is a witness without being named
a defendant or respondent, by reason, in whole or in part, of his serving or
having served, or having been nominated or designated to serve, in any of the
capacities referred to in Section 10.1, if it is determined in accordance with
Section 10.4 that the Indemnitee (a) conducted himself in good faith, (b)
reasonably believed, in the case of conduct in his Official Capacity, that his
conduct was in the Company's best interests and, in all other cases, that his
conduct was at least not opposed to the Company's best interests, and (c) in the
case of any criminal proceeding, had no reasonable cause to believe that his
conduct was unlawful; provided, however, that in the event that an Indemnitee is
found liable to the Company or is found liable on the basis that personal
benefit was improperly received by the Indemnitee the indemnification (i) is
limited to reasonable expenses actually incurred by the Indemnitee in connection
with the Proceeding and (ii) shall not be made in respect of any Proceeding in
which the Indemnitee shall have been found liable for willful or intentional
misconduct in the performance of his duty to the Company. Except as provided in
the immediately preceding proviso to the first sentence of this Section 10.2, no
indemnification shall be made under this Section 10.2 in respect of any
Proceeding in which such Indemnitee shall have been (x) found liable on the
basis that personal benefit was improperly received by him, whether or not the
benefit resulted from an action taken in the Indemnitee's Official Capacity, or
(y) found liable to the Company. The termination of any Proceeding by judgment,
order, settlement or conviction, or on a plea of nolo contendere or its
equivalent, is not of itself determinative that the Indemnitee did not meet the
requirements set forth in clauses (a), (b) or (c) in the first sentence of this
Section 10.2. An Indemnitee shall be deemed to have been found liable in respect
of any claim, issue or matter only after the Indemnitee shall have been so
adjudged by a court of competent jurisdiction after exhaustion of all appeals
therefrom. Reasonable expenses shall, include, without limitation, all court
costs and all fees and disbursements of attorneys for the Indemnitee. The
indemnification provided herein shall be applicable whether or not negligence or
gross negligence of the Indemnitee is alleged or proven.
<PAGE>

10.3 Successful Defense. Without limitation of Section 10.2 and in addition to
the indemnification provided for in Section 10.2, the Company shall indemnify
every Indemnitee against reasonable expenses incurred by such person in
connection with any Proceeding in which he is a witness or a named defendant or
respondent because he served in any of the capacities referred to in Section
10.1, if such person has been wholly successful, on the merits or otherwise, in
defense of the Proceeding.

10.4 Determinations. Any indemnification under
Section 10.2 (unless ordered by a court of competent jurisdiction) shall be made
by the Company only upon a determination that indemnification of the Indemnitee
is proper in the circumstances because he has met the applicable standard of
conduct. Such determination shall be made (a) by the Board of Directors by a
majority vote of a quorum consisting of Directors who, at the time of such vote,
are not named defendants or respondents in the Proceeding; (b) if such a quorum
cannot be obtained, then by a majority vote of a committee of the Board of
Directors, duly designated to act in the matter by a majority vote of all
Directors (in which designated Directors who are named defendants or respondents
in the Proceeding may participate), such committee to consist solely of two (2)
or more Directors who, at the time of the committee vote, are not named
defendants or respondents in the Proceeding; (c) by special legal counsel
selected by the Board of Directors or a committee thereof by vote as set forth
in clauses (a) or (b) of this Section 10.4 or, if the requisite quorum of all of
the Directors cannot be obtained therefor and such committee cannot be
established, by a majority vote of all of the Directors (in which Directors who
are named defendants or respondents in the Proceeding may participate); or (d)
by the shareholders in a vote that excludes the shares held by Directors that
are named defendants or respondents in the Proceeding. Determination as to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible, except that if the determination that
indemnification is permissible is made by special legal counsel, determination
as to reasonableness of expenses must be made in the manner specified in clause
(c) of the preceding sentence for the selection of special legal counsel. In the
event a determination is made under this Section 10.4 that the Indemnitee has
met the applicable standard of conduct as to some matters but not as to others,
amounts to be indemnified may be reasonably prorated.

10.5 Advancement of Expenses. Reasonable expenses (including court costs and
attorneys' fees) incurred by an Indemnitee who was or is a witness or was, is or
is threatened to be made a named defendant or respondent in a Proceeding shall
be paid by the Company at reasonable intervals in advance of the final
disposition of such Proceeding, and without making any of the determinations
specified in Section 10.4, after receipt by the Company of (a) a written
affirmation by such Indemnitee of his good faith belief that he has met the
standard of conduct necessary for indemnification by the Company under this
Article and (b) a written undertaking by or on behalf of such Indemnitee to
repay the amount paid or reimbursed by the Company if it shall ultimately be
determined that he is not entitled to be indemnified by the Company as
authorized in this Article. Such written undertaking shall be an unlimited
obligation of the Indemnitee but need not be secured and it may be accepted
without reference to financial ability to make repayment. Notwithstanding any
other provision of this Article, the Company may pay or reimburse expenses
incurred by an Indemnitee in connection with his appearance as a witness or
other participation in a Proceeding at a time when he is not named a defendant
or respondent in the Proceeding.
<PAGE>

10.6 Employee Benefit Plans. For purposes of this Article, the Company shall be
deemed to have requested an Indemnitee to serve an employee benefit plan
whenever the performance by him of his duties to the Company also imposes duties
on or otherwise involves services by him to the plan or participants or
beneficiaries of the plan. Excise taxes assessed on an Indemnitee with respect
to an employee benefit plan pursuant to applicable law shall be deemed fines.
Action taken or omitted by an Indemnitee with respect to an employee benefit
plan in the performance of his duties for a purpose reasonably believed by him
to be in the interest of the participants and beneficiaries of the plan shall be
deemed to be for a purpose which is not opposed to the best interests of the
Company.

