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                            RAKO CAPITAL CORPORATION

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                                     BY-LAWS

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                                    ARTICLE I

                                     OFFICES

Section 1. The principal office shall be in the City of Salt Lake City, Utah.

Section 2. The corporation may also have offices at such other places both
within and without the State of Utah as the board of directors may from time to
time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

Section 1. All annual meetings of the stockholders shall be held in the City of
Salt Lake City, State of Utah. Special meetings of the stockholders may be held
at such time and place within or without the State of Utah as shall be stated in
the notice of the meeting, or in a duly executed waiver of notice thereof.

Section 2. Annual meetings of stockholders, commencing with the year 2002, shall
be held on the 3rd day of May, if not a legal holiday, and if a legal holiday,
then on the next secular day following, at 10:00 A.M., at which they shall elect
by a plurality vote a board of directors, and transact such other business as
may properly be brought before the meeting.

Section 3. Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the articles of incorporation, may
be called by the president and shall be called by the president or secretary at
the request in writing of a majority of the board of directors, or at the
request in writing of stockholders owning a majority in amount of the entire
capital stock of the corporation issued and outstanding and entitled to vote.
Such request shall state the purpose or purposes of the proposed meeting.

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Section 4. Notices of meetings shall be in writing and signed by the president
or a vice president, or the secretary, or an assistant secretary or by such
other person or persons as the directors shall designate. Such notice shall
state the purpose or purposes for which the meeting is called and the time when,
and the place, which may be within or without this state, where it is to be
held. A copy of such notice shall be either delivered personally to or shall be
mailed, postage prepaid, to each stockholder of record entitled to vote at such
meeting not less than ten nor more than sixty days before such meeting. If
mailed, it-shall be directed to a stockholder at his address as it appears upon
the records of the corporation and upon such mailing of any such notice, the
service thereof shall be complete, and the time of the notice shall begin to run
from the date upon which such notice is deposited in the mail for transmission
to such stockholder. Personal delivery of any such notice to any officer of a
corporation or a association, or to any member of a partnership shall constitute
delivery of such notice to such corporation, association or partnership. In the
event of the transfer of stock after delivery or mailing of the notice of and
prior to the holding of the meeting it shall not be necessary to deliver or mail
notice of the meeting to the transferee.

Section 5. The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the articles of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.

Section 6. When a quorum is present or represented at any meeting, the vote of
the holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the articles of incorporation a different vote is required in which case such
express provision shall govern and control the decision of such question.

Section 7. Every stockholder of record of the corporation shall be entitled at
each meeting of stockholders to one vote for each share of stock standing in his
name on the books of the corporation.

Section 8. At any meeting of the stockholders, any stockholder may be
represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate one or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide. No such
proxy shall be valid after the expiration of six months from the date of its
executions, unless coupled with an interest, or unless the person executing it
specifies therein the length of time for which it is to continue in force, which
in no case shall exceed seven years from the date of its execution. Subject to
the above, any proxy duly executed is not revoked and continues in full force
and effect until an instrument


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revoking it or a duly executed proxy bearing a later date is filed with the
secretary of the corporation.

Section 9. Any action, except election of directors, which may be taken by the
vote of the stockholders at a meeting, may be taken without a meeting if
authorized by the written consent of stockholders holding at least a majority of
the voting power, unless the provisions of the statutes or of the articles of
incorporation require a greater proportion of voting power to authorize such
action in which case such greater proportion of written consents shall be
required.

                                   ARTICLE III

                                    DIRECTORS

Section 1. The number of directors which shall constitute the whole board shall
be two (2). The directors shall be elected at the annual meeting of the
stockholders, and except as provided in Section 2 of this article, each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

Section 2. Vacancies, including those caused by an increase in the number of
directors, may be filled by a majority of the remaining directors though less
than a quorum. When one or more directors shall give notice of his or their
resignation to the board, effective at a future date, the board shall have power
to fill such vacancy or vacancies to take effect when such resignation or
resignations shall become effective, each director so appointed to hold office
during the remainder of the tern of office of the resigning director or
directors.

Section 3. The business of the corporation shall be managed by its board of
directors which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the articles of incorporation
or by these by-laws directed or required to be exercised or done by the
stockholders.

Section 4. The board of directors of the corporation may hold meetings, both
regular and special, either within or without the State of Utah.

                       MEETINGS OF THE BOARD OF DIRECTORS

Section 5. The first meeting of each newly elected board of directors shall be
held at such time and place as shall be fixed by the vote of the stockholders at
the annual meeting and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quorum
shall be present. In the event of the failure of the stockholders to fix the
time or place of such first meeting of the newly elected board of directors, or
in the event such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
board of directors, or as shall be specified in a written waiver signed by all
of the directors.