10.7 Other Indemnification and Insurance. The indemnification provided by this
Article shall (a) not be deemed exclusive of, or to preclude, any other rights
to which those seeking indemnification may at any time be entitled under the
Company's Articles of Incorporation, any law, agreement or vote of shareholders
or disinterested Directors, or otherwise, or under any policy or policies of
insurance purchased and maintained by the Company on behalf of any Indemnitee,
both as to action in his Official Capacity and as to action in any other
capacity, (b) continue as to a person who has ceased to be in the capacity by
reason of which he was an Indemnitee with respect to matters arising during the
period he was in such capacity, (c) inure to the benefit of the heirs, executors
and administrators of such a person and (d) not be required if and to the extent
that the person otherwise entitled to payment of such amounts hereunder has
actually received payment therefor under any insurance policy, contract or
otherwise.

10.8 Notice. Any indemnification of or advance of expenses to an
Indemnitee in accordance with this Article shall be reported in writing to the
shareholders of the Company with or before the notice or waiver of notice of the
next shareholders' meeting or with or before the next submission to shareholders
of a consent to action without a meeting and, in any case, within the 12-month
period immediately following the date of the indemnification or advance.
<PAGE>

10.9 Construction. The indemnification provided by this Article shall be subject
to all valid and applicable laws, including, without limitation, the Nevada
General Corporation Law, and, in the event this Article or any of the provisions
hereof or the indemnification contemplated hereby are found to be inconsistent
with or contrary to any such valid laws, the latter shall be deemed to control
and this Article shall be regarded as modified accordingly, and, as so modified,
to continue in full force and effect.


<PAGE>

10.10 Continuing Offer, Reliance, etc. The
provisions of this Article (a) are for the benefit of, and may be enforced by,
each Indemnitee of the Company, the same as if set forth in their entirety in a
written instrument duly executed and delivered by the Company and such
Indemnitee and (b) constitute a continuing offer to all present and future
Indemnitees. The Company, by its adoption of these Bylaws, (x) acknowledges and
agrees that each Indemnitee of the Company has relied upon and will continue to
rely upon the provisions of this Article in becoming, and serving in any of the
capacities referred to in Section 10.1(a) of this Article, (y) waives reliance
upon, and all notices of acceptance of, such provisions by such Indemnitees and
(z) acknowledges and agrees that no present or future Indemnitee shall be
prejudiced in his right to enforce the provisions of this Article in accordance
with their terms by any act or failure to act on the part of the Company.


<PAGE>

10.11 Effect of Amendment. No amendment, modification or repeal of this Article
or any provision hereof shall in any manner terminate, reduce or impair the
right of any past, present or future Indemnitees to be indemnified by the
Company, nor the obligation of the Company to indemnify any such Indemnitees,
under and in accordance with the provisions of the Article as in effect
immediately prior to such amendment, modification or repeal with respect to
claims arising from or relating to matters occurring, in whole or in part, prior
to such amendment, modification or repeal, regardless of when such claims may
arise or be asserted.

                              11. ARTICLE TAKEOVER
                                     OFFERS

        In the event the Company receives a takeover offer, the Board of
Directors shall consider all relevant factors in evaluating such offer,
including, but not limited to, the terms of the offer, and the potential
economic and social impact of such offer on the Company's stockholders,
employees, customers, creditors and community in which it operates.

                              12. ARTICLE NOTICES

12.1 General. Whenever these Bylaws require notice to any Stockholder, director,
officer or agent, such notice does not mean personal notice. A person may give
effective notice under these Bylaws in every case by depositing a writing in a
post office or letter box in a postpaid, sealed wrapper, or by dispatching a
prepaid telegram addressed to such Stockholder, director, officer or agent at
his address on the books of the Company. Unless these Bylaws expressly provide
to the contrary, the time when the person sends notice shall constitute the time
of the giving of notice.

12.2 Waiver of Notice. Whenever the law or these Bylaws require notice, the
person entitled to said notice may waive such notice in writing, either before
or after the time stated therein.
<PAGE>


                                  13. ARTICLE
                                  MISCELLANEOUS

13.1 Facsimile Signatures. In addition to the use of facsimile signatures which
these Bylaws specifically authorize, the Company may use such facsimile
signatures of any officer or officers, agents or agent, of the Company as the
Board or a committee of the Board may authorize.
13.2 Corporate Seal. The Board may provide for a suitable seal containing the
name of the Company, of which the Secretary shall be in charge. The Treasurer,
any Assistant Secretary, or any Assistant Treasurer may keep and use the seal or
duplicates of the seal if and when the Board or a committee of the Board so
directs.

13.3  Fiscal  Year.  The Board  shall have the  authority  to fix and change the
fiscal year of the Company.

                                  14. ARTICLE
                                   AMENDMENTS

         Subject to the provisions of the Articles of Incorporation, the
Stockholders or the Board may amend or repeal these Bylaws at any meeting.

         The undersigned hereby certifies that the foregoing constitutes a true
and correct copy of the Bylaws of the Company as adopted by the Directors on the
__ day of November , 2003.

         Executed as of this __ day of November, 2003.



                        --------------------------------------------
                        ______________, Secretary