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Section 6. Regular meetings of the board of directors may be held without notice
at such time and place as shall from time to time be determined by the board.

Section 7. Special meetings of the board of directors may be called by the
president or secretary on the written request of two directors. Written notice
of special meetings of the board of directors shall be given to each director at
least zero (0) days before the date of the meeting.

Section 8. A majority of the board of directors, at a meeting duly assembled,
shall be necessary to constitute a quorum for the transaction of business and
the act of a majority of the directors present at any meeting at which a quorum
is present shall be the act of the board of directors, except as may be
otherwise specifically provided by statute or by the articles of incorporation.
Any action required or permitted to be taken at a meeting of the directors may
be taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the directors entitled to vote with respect to
the subject matter thereof.

                             COMMITTEES OF DIRECTORS

Section 9. The board of directors may, by resolution passed by a majority of the
whole board, designate one or more committees, each committee to consist of one
or more of the directors of the corporation, which, to the extent provided in
the resolution, shall have and may exercise the powers of the board of directors
in the management of the business and affairs of the corporation, and may have
power to authorize the seal of the corporation to be affixed to all papers which
may require it. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the board of
directors.

Section 10. The committees shall keep regular minutes of their proceedings and
report the same to the board when required.

                            COMPENSATION OF DIRECTORS

Section 11. The directors may be paid their expenses, if any, of attendance at
each meeting of the board of directors and may be paid a fixed sum for
attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV

                                     NOTICES

Section 1. Notices to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.


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Section 2. Whenever all parties entitled to vote at any meeting, whether of
directors or stockholders, consent, either by a writing, on the records of the
meeting or filed with the secretary, or by presence at such meeting and oral
consent entered on the minutes, or by taking part in the deliberations at such
meeting without objection, the doings of such meeting shall be as valid as if
had at a meeting regularly called and noticed, and at such meeting any business
may be transacted which is not excepted from the written consent or to the
consideration of which no objection for want of notice is made at the time, and
if any meeting be irregular for want of notice or of such consent, provided a
quorum was present at such meeting, the proceedings of said meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein waived by a writing signed by all parties having the right to vote at
such meetings; and such consent or approval of stockholders may be by proxy or
attorney, but all such proxies and powers of attorney must be in writing.

Section 3. Whenever any notice whatever is required to be given under the
provisions of the statutes, of the articles of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of
directors and shall be a president, a vice president, a secretary and a
treasurer. Any person may hold two or more offices.

Section 2. The board of directors at its first meeting after each annual meeting
of stockholders shall choose a president, a vice president, a secretary and a
treasurer, none of whom need be a member of the board.

Section 3. The board of directors may appoint additional vice presidents, and
assistant secretaries and assistant treasurers and such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

Section 4. The salaries of all officers and agents of the corporation shall be
fixed by the board of directors.

Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a majority of
the board of directors. Any vacancy occurring in any office of the corporation
by death, resignation, removal or otherwise shall be filled by the board of
directors.


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                                  THE PRESIDENT

Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation, and shall see that all orders and resolutions of the board of
directors are carried into effect.

Section 7. He shall execute bonds, mortgages and other contracts requiring a
seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to some
other officer or agent of the corporation or as restricted by a stockholders
agreement.

                               THE VICE PRESIDENT

Section 8. The vice president shall, in the absence or disability of the
president, perform the duties and exercise the powers of the president and shall
perform such other duties as the board of directors may from time to time
prescribe.

                                  THE SECRETARY

Section 9. The secretary shall attend all meetings of the board of directors and
all meetings of the stockholders and record all the proceedings of the meetings
of the corporation and of the board of directors in a book to be kept for that
purpose and shall perform like duties for the standing committees when required.
He shall give, or cause to be given, notice of all meetings of the stockholders
and special meetings of the board of directors, and shall perform such other
duties as may be prescribed by the board of directors or president, under whose
supervision he shall be. He shall keep in safe custody the seal of the
corporation and, when authorized by the board of directors, affix the same to
any instrument requiring it and, when so affixed, it shall be attested by his
signature or by the signature of the treasurer or an assistant secretary.

                                  THE TREASURER

Section 10. The treasurer shall have the custody of the corporate funds and
securities and 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.

Section 11. He shall disburse the funds of the corporation as may be ordered by
the board of directors taking proper vouchers for such disbursements, and shall
render to the president and the board of directors, at the regular meetings of
the board, or when the board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the corporation.

Section 12. If required by the board of directors, he shall give the corporation
a bond in such sum and with such surety or sureties as shall be satisfactory to
the board of directors for the


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faithful performance of the duties of his office and for the restoration to the
corporation, in case of his death, resignation, retirement or removal from
office, of all books, paper, vouchers, money and other property of whatever kind
in his possession or under his control belonging to the corporation.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

Section 1. Every stockholder shall be entitled to have a certificate, signed by
the president or a vice president and the treasurer or an assistant treasurer,
or the secretary or an assistant secretary of the corporation, certifying the
number of shares owned by him in the corporation. When the corporation is
authorized to issue shares of more than one class or more than one series of any
class, there shall be set forth upon the face or back of the certificate, or the
certificate shall have a statement that the corporation will furnish to any
stockholders upon request and without charge, a full or summary statement of the
designations, preferences and relative, participating, optional or other special
rights of the various classes of stock or series thereof and the qualifications,
limitations or restrictions of such rights, and, if the corporation shall be
authorized to issue only special stock, such certificate shall set forth in full
or summarized the rights of the holders of such stock.

Section 2. Whenever any certificate is countersigned or otherwise authenticated
by a transfer agent or transfer clerk, and by a registrar, then a facsimile of
the signatures of the officers or agents of the corporation may be printed or
lithographed upon such certificate in lieu of the actual signatures. In case any
officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on, any such certificate or certificates shall
cease to be such officer or officers of the corporation, whether because of
death, resignation or otherwise, before such certificate or certificates shall
have been delivered by the corporation, such certificate or certificates may
nevertheless be adopted by the corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates, or whose
facsimile signature or signatures shall have been used thereon, had not ceased
to be the officer or officers of such corporation.

                                LOST CERTIFICATE

Section 3. The board of directors may direct a new certificate or certificates
to be issued in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost 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 or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost or
destroyed.



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                                TRANSFER OF STOCK

Section 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                            CLOSING OF TRANSFER BOOKS

Section 5. The directors may prescribe a period not exceeding sixty days prior
to any meeting of the stockholders during which no transfer of stock on the
books of the corporation may be made, or may fix a day not more than sixty days
prior to the holding of any such meeting as the day as of which stockholders
entitled to notice of and to vote at such meeting shall be determined; and only
stockholders of record on such day shall be entitled to notice or to vote at
such meeting.

                             REGISTERED STOCKHOLDERS

Section 6. The corporation shall be entitled to recognize the exclusive right of
a person registered on its books as the owner of shares to receive dividends,
and to vote as such owner, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Nevada.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

Section 1. Dividends upon the capital stock of the corporation, subject to the
provisions of the articles of incorporation, if any, may be declared by the
board of directors at any regular or special meeting pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital stock, subject to
the provisions of the articles of incorporation.

Section 2. Before payment of any dividend, there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserves in the
manner in which it was created.


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                                     CHECKS

Section 3. All checks or demands for money and notes of the corporation shall be
signed by such officer of officers or such other person or persons as the board
of directors may from time to time designate.

                                   FISCAL YEAR

Section 4. The fiscal year of the corporation shall be fixed by resolution of
the board of directors.

                                      SEAL

Section 5. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its incorporation and the words "Corporate Seal,
Nevada".

                                  ARTICLE VIII

                                   AMENDMENTS

Section 1. These by-laws may be altered or repealed at any regular meeting of
the stockholders or of the board of directors or of directors or at any special
meeting of the stockholders or of the board of directors if notice of such
alteration or repeal be contained in the notice of such special meeting.


September 15, 2001
                                       /s/ Bobbi Heywood
                                       -------------------------------
                                            Bobbi Heywood
                                            Secretary






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                          AMENDMENT NO. 1 TO THE BYLAWS
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Article III, Section 1. shall be deleted in its entirety and replaced as
follows:



                                  ARTICLE III.

         Section 1. The number of directors which shall constitute the whole
         board shall consist of not less than one nor more than ten members, the
         exact number of which shall be fixed from time to time by the Board of
         Directors. The directors shall be elected at the annual meeting of the
         stockholders, and except as provided in Section 2 of this article, each
         director elected shall hold office until his successor is elected and
         qualified. Directors need not be stockholders.
















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                          AMENDMENT NO. 2 TO THE BYLAWS
                          -----------------------------



Article I, Sections 1 and 2 shall be deleted in their entirety and replaced as
follows:



                                   ARTICLE I.

         Section 1. Meetings of the stockholders for the election of directors
         or for any other purpose shall be held at such time and place, either
         within or without the State of Nevada as shall be designated from time
         to time by the Board of Directors or the president and stated in the
         notice of the meeting or in a duly executed waiver of notice thereof.

         Section 2. Annual meetings of stockholders shall be held on such date
         and at such time as shall be designated from time to time by the Board
         of Directors and stated in the notice of the meeting, at which meeting
         the stockholders shall elect by a plurality vote a Board of Directors,
         and transact such other business as may properly be brought before the
         meeting. Written notice of the annual meeting of stockholders stating
         the place, date and hour of the meeting shall be given to each
         stockholder entitled to vote at such meeting not less than ten nor more
         than sixty days before the date of the meeting